nutx-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from to

Commission File Number: 001-41346

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)



Delaware			11-3363609
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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)

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

Title of each class

Trading Symbol

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2026, the registrant had 6,881,339 shares of common stock, $0.001 par value, outstanding. Includes the additional shares issuable to satisfy existing earn out obligations.

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NUTEX HEALTH INC.

FORM 10-Q

TABLE OF CONTENTS



Introductory Note
Cautionary Note Regarding Forward-Looking Statements

Part I — Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited )	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

Part II — Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	40
Item 6.	Exhibits	40

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INTRODUCTORY NOTE

Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” “Nutex” and similar words are references to Nutex Health Inc., a Delaware corporation, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.

This document contains certain forward-looking statements with respect to our financial condition, results of operations and business, plans, objectives and strategies. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes.

These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors we believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause our plans, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report. We do not assume any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report, and in the Annual Report of Nutex Health Inc. on Form 10-K for the year ended December 31, 2025 and other filings of the Company with the United States Securities and Exchange Commission.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

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

See accompanying notes to the unaudited condensed consolidated financial statements.

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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

See accompanying notes to the unaudited condensed consolidated financial statements.

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NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Noncontrolling Interests		Total Equity
(In thousands, except share data)	Shares	Amount

Balance at December 31, 2024	5,511,452	$	6	$	489,409	$	(356,976)	$	56,094	$	188,533
Common stock issued for Employee Stock Purchase Plan	1,161	—		40		—		—		40
Stock-based compensation	422,091	—		23,252		—		—		23,252
Vesting of Restricted Stock Units	15,835	—		—		—		—		—
Distributions	—	—		—		—		(7,364)		(7,364)
Net income	—	—		—		21,217		29,589		50,806
Balance at March 31, 2025	5,950,539	$	6	$	512,701	$	(335,759)	$	78,319	$	255,267


Balance at December 31, 2025	7,086,670	$	7	$	615,627	$	(286,187)	$	93,990	$	423,437

Common stock issued for Employee Stock Purchase Plan	547	—		97		—		—		97



Vesting of Restricted Stock Units	52,096	—		—		—		—		—
Stock-based compensation	12,753	—		1,604		—		—		1,604
Stock repurchases and retirements	(200,444)	—		(31,730)		—		—		(31,730)
Contributions	—	—		68		—		1,171		1,239
Distributions	—	—		—		—		(15,357)		(15,357)
Net income	—	—		—		46,807		15,956		62,763
Balance at March 31, 2026	6,951,622	$	7	$	585,666	$	(239,380)	$	95,760	$	442,053

See accompanying notes to the unaudited condensed consolidated financial statements.

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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)

SEC Form 10-Q filed by Nutex Health Inc.