Form 8-K

8-K — Nutex Health Inc.

Accession: 0001628280-26-028852

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001479681

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nutx-20260430.htm (Primary)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 30, 2026

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41346

11-3363609

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (I.R.S. Employer

Identification Number)

1776 Yorktown St, Suite 700, Houston, Texas 77056

(Address of principal executive offices) (zip code)

(713) 660-0557

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols(s) Name of each exchange on which registered

Common Stock, $0.001 par value NUTX The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition

On April 30, 2026, Nutex Health Inc. (the “Company”) announced its financial and operating results for the first quarter ending March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No. Description of Exhibit

99.1

Press Release dated April 30, 2026

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 30, 2026

Nutex Health Inc.

By: /s/ Jon C. Bates

Jon C. Bates

Chief Financial Officer

EX-99.1

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Document

NUTEX HEALTH REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

HOUSTON, TX − (PRNewswire) – APRIL 30, 2026 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), today announced financial results for the three months ended March 31, 2026. Nutex Health is a physician-led, healthcare services and operations company with 27 hospital facilities in 12 states (hospital division), and a primary care-centric, risk-bearing physician network.

Financial highlights for the three months ended March 31, 2026:

•Total revenue increased 2.2% to $216.5 million compared to $211.8 million for the same period in 2025, driven by 1.8% growth in hospital division revenue to $207.6 million from $203.9 million, while revenue at same hospitals, which are hospitals that were opened by December 31, 2024, increased 0.2%.

•Net income attributable to Nutex Health increased to $46.8 million, or diluted EPS of $6.52, compared to $21.2 million, or diluted EPS of $3.33, for the three months ended March 31, 2025.

•EBITDA attributable to Nutex Health was $68.3 million and Adjusted EBITDA attributable to Nutex Health was $57.6 million, compared to $51.5 million and $72.8 million, respectively, for the months ended March 31, 2025.

•Total visits at the Hospital Division increased 3.1% year over year to 49,742, while visits at same hospitals increased 0.6%.

•Net cash provided by operating activities was $75.5 million for the three months ended March 31, 2026 as compared to $51.0 million for the same period in 2025; and as of March 31, 2026, the Company had long-term debt, net of $24.3 million, down from $29.2 million as of December 31, 2025.

Note: EBITDA and Adjusted EBITDA are non-GAAP financial metrics. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release.

Within the hospital division, revenue from same hospitals increased 0.2% compared to the first quarter 2025, while a meaningful portion of total hospital revenue continued to be supported by higher acuity claims and favorable outcomes in the Independent Dispute Resolution (“IDR”) process. The Company has submitted between 50–60% of its claims through IDR; when an award determination is made, Nutex Health currently prevails in over 85% of those determinations and collects, on average, over 80% of the award amounts, with arbitration costs approximating 35% of arbitration-related revenue. Total stock-based compensation expense for the three months ended March 31, 2026 was $(3.9) million, compared to $27.6 million for the same period in 2025. Net income attributable to Nutex Health increased 120.6% in the first quarter of 2026 as compared to the same period in 2025, underscoring strong operating cash generation and execution of its planned growth strategy.

“The 2026 year has started out strong producing solid revenue of $216.5 million, net income attributable to Nutex of $46.8 million, diluted EPS of $6.52 per share and $75.5 million of operating cash flow in the quarter. Our balance sheet remains very strong with a record high cash balance of $207.3 million. We are well positioned for our planned growth of three new hospital openings later this year,” stated Jon Bates, Chief Financial Officer of Nutex Health.

"2026 is off to a solid start as we are pleased to share our first set of 2026 financial results. Operationally, we continue to make significant progress in strengthening internal processes and targeted investments designed to drive both patient volumes and inpatient admissions," stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.

Dr. Vo continues: "We remain on track to target a sustainable development pace of three to five hospitals annually. Importantly, our Board of Directors has approved Nutex Health to begin selective self-development of new facilities through our real estate division starting in 2026, evaluated on a case-by-case basis. This strategic investment underscores our confidence in the long‑term growth opportunities and ensures that our hospital development pipeline remains strong and durable."

For more details on the Company’s financial results for the three months ended March 31, 2026, please refer to our Quarterly Report on Form 10-Q filed with the U.S. Securities & Exchange Commission and accessible at www.sec.gov.

