DEF 14A of Nutex Health Inc., Mar 13, 2026

DEF 14A of Nutex Health Inc.

Filed Mar 13, 2026 · FY20250001628280-26-017681

Open on EDGAR

  1. Election of Directors

    Election of Directors The seven nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Shares held in street name by Nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any director nominee and will be treated as broker non-votes. “Broker non-votes” will have no effect on the voting on Proposal 1. You may: •vote FOR all nominees; •vote WITHHOLD all nominees; or •vote FOR ALL EXCEPT the director(s) whose name(s) you write into the proxy card. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the vote results.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Currently there are seven members on our Board. All of our directors are subject to re-election at the annual meeting of stockholders each to hold office for a one-year term to expire at the 2027 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified. In accordance with our Second Amended and Restated Certificate of Incorporation, as amended, and Second Amended and Restated Bylaws, our Board may fill vacancies resulting from resignation or removal from the Board by appointment. Our Board currently consists of seven members. We have no formal policy regarding board diversity, but our Corporate Governance Principles provide that the background and qualifications of the members of our Board considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities. Our priority in the selection of board members is: (a) identification of members who will further the interests of our stockholders through their established record of professional accomplishment; (b) ability to contribute positively to the collaborative culture among board members; (c) knowledge of our business; (d) understanding of the competitive landscape; and (e) adherence to high ethical standards. Our Board believes that personal diversity, including gender, ethnic and racial diversity, is an added benefit to the Board and its ability to function effectively. Therefore, the Board has committed to strengthening its consideration of diversity factors when evaluating potential director nominees in both the charter of the Nominating and Governance Committee and the Company’s Corporate Governance Principles to include diversity among the factors it considers when evaluating potential candidates to the extent consistent with applicable legal requirements and the Board’s fiduciary duties. Certain individual qualifications and skills of our directors, including director diversity, that contribute to our Board’s effectiveness as a whole are summarized and described below.

  3. Information Regarding Directors

    Information Regarding Directors The information set forth below as to the directors and nominees for directors has been furnished to us by the directors and nominees for directors:

  4. Information Regarding Directors

    | Nominees for Election to the Board | | | | Name | Age | Present Position with Nutex Health Inc. | | Thomas T. Vo, M.D., MBA | 53 | Chief Executive Officer and Chairman of the Board | | Warren Hosseinion M.D. | 54 | President and Director | | Cheryl Grenas, R.N., M.S.N | 65 | Independent Director | | Michael L. Reed, MPH | 67 | Independent Director | | Kelvin Spears, M.D. | 64 | Director | | Scott J. Saunders, MPPM | 63 | Independent Director | | Frank E. Jaumot | 69 | Independent Director |

