Form 8-K

8-K — Nutex Health Inc.

Accession: 0001628280-26-054274

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001479681

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nutx-20260806.htm (Primary)

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8-K

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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) August 6, 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 August 6, 2026, Nutex Health Inc. (the “Company”) announced its financial and operating results for the second quarter ending June 30, 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 August 6, 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: August 6, 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 SECOND QUARTER 2026 FINANCIAL RESULTS

HOUSTON, TX − (PRNewswire) – AUGUST 6, 2026 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), today announced financial results for the three and six months ended June 30, 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 June 30, 2026:

•Net income attributable to Nutex Health increased to $65.8 million, or diluted EPS of $9.38, compared to a loss of $17.7 million, or diluted EPS of $(2.95), for the three months ended June 30, 2025.

•EBITDA attributable to Nutex Health was $94.1 million and Adjusted EBITDA attributable to Nutex Health was $90.0 million, compared to $(0.5) million and $71.6 million, respectively, for the three months ended June 30, 2025.

•Total visits at the Hospital Division increased 9.6% year over year to 49,962, while visits at same hospitals, which are hospitals that were opened by December 31, 2024, increased 6.3%.

•Net cash provided by operating activities was $34.2 million for the three months ended June 30, 2026 as compared to $27.3 million for the same period in 2025.

Financial highlights for the six months ended June 30, 2026:

•Net income attributable to Nutex Health increased to $112.6 million, or diluted EPS of $15.87, compared to $3.5 million, or diluted EPS of $0.55, for the six months ended June 30, 2025.

•EBITDA attributable to Nutex Health was $162.5 million and Adjusted EBITDA attributable to Nutex Health was $147.5 million, compared to $51.1 million and $144.4 million, respectively, for the six months ended June 30, 2025.

•Total visits at the Hospital Division increased 6.2% year over year to 99,704, while visits at same hospitals increased 3.4%.

•Net cash provided by operating activities was $109.7 million for the six months ended June 30, 2026 as compared to $78.2 million for the same period in 2025; and as of June 30, 2026, the Company had long-term debt, net of $31.1 million, slightly up 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.

Total revenue decreased 6.3% to $427.2 million for the six months ended June 30, 2026 compared to $455.8 million for the same period in 2025, while revenue at same hospitals decreased 6.0%. Total revenue decreased 13.6% to $210.8 million for the three months ended June 30, 2026 compared to $244.0 million for the same period in 2025, while revenue at same hospitals, decreased 12.1%. Most of the revenue decrease in 2026 compared to 2025 is due to the positive results from the early stage improvement in the IDR process that were realized in the first half of 2025.

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.

Total arbitration-related costs decreased for both the three and six months ended June 30, 2026, reflected as a $52.3 million reduction to contract services expense. The reduction was driven primarily by the favorable June 30, 2026 retroactive amendment to the Company’s agreement with HaloMD and the reduction in the CMS administrative fee. The HaloMD amendment transitioned certain fees to a pay-on-collected basis retroactive to our original contract date of May 1, 2024 and revised service fee terms for federal and state net settlement amounts obtained on or after July 1, 2026. The CMS administrative fee for the federal IDR process was decreased from $115 to $15 per party per dispute effective June 11, 2026. The cumulative impact from these two key changes directly reduced the contract services expenses for the second quarter and six months ended 2026 period by $52.3 million. Based on current expectations, we anticipate the impact of these favorable changes will lead to an approximate 25-30% reduction in our normalized historical contract services expenses prospectively. This impact is based on the current regulatory outlook and the Company's current expectations. Actual contract services expenses incurred in the future may differ significantly. One additional item within the HaloMD agreement is that the Company may perform dispute resolution services in-house or through the engagement of another third-party vendor or service provider with respect to certain future facilities.

Total stock-based compensation for the six months ended June 30, 2026 was a gain of $1.0 million, compared to an expense of $106.4 million for the same period in 2025. Net income attributable to Nutex Health increased 3100% in the first six months of 2026 as compared to the same period in 2025, underscoring strong operating cash generation and execution of its planned growth strategy.