Conference Call on First Quarter 2026 Results

The Company will host a conference call on Friday, May 1, 2026 at 9:30 a.m. CT to discuss its results for the first quarter of 2026.

Participant Listening: 1-877-407-9208 or 1-201-493-6784

Participant Link: https://callme.viavid.com/viavid/?callme=true&passcode=13746493&h=true&info=company&r=true&B=6

To access the call, please dial in approximately five minutes before start time. Those who are unable to attend the live conference call may access the recording on the Company's website.

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share amounts) March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 207,347 $ 185,574

Restricted cash 3,292 297

Accounts receivable 339,560 319,440

Accounts receivable - related parties 6,339 5,978

Inventories 4,679 2,866

Prepaid expenses and other current assets 18,432 24,656

Total current assets 579,649 538,811

Property and equipment, net (accumulated depreciation of 33,598 and 31,696 as of March 31, 2026 and December 31, 2025, respectively)

94,927 94,581

Operating lease right-of-use assets 26,554 26,955

Financing lease right-of-use assets 220,696 222,367

Intangible assets, net 20,905 21,230

Goodwill, net 13,919 13,919

Other assets 668 662

Total assets $ 957,318 $ 918,525

Liabilities and Equity

Current liabilities:

Accounts payable $ 46,452 $ 45,863

Accounts payable - related parties 3,920 3,104

Lines of credit 146 740

Current portion of long-term debt 16,728 13,336

Operating lease liabilities, current portion 2,176 2,152

Financing lease liabilities, current portion 7,364 7,077

Accrued arbitration expenses 56,833 49,743

Accrued income tax expense 15,594 867

Accrued stock-based compensation 2,723 8,256

Accrued expenses and other current liabilities 32,500 26,773

Total current liabilities 184,436 157,911

Long-term debt, net 24,261 29,174

Non-current operating lease liabilities, net 29,633 30,037

Non-current financing lease liabilities, net 268,778 268,877

Deferred tax liabilities 8,157 9,089

Total liabilities 515,265 495,088

Commitments and contingencies (Note 10)

Equity:

Common stock, $0.001 par value; 950,000,000 shares authorized; 6,951,622 and 7,086,670 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

7 7

Additional paid-in capital 585,666 615,627

Accumulated deficit (239,380) (286,187)

Nutex Health Inc. equity 346,293 329,447

Noncontrolling interests 95,760 93,990

Total equity 442,053 423,437

Total liabilities and equity $ 957,318 $ 918,525

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three months ended March 31,

(In thousands, except per share amounts) 2026 2025

Revenue:

Hospital division $ 207,570 $ 203,947

Population health management division 8,915 7,842

Total revenue 216,485 211,789

Operating costs and expenses:

Payroll 41,439 34,860

Contract services 60,532 38,655

Medical supplies 4,009 3,801

Depreciation and amortization 5,492 5,092

Other 13,283 11,043

Total operating costs and expenses 124,755 93,451

Gross profit 91,730 118,338

Corporate and other costs:

Stock-based compensation (3,915) 27,642

General and administrative expenses 14,380 10,035

Total corporate and other costs 10,465 37,677

Operating income 81,265 80,661

Interest expense, net 4,682 6,120

Other expense 23 3,325

Income before taxes 76,560 71,216

Income tax expense 13,797 20,410

Net income 62,763 50,806

Less: net income attributable to noncontrolling interests 15,956 29,589

Net income attributable to Nutex Health Inc. $ 46,807 $ 21,217

Earnings per common share:

Basic $ 6.70 $ 3.74

Diluted $ 6.52 $ 3.33

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31,

(In thousands) 2026 2025

Cash flows from operating activities:

Net income $ 62,763 $ 50,806

Adjustment to reconcile net income to net cash from operating activities:

Depreciation and amortization 5,492 5,092

Stock-based compensation expense (3,915) 27,642

Changes to deferred taxes (932) (2,500)

Debt accretion expense 33 253

Changes in operating assets and liabilities:

(Increase)/Decrease in Accounts receivable (20,120) (62,633)

(Increase)/Decrease in Accounts receivable - related party (361) (656)

(Increase)/Decrease in Inventories (1,813) (268)

(Increase)/Decrease in Prepaid expenses and other current assets 6,218 (1,378)