  5. Information Regarding Directors

    Thomas T Vo, M.D., MBA, Chief Executive Officer, Director and Chairman of the Board Dr. Vo was appointed as the Company’s Chief Executive Officer on April 1, 2022 and elected, effective April 1, 2022, as the Chairman of the Board. Since 2010, Dr. Vo has served as the founder and executive officer of affiliates of the Company. Although no longer practicing, Dr. Vo worked as an emergency medicine physician in Houston, Texas, for over twenty years. Since 2008, Dr. Vo has been involved with the opening of over 40 freestanding emergency departments and micro hospitals. Dr. Vo holds a Bachelor of Science in Life Sciences from Kent State University and received his Doctor of Medicine from North East Ohio Universities College of Medicine. In 2004, Dr. Vo also received his Master of Business Administration from Rice University. The Company believes that Dr. Vo’s unique background in the emergency hospital field and proven management experience make him well qualified to serve as a director. Warren Hosseinion, M.D., President and Director Warren Hosseinion, M.D., is the President and a director of the Company, positions he has held since April 2022. From February 26, 2021 to April 1, 2022, Dr. Hosseinion was Chief Executive Officer of Clinigence Holdings, Inc. (n/k/a Nutex Health Inc.). From April 2019 to April 2022, Dr. Hosseinion served as Chief Executive Officer and Chairman of the board of directors of Clinigence Holdings, Inc. In addition, Dr. Hosseinion has served as the Non-Executive Chairman of the board of directors of Cardio Diagnostics Holdings, Inc. (“Cardio”) (NASDAQ: CDIO) since the consummation of its business combination with Mana Capital Acquisition Corp. in October 2022. Cardio was formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease, stroke, heart failure and diabetes, by leveraging our proprietary Artificial Intelligence-driven Integrated Genetic-Epigenetic EngineTM. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) (“ApolloMed”) and served as a member of the board of directors of ApolloMed from July 2008 to March 2019, as the Chief Executive Officer of ApolloMed from July 2008 to December 2017, and as the Co-Chief Executive Officer of ApolloMed from December 2017 to March 2019. ApolloMed is a physician-centric, technology-powered, risk-bearing healthcare company with an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements. Dr. Hosseinion received his Bachelor of Science in Biology from the University of San Francisco, his Master of Science in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Doctor of Medicine from the Georgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles County-University of Southern California Medical Center. Dr. Hosseinion’s qualifications to serve on our Board include his position as our current President. In addition, Dr. Hosseinion’s experience as a physician, along with his background at ApolloMed and Cardio, brings our Board and our Company a depth of understanding of physician culture and the healthcare market, as well as a strong knowledge of the public markets. Cheryl Grenas, R.N. M.S.N., Compensation Committee Chairman Cheryl Grenas, R.N., M.S.N. has been a director of the Company since April 1, 2022. Since March 2018, Ms. Grenas has served as the Chief Nursing Officer at Behavioral Hospital of Bellaire. From July 2017 to March 2018, she was a consultant to start-up and existing freestanding emergency departments in the Houston metropolitan area. From August 2015 to July 2017, she was the Regional Facility Director at Neighbors Emergency Center (Free Standing Emergency Departments). Ms. Grenas served in the United States Navy for 20 years, achieved the rank of Lieutenant Commander, and is a veteran of two deployments in support of Operation Iraqi Freedom (2005) and Operation Enduring Freedom (2011). She was awarded two Navy Commendation Medals and four Navy Achievement Medals during her service. Ms. Grenas, holds a Bachelor of Science in Nursing and a Master of Science in nursing from Prairie View A&M University. The Company believes that Ms. Grenas’ background and experience in healthcare management roles make her well qualified to serve as a director. Michael L. Reed, MPH. Director, Governance Committee Chairman Michael L. Reed, MPH has been a director of the Company since April 1, 2022. Mr. Reed has been an independent consultant providing advisory services in the areas of emergency medicine, hospitalist medicine, hospital operations, risk-based payor contracts, value-based care, and physician practice operations and development since January of 2018. From January 2019 to January 2020, Mr. Reed was Senior Vice President of Business Development and Strategic Partnerships of the Oncology Institute, a value-based oncology care company. From April 2018 to December 2018, Mr. Reed served as the Chief Executive Officer of Turtle Peak Customer Service, LLC, a Las Vegas, Nevada-based privately-held customer service company. Since August 2017, Mr. Reed has served as Senior Advisor to NueHealth, LLC, based in Leawood, Kansas, a privately-held developer and investor in lower-cost healthcare centers. From July 2009 to October 2013, Mr. Reed was President and Chief Executive Officer of Team Health Hospital Medicine, a division of TeamHealth, a once publicly-traded company that was acquired by Blackstone in 2017. In addition, from December 2001 to November 2004, he served as the Chief Operating Officer of Pinnacle Health System, a health care solutions company providing outpatient, inpatient, claims, billing, and medical management. Mr. Reed holds a Bachelor of Science in Health Services Management from California State University and received his Master of Public Health from UCLA. The Company believes that Mr. Reed’s long-standing career as a professional healthcare executive within the emergency medicine system and value-based care make him well qualified to serve as a director. Scott J. Saunders, MPPM, Director Scott J. Saunders has been an independent director of the Company since April 11, 2024. Mr. Saunders is head of health care advisory services and has been Managing Director of Farlie Turner Gilbert & Co., LLC, a boutique middle market investment bank in Fort Lauderdale, Florida, since 2006. Since 1992, he has served as a financial and strategic advisor to middle market companies across a variety of industries, including companies primarily in the healthcare industry as well as those in financial distress. In addition, he advised companies in the media and communications, business services, industrial, and consumer products industries. The majority of transactions consummated during this period have been corporate divestitures but have also included debt and equity private placements and buy-side advisory work. He has been a guest lecturer at the University of Florida and Florida International University. In addition, he co-taught a class in management consulting to undergraduates and graduate students in the Management Department at the University of Miami. He is a frequent panelist at industry conferences on topics in healthcare M&A and financing. Throughout his career, he has developed relationships with key representatives of leading middle market private equity and private credit firms, as well as mezzanine capital firms, BDCs, and selected hedge funds. Mr. Saunders received his B.A. degree from Wesleyan University and his MPPM (now designated an MBA) degree from the Yale University School of Management. The Company believes that Mr. Saunders’s background and experience in healthcare advisory roles make him well qualified to serve as a director. Kelvin Spears, M.D., Director

  6. Information Regarding Directors

    Dr. Kelvin Spears has been a member of the Board since April 1, 2024. Dr. Spears completed his emergency medicine residency followed by a fellowship in Critical Care at Martin Luther King Jr, Charles Richard Drew University Health Sciences, in Los Angeles California. Prior to his residency, he first earned his medical degree from Meharry Medical College. Prior to this, he received a B.S. in Chemistry from Dillard University. Dr. Spears is board certified in Emergency Medicine by the American Board of Emergency Medicine and is a Fellow of the American College of Emergency Physicians. Dr. Spears has been a practicing emergency medicine physician for over 32 years. Since 2017, he has been a Physician Partner, Chief Medical Director and ED Director at Alexandria Emergency Hospital in Alexandria, LA. a hospital affiliate of the Company. Dr. Spears also serves as the EMS Medical Director for Alexandria Fire Department, Pineville Fire Department, Cotile Fire Department, Central Louisiana Bureau EMS, Kisatchie Forest/US Forest Service and Rapides Parish School Additionally, from 2014 to 2017 he served as Emergency Department Director at Christus St. Frances Cabrini Hospital in Alexandria, LA and at Contract Management Group SMD, Envision, Sound, servicing a 45,000 patient per year Emergency Department. Dr. Spears’ dedication to providing quality healthcare in the most efficient and effective methods, along with his extensive EMS background and wealth of experience, make him well- qualified to serve as a director. Frank E. Jaumot, Director Frank E. Jaumot has been an independent director of the Company since July 14, 2025. He has been associated with the certified public accounting firm of Ahearn, Jasco & Company, P.A. since 1991, and is a shareholder in that firm. From 1979 to 1991, Mr. Jaumot was associated with Deloitte & Touche LLP. Mr. Jaumot is a certified public accountant in Florida and Ohio and is a member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Beginning in 2009 through November 2025, he was a director of Bimini Capital Management, Inc. (OTC: BMNM), a publicly traded specialty finance company that invests in mortgage-backed securities and serves as the external manager of Orchid Island Capital, Inc. (NYSE: ORC), a REIT which also invests in residential mortgage-backed securities. In addition, Mr. Jaumot served on the Board of Directors of MasTec, Inc. (NYSE: MTZ), a North American infrastructure construction company, from September 2004 to May 2016, including as chairman of the audit committee from 2007 to 2016. From 2014 to 2015, he served on the board of director and as the chairman of the audit committee of publicly-traded Vapor Corp. (OTC: VPCO), and from 2009 to 2010 he served on the board of directors and as audit committee chair of Protective Products of America, Inc., a Canadian publicly-traded company. As an accountant with approximately 45 years of experience, Mr. Jaumot provides our Board with significant accounting, financial reporting and tax expertise. His experience enhances the Board’s ability to identify and evaluate accounting, external financial reporting, and tax issues. Mr. Jaumot also has corporate governance experience from serving on other boards of publicly held companies, including as Audit Committee Chairman. Mr. Jaumot earned his Bachelor of Science (cum laude) in accounting from Marquette University in Milwaukee, Wisconsin. Frank is Certified Public Accountant in Ohio (1981) and in Florida (1985). WE RECOMMEND THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THOMAS T. VO, WARREN HOSSEINION, CHERYL GRENAS, MICHAEL L. REED, SCOTT J. SAUNDERS, KELVIN SPEARS, AND FRANK E. JAUMOT AS A DIRECTOR.

  7. Director Compensation

    Director Compensation The non-executive members of the Board are eligible to receive both cash and equity compensation for their service as board members. Members of management who are on the Board are not eligible for additional compensation for service as board members. The Compensation Committee periodically reviews the Nutex compensation program and may, from time-to-time, recommend to the Board changes to the program. The Compensation Committee may seek the advice of an independent compensation consultant to the extent it deems necessary or appropriate in the discharge of its duties. Equity Awards. We may grant an annual equity award to each non-executive director as determined in the judgment of the Compensation Committee, and are paid in RSUs or common stock that fully vest one year following the grant date, subject to continued service through the applicable vesting date. Cash Retainers. We provide our non-executive directors with cash retainers, paid monthly. The annual cash retainer for each non-executive director is $150,000. Additionally, we provided the following annual cash retainers in fiscal year 2025, which are prorated for partial years of service:

  8. Director Compensation

    | Additional Annual Retainer for Committee Membership: | | | Audit Committee Chairman | $20,000 | | Compensation Committee Chairman | $15,000 | | Nominating and Governance Committee Chairman | $15,000 | | Lead Independent Director | $25,000 |

  9. Director Compensation

    In 2025, we provided the following cash retainers to our non-executive directors:

  10. Director Compensation

    | Frank E. Jaumot, Audit Committee Chair | $82,269 | | Cheryl Grenas, Compensation Committee Chair | $201,869 | | Scott J. Saunders, Nominating and Governance Committee Chair | $198,346 | | Michael L. Reed, Lead Independent Director | $207,608 | | *Mitchell Creem, Former Director and Audit Committee Chair | $188,768 |

  11. Director Compensation

    The following table presents compensation received by our non-executive directors during fiscal year 2025. Messrs. Vo, Hosseinion and Spears did not receive compensation for their service on the Board and the compensation paid to Messrs. Vo and Hosseinion as employees of Nutex is set forth under the 2025 Summary Compensation Table:

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Frank E. Jaumot | 82,269 | 70,000 | 152,269 | | Cheryl Grenas | 201,869 | 70,000 | 271,869 | | Scott J. Saunders | 198,346 | 70,000 | 268,346 | | Michael L. Reed | 207,608 | 70,000 | 277,608 | | *Mitchell Creem | 188,768 | — | 188,768 |

  13. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our compensation philosophy is to attract, motivate, and retain talented executives responsible for Nutex’s success, which operates in an extremely competitive and rapidly evolving industry. With this in mind, we strive to set our compensation programs within the appropriate competitive framework and based on the achievement of its overall financial results, individual contributions, performance by our employees, and each executive’s potential to enhance long-term stockholder value. Within this overall philosophy, Nutex’s objectives are to: •motivate executives to achieve quantitative financial objectives and create a meaningful link between achievement of these objectives and individual executive compensation; •align our executives’ financial interests with our stockholders’ financial interests by providing significant long term equity based incentives; and •offer a competitive total compensation package that enables us to attract and retain top talent in a competitive external job market. The compensation committee uses Nutex’s compensation philosophy and objectives as a guide in establishing the compensation programs, practices, and packages offered to our executives. The compensation committee also uses these objectives in assessing the proper allocation between long-term and short-term incentive compensation, and cash and non-cash compensation although Nutex has no formal policies requiring any specific allocation. The compensation for the NEOs generally consists of three primary components: base salary, annual incentive bonus, and equity awards. Other compensation components include severance and change of control provisions, and generally available benefits such as health insurance, 401(k) retirement benefits, and participation in our incentive plans. The compensation committee considers the proper allocation between fixed and variable compensation and long-term and short-term incentives by considering the balance that is required to attract and retain executives and reward them for the short-term success of Nutex’s business, while appropriately motivating the executives to strive to achieve Nutex’s long-term goals. The compensation committee also considers the need to offer compensation packages that are comparable to those offered by companies competing with Nutex for executive talent. In allocating between cash and non-cash compensation, Nutex generally seeks to be in the middle of its peer group for cash compensation, and above average for equity-based compensation so as to align the interests of Nutex stockholders and its NEOs. Nutex also believes that generally available benefits should be competitive with the external job market, in order to allow it to attract and retain talent. The compensation committee, however, does not have a pre-established policy or target a specific percentile among our peers for the allocation between long-term and short-term incentive compensation and cash and non-cash compensation.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the years ended December 31, 2025, 2024 and 2023.