“2026 is continuing to be a solid financial year, including total revenue of $427.2 million, net income attributable to Nutex of $112.6 million, diluted EPS of $15.87 per share and $109.7 million of operating cash flow in the first six months of 2026. We also delivered meaningful operating income improvement, with operating income increasing to $203.0 million for the first six months of 2026 from $114.3 million in the same period of 2025, supported by lower total operating costs and expenses of $194.2 million compared to $212.5 million in the prior-year period. Our balance sheet remains strong with a cash balance of $205.2 million and long-term debt of $31.1 million. We believe we are set up well for finishing the year strong as we continue to grow with the expected opening of three new hospital later this year,” stated Jon Bates, Chief Financial Officer of Nutex Health.

"We are pleased with our progress through the first half of 2026, as our teams continue to execute on initiatives designed to strengthen internal processes and initiatives, expand patient access, and drive both patient volumes and inpatient admissions. Our operating performance, revenue cycle management execution, new hospital openings and disciplined expense management all contributed to improved profitability, including net income attributable to Nutex Health of $112.6 million and diluted EPS of $15.87 for the first six months of 2026," stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.

For more details on the Company’s financial results for the three and six months ended June 30, 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 Second Quarter 2026 Results

The Company will host a conference call on Friday, August 7, 2026 at 9:30 a.m. CT to discuss its results for the first two quarters 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) June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 205,208 $ 185,574

Restricted cash 1,900 297

Accounts receivable 351,675 319,440

Accounts receivable - related parties 5,025 5,978

Inventories 4,207 2,866

Prepaid expenses and other current assets 17,635 24,656

Total current assets 585,650 538,811

Property and equipment, net (accumulated depreciation of 35,317 and 31,696 as of June 30, 2026 and December 31, 2025, respectively)

95,702 94,581

Operating lease right-of-use assets 26,150 26,955

Financing lease right-of-use assets 219,067 222,367

Intangible assets, net 20,580 21,230

Goodwill, net 13,919 13,919

Other assets 3,561 662

Total assets $ 964,629 $ 918,525

Liabilities and Equity

Current liabilities:

Accounts payable $ 4,281 $ 45,863

Accounts payable - related parties 5,679 3,104

Lines of credit 98 740

Current portion of long-term debt 8,496 13,336

Operating lease liabilities, current portion 2,238 2,152

Financing lease liabilities, current portion 7,271 7,077

Accrued arbitration expenses 49,668 49,743

Accrued income tax expense 4,006 867

Accrued stock-based compensation 4,854 8,256

Accrued expenses and other current liabilities 30,629 26,773

Total current liabilities 117,220 157,911

Long-term debt, net 31,105 29,174

Non-current operating lease liabilities, net 29,223 30,037

Non-current financing lease liabilities, net 268,905 268,877

Deferred tax liabilities 10,864 9,089

Total liabilities 457,317 495,088

Commitments and contingencies (Note 10)

Equity:

Common stock, $0.001 par value; 950,000,000 shares authorized; 6,843,785 and 7,086,670 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

7 7

Additional paid-in capital 567,847 615,627

Accumulated deficit (173,538) (286,187)

Nutex Health Inc. equity 394,316 329,447

Noncontrolling interests 112,996 93,990

Total equity 507,312 423,437

Total liabilities and equity $ 964,629 $ 918,525

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share amounts) 2026 2025 2026 2025

Revenue:

Hospital division $ 201,852 $ 236,302 $ 409,422 $ 440,249

Population health management division 8,900 7,683 17,815 15,525

Total revenue 210,752 243,985 427,237 455,774

Operating costs and expenses:

Payroll 42,751 36,284 84,190 71,144

Contract services 1,082 61,109 61,614 99,764

Medical supplies 5,342 4,812 9,351 8,613

Depreciation and amortization 5,317 5,248 10,809 10,340

Other 14,981 11,608 28,264 22,651

Total operating costs and expenses 69,473 119,061 194,228 212,512

Gross profit 141,279 124,924 233,009 243,262

Corporate and other costs:

Stock-based compensation 2,884 78,747 (1,031) 106,389

General and administrative expenses 16,677 12,498 31,057 22,533

Total corporate and other costs 19,561 91,245 30,026 128,922

Operating income 121,718 33,679 202,983 114,340

Interest expense, net 4,671 5,678 9,353 11,798

Other expense (38) 4,269 (15) 7,594

Income before taxes 117,085 23,732 193,645 94,948

Income tax expense 20,768 7,588 34,565 27,998

Net income 96,317 16,144 159,080 66,950

Less: net income attributable to noncontrolling interests 30,475 33,841 46,431 63,430

Net income attributable to Nutex Health Inc. $ 65,842 $ (17,697) $ 112,649 $ 3,520

Earnings per common share:

Basic $ 9.58 $ (2.95) $ 16.26 $ 0.60

Diluted $ 9.38 $ (2.95) $ 15.87 $ 0.55

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

(In thousands) 2026 2025

Cash flows from operating activities:

Net income $ 159,080 $ 66,950

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

Depreciation and amortization 10,809 10,340

Stock-based compensation expense (1,031) 106,389

Changes to deferred taxes 1,775 (4,865)

Debt accretion expense 44 504

Non-cash effect of change in estimate (52,319) —

Changes in operating assets and liabilities:

(Increase)/Decrease in Accounts receivable (32,235) (116,768)

(Increase)/Decrease in Accounts receivable - related party 953 (2,135)

(Increase)/Decrease in Inventories (1,341) 575

(Increase)/Decrease in Prepaid expenses and other current assets 4,122 (8,640)

(Increase)/Decrease in Operating right-of-use assets 805 121

Increase/(Decrease) in Accounts payable (4,067) 19,334

Increase/(Decrease) in Accounts payable - related party 2,575 1,169

Increase/(Decrease) in Operating lease liabilities (728) 194

Increase/(Decrease) in Accrued arbitration expenses 14,729 21,043

Increase/(Decrease) in Accrued income tax expense 3,139 (18,169)

Increase/(Decrease) in Accrued expenses and other current liabilities 3,408 2,180

Net cash provided by operating activities 109,718 78,222

Cash flows from investing activities:

Acquisitions of property and equipment (3,741) (815)

Proceeds from restricted short-term investment — 2,941

Cash related to asset acquisition — (1,994)

Net cash provided by (used in) investing activities (3,741) 132

Six Months Ended June 30,

(In thousands) 2026 2025

Cash flows from financing activities:

Proceeds from lines of credit — 4,606

Proceeds from notes payable — 258

Repayments of lines of credit (642) (301)

Repayments of notes payable (2,953) (5,697)

Repayments of finance leases (3,317) (2,593)

Proceeds from exercise of warrants 75 —

Cash related to stock repurchases and retirements (50,688) —

Members' contributions 1,405 242

Members' distributions (28,620) (18,776)

Net cash used in financing activities (84,740) (22,261)

Net change in cash, cash equivalents, and restricted cash 21,237 56,093

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 205,208 96,733

Restricted cash - end of period 1,900 —

Cash and cash equivalents and restricted cash - end of period $ 207,108 $ 96,733

Non-GAAP Financial Measures

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, finance lease payments related to leases under Accounting Standards Codification Topic 842: Leases ("ASC 842"), 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 follow (in thousands):

Three Months Ended June 30,

2026 2025

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

Net income attributable to Nutex Health Inc. $ 65,842 $ (17,697)

Depreciation and amortization 5,317 5,248

Interest expense, net 4,671 5,678

Income tax expense 20,768 7,588

Allocation to noncontrolling interests (2,452) (1,275)

EBITDA 94,146 (458)

Stock-based compensation 2,884 78,747

Finance lease payments

(7,045) (6,675)

Adjusted EBITDA $ 89,985 $ 71,614

Six Months Ended June 30,

2026 2025

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

Net income attributable to Nutex Health Inc. $ 112,649 $ 3,520

Depreciation and amortization 10,809 10,340

Interest expense, net 9,353 11,798

Income tax expense 34,565 27,998

Allocation to noncontrolling interests (4,925) (2,572)

EBITDA 162,451 51,084

Stock-based compensation (1,031) 106,389

Finance lease payments (13,871) (13,038)

Adjusted EBITDA $ 147,549 $ 144,435

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 Reform 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, and the Quarterly Report on Form 10-Q for the three months ended March 31, 2026, 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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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

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

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