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0001479681FALSE00014796812025-11-182025-11-18

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) November 19, 2025
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)
6030 S. Rice Ave, Suite C, Houston, Texas 77081
(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 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 On November 19, 2025, Nutex Health Inc. (the “Company”) announced its financial and operating results for the third quarter ending September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



Item 2.02. Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit No. Description of Exhibit
99.1
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 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.



SIGNATURE
Date: November 19, 2025
Nutex Health Inc.
By: /s/ Jon C. Bates
Jon C. Bates
Chief Financial Officer

EX-99.1 2 nutx-20250930xexx99.htm EX-99.1 Document

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NUTEX HEALTH REPORTS SEPTEMBER 30, 2025 THIRD QUARTER AND YEAR-TO-DATE FINANCIAL RESULTS
•Total revenue of $723.6 million for the first nine months of 2025 versus $222.3 million for the first nine months of 2024, an increase of 225.5%
•Net income attributable to Nutex Health Inc. of $59.0 million for the first nine months of 2025 versus net loss of $9.5 million for the first nine months of 2024, an increase of $68.5 million
•Diluted income per share of $8.87 for the first nine months of 2025 versus a loss per share of $1.91 for the first nine months of 2024
•EBITDA of $142.9 million for the first nine months of 2025 versus $19.9 million for the first nine months of 2024, an increase of 616.4%
•Adjusted EBITDA of $243.0 million for the first nine months of 2025 versus $16.1 million for the first half nine months of 2024, an increase of 1408.6%
•Net cash from operating activities of $177.7 million for the first nine months of 2025
HOUSTON, TX − (PRNewswire) – NOVEMBER 19, 2025 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), today announced financial results for the three and nine months ended September 30, 2025. Nutex Health is a physician-led, integrated healthcare delivery system comprised of 24 state-of-the-art micro hospitals and hospital outpatient departments (HOPDs) in 11 states and primary care-centric, risk-bearing physician networks.
Financial highlights for the three months ended September 30, 2025:
•Total revenue increased $189.0 million to $267.8 million for the three months ended September 30, 2025 as compared to total revenue of $78.8 million for the same period in 2024, an increase of 239.9%. The hospital division drove most of this growth, generating $260.2 million, up 262.8% from $71.7 million for the third quarter of 2024. Revenue from mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 208.9% in 2025 compared to 2024.
•Of the $260.2 million in hospital revenue, $182.1 million (or approximately 70.0%) related to a combination of both higher acuity claims as well as success through the Independent Dispute Resolution (IDR) process.
•With regard to arbitration-related revenue: due to the continual underpayment from payors, we have continued to submit between 60-70% of our visits through the IDR process, we have won a legal determination on over 85% of the claims submitted, and we currently have an average collection rate of over 80% of the legal determination wins.
•Arbitration costs approximate 24-26% of the arbitration related revenue.
•Total stock-based compensation expense for the three months ended September 30, 2025 was $13.2 million compared to $2.0 million for the same period in 2024. Approximately 99.5% of total stock-based compensation expense of $13.2 million is due to the one-time obligations for under-construction and ramping hospitals.
•Operating income for the three months ended September 30, 2025 was $130.4 million compared to $9.7 million for the same period in 2024, representing a $120.7 million improvement year over year.
•Net income attributable to Nutex Health for the three months ended September 30, 2025 of $55.4 million as compared to net loss attributable to Nutex Health of $8.8 million for the same period in 2024. The $55.4 million in net income includes non-cash stock-based compensation expense of $13.2 million, while the $8.8 million net loss includes non-cash stock-based compensation expense of $2.0 million.
•EBITDA attributable to Nutex Health of $91.8 million, as compared to EBITDA attributable to Nutex Health of $4.3 million for the three months ended September 30, 2024, an increase of 2014.0%.
•Adjusted EBITDA attributable to Nutex Health of $98.5 million, as compared to Adjusted EBITDA attributable to Nutex Health of $9.7 million for the three months ended September 30, 2024.
•Total visits at the Hospital Division were 46,232 for the three months ended September 30, 2025, as compared to 41,668 for the same period in 2024, an increase of 4,564 or 11.0%. Visits at mature hospitals decreased by 0.6% in the three months ended September 30, 2025 as compared to the same period in 2024.
•Net cash from operating activities of $99.5 million for the three months ended September 30, 2025.
•As of September 30, 2025, the Company had total assets of $964.5 million, including cash and cash equivalents of $166.0 million, and long-term debt, net of $25.6 million.
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Financial highlights for the nine months ended September 30, 2025:
•Total revenue increased $501.2 million to $723.6 million for the nine months ended September 30, 2025 as compared to total revenue of $222.3 million for the same period in 2024, an increase of 225.5%. The hospital division drove most of this growth, generating $700.5 million, up 251.4% from $199.4 million for the first nine months of 2024. Revenue from mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 200.0% in 2025 compared to 2024.
•Of the $700.5 million in hospital revenue, $462.9 million (or approximately 66.1%) related to a combination of both higher acuity claims as well as success through the IDR process.
•With regard to arbitration-related revenue: due to the continual underpayment from payors, we have continued to submit between 60-70% of our visits through the IDR process, we have won a legal determination on over 85% of the claims submitted, and we currently have an average collection rate of over 80% of the legal determination wins.
•Arbitration costs approximate 24-26% of the arbitration related revenue.
•Total stock-based compensation expense for the nine months ended September 30, 2025 was $119.6 million compared to $2.0 million for the same period in 2024. Approximately 99.5% of total stock-based compensation expense of $119.6 million is due to the one-time obligations for under-construction and ramping hospitals.
•Operating income for the nine months ended September 30, 2025 was $244.7 million compared to $16.4 million for the same period in 2024, representing a $228.3 million improvement year over year.
•Net income attributable to Nutex Health for the nine months ended September 30, 2025 of $59.0 million as compared to net loss attributable to Nutex Health of $9.5 million for the same period in 2024. The $59.0 million in net income includes non-cash stock-based compensation expense of $119.6 million, while the $9.5 million net loss includes non-cash stock-based compensation expense of $2.0 million.
•EBITDA attributable to Nutex Health of $142.9 million, as compared to EBITDA attributable to Nutex Health of $19.9 million for the nine months ended September 30, 2024, an increase of 616.4%.
•Adjusted EBITDA attributable to Nutex Health of $243.0 million, as compared to Adjusted EBITDA attributable to Nutex Health of $16.1 million for the nine months ended September 30, 2024.
•Total visits at the Hospital Division were 140,074 for the nine months ended September 30, 2025, as compared to 122,944 for the same period in 2024, an increase of 17,130 or 13.9%. Visits at mature hospitals increased by 1.8% in the nine months ended September 30, 2025 as compared to the same period in 2024.
•Net cash from operating activities of $177.7 million for the nine months ended September 30, 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.
“We are continuing to add to a record year with 225% revenue growth, Adjusted EBITDA attributable to Nutex Health of $243.0 million, a 629% increase in gross profit and a record high cash balance of $166.0 million. Our financial performance highlights the strength of the business model with our strong balance sheet positioning us well for our planned growth strategy,” stated Jon Bates, Chief Financial Officer of Nutex Health.
“We are very pleased to deliver another successful and profitable quarter. With the audit revisions and related activities behind us, our team is fully focused on driving future growth both within existing operations and through new facilities. Our pipeline remains strong, reflecting continued demand for small hospitals across the country,” 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 nine months ended September 30, 2025, please refer to our Quarterly Report on Form 10-Q filed with the U.S. Securities & Exchange Commission and accessible at www.sec.gov.
Nutex Health Inc. Regains Nasdaq Compliance
On November 19, 2025 Nutex received a letter from Nasdaq Listing Qualifications confirming that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission.
The letter states that following the Company’s filing of its Form 10-Q for the period ended June 30, 2025 on November 18, 2025, Nasdaq has determined that Nutex Health Inc. now complies with the rule and that the matter is closed.
No further action is required by the Company in connection with this matter.
Conference Call on Restated 2024 and First Three Quarters of 2025 Results
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The Company will host a conference call on Tuesday, December 2, 2025 at 10:30 a.m. ET to discuss its restated fiscal year 2024 results and its results for the first three quarters of 2025.
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.
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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(In thousands, except share and per share amounts) September 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 166,048  $ 40,640 
Restricted short-term investments —  2,941 
Accounts receivable 387,409  232,449 
Accounts receivable - related parties 7,353  3,602 
Inventories 3,158  2,850 
Income tax receivable 12,097  — 
Prepaid expenses and other current assets 16,586  9,997 
Total current assets 592,651  292,479 
Property and equipment, net 82,821  77,933 
Operating lease right-of-use assets 27,354  27,872 
Financing lease right-of-use assets 225,719  218,889 
Intangible assets, net 21,555  15,530 
Goodwill, net 13,919  13,919 
Deferred tax assets —  7,987 
Other assets 499  711 
Total assets $ 964,518  $ 655,320 
Liabilities and Equity
Current liabilities:
Accounts payable $ 45,475  $ 9,614 
Accounts payable - related parties 4,082  806 
Lines of credit 5,304  3,554 
Current portion of long-term debt 18,004  14,395 
Operating lease liabilities, current portion 2,111  2,080 
Financing lease liabilities, current portion 7,108  7,705 
Accrued arbitration expenses 64,313  47,742 
Accrued income tax expense —  26,533 
Accrued stock-based compensation 11,194  16,356 
Accrued expenses and other current liabilities 27,865  25,440 
Total current liabilities 185,456  154,225 
Long-term debt, net 25,574  22,466 
Operating lease liabilities, net 30,423  30,617 
Financing lease liabilities, net 270,077  259,479 
Deferred tax liabilities 14,955  — 
Total liabilities 526,485  466,787 
Commitments and contingencies (Note 10)
Equity:
Common stock, $0.001 par value; 950,000,000 shares authorized; 6,905,262 and 5,511,452 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital 615,180  489,409 
Accumulated deficit (298,021) (356,976)
Nutex Health Inc. equity 317,166  132,439 
Noncontrolling interests 120,867  56,094 
Total equity 438,033  188,533 
Total liabilities and equity $ 964,518  $ 655,320 
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except share and per share amounts) 2025 2024 2025 2024
Revenue:
Hospital division $ 260,239  $ 71,733  $ 700,488  $ 199,367 
Population health management division 7,565  7,062  23,090  22,964 
Total revenue 267,804  78,795  723,578  222,331 
Operating costs and expenses:
Payroll 38,817  29,848  109,961  85,249 
Contract services 53,837  11,657  153,601  32,482 
Medical supplies 3,307  3,983  11,920  12,894 
Depreciation and amortization 5,003  4,972  15,343  13,691 
Other 11,959  6,418  34,610  23,380 
Total operating costs and expenses 112,923  56,878  325,435  167,696 
Gross profit 154,881  21,917  398,143  54,635 
Corporate and other costs:
Stock-based compensation 13,217  1,964  119,606  1,952 
Impairment of assets —  425  —  3,899 
Impairment of goodwill —  —  —  3,197 
General and administrative expenses 11,297  9,865  33,830  29,175 
Total corporate and other costs 24,514  12,254  153,436  38,223 
Operating income 130,367  9,663  244,707  16,412 
Interest expense, net 5,452  5,381  17,250  14,880 
Loss on warrant liability —  6,734  —  1,073 
Other (income) expense 976  128  8,570  (711)
Income (loss) before taxes 123,939  (2,580) 218,887  1,170 
Income tax expense 27,140  4,585  55,138  5,868 
Net income (loss) 96,799  (7,165) 163,749  (4,698)
Less: net income attributable to noncontrolling interests 41,364  1,623  104,794  4,819 
Net income (loss) attributable to Nutex Health Inc. $ 55,435  $ (8,788) $ 58,955  $ (9,517)
Earnings (loss) per common share
Basic $ 8.27  $ (1.72) $ 9.63  $ (1.91)
Diluted $ 7.76  $ (1.72) $ 8.87  $ (1.91)
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Nine Months Ended September 30,
(In thousands) 2025 2024
Cash flows from operating activities:
Net income $ 163,749  $ (4,698)
Adjustment to reconcile net income to net cash from operating activities:
Depreciation and amortization 15,343  13,691 
Loss on warrant liability —  1,073 
Impairment of assets —  3,899 
Impairment of goodwill —  3,197 
Derecognition of goodwill —  453 
Stock-based compensation expense 119,606  1,952 
Changes to deferred taxes 22,942  (1,743)
Debt accretion expense 756  805 
Changes in operating assets and liabilities:
(Increase)/Decrease in Accounts receivable (154,960) (4,253)
(Increase)/Decrease in Accounts receivable - related party (3,751) 550 
(Increase)/Decrease in Inventories (308) 1,131 
(Increase)/Decrease in Income tax receivable (12,097) — 
(Increase)/Decrease in Prepaid expenses and other current assets (6,376) (1,361)
(Increase)/Decrease in Operating right-of-use assets 518  411 
Increase/(Decrease) in Accounts payable 36,637  (7,975)
Increase/(Decrease) in Accounts payable - related party 3,276  (39)
Increase/(Decrease) in Operating lease liabilities (164) (692)
Increase/(Decrease) in Accrued arbitration expenses 16,571  — 
Increase/(Decrease) in Accrued income tax expense (26,533) — 
Increase/(Decrease) in Accrued expenses and other current liabilities 2,527  16,698 
Net cash provided by operating activities 177,736  23,099 
Cash flows from investing activities:
Acquisitions of property and equipment (1,117) (1,909)
Proceeds from restricted short-term investment 2,941  — 
Cash related to sale of business —  (361)
Cash related to asset acquisition (1,994) — 
Net cash used in investing activities (170) (2,270)
Cash flows from financing activities:
Proceeds from lines of credit 5,043  1,132 
Proceeds from notes payable 273  7,015 
Repayments of lines of credit (3,293) (1,119)
Repayments of notes payable (8,319) (8,332)
Repayments of finance leases (4,004) (1,924)
Proceeds from common stock issuance, net issuance costs —  9,202 
Proceeds from exercise of warrants —  801 
Members' contributions 316  961 
Members' distributions (42,174) (3,659)
Net cash provided by (used in) financing activities (52,158) 4,077 
Net increase in cash and cash equivalents 125,408  24,906 
Cash and cash equivalents - beginning of the period 40,640  22,002 
Cash and cash equivalents - end of the period $ 166,048  $ 46,908 
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Non-GAAP Financial Measures (Unaudited)
EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used as a supplemental non-GAAP financial measure 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 it allows us to more effectively evaluate our operating performance.
We define EBITDA as net income (loss) attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization.
We define Adjusted EBITDA as net income (loss) 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. Interest expense includes interest on lease liabilities, which is a component of total finance lease cost. A reconciliation of net loss to 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 change provides greater transparency into our operating performance.
Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. Adjusted EBITDA follows (in thousands):
Three Months Ended September 30,
2025 2024
Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA: (Updated) (Prior) (Updated) (Prior)
Net income (loss) attributable to Nutex Health Inc. $ 55,435  $ 55,435  $ (8,788) $ (8,788)
Depreciation and amortization 5,003  5,003  4,972  4,972 
Interest expense, net 5,452  5,452  5,381  5,381 
Income tax expense 27,140  27,140  4,585  4,585 
Allocation to noncontrolling interests (1,243) (1,243) (1,808) (1,808)
EBITDA 91,787  91,787  4,342  4,342 
Loss on warrant liability —  —  6,734  6,734 
Impairment of assets —  —  424  424 
Finance lease payments(1)
(6,474) —  (3,794) — 
Stock-based compensation 13,217  13,217  1,964  1,964 
Adjusted EBITDA $ 98,530  $ 105,004  $ 9,670  $ 13,464 
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Nine Months Ended September 30,
2025 2024
Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA: (Updated) (Prior) (Updated) (Prior)
Net income (loss) attributable to Nutex Health Inc. $ 58,955  $ 58,955  $ (9,517) $ (9,517)
Depreciation and amortization 15,343  15,343  13,691  13,691 
Interest expense, net 17,250  17,250  14,880  14,880 
Income tax expense 55,138  55,138  5,868  5,868 
Allocation to noncontrolling interests (3,815) (3,815) (4,980) (4,980)
EBITDA 142,871  142,871  19,942  19,942 
Loss on warrant liability —  —  1,073  1,073 
Impairment of assets —  —  3,898  3,898 
Impairment of goodwill —  —  3,197  3,197 
Finance lease payments(1)
(19,512) —  (13,957) — 
Stock-based compensation 119,606  119,606  1,952  1,952 
Adjusted EBITDA $ 242,965  $ 262,477  $ 16,105  $ 30,062 
(1)Finance lease payments consist of cash payments for financing leases under ASC 842, which should be deducted from EBITDA. We believe this change is useful to investors to evaluate the ongoing operating performance of our business.
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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 (HOPDs). This division owns and operates 24 facilities in 11 states.
The Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through our Management Services Organization (MSO), we provide management, administrative and other support services to our affiliated hospitals and physician groups.
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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, our ability to successfully execute our growth strategy, changes in laws or regulations, including the interim final and final rules implemented under the No Surprises Act, economic conditions, dependence on management, dilution to stockholders, 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, 2024, and subsequent Quarterly Report on Form 10-Q for the three and nine months ended September 30, 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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