  15. Summary Compensation Table

    | | | Salary | Stock (8) | Bonus | Option Awards | All Other Compensation (7) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Thomas T. Vo | 2025 | 1,000,000 | 669,950 | 504,880 | — | 22,590 | 2,197,420 | | Chief Executive Officer(1) | 2024 | 557,692 | 81,000 | — | — | 23,522 | 662,214 | | | 2023 | 1,000,000 | — | — | — | 20,395 | 1,020,395 | | Warren Hosseinion | 2025 | 755,100 | 505,905 | 382,430 | — | 61,986 | 1,705,421 | | President (2) | 2024 | 755,100 | 61,163 | — | — | 49,669 | 865,932 | | | 2023 | 711,537 | — | — | — | 24,489 | 736,026 | | Jon Bates | 2025 | 350,000 | 239,669 | 279,880 | | 54,656 | 923,205 | | Chief Financial Officer(3) | 2024 | 324,677 | 29,746 | — | | 53,156 | 407,579 | | | 2023 | 300,000 | 69,505 | — | — | 49,241 | 418,746 | | Wesley Bamburg | 2025 | 79,808 | — | 25,000 | — | 1,164 | 105,972 | | Current Chief Operating Officer(4) | | | | | | | | | Joshua DeTillio | 2025 | 269,712 | 354,684(9) | 297,500 | — | 30,236 | 952,132 | | Former Chief Operating Officer (5) | 2024 | 434,808 | 34,425 | — | — | 43,931 | 513,164 | | | 2023 | 98,077 | — | — | — | 9,183 | 107,260 | | Michael Chang | 2025 | 394,231 | 167,488 | 129,880 | — | 24,986 | 716,585 | | Chief Medical Officer 6) | 2024 | 250,000 | 20,250 | — | — | 28,626 | 298,876 | | | 2023 | 250,000 | — | — | — | 22,809 | 272,809 |

  16. Summary Compensation Table

    (1) Dr. Vo was appointed Chief Executive Officer of Nutex Health Inc. on April 1, 2022 with an annual base salary of $1,000,000. On February 8, 2024, Dr. Vo voluntarily agreed to a temporary 50% reduction in annual base salary to $500,000 per year. Effective January 1, 2025, the Board restored Dr. Vo’s annual base salary to 100%. (2) Dr. Hosseinion was appointed President of the Company on April 1, 2022 with an annual base salary of $750,000. (3) Jon Bates, MBA, CPA was appointed Chief Financial Officer of the Company effective June 30, 2022, with an annual base salary of $300,000. In August 2024, the Board increased Mr. Bates annual base salary to $350,000. (4) Wesley Bamburg was appointed Chief Operating Officer of the Company effective October 13, 2025, with an annual base salary of $415,000. (5) Joshua DeTillio, MBA, CPA was appointed Chief Operating Officer of the Company effective September 5, 2023, with an annual base salary of $425,000. (6) Michael Chang was appointed Chief Medical Officer of the Company on April 1, 2022, with an annual base salary of $250,000. Effective January 1, 2025 the Board increased Dr. Chang's annual base salary to $400,000. (7) Reflects health, dental and life insurance premiums, and 401(k) employer match paid for the applicable year. (8) The amount reflects the grant date fair value of long-term incentive awards. The amount reported does not reflect compensation actually received. (9) $297,500 forfeited upon resignation.

  17. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 During the fiscal year ended December 31, 2025 the Company issued 60,365 RSUs valued at $2.5 million to certain employees participating in the Company’s long-term incentive program. 20,122 RSUs will vest on March 1, 2026, 20,122 RSUs will vest on March 1, 2027, and 20,123 will vest on March 1, 2028.

  18. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  19. Option Exercises and Stock Vested in 2025

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas Vo | — | — | 5,000 | 258,450 | | Warren Hosseinion | — | — | 3,776 | 195,181 | | Jon C. Bates | — | — | 1,831 | 94,644 | | Michael Chang | — | — | 1,250 | 64,613 |

  20. Option Exercises and Stock Vested in 2025

    (1) The amount reflects the vesting date fair market value.

  21. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below sets forth the estimated amount of payments and other benefits each NEO would have been entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on December 31, 2025. The information is provided relative to the NEO’s termination or change in control policies or arrangements in place on such date. The values relating to vesting of stock options and RSU awards are based upon a per share fair market value of our common stock of $164.82 the closing price of a share of our common stock as reported on Nasdaq on December 30, 2025.

  22. Potential Payments upon Termination or Change in Control

    | Name and Principal Position | Salary and Other Cash Payments ($)(1) | Bonus ($)(2) | Vesting of Stock Options ($)(8) | Vesting of RSUs ($) | Health and Dental Benefits ($)(4) | Total ($) | | Thomas Vo | 3,000,000 | — | — | 3,296,400 | 22,590 | 6,318,990 | | Warren Hosseinion | 1,500,000 | — | — | 2,489,172 | 38,486 | 4,027,568 | | Jon C. Bates | 350,000 | --- | — | 1,071,356 | 23,656 | 1,445,012 | | Wesley Bamburg | 415,000 | — | — | — | 23,656 | 438,656 | | Michael Chang | 400,000 | — | — | 824,120 | 23,656 | 1,247,776 |

  23. Potential Payments upon Termination or Change in Control

    (1) Upon termination of employment by the Company without cause or resignation for good reason, Dr. Vo will be entitled to receive an amount equal to three times Dr. Vo’s most recent base salary, Dr. Hosseinion’s will be entitled to receive a cash payment equal to two times Dr. Hosseinion’s most recent base salary and Messrs. Bates and Bamburg and Dr. Chang will be entitled to twelve months of base salary. (2) Upon termination of employment by the Company without cause or resignation for good reason, Dr. Vo will be entitled to a proportional payment of any annual bonus amount Dr. Vo would have earned with respect to days employed during the year of termination, Mr. Bates will be entitled an annual cash bonus in an amount of up to forty percent of his base salary, Mr. Bamburg will be entitled an annual cash bonus in an amount of up to sixty percent of his base salary and Dr. Hosseinion will be entitled an annual cash bonus as determined by the Board. As of December 31, 2025, there were accrued and unpaid cash bonuses of $500,000 and $377,500 for Dr. Vo and Dr. Hosseinion, respectively, and accrued and unpaid equity bonuses of $500,000 and $377,500, for Dr. Vo and Dr. Hosseinion, respectively. (3) There are no unvested Stock Options as of December 31, 2025. (4) Upon termination of employment by the Company without cause or resignation for good reason Dr. Hosseinion, Mr. Bates, Mr. Bamburg and Dr. Chang are entitled to an amount equal to the premium amounts paid for group medical, dental and vision coverage for a period of twelve months.

  24. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance table summarizes compensation values reported in the Summary Compensation Table for our NEOs, as compared to “compensation actually paid” and the company’s financial performance for the years ended December 31, 2025, 2024, and 2023. This section also contains graphical disclosures of the pay versus performance relationship based on the information in the Pay Versus Performance Table.

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) | Adjusted EBITDA(4) | | | | | | | Total Shareholder Return(2) | Peer Group Total Shareholder Return (NASDAQ US Benchmark Health Care Total Return Index) (3) | | | | 2025 | $1,938,970 | $4,602,970 | $787,807 | $1,429,454 | $57.76 | $122.07 | $70,789 | $259,565 | | 2024 | $1,162,214 | $1,556,564 | $912,225 | $1,104,395 | $11.12 | $106.45 | $52,097 | $102,774 | | 2023 | $1,020,395 | $1,020,395 | $577,386 | $586,616 | $9.47 | $102.96 | ($45,786) | ($5,830) |

  26. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Thomas T. Vo | Warren Hosseinion; Jon Bates; Wesley Bamburg; Joshua DeTillio; Michael Chang | | 2024 | Thomas T. Vo | Warren Hosseinion; Jon Bates; Joshua DeTillio | | 2023 | Thomas T. Vo | Warren Hosseinion; Jon Bates |

  27. Pay Versus Performance

    (1) Amounts represent compensation actually paid (as determined under applicable SEC regulations and described below) to our principal executive officer, or “PEO”, and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, which includes the individuals indicated in the table below for each fiscal year: (2) For purposes of this Pay Versus Performance disclosure, cumulative Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between Nutex Health’s share price at the end and the beginning of the measurement period, by the share price at the beginning of the measurement period. All information set forth in the table above is adjusted for the Company’s 2024 reverse stock splits. (3) For the relevant fiscal year, represents the cumulative TSR of the NASDAQ US Benchmark Health Care Total Return Index (NQUSB20T). (4) Dollars in thousands. (5) Compensation Actually Paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  28. Pay Versus Performance

    | | 2025 | | | Adjustments | PEO: Thomas T. Vo | Average non-PEO NEOs | | As Reported Summary Compensation Table Total | $1,938,970 | $787,807 | | (-) Grant Date Fair Value of Stock Awards Granted in FY | 411,500 | 160,493 | | (+) Awards granted in CFY that are outstanding and unvested as of end of CFY | 1,646,200 | 446,153 | | (+) Awards that are granted and vest in the same CFY | — | — | | (+) Prior year awards outstanding and unvested as of end of CFY | 1,329,300 | 347,000 | | (+) Prior year awards that vest in CFY | 100,000 | 35,924 | | (-) Prior year awards that fail to meet vesting conditions during CFY | — | 26,937 | | (+) Dividends or other earnings paid on all awards in CFY prior to vesting date | — | — | | (-) Change in Pension Value and Non-Qualified Deferred Compensation Earnings | — | — | | (+) Pension Adjustment | — | — | