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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 336 added, 214 removed, 1011 unchanged (35% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of RadNet, Inc.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of RadNet, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of RadNet, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Estimates of contractual allowances and implicit price concessions associated with third-party payors and any amounts due directly from patients are based upon historical collection experience from such payors.

The contractual allowance estimation process is periodically reviewed to consider and incorporate updates to the laws and regulations, and contractual terms resulting from contract negotiations and renewals.

The contractual allowance estimation process is periodically reviewed to consider and incorporate updates to laws and regulations, and contractual terms resulting from contract negotiations and renewals.

The estimated implicit price concessions (based primarily on historical collection experience) are related to amounts due directly from patients to record accounts receivable at the estimated amounts the Company expects to collect.

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We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the valuation of accounts receivable.

This included testing controls related to management’s review of the significant assumptions and inputs used in the determination of the estimated amount that would be collected for services rendered during the period.

This included testing controls related to management’s review of the methodology, significant assumptions and inputs used in the determination of the estimated amount that would be collected for services rendered during the period.

We also tested controls over the current and historical data used by management in determining this estimate, including the completeness and accuracy of the data.

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Additional paid-in-capital 1,180,434 988,147

Accumulated other comprehensive loss ( 9,061 ) ( 12,484 )

Accumulated other comprehensive income (loss) 4,885 ( 9,061 )

Accumulated deficit ( 95,437 ) ( 76,785 )

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Net income attributable to noncontrolling interest 35,699 36,043 27,293

NET INCOME ATTRIBUTABLE TO RADNET, INC.

NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 18,652 ) $ 2,793 $ 3,044

BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

BASIC NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 0.25 ) $ 0.04 $ 0.05

DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

DILUTED NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 0.25 ) $ 0.04 $ 0.05

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS)

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Less comprehensive income attributable to noncontrolling interests 35,699 36,043 27,293

COMPREHENSIVE INCOME ATTRIBUTABLE TO RADNET, INC.

Less foreign currency translation adjustments 1,408 — —

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 4,706 ) $ 6,216 $ 11,237

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AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS EXCEPT SHARE DATA)

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Issuance of common stock under the equity compensation plan 1,166,362 — — — — — — —

Issuance of common stock to settle DeepHealth contingent consideration 781,577 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 204,160 — — — — — — —

Stock-based compensation expense — — 26,785 — — 26,785 — 26,785

Issuance of common stock, net of issuance costs 8,711,250 1 245,831 — — 245,832 — 245,832

Forfeiture of restricted stock ( 35,542 ) — — — — — — —

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Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 3,576 — 3,576 — 3,576

Other — — ( 2 ) — — ( 2 ) 1 ( 1 )

Net income — — — — 3,044 3,044 27,293 30,337

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Issuance of common stock under the equity compensation plan 730,189 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 37,909 — — — — — — —

Stock-based compensation expense — — 29,986 — — 29,986 — 29,986

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Distributions paid to noncontrolling interests — — — — — — ( 4,522 ) ( 4,522 )

Contributions from noncontrolling interests — — — — — — 2,885 2,885

Sale of economic interests in controlled subsidiary, net of taxes — — 11,905 — — 11,905 16,917 28,822

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Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 9,352 — 9,352 — 9,352

Other — — ( 2 ) — — ( 2 ) 1 ( 1 )

Net income — — — — 2,793 2,793 36,043 38,836

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Issuance of common stock under the equity compensation plan 1,101,879 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 10,427 — — — — — — —

Stock-based compensation expense — — 54,834 — — 54,834 — 54,834

Issuance of common stock, net of issuance costs 5,232,500 — 218,385 — — 218,385 — 218,385

Forfeiture of restricted stock ( 9,306 ) — ( 233 ) — — ( 233 ) — ( 233 )

Distributions paid to noncontrolling interests — — — — — — ( 4,602 ) ( 4,602 )

Sale of economic interests in controlled subsidiary, net of taxes — — 11,905 — — 11,905 16,917 28,822

Contributions from noncontrolling interests — — — — — — 2,389 2,389

Issuance of common stock in connection with acquisitions 1,935,269 — 132,237 — — 132,237 — 132,237

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Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 2,273 — 2,273 — 2,273

Net income — — — — 2,793 2,793 36,043 38,836

Net (loss) income — — — — ( 18,652 ) ( 18,652 ) 35,699 17,047

BALANCE - December 31, 2025 77,399,615 $ 8 $ 1,180,434 $ 4,885 $ ( 95,437 ) $ 1,089,890 $ 265,996 $ 1,355,886

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CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of imaging facilities and other acquisitions ( 43,661 ) ( 10,918 ) ( 129,961 )

Purchase of imaging facilities and other acquisitions, net of cash acquired ( 133,422 ) ( 43,661 ) ( 10,918 )

Purchase of property and equipment ( 213,251 ) ( 188,070 ) ( 176,600 )

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Equity contributions in existing and purchase of interest in joint ventures ( 4,147 ) ( 1,496 ) ( 14,035 )

Collection of notes receivable 5,667 — —

Net cash used in investing activities ( 343,865 ) ( 233,070 ) ( 201,470 )

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EFFECT OF EXCHANGE RATE CHANGES ON CASH 33 ( 453 ) ( 292 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 397,450 214,736 ( 6,772 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 27,195 397,450 214,736

CASH AND CASH EQUIVALENTS, beginning of period 740,020 342,570 127,834

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Cash paid during the period for interest $ 72,266 $ 84,601 $ 64,695

Cash paid during the period for income taxes $ 4,170 $ 1,587 $ 587

The accompanying notes are an integral part of these financial statements.

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The accrued amounts are reflected in our consolidated balance sheets under accrued expenses and other non-current liabilities.

During the year ended 2025, we recognized equity consideration as non-cash investing activities in connection with certain business acquisitions.

The aggregate fair value of the equity consideration recognized, including shares issued and shares to be issued and recorded in additional paid-in capital, was $ 132.2 million.

During the year ended 2025, we made a deemed contribution to a joint venture of approximately $ 16.3 million, which resulted in a corresponding decrease in due from affiliates.

On June 12, 2025, we entered into a $ 17.0 million promissory note with Dignity Health, a related party and joint venture member of Arizona Diagnostic Radiology Group, LLC, which formalized amounts previously recorded as due from affiliates.

The issuance of the note was a noncash transaction and resulted in a reclassification of the outstanding balance.

On April 1, 2024, we issued promissory notes in the amount of $ 6.3 million to acquire radiology equipment previously leased under operating leases, related to the acquisition of Houston Medical Imaging, LLC.

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On February 1, 2023, we issued a promissory note in the amount of $ 19.8 million to acquire radiology equipment previously leased under operating leases.

On November 1, 2022, we issued 359,002 shares of common stock to complete our purchase of Heart & Lung Imaging Limited.

The shares were ascribed a value of $ 6.8 million.

On November 1, 2022 we made a contribution to our joint venture Arizona Diagnostic Radiology Group of $ 12.7 million in equipment and other assets.

We recorded an offset to due to affiliates of $ 4.5 million to reduce our overall investment to $ 8.3 million.

On April 1, 2022 we received $ 8.4 million in fixed assets and equipment from our partner in Frederick County Radiology, LLC.

On January 20, 2022, we issued 1,141,234 shares of common stock to complete our purchase of Aidence Holding B.V.

The shares were ascribed a value of $ 30.6 million.

On January 20, 2022, we issued 965,058 shares of common stock to complete our purchase of Quantib B.V.

The shares were ascribed a value of $ 25.9 million.

AND SUBSIDIARIES

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We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States.

At December 31, 2024, we operated directly or indirectly through joint ventures with hospitals, 398 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

At December 31, 2025, we operated directly or indirectly through hospital and health system joint ventures, 418 centers located in Arizona, California, Delaware, Florida, Maryland, Virginia, New Jersey, New York, and Texas.

Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders.

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The gross proceeds as a result of this public offering were $ 230.2 million before underwriting discounts, commissions, and costs totaling $ 11.8 million.

In June 2023, we completed a public offering of 8,711,250 shares of our common stock at a price to the public of $ 29.75 per share.

The gross proceeds as a result of this public offering was $ 259.2 million before underwriting discounts, commissions, and expenses totaling $ 13.4 million.

The consolidated financial statements include the accounts of RadNet, Inc.

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the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity.

VIEs that we consolidate as the primary beneficiary include professional corporations that are owned or controlled by individuals within our senior management and provide professional medical services for centers in Arizona, California, Delaware, [Florida], Maryland, New Jersey, Texas, and New York.

These VIEs are collectively referred to as the “Consolidated Medical Group".

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Substantially all cash flows of the Consolidated Medical Group after expenses, including professional salaries, are transferred to us.

We consolidate the revenue and expenses, assets and liabilities of the Consolidated Medical Group.

We consolidate

the revenue and expenses, assets and liabilities of the Consolidated Medical Group.

The creditors of the Consolidated Medical Group do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of the Consolidated Medical Group.

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Investments in companies in which we have the ability to exercise significant influence, but not control, are accounted for by the equity method.

All intercompany transactions and balances, with our consolidated entities and the unsettled amount of intercompany transactions with our equity method investees, have been eliminated in consolidation.

All intercompany transactions and balances have been eliminated in consolidation.

As stated in Note 1 above, the Consolidated Medical Group consists of VIEs and we consolidate the operating activities and balance sheets of each.

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As it relates to the Consolidated Medical Group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by the Consolidated Medical Group as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees.

As it relates to other centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing

and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities.

As it relates to other centers, this service fee

revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, digital health support services and advertising, marketing and promotional activities.

Our service fee revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors.

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These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers.

Proceeds on notes receivables are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long-term portion.

Proceeds on factoring agreements are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long-term portion.

Amounts remaining to be collected on these agreements were $ 3.5 million and $ 4.2 million at December 31, 2025 and 2024, respectively.

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Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Acquisition-related costs are expensed as incurred and are included in Cost of operations, excluding depreciation and amortization, in the consolidated statements of operations.

During the years ended 2025, 2024, and 2023, such cost totaled approximately $ 7.4 million, $ 0.9 million, and $ 0.2 million, respectively,

GOODWILL AND INDEFINITE LIVED INTANGIBLES – Goodwill totaled $ 907.7 million and $ 710.7 million at December 31, 2025 and 2024, respectively.

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We tested goodwill, trade name and IPR&D for impairment on October 1, 2025.

In September 2023, we determined that an IPR&D indefinite-lived intangible asset related to Aidence's Ai Veye Lung Nodule and Veye Clinic would not receive FDA authorizations for sale in the US without a new submission and additional expenditures for rework in the original projected timeline.

The additional expenditures, delay and reduction of US sales affected the estimated fair value of the related IPR&D intangible asset and resulted in impairment charges of $ 3.9 million within Cost of operations in our Consolidated Statements of Operations .

The estimated fair value of the IPR&D intangible asset was determined using the multi-period excess earnings method under the income approach, which estimates the present value of the free cash flows associated with the asset and tax amortization benefit to arrive at the fair value of the asset.

Our annual impairment test as of October 1, 2024 noted no other impairment, and we have not identified any indicators of impairment through December 31, 2024.

The estimated fair value of the IPR&D intangible asset was determined using the multi-period excess earnings method, while the estimated fair value of the tradename was determined using the relief-from-royalty method, each under the income approach.

Our annual impairment test as of October 1, 2025 noted no impairment, and we have not identified any indicators of impairment through December 31, 2025.

LONG-LIVED ASSETS – We evaluate our long-lived assets (property and equipment) and intangibles, other than goodwill and indefinite lived intangible assets, for impairment when events or changes indicate the carrying amount of an asset may not be recoverable.

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The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell.

For the years ended December 31, 2024 and 2023, we recorded lease abandonment of $ 0.7 million and $ 2.5 million, respectively pertaining to leasehold improvements at facilities that we shut down.

For the years ended December 31, 2025, 2024 and 2023, we recorded lease abandonment of $ 1.9 million, $ 0.7 million, and $ 2.5 million, respectively pertaining to leasehold improvements at facilities that we shut down.

See the Leases discussion below for more information.

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We may abandon low utilization leases and divert the patients to nearby centers.

During the years ended 2024

and 2023, we experienced lower utilization at various imaging centers which resulted in the closure of these locations and the recognition of lease abandonment charges of approximately $ 2.5 million and $ 5.1 million at December 31, 2024 and 2023, respectively in our Imaging Center segment.

Of these amounts, $ 1.8 million and $ 2.7 million were related to right-of-use assets impairment and $ 0.7 million and $ 2.5 million were related to the write-off of leasehold improvements for the years ending December 31, 2024 and 2023, respectively.

During the years ended 2025 2024, and 2023, we experienced lower utilization at various imaging centers which resulted in the closure of these locations and the recognition of lease abandonment charges of approximately $ 8.6 million, $ 2.5 million and $ 5.1 million for the year ended December 31, 2025, 2024 and 2023, respectively, in our Imaging Center segment.

Of these amounts, $ 6.7 million, $ 1.8 million and $ 2.7 million were related to right-of-use assets impairment and $ 1.9 million, $ 0.7 million, and $ 2.5 million were related to the write-off of leasehold improvements for the years ending December 31, 2025, 2024 and 2023, respectively.

UNINSURED RISKS – We maintain a high-deductible workers’ compensation insurance policy.

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on June 1, 2020, we assumed the DeepHealth, Inc.

2017 Equity Incentive Plan, including outstanding options awards that can be exercised for our common stock.

2017 Equity Incentive Plan( the "DeepHealth" plan, including outstanding options awards that can be exercised for our common stock.

No additional awards will be granted under the DeepHealth, Inc.

2017 Equity Incentive Plan.

In connection with our acquisition of iCAD, Inc.

on July 17, 2025, we assumed the iCAD, Inc.

2016 Stock Incentive Plan, as amended, and the iCAD, Inc.

2012 Stock Incentive Plan, as amended by Amendment No.

1 (collectively, the “iCAD Plans”), including outstanding option awards that became exercisable for shares of our common stock.

No additional awards will be granted under the iCAD Plans.

See Note 11, Stock-Based Compensation, for more information.

FOREIGN CURRENCY TRANSLATION – For our operations in Canada, Europe and the United Kingdom, the functional currency of our foreign subsidiaries is the local currency.

FOREIGN CURRENCY TRANSLATION – For our operations in Canada, Europe, Australia and the United Kingdom, the functional currency of our foreign subsidiaries is the local currency.

Assets and liabilities denominated in foreign currencies are translated using the exchange rate at the balance sheet dates.

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Currency Translation

Balance as of Balance as of December 31, 2021 $ ( 442 )

Balance as of December 31, 2022 $ ( 4,385 )

Currency Translation Adjustments 4,617

Balance as of Balance as of December 31, 2022 ( 4,385 )

Balance as of December 31, 2023 232

Currency Translation Adjustments ( 5,929 )

Balance as of Balance as of December 31, 2023 232

Balance as of December 31, 2024 ( 5,697 )

Currency Translation Adjustments 13,081

Balance as of Balance as of December 31, 2024 $ ( 5,697 )

Balance as of December 31, 2025 $ 7,384

OTHER COMPREHENSIVE INCOME (LOSS) – Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) ("OCI") and its components.

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The 2019 swaps have total notional amounts of $ 500,000,000 , consisting of two agreements of $ 50,000,000 each and two agreements of $ 200,000,000 each.

The 2019 swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020.

They matured in October 2023 for the two smaller notional and will mature in October 2025 for the two larger notional.

The 2019 swaps secured a constant interest rate associated with portions of our variable rate bank debt and had an effective date of October 13, 2020.

They matured in October 2023 for the two smaller notional swaps and in October 2025 for the two larger notional swaps.

Under these arrangements, we arranged the 2019 swaps with locked in 1 month Term Secured Overnight Financing Rate ("SOFR") rates at 1.89 % for the $ 100,000,000 notional and at 1.98 % for the $ 400,000,000 notional.

In October of 2023, the two agreements of $ 50,000,000 each matured and the remaining 2019 swaps have a total notional amount of $ 400,000,000 as of December 31, 2024.

As of the effective date, we are liable for premium payments if interest rates decline below arranged rates but receive interest payments if rates remain above the arranged rates.

At inception, we designated our 2019 Swaps as cash flow hedges of floating-rate borrowings.

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change in fair value) is reported as a component of other accumulated comprehensive loss in the consolidated statement of equity.

The remaining gain or loss, if any, is recognized currently in earnings.

The cash flows for both our $ 400,000,000 notional interest rate swap contract locked in at 1.98 % due October 2025 and our $ 100,000,000 notional interest rate swap contract locked in at 1.89 % did not match the cash flows for our Barclays term loans and so we determined that they were not currently effective as cash flow hedges.

Accordingly, all changes in their fair value after April 1, 2020 for the $ 400,000,000 notional and after July 1, 2020 for the $ 100,000,000 notional was recognized in earnings.

As of July 1, 2020, the total change in fair value relating to swaps included in other comprehensive income was approximately $ 24.4 million, net of taxes.

This amount will be amortized to interest expense through October 2023 at approximately $ 0.4 million per month and continuing at approximately $ 0.3 million per month through October 2025.

A tabular presentation of the effect of derivative instruments on our other comprehensive income of the 2019 Swaps which remain ineffective is as follows (amounts in thousands):

For the years ended Account Beginning Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* Ending Balance

The remaining gain or loss, if any, is recognized in earnings.

Effective July 1, 2020, it was determined that hedge accounting no longer applied and accordingly after that date all changes in the fair value of the swaps is recognized in earnings.

A tabular presentation of the effect of derivative instruments on our other comprehensive income of the 2019 Swaps which were ineffective is as follows (amounts in thousands):

For the years ended Account Beginning Balance Amount of other comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* Ending Balance

December 31, 2025 Accumulated Other Comprehensive Loss, net of taxes $ ( 2,273 ) $ — $ 2,273 $ —

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*Net of taxes of $ 0.7 million, $ 3.0 million and $ 1.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps for the Swaps that became ineffective in 2020 is as follows (amounts in thousands):

A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps is as follows (amounts in thousands):

For the year ended Amount of gain (loss) recognized in income on derivative (current period ineffective portion) Location of gain (loss) recognized in Income on derivative (current period ineffective portion) Amount of loss reclassified from accumulated other comprehensive income (loss) into income (prior period effective portion) Net receipts (payments) associated with swap Location of loss reclassified from accumulated other comprehensive income (loss) into income (prior period effective portion) and net receipts (payments) associated with swap

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The purchase included $ 10.2 million in contingent milestone consideration and a cash holdback of $ 0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims.

The milestone contingencies had a value of approximately $ 0 and $ 6.2 million as of December 31, 2024 and 2023, respectively.

The contingent consideration is determined by the achievement of a specific number of physician reads.

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On November 6, 2024, we settled the remaining holdback in cash of $ 0.6 million.

We recognized a loss of $ 1.1 million and $ 2.5 million for the year ended December 31, 2024 and 2023, respectively, representing the change in fair value of the contingent consideration within Cost of operations in our Consolidated Statements of Operations .

See-Mode Technologies Pte.

On June 2, 2025, we, through our wholly owned subsidiary DH AI International Holdings, B.V., completed our acquisition of all the equity interests of See-Mode Technologies Pte.

Ltd., a Singapore-based AI company specializing in medical imaging.

As part of the purchase agreement, we agreed to pay up to $ 12.7 million in contingent consideration in RadNet common stock and cash, based on the achievement of three clinical and regulatory milestones:

First Milestone ($ 4.3 million):

Payable upon successful implementation of the company’s thyroid ultrasound detection product at four RadNet imaging centers, and execution of at least two new customer contracts totaling $ 150,000 in aggregate annual contract value by March 31, 2026.

On November 3, 2025, we settled the first milestone by issuing 27,673 shares of our common stock at an ascribed value of $ 2.1 million and $ 2.2 million in cash.

Second Milestone ($ 4.2 million):

Payable upon FDA 510(k) clearance of the company’s breast ultrasound detection product, with submission required by March 31, 2026 and approval by December 31, 2026.

Third Milestone ($ 4.2 million):

Payable upon FDA 510(k) clearance of a new ultrasound product, with submission required by June 30, 2027 and approval by March 31, 2028.

Each contingent amount is payable 50 % in cash and 50 % in RadNet common shares.

As of December 31, 2025, the fair value of the contingent consideration is assessed quarterly based on the probability of milestone achievement, which as of the acquisition date was determined by management to be 80 % and 50 % for the Second and Third Milestone, respectively.

Kolb Radiology P.C.

On July 1, 2025, we completed the acquisition of substantially all the assets of Kolb Radiology P.C., a New York-based diagnostic imaging practice.

As part of the purchase agreement, we agreed to pay up to $ 8.0 million in contingent consideration (“Earnout Consideration”) payable based on the financial performance of the acquired business over three consecutive twelve-month periods following the closing date.

The fair value of the contingent consideration was estimated at $ 4.5 million at the acquisition date using a Monte Carlo simulation under a risk-neutral framework that modeled projected MRI revenues and discounted expected payments at term-matched U.S.

Treasury rates plus RadNet’s credit spread.

Key assumptions included a 2.3 % revenue risk premium, 15 % revenue volatility, 50 % operational leverage ratio, and 2.3 % credit spread.

CIMAR UK Limited

On November 10, 2025, the Company completed the acquisition of CIMAR (UK) Limited.

The purchase agreement includes contingent consideration payable based on the achievement of specified recurring revenue targets.

The contingent consideration provides for aggregate payments of up to approximately $ 15.1 million and includes two performance-based milestones tied to recurring revenue generated during measurement periods between 2026 and 2028.

Each milestone becomes payable only if at least 90 % of the applicable revenue target is achieved, with payments proportionately reduced for achievement between 90 % and 100 % of the target.

Any contingent consideration earned is payable 50 % in cash and 50 % in RadNet common stock.

At the acquisition date, the Company recorded a contingent consideration liability of approximately $ 5.7 million, which relates solely to the first performance-based milestone.

The second milestone was assigned a fair value of zero at the acquisition date.

The fair value of the contingent consideration was estimated at the acquisition date using a Monte Carlo simulation under a risk-neutral framework that projected revenue-based performance milestones, R&D Deferred Consideration, and discounted expected payments at term-matched U.S.

Treasury rates plus RadNet's credit spread.

Key assumptions included a 2.5 % revenue risk premium, 30 % revenue volatility, 60 % operational leverage ratio, and 2.6 % credit spread.

The contingent consideration liability is remeasured at fair value each reporting period, with changes in fair value recognized in earnings.

As of December 31, 2025, the contingent consideration liability related to the CIMAR acquisition was approximately $ 5.8 million.

A tabular roll-forward of contingent consideration is as follows (amounts in thousands):

For the year ended December 31, 2025

Entity Account December 31, 2023 Balance Settlement of Contingent Consideration Change in Valuation of Contingent Consideration Currency Translation December 31, 2024 Balance

Entity Account January 1, 2025 Balance

Additions Settlement of Contingent Consideration Change in Valuation of Contingent Consideration December 31, 2025 Balance

See-Mode Technologies Pte.

Accrued expenses and other non-current liabilities $ — 8,966 ( 4,348 ) 711 $ 5,329

Kolb Radiology P.C.

Accrued expenses and other non-current liabilities $ — 4,500 — ( 600 ) $ 3,900

CIMAR UK Limited Accrued expenses and other non-current liabilities $ — 5,753 — — $ 5,753

For the year ended December 31, 2024

Entity Account January 1, 2024 Balance

Settlement of Contingent Consideration Change in Valuation of Contingent Consideration Currency Translation December 31, 2024 Balance

Heart & Lung Limited Accrued Expenses & Other Long Term Liabilities $ 6,242 $ ( 8,221 ) $ 1,060 $ 919 $ —

For the year ended December 31, 2023

Entity Account January 1, 2023 Balance Settlement of Contingent Consideration Change in Valuation of Contingent Consideration Currency Translation December 31, 2023 Balance

Entity Account January 1, 2023 Balance

Settlement of Contingent Consideration Change in Valuation of Contingent Consideration Currency Translation December 31, 2023 Balance

Aidence Other Long Term Liabilities $ 7,158 $ — $ ( 7,158 ) $ — $ —

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Heart & Lung Limited Accrued Expenses & Other Long Term Liabilities $ 11,053 $ ( 7,854 ) $ 2,476 $ 567 $ 6,242

For the year ended December 31, 2022

Entity January 1, 2022 Balance Addition Change in Valuation of Contingent Consideration Currency Translation December 31, 2022 Balance

Aidence $ — $ 7,477 $ ( 362 ) $ 43 $ 7,158

Quantib $ — $ 3,019 $ ( 903 ) $ 18 $ 2,134

Montclair $ — $ 1,200 $ — $ — $ 1,200

Heart & Lung Limited $ — $ 10,225 $ 566 $ 262 $ 11,053

FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy.

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2019 SWAPS - Interest Rate Contracts $ — $ 7,112 $ — $ 7,112

As of December 31, 2023

Level 1 Level 2 Level 3 Total

Deposits and Other

2019 SWAPS - Interest Rate Contracts $ — $ 15,118 $ — $ 15,118

The estimated fair value of these contracts was determined using Level 2 inputs.

More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the counterparty’s forward SOFR curve in 2024 and 2023.

respectively.

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Accrued expenses and other non-current liabilities

Heart & Lung Imaging Limited $ — $ — $ — $ —

As of December 31, 2023

Level 1 Level 2 Level 3 Total

Accrued expenses and other non-current liabilities

Heart & Lung Imaging Limited $ — $ — $ 6,242 $ 6,242

The estimated fair value of these liabilities was determined using Level 3 inputs.

For Heart & Lung Imaging Limited, the contingent consideration is determined by the achievement of a specific number of physician reads.

As significant inputs for the contingent consideration of Heart & Lung Imaging Limited are not observable and cannot be corroborated by observable market data they are classified as Level 3.

See-Mode Technologies Pte.

$ — $ — $ 5,329 $ 5,329

Kolb Radiology P.C.

— — 3,900 3,900

CIMAR UK Limited — — 5,753 5,753

Long Term Debt

The table below summarizes the estimated fair value and carrying amount of our Barclays Term Loans and Trust Term Loan long-term debt as follows (in thousands):

The table below summarizes the estimated fair value and carrying amount of our Barclays Term Loans and Truist Term Loan long-term debt as follows (in thousands):

As of December 31, 2025

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We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, and current liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, we consider the carrying amount of our and other notes payable to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

Additionally, we consider the carrying amount of our notes payable to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data):

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2025 2024 2023

Net income attributable to RadNet, Inc.

Net (loss) income attributable to RadNet, Inc.

common stockholders

BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

$ ( 18,652 ) $ 2,793 $ 3,044

BASIC NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS

Weighted average number of common shares outstanding during the period 75,189,872 73,037,237 63,580,059

Basic net income per share attributable to RadNet, Inc.

Basic net (loss) income per share attributable to RadNet, Inc.

common stockholders

DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

$ ( 0.25 ) $ 0.04 $ 0.05

DILUTED NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS

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Weighted average number of common shares used in calculating diluted net income per share 75,189,872 74,762,332 64,658,299

Changes in fair value associated with contingently issuable shares $ — $ — $ ( 724 )

Net income attributable to RadNet, Inc's common stockholders for diluted share calculation $ 2,793 $ 3,044 $ 9,926

Diluted net income per share attributable to RadNet, Inc.

Net (loss) income attributable to RadNet, Inc's common stockholders for diluted share calculation

$ ( 18,652 ) $ 2,793 $ 3,044

Diluted net (loss) income per share attributable to RadNet, Inc.

common stockholders

$ ( 0.25 ) $ 0.04 $ 0.05

Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive:

Nonvested restricted stock subject to service vesting 920,249 — —

Shares issuable upon the exercise of stock options 849,518 — 754,131

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If there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost, adjusted for observable price changes and impairments, with changes recognized in net income.

As of December 31, 2024, we have three equity investments with an aggregate carry value of $ 8.0 million.

No observable price changes or impairments in our investments were identified as of December 31, 2024, 2023, and 2022, except as disclosed below.

As of December 31, 2025, we have five equity investments with an aggregate carry value of $ 10.8 million.

No observable price changes or impairments in our investments were identified in the year ended December 31, 2025, 2024, and 2023, except as disclosed below.

During the year ended December 31, 2024, we recognized a $ 1.2 million impairment loss on our investment in Israel-based Medic Vision in our Imaging Center segment.

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Equity contributions in existing and purchase of interest in joint ventures 1,496

Impairment loss ( 75 )

Balance as of December 31, 2024 $ 104,057

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Equity contributions in existing and purchase of interest in joint ventures 20,480

Impairment loss ( 75 )

Balance as of December 31, 2025 $ 130,340

We charged management service fees from the imaging centers underlying these joint ventures of approximately $ 26.0 million, $ 24.1 million, and $ 17.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures.

As we have the ability to exercise significant influence over our joint venture entities, we consider them related parties.

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During the years ended December 31, 2025 and 2024, we made additional equity contributions of $ 20.5 million and $ 1.4 million, respectively, to Arizona Diagnostic Radiology Group ("ADRG", our joint venture with Dignity Health).

On November 1, 2022, we contributed eight of our imaging centers to ADRG of $ 12.7 million and recorded a loss of $ 0.5 million, which was calculated as the difference between the sale price and carrying value of such imaging centers which included equipment and other assets and an allocation of goodwill to such imaging centers.

We recorded $ 4.5 million of the sale price as an offset to due to affiliates while the remaining $ 8.3 million was recorded as investment in joint venture on our balance sheet.

We accounted for the transaction as an adjustment to our equity investment for the value of the assets contributed.

To maintain our 49 % economic interest in ADRG, we received a distribution from the partnership of $ 4.5 million to reduce our overall investment to $ 8.3 million.

Promissory Note from Joint Venture Member

On June 12, 2025, we executed a $ 17.0 million promissory note with Dignity Health, a related party and joint venture member of Arizona Diagnostic Radiology Group, LLC ("ADRG").

Monthly principal payments of $ 0.9 million begun July 1, 2025, with interest accruing at the Wall Street Journal Prime Rate plus 2 %.

Future distributions from ADRG to Dignity will be applied to the note balance until fully repaid.

The note is expected to mature on December 1, 2026.

As of December 31, 2025, we recorded the note balance of $ 11.4 million in Due from Affiliates on our Consolidated Balance Sheet.

Joint venture investment contribution

Santa Monica Imaging Group, LLC

Santa Monica Imaging Group, LLC ("SMIG") is a joint venture between RadNet ( 49 % economic interest) and Cedars-Sinai Medical Center ("CSMC") ( 51 % economic interest), consisting of multiple multi-modality imaging centers in Santa Monica and Beverly Hills, California.

RadNet initially held a 40 % economic interest, which was later reduced to 35 % in 2019.

In September 2023, RadNet increased its economic to 35 % by contributing two imaging centers (one newly constructed in Beverly Hills) valued at $ 27.2 million and purchasing an additional interest for cash payment of $ 11.3 million.

Simultaneously, CSMC contributed five additional imaging centers in Santa Monica.

As a result of this transaction, RadNet recognized a $ 16.8 million gain, recorded under (Gain) on contribution of imaging centers into joint venture in the Consolidated Statements of Operations, reflecting the difference between the fair value and carrying value of the contributed businesses.

The related gain on disposal of business was calculated as the difference between the fair value and carrying value of such imaging centers which included equipment, other assets, accrued liabilities, and an allocation of goodwill to such imaging centers.

On April 1, 2017, we formed in conjunction with Cedars-Sinai Medical Center the Santa Monica Imaging Group, LLC ("SMIG"), consisting of two multi-modality imaging centers located in Santa Monica, California with RadNet holding a 40 % economic interest and Cedars-Sinai Medical Center holding a 60 % economic interest.

We account for our share of the venture under the equity method.

On January 1, 2019, Cedars-Sinai Medical Center purchased an additional 5 % economic interest in SMIG from us and, as a result, our economic interest in SMIG was reduced to 35 %.

On September 1, 2023, we contributed an additional multi-modality imaging center and a newly constructed imaging center located in Beverly Hills, California valued at $ 27.2 million and purchased an additional economic interest in SMIG for cash payment of $ 11.3 million.

Simultaneously, Cedars-Sinai Medical Center contributed five additional multi-modality imaging centers located in Santa Monica, California.

As a result of the transaction, our economic interest in SMIG increased to 49 %.

We recorded a gain of $ 16.8 million, within gain on contribution of imaging centers into joint venture in our consolidated statement of operations representing the difference between the fair value and carrying value of the business contributed.

In determining the fair value of the imaging centers contributed to SMIG, we used an income approach which is considered a level 3 valuation technique.

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The guidance requires entities to provide enhanced disclosures about significant segment expenses.

For entities that have adopted the amendments in ASU 2023-07, the updated guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is applicable to the Company in fiscal 2024.

December 15, 2024, and is applicable to the Company in fiscal 2024.

Early adoption is permitted.

We adopted this ASU for the

year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements.

We adopted this ASU for the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Updates (ASUs) 2023-09 ("ASU 2023-09"), Income Tax (Topic 740) Improvements to Income Tax Disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, and is applicable to the Company in fiscal 2025.

Early adoption is permitted.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.

The Company adopted ASU 2023-09 on a retrospective basis in fiscal 2025.

The adoption impacted only the Company’s income tax disclosures and did not have an impact on its financial condition or results of operations.

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to enhance the transparency of certain expense disclosures.

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We are currently evaluating the impact of this ASU on our consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, to improve the consistency and operability of applying the current expected credit loss (“CECL”) model to accounts receivable and contract assets.

The amendments clarify certain aspects of estimating expected credit losses, including guidance related to the consideration of credit enhancements, the assessment of collectability, and the presentation and disclosure of credit losses for these financial assets.

The amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendments should be applied on a prospective basis, with retrospective application permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update (ASU) 2025-06 (“ASU 2025-06”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software development costs and enhance the operability of the guidance for different development methods.

The amendments remove the prescriptive “project-stage” model and require capitalization of software costs once management has authorized and committed to funding a project and it is probable that the software will be completed and used as intended.

The Update also introduces the concept of “significant development uncertainty,” requires application of the property, plant and equipment disclosure requirements to capitalized internal-use software costs, and incorporates website development guidance into Subtopic 350-40.

The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

NOTE 4 – BUSINESS COMBINATIONS AND RELATED ACTIVITY

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During the years ended 2025, 2024 and 2023, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

The primary reason for these acquisitions was to strengthen our presence in the California, Delaware, Maryland, New Jersey, Texas and New York markets.

We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands):

The primary reason for these acquisitions was to strengthen our presence in the California, Delaware, Maryland, Virginia, New Jersey, Texas and New York markets.

As of December 31, 2025, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands).

The valuation of assets acquired and liabilities assumed has not yet been finalized and remains subject to change, primarily related to the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

The fair value determination is preliminary and may be updated as additional information becomes available.

Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Assets Right of Use Liabilities Finance lease

HALO Centers LLC 1/2/2025 $ 4,200 587 3,238 3,563 50 — ( 3,238 ) —

Hillcroft Medical Clinic 3/7/2025 $ 734 278 — 406 50 — — —

North County Radiology Oceanside LLC 4/1/2025 $ 1,702 238 599 1,307 150 7 ( 599 ) —

Faculty Physicians and Surgeons of LLUSM (Palm Imaging) 5/1/2025 $ 1,400 648 — 702 50 — — —

California MSK MSO, LLC (OSS Burbank) 5/1/2025 $ 500 330 — 70 100 — — —

HALO Centers LLC (Indian Wells) 5/1/2025 $ 7,850 1,714 2,439 6,072 50 15 ( 2,439 ) —

Kolb Radiology P.C.

7/1/2025 $ 26,659 6,887 5,355 22,396 79 155 ( 6,125 ) ( 2,088 )

Schonholz and Drossman, LLP 9/1/2025 $ 30,101 2,921 5,566 26,790 295 95 ( 5,566 ) —

Laser Assets, Inc.* 11/1/2025 $ 29,058 7,145 4,529 22,170 134 ( 32 ) ( 4,889 ) —

Woodburn Nuclear Medicine, Ltd.* 11/1/2025 $ 29,705 1,658 4,292 27,902 1,105 — ( 5,252 ) —

River Radiology, PLLC* 11/3/2025 $ 1,200 798 1,908 244 150 8 ( 1,908 ) —

Total 133,109 23,204 27,925 111,622 2,213 248 ( 30,015 ) ( 2,088 )

*Fair Value Determination is preliminary and subject to change

In connection with these 2025 Imaging Centers acquisitions, we have added $ 1.1 million of covenant not to compete and $ 1.1 million of definite-lived trade names, which are subject to amortization, to our intangible assets.

In connection with these 2025 Imaging Centers acquisitions, the aggregate consideration transferred consisted of $ 117.2 million in cash, $ 15.9 million related to holdback and contingent consideration liabilities and in other liabilities.

Entity Date Acquired Total Purchase Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Right of Use Liabilities Notes payable and other liabilities

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Imaging, Inc.

6/1/2024 4,200 4,025 5,597 — 175 — ( 5,597 ) —

Global Imaging LLP 9/1/2024 2,900 1,266 — 1,584 50 — — —

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Total $ 59,045 $ 28,289 $ 25,709 $ 34,697 $ 2,565 $ 161 $ ( 26,079 ) $ ( 6,297 )

In connection with these acquisitions, we have added $ 1.2 million of covenant not to compete, which is subject to amortization, and $ 1.4 million of indefinite-lived trade names to our intangible assets.

Entity Date Acquired Total Purchase Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Right of Use Liabilities

& S Services Inc.* 1/1/2023 3,500 435 1,689 3,015 50 — ( 1,689 )

Southern California Diagnostic Imaging, Inc.* 1/1/2023 1,815 466 1,184 1,272 50 27 ( 1,184 )

Inglewood Imaging Center, LLC* 2/1/2023 2,600 877 1,188 1,658 50 15 ( 1,188 )

Ramapo Radiology Associates, P.C.* 2/1/2023 2,000 1,663 3,775 229 100 8 ( 3,775 )

Madison Radiology Medical Group, Inc.* 4/1/2023 250 100 — 150 — — —

Delaware Diagnostic Imaging, P.A.* 8/1/2023 600 401 337 149 50 — ( 337 )

Total $ 10,765 $ 3,942 $ 8,173 $ 6,473 $ 300 $ 50 $( 8,173 )

*Fair Value Determination is Final

Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition.

In connection with these 2024 imaging centers acquisitions, we have added $ 1.2 million of covenant not to compete, which is subject to amortization, and $ 1.4 million of indefinite-lived trade names to our intangible assets.

Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisitions.

Digital Health Segment

See-Mode Technologies

On June 2, 2025, we, through or wholly owned subsidiary DH AI International Holdings, B.V., acquired all of the equity interest in See-Mode Technologies Pte.

(“See-Mode”), a medical technology company focused on using artificial intelligence to enhance ultrasound-based diagnostics.

See-Mode’s operations are included in our Digital Health segment for reporting purposes.

The transaction was accounted for as the acquisition of a business with a total purchase consideration of approximately $ 28.9 million, including:

(i) cash of $ 17.9 million, (ii) a holdback of $ 2.0 million cash to be released 18 months after acquisition, and (iii) contingent consideration with a fair value of $ 9.0 million related to three performance milestones payable 50 % in cash and 50 % in shares of our common stock.

We recorded $ 0.2 million in other net assets, $ 5.5 million in developed technology, $ 5.4 million in IPR&D, $ 20.0 million in goodwill, and $ 2.2 million in deferred tax liabilities in connection with this transaction.

In performing the purchase price allocation, we considered, among other factors, the intended future use of the acquired assets, the historical financial performance, and estimates of the future performance of the See-Mode business.

On July 17, 2025, we completed the acquisition of all of the outstanding equity interests of iCAD, Inc.

(“iCAD”), a global leader in AI-powered breast health solutions.

The acquisition integrates iCAD’s commercial, technology, and regulatory capabilities with those of DeepHealth, our wholly owned subsidiary within the Digital Health segment.

The transaction strengthens DeepHealth’s position as an industry leader in AI-enabled breast cancer image interpretation and workflow optimization and expands its global market reach.

The transaction was accounted for as the acquisition of a business and was completed through an all-stock exchange, with total purchase consideration of approximately $ 110.7 million based on the fair value of our common stock issued to iCAD shareholders and the fair value of our options issued in exchange for outstanding iCAD options.

We allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values, which resulted in the recognition of goodwill of approximately $ 36.6 million, primarily reflecting expected synergies from integrating iCAD’s technology portfolio, established customer relationships, and assembled workforce.

In addition, we recorded identifiable intangible assets related to backlog, developed technology, customer relationships, and trade name totaling approximately $ 38.3 million, consisting of $ 1.8 million, $ 0.7 million, $ 6.8 million, and $ 29.0 million, respectively, deferred tax asset, net of $ 20.6 million, Cash, deposits and others of $ 14.2 million, and property and equipment of $ 1.1 million.

In connection with the iCAD acquisition, the Company identified and measured the fair values of acquired intangible assets, including backlog, trade names, developed technology, in-process research and development (“IPR&D”), and customer relationships.

The valuations were performed using the income approach, consistent with market participant assumptions.

The income approach incorporated assumptions such as projected revenues, estimated customer attrition, royalty rates, and discount rates reflecting market participant expectations.

IPR&D projects were determined to have no material fair value as of the acquisition date.

The identified intangible assets were assigned estimated useful lives as follows:

backlog — approximately 4 years;

trade names — approximately 1 year;

developed technology — approximately 7 years;

and customer relationships — approximately 15 years.

In performing the purchase price allocation, we considered, among other factors, the intended future use of the acquired assets, the historical financial performance, and the expected future contributions of the iCAD business.

As of December 31, 2025, the valuation of assets acquired and liabilities assumed is preliminary and subject to change, primarily with respect to the valuation of deferred taxes.

The fair value determination will be updated as additional information becomes available during the measurement period.

CIMAR UK Limited

On November 10, 2025, the Company completed the acquisition of all outstanding shares of CIMAR (UK) Limited (“CIMAR”), a United Kingdom–based provider of medical image storage and cloud-based PACS solutions.

The acquisition was accounted for as a business combination.

The total purchase consideration was approximately $ 37.0 million, consisting of $ 13.2 million in cash, $ 14.8 million in RadNet common stock issued after year end, a holdback of $ 3.2 million, and contingent consideration with a fair value of approximately $ 5.8 million as of the acquisition date, payable upon the achievement of specified recurring revenue targets.

The purchase consideration was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values, resulting in the recognition of goodwill of approximately $ 20.1 million, which is primarily attributable to expected synergies from integrating CIMAR’s technology and operations with the Company’s Digital Health platform.

Identifiable intangible assets recognized totaled approximately $ 22.3 million, consisting primarily of customer relationships of approximately $ 19.6 million, NHS and ISO certifications of approximately $ 2.2 million, and trade names of approximately $ 0.5 million.

In addition, the Company recorded current net assets of approximately $ 0.3 million.

The Company also recognized deferred tax liabilities of approximately $ 5.7 million in connection with the acquisition..

The identifiable intangible assets were valued using income- and cost-based valuation methodologies in accordance with ASC 805.

Customer relationships were valued using the multi-period excess earnings method, which considers projected revenues, customer attrition, contributory asset charges, and a market-based discount rate.

Trade names were valued using the relief-from-royalty method, based on projected revenues, an estimated royalty rate, and a market-based discount rate.

NHS and ISO certifications were valued using a cost approach based on estimated replacement cost.

The estimated useful lives are approximately 21 years for customer relationships, 4 years for trade names, and 1 years for certifications.

As of December 31, 2025, the purchase price allocation is preliminary and subject to change during the measurement period, primarily related to refinements in the valuation of intangible assets, contingent consideration, deferred taxes, and other customary purchase accounting adjustments.

Kheiron Medical Technologies LTD

On October 14, 2024, we acquired a all of the equity interest in Kheiron Medical Technologies LTD (“Kheiron”), which uses deep learning AI to help radiologists detect breast cancer.

On October 14, 2024, we acquired all of the equity interest in Kheiron Medical Technologies LTD (“Kheiron”), which uses deep learning AI to help radiologists detect breast cancer.

Kheiron’s operations are included in our Digital Health segment for reporting purposes.

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In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Kheiron business.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024, fair value determination is preliminary and subject to change.

Subsidiary activity

Formation of majority owned subsidiary and sale of economic interest

Pacific Diagnostic Imaging Group, LLC.

On March 21, 2025, we formed Pacific Diagnostic Imaging Group, LLC (“PDRG”), a Delaware limited liability company.

On April 1, 2025, we entered into a partnership with Tri-City Healthcare District (“Tri-City”) by selling a 20 % membership interest in PDRG for cash consideration of $ 0.3 million.

We retained an 80 % controlling interest in PDRG.

The joint venture operates outpatient imaging centers in Southern California.

The transaction did not result in a change of control, and no gain or loss was recognized.

Ventura County Imaging Group.

On March 31, 2024, Community Memorial Health System purchased an economic interest of Ventura County Imaging Group ("VGIC") for a consideration of $ 5.1 million.

As a result of the transaction, we retained 47.5 % controlling economic interest in VGIC.

Tri Valley Imaging Group, LLC .

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Simultaneously, PHS purchased from us an additional economic interest in TVIG for a cash payment of $ 9.6 million.

result of the transaction, we recognized a gain of $ 0.0 million to additional paid in capital and retained a 52 % controlling economic interest in TVIG and PHS retains a $ 7.8 million or 48 % noncontrolling economic interest in TVIG.

As a result of the transaction, we recognized a gain of $ 7.9 million to additional paid in capital and retained a 52 % controlling economic interest in TVIG and PHS retains a $ 7.8 million or 48 % noncontrolling economic interest in TVIG.

In determining the fair value of the imaging centers contributed to TVIG, we used an income approach which is considered a level 3 valuation technique.

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We also utilized the cash paid for an additional interest in the joint venture to substantiate the fair value of the contributed assets.

Ventura County Imaging Group.

On March 31, 2024, Community Memorial Health System purchased an economic interest of Ventura County Imaging Group ("VGIC") for a consideration of $ 5.1 million.

As a result of the transaction, we retained 47.5 % controlling economic interest in VGIC.

Los Angeles Imaging Group, LLC.

On September 1, 2023 we formed a wholly-owned subsidiary, Los Angeles Imaging Group, LLC ("LAIG").

The operation offers multi-modality imaging services out of three locations in Los Angeles, California.

We contributed the operations of 3 centers to the subsidiary.

Cedars-Sinai Medical Center purchased from us a 35 % noncontrolling economic interest in LAIG for a cash payment of $ 5.9 million.

As a result of the transaction, we retain a 65 % controlling economic interest in LAIG.

NOTE 5 – SEGMENT REPORTING

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We do not report balance sheet information by segment since it is not reviewed by our CODM to evaluate segment performance or to make resource allocation decisions.

In the first quarter of 2024, we revised our reportable segments to combine our eRad business, which was included in the Imaging Center segment, with our former AI segment to form a new Digital Health reportable segment.

Prior period amounts were adjusted retrospectively to reflect the change in reportable segment.

Accordingly, our reportable segments currently are our Imaging Center segment and our Digital Health segment.

Our Imaging Center segment provides physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders.

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Non-cash change in fair value of interest rate swaps ( 7,112 )

Debt restructuring and extinguishment expenses ( 11,292 )

Other income 32,066

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Other income 24,916

Gain on contribution of imaging centers into joint venture 16,808

Income before income taxes $ 44,862

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Other income 6,354

Gain on contribution of imaging centers into joint venture 16,808

Income before income taxes $ 38,810

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United States $ 2,006,237 $ 1,802,422 $ 1,599,745

United Kingdom 24,359 14,245 4,432

Other countries 33,973 27,242 16,885

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Goodwill from acquisitions $ 34,697 $ — $ 34,697

Disposals ( 9,235 ) — ( 9,235 )

Measurement period and other adjustments 1,603 — 1,603

Currency translation ( 417 ) ( 3,080 ) ( 3,497 )

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Goodwill from acquisitions 111,622 76,617 188,239

Measurement period and other adjustments — 87 87

Currency translation 1,734 6,940 8,674

Balance as of December 31, 2024 $ 628,537 $ 82,126 v $ 710,663

Balance as of December 31, 2025 $ 741,893 $ 165,770 $ 907,663

The amount of goodwill that is expected to be deductible for tax purposes as for 2025 is $ 232.8 million.

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Trade Names amortized 394 394 359 252 127 336 1,862 5.6

Certifications 1867 — — — — — 1,867 0.8

Others 438 438 438 219 — — 1,533 3.4

Trade Names indefinite life — — — — — 8,500 8,500

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Total property and equipment $ 807,702 $ 694,791

Included in our property and equipment at December 31, 2024 is approximately $ 56.6 million total of construction in process amounts consisting of $ 31.3 million in medical equipment, $ 0.9 million in computer and office equipment, none in software costs and $ 24.4 million in leasehold improvements.

Included in our property and equipment at December 31, 2023 is approximately $ 42.7 million total of construction in process amounts consisting of $ 12.2 million in medical equipment, $ 1.9 million in computer and office equipment, $ 6.0 million in software costs and $ 22.6 million in leasehold improvements.

Included in our property and equipment at December 31, 2025 is approximately $ 48.0 million total of construction in process amounts consisting of $ 28.8 million in medical equipment, $ 3.2 million in computer and office equipment, and $ 15.8 million in leasehold improvements.

Depreciation and amortization expense of property and equipment, including amortization of equipment under finance leases, for the years ended December 31, 2025, 2024 and 2023 was $ 136.1 million ($ 131.4 million in Imaging Center segment and $ 4.7 million in Digital Health segment), $ 125.3 million ($ 122.5 million in Imaging Center segment and $ 2.9 million in Digital Health segment) and $ 116.2 million ($ 115.0 million in Imaging Center segment and $ 1.2 million in Digital Health segment), respectively.

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Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

On June 11, 2025, we entered into Incremental Amendment No.

2 to the Barclays Credit Agreement (the “Second Amendment”), pursuant to which Barclays Bank PLC, as lender, provided an additional $ 100.0 million, net of a $ 1.0 million discount, of incremental term loan borrowings under our existing senior secured term loan facility, all other terms remained the same.

Amounts deferred will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

Pursuant to the Second Amendment, we are required to make quarterly principal payments of approximately $ 2.4 million, compared to $ 2.2 million prior to the amendment.

The remaining outstanding principal will be due as a lump-sum payment on April 18, 2031, the maturity date of the term loan.

Barclays Term Loan:

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Period Base Rate plus Margin Effective Rate

Through March 31, 2023 Eurodollar plus 2.50 %

Alternative Base Rate plus 2.00 %

April 1, 2023 to April 18, 2024 SOFR plus 3.00 %

Alternative Base Rate plus 2.00 %

8.33 % (credit spread adjustment of 0.11 %)

After April 18, 2024 to November 26, 2024 SOFR plus 2.5 %

As of December 31, 2024

SOFR plus 2.25 %

Prime Rate plus 1.25 %

6.77 % (credit spread adjustment of — % )

After November 26, 2024 SOFR plus 2.25 %

As of December 31, 2025

SOFR plus 2.25 %

Prime Rate plus 1.25 %

6.07 % (credit spread adjustment of 0.00 % )

With the recent restatement, we are required to make quarterly principal payments of $ 2.2 million (up from $ 1.8 million under the prior credit agreement).

With the most recent restatement, we are required to make quarterly principal payments of $ 2.2 million (up from $ 1.8 million under the prior credit agreement).

The Barclays Term Loan will mature on April 18, 2031 unless otherwise accelerated under the terms of the Barclays Credit Agreement.

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The Truist Credit agreement is secured by the assets of NJIN.

NJIN, and not the Company, is both the borrower and guarantor of the Truist Credit Agreement.

Truist Term Loan:

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We have issued certain notes payable in connection with the purchase of equipment previously leased under operating leases.

On April 1, 2024, January 15, 2024, and February 1, 2023 we issued promissory notes in the amount of $ 6.3 million, $ 6.9 million and $ 19.8 million, respectively, to purchase previously leased equipment.

Debt Obligations

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All leases are classified as operating or finance for accounting purposes, depending on the terms of the agreement.

Our incremental borrowing rate used to discount the stream of lease payments is closely related to the interest rates charged on our

collateralized debt obligations and our incremental borrowing rate is adjusted when those rates experience a substantial change.

Our incremental borrowing rate used to discount the stream of lease payments is closely related to the interest rates charged on our collateralized debt obligations and our incremental borrowing rate is adjusted when those rates experience a substantial change.

Operating lease costs are recognized as cost of operation in the Consolidated Statement of Operations.

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Total finance lease cost $ 87 $ 109 $ 1,204

(1) Operating lease cost above for the year ended December 31, 2024 and 2023 included $ 1.8 million and $ 2.7 million, respectively in lease abandonment charges.

(1) Operating lease cost above for the year ended December 31, 2025, 2024, and 2023 included $ 6.7 million, $ 1.8 million, and $ 2.7 million, respectively in lease abandonment charges.

Please see our discussion in the Leases section of Note 2, Summary of Significant Accounting Policies.

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For the years ended December 31, 2025, 2024 and 2023, we have the following income (loss) before income taxes (in thousands):

2025 2024 2023

US Domestic $ 50,367 $ 60,704 $ 60,374

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For the years ended December 31, 2025, 2024 and 2023, we recognized income tax expense comprised of the following (in thousands):

2025 2024 2023

Federal current tax $ — $ — $ —

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Other current tax — — —

Total current expenses 5,061 3,677 4,080

Federal deferred tax 9,526 3,269 8,960

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Foreign deferred tax ( 1,715 ) ( 674 ) ( 1,843 )

Total deferred expenses 9,801 2,349 4,393

Income tax expense 14,862 6,026 8,473

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Years Ended December 31,

Federal tax $ 9,416 $ 8,150

State franchise tax, net of federal benefit 3,652 3,730

Other non deductible expenses 781 133

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Federal Statutory Tax Rate $ 6,701 21.00 % $ 9,416 20.99 % $ 8,150 21.00 %

State and Local Income Taxes, Net of Federal Income Tax Effect 1

4,663 14.61 % 1,957 4.36 % 1,451 3.74 %

Foreign Tax Effects

Statutory tax rate difference between Netherlands and U.S.

( 891 ) ( 2.79 ) % ( 866 ) ( 1.93 ) % ( 1,116 ) ( 2.88 ) %

Change in valuation allowance 4,071 12.76 % 4,181 9.32 % 4,064 10.47 %

Other 222 0.70 % — — % ( 23 ) ( 0.06 ) %

Other foreign jurisdictions ( 220 ) ( 0.69 ) % 637 1.42 % 398 1.03 %

Changes in Valuation Allowances 30 0.09 % 15 0.03 % — — %

Nontaxable or Nondeductible Items

(Income)/loss attributable to noncontrolling interests ( 7,497 ) ( 23.49 ) % ( 7,569 ) ( 16.87 ) % ( 5,752 ) ( 14.82 ) %

Stock-based compensation 1,508 4.73 % ( 1,694 ) ( 3.78 ) % 62 0.16 %

Officer compensation 1,435 1,199

Noncontrolling interests in partnerships ( 7,581 ) ( 5,752 )

Changes in valuation allowance 4,675 ( 2,569 )

Return to provision ( 1,237 ) 5,987

Deferred true-ups and other ( 1,332 ) 483

Foreign rate differential ( 670 ) ( 1,083 )

Uncertain tax provisions ( 274 ) ( 884 )

Tax rate adjustment ( 458 ) ( 984 )

Other differences ( 14 ) —

Income tax expense $ 6,026 $ 8,473

Nondeductible executive compensation 2,449 7.67 % 870 1.94 % 1,199 3.09 %

Adjustments to fair market value — — % 418 0.93 % ( 563 ) ( 1.45 ) %

Nondeductible split dollar insurance ( 351 ) ( 1.10 ) % ( 320 ) ( 0.71 ) % ( 248 ) ( 0.64 ) %

Meals and Entertainment 427 1.34 % 416 0.93 % 636 1.64 %

Nondeductible transaction costs 1,472 4.61 % — — % — — %

Other 353 1.11 % 267 0.60 % 309 0.80 %

Changes in Unrecognized Tax Benefits 72 0.23 % ( 274 ) ( 0.61 ) % ( 884 ) ( 2.28 ) %

Other Adjustments

Other basis adjustments to joint ventures 741 2.32 % 268 0.60 % ( 226 ) ( 0.58 ) %

Other basis adjustments to other assets 1,112 3.48 % ( 1,696 ) ( 3.78 ) % 1,016 2.62 %

Effective Tax Rate 14,862 46.58 % 6,026 13.44 % 8,473 21.84 %

(1) State tax expense comprising the majority (greater than 50 percent) of the tax effect in this category for the years ended December 31, 2025, 2024 and 2023 is Maryland and New York, Maryland, and Maryland, respectively.

A summary of income taxes paid, net of refunds received, for the years ended December 31, 2025, 2024 and 2023 is as follows:

Years Ended December 31,

2025 2024 2023

Federal income taxes paid, net of refunds received

State income taxes paid, net of refunds received

California $ 145 $ 317 $ 127

Delaware — — 181

Florida 510 329 186

Maryland 2,301 1,150 1,000

New Jersey 81 284 1

New York 337 10 38

Other State Jurisdictions 299 80 55

3,673 2,170 1,588

Foreign income taxes paid, net of refunds received

United Kingdom 845 1,885 —

Other Foreign Jurisdictions 43 113 —

Total income taxes paid, net of refunds received 4,561 4,168 1,588

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial and income tax reporting purposes and operating loss carryforwards.

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We also had state net operating loss carryforwards of approximately $ 417.2 million, which expire at various intervals from the years 2026 through 2044.

As of December 31, 2024, $ 24.9 million of our federal net operating loss carryforwards acquired in connection with the 2011 acquisition of Raven Holdings U.S., Inc.

and the 2019 acquisition of Nulogix Health, Inc.

As of December 31, 2025, $ 196.6 million of our federal net operating loss carryforwards acquired in connection with the 2011 acquisition of Raven Holdings U.S., Inc., 2019 acquisition of Nulogix Health, Inc., and the 2025 acquisition of iCAD, Inc.

are subject to limitations related to their utilization under Section 382 of the Internal Revenue Code.

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Increases related to current year tax positions — 45

Increases related to acquisitions 4,079 —

Expiration of the statute of limitations for the assessment of taxes ( 367 ) ( 381 )

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Pillar Two had no impact on our 2024 ETR, and we do not currently expect Pillar Two to significantly impact our ETR going forward.

On July 4, 2025, the U.S.

President signed into law H.R.1, the legislation commonly known as the One Big Beautiful Bill Act (OBBBA).

This legislation extended, modified, or made permanent many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017.

The OBBBA contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on

business interest, bonus depreciation modifications, as well as international tax provision modifications.

These tax provisions apply to either tax years beginning after December 31, 2024 or December 31, 2025.

The Company is still in the process of analyzing some of the tax elections available under the OBBBA.

However, we do not expect these elections to have an impact on our effective rate for 2025.

NOTE 11 – STOCK-BASED COMPENSATION

Stock Incentive Plans

We have one long-term incentive plan that we adopted in 2006 and which we have amended and restated at various points in time:

April 20, 2015, March 9, 2017, April 15, 2021 April 27, 2023, and most recently by our stockholders at our annual stockholders meeting on June 7, 2023 (the “Restated Plan”).

We have reserved 20,100,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units, and stock appreciation rights.

Our stock-based compensation consists of various types of awards, each accounted for separately.

There is no overlap between Options, DeepHealth options, Restricted stock awards (RSAs) and Restricted stock units (RSUs), performance stock units (PSUs), and performance stock options (PSOs).

There is no overlap between Options, Restricted stock awards (RSAs) and Restricted stock units (RSUs), performance stock units (PSUs).

Certain options granted under the Restated Plan to employees are intended to qualify as incentive stock options under existing tax regulations.

Stock options generally vest over one to five years and expire five to ten years from the date of grant.

The following summarizes all of our incentive stock option transactions for the year ended December 31, 2024:

Outstanding Options

Under the Restated Plan Shares Weighted Average

Exercise price

Per Common Share Weighted Average

Life(in years) Aggregate

Balance, December 31, 2023 911,411 $ 16.60

Exercised ( 70,494 ) 9.52

Balance, December 31, 2024 840,917 17.19 5.42 $ 44,272,405

Exercisable at December 31, 2024 719,618 16.43 5.03 38,431,513

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2024 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on December 31, 2024.

As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested employee awards was $ 0.2 million which is expected to be recognized over a weighted average period of approximately 0.14 years.

DeepHealth Options

During the second quarter of fiscal 2020, in connection with the completion of the DeepHealth acquisition, we granted 412,434 options at a grant date fair value of $ 16.93 per share unit to DeepHealth employees in replacement of their stock options that were outstanding as of the closing date.

Outstanding Options

Under the Deep Health Plan Shares Weighted Average

Options may also be issued in connection with acquisitions as replacement awards for acquiree employee stock options.

Stock options generally vest over one to five years and expire five to ten years years from the date of grant.

The following summarizes all of stock option transactions for the year ended December 31, 2025:

Outstanding Options Shares Weighted Average

Exercise price

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(in years) Aggregate

(in thousands)

Balance, December 31, 2024 1,172,773 $ 16.77

Granted 163,838 30.96

Exercised ( 338,218 ) 16.11

Balance, Canceled, forfeited or expired ( 3,519 ) 79.90

Balance, December 31, 2025 994,874 19.11 5.42 $ 51,977

Exercisable at December 31, 2025 816,743 15.81 5.06 45,360

Options issued in replacement of original DeepHealth options as a result of our acquisition are not included in the share count under the Restated Plan.

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2025 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on December 31, 2025.

As of December 31, 2025, total unrecognized stock-based compensation expense related to non-vested employee awards was $ 0.5 million which is expected to be recognized over a weighted average period of approximately 0.66 years.

Restricted Stock Awards (“RSA’s”) and Restricted Stock Units ("RSUs")

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In January 2023, we granted certain employees PSUs with a target award of 60,685 shares of our common stock with a fair value of $ 18.64 .

The PSUs will vest in five equal parts, starting three years from the grant date based on continuous service,

with the number of shares earned ( 0 % to 200 % of the target award) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2023 through December 31, 2023.

The PSUs will vest in five equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 % to 200 % of the target award) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2023 through December 31, 2023.

In March of 2024, based on the performance condition being achieved, the board of directors issued 121,370 shares.

In October 2024, we granted certain employees PSUs with a target award of 35,522 shares of our common stock.

The PSUs will vest in five equal parts, on each anniversary of the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending upon the extent to which we achieve a performance condition determined by the management no later than the seventh anniversary of the grant date.

As of December 31, 2024, based on the performance to date, all 35,522 shares are expected to vest.

Performance based stock options ("PSOs")

In January 2022, we granted certain employees PSOs to purchase a maximum of 111,925 shares of our common stock with a strike price of $ 29.44 .

The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 shares to 111,925 shares) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2022 through December 31, 2022.

In January of 2023, based on the performance condition achieved, the board of directors issued 27,981 options.

In January 2023, we granted certain employees PSOs with a potential to purchase a maximum of 235,227 shares of our common stock with a strike price of $ 18.64 .

The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 shares to 235,227 shares) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period January 1, 2023 through December 31, 2023.

In March 2024, based on the performance condition being achieved, the board of directors issued 235,227 options.

he PSUs vest in five equal annual installments on each anniversary of the grant date, subject to continued service and achievement of a performance condition established at the grant date.

The performance condition will be measured over a performance period ending no later than the seventh anniversary of the grant date.

The number of shares earned may range from 0 % to 100 % of the target award based on actual performance results.

As of December 31, 2025, based on performance achieved to date, all 35,522 shares are expected to vest.

In summary, of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan at December 31, 2025, there remain 2,188,284 shares available for future issuance.

NOTE 12 – SUBSEQUENT EVENTS

On January 1, 2025, we acquired HALO Centers, LLC for a purchase consideration of approximately $ 4.2 million.

HALO Centers, LLC consists of one multi-modality imaging center located in California.

RRC Royal Management, LLC

On January 6, 2026, we acquired RRC Royal Management, LLC ("RRC") for purchase consideration of approximately $ 65.0 million.

RRC consists of 13 imaging centers located in Southwest Florida.

Northwest Radiology Network, P.C.

On January 30, 2026, we acquired Northwest Radiology Network, P.C.

for purchase consideration of approximately $ 9.0 million.

Northwest Radiology Network, P.C.

consists of 6 imaging centers located in Indianapolis, Indiana.

On March 2, 2026, the Company completed the acquisition of all of the outstanding shares of Gleamer SAS and its subsidiaries.

The aggregate purchase consideration consists of € 215.0 million in upfront cash consideration, subject to customary adjustments for cash, indebtedness and working capital, as well as potential contingent consideration of up to € 15.0 million based on the achievement of specified performance targets.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data