(Increase)/Decrease in Operating right-of-use assets 401 406

Increase/(Decrease) in Accounts payable 289 10,222

Increase/(Decrease) in Accounts payable - related party 816 1,334

Increase/(Decrease) in Operating lease liabilities (380) (245)

Increase/(Decrease) in Accrued arbitration expenses 7,090 4,061

Increase/(Decrease) in Accrued income tax expense 14,727 19,598

Increase/(Decrease) in Accrued expenses and other current liabilities 5,210 (769)

Net cash provided by operating activities 75,518 50,965

Cash flows from investing activities:

Acquisitions of property and equipment (1,201) (64)

Net cash used in investing activities (1,201) (64)

Cash flows from financing activities:

Proceeds from lines of credit — 3,864

Proceeds from notes payable — 157

Repayments of lines of credit (594) (292)

Repayments of notes payable (1,554) (1,810)

Repayments of finance leases (1,553) (1,367)

Cash related to stock repurchases and retirements (31,730) —

Members' contributions 1,239 —

Members' distributions (15,357) (7,364)

Net cash used in financing activities (49,549) (6,812)

Net change in cash, cash equivalents, and restricted cash 24,768 44,089

Cash and cash equivalents - beginning of the period 185,574 40,640

Restricted cash - beginning of period 297 —

Cash and cash equivalents and restricted cash - beginning of period 185,871 40,640

Cash and cash equivalents - end of period 207,347 84,729

Restricted cash - end of period 3,292 —

Cash and cash equivalents and restricted cash - end of period $ 210,639 $ 84,729

Non-GAAP Financial Measures (Unaudited)

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used as supplemental non-GAAP financial measures by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe EBITDA and Adjusted EBITDA are useful because these measures allow us to more effectively evaluate our operating performance.

We define EBITDA as net income attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization. Interest expense includes interest on lease liabilities, which is a component of total finance lease cost.

We define Adjusted EBITDA as net income attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for stock-based compensation, certain defined items of expense and any acquisition-related costs and impairments. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below.

Beginning in the first quarter of 2025, we have updated our presentation of Adjusted EBITDA to separately disclose finance lease payments related to leases under ASC 842. We believe this update provides greater transparency into our operating performance.

EBITDA and Adjusted EBITDA are not intended to serve as alternatives to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. EBITDA and Adjusted EBITDA follows (in thousands):

Three Months Ended March 31,

2026 2025

Reconciliation of net income attributable to Nutex Health Inc. to Adjusted EBITDA:

Net income attributable to Nutex Health Inc. $ 46,807 $ 21,217

Depreciation and amortization 5,492 5,092

Interest expense, net 4,682 6,120

Income tax expense 13,797 20,410

Allocation to noncontrolling interests (2,473) (1,297)

EBITDA 68,305 51,542

Stock-based compensation (3,915) 27,642

Finance lease payments

(6,826) (6,363)

Adjusted EBITDA $ 57,564 $ 72,821

About Nutex Health Inc.

Headquartered in Houston, Texas and founded in 2011, Nutex Health Inc. (NASDAQ: NUTX) is a healthcare management and operations company with two divisions: a Hospital Division and a Population Health Management Division.

The Hospital Division owns, develops and operates innovative health care models, including micro-hospitals, specialty hospitals, and hospital outpatient departments. This division owns and operates 27 hospital facilities in 12 states.

The Population Health Management division owns and operates provider networks such as Independent Physician Associations. Through our Management Services Organization, we provide management, administrative and other support services to our affiliated hospitals and physician groups.

Forward-Looking Statements

Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will”, “will likely result” “expected to,” “will continue,” “anticipated,” “estimate,” “projected,” “intend,” “goal,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to, regulatory and litigation uncertainty under the No Surprises Act, lawsuits filed by health insurance providers against our third party provider in the arbitration process, sales of a substantial amount of our Common Stock by our stockholders, our obligation to issue additional shares of our common stock to former doctor owners of under construction hospitals, manipulative short seller reports, the impact of litigation and disputes, our ability to successfully execute our growth strategy, economic conditions, dependence on management, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company’s ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors” in Part II, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.

FOR ADDITIONAL INFORMATION:

Nutex Health, Inc.

Jennifer Rodriguez – Investor Relations

investors@nutexhealth.com

– Media Contact

jrodriguez@nutexhealth.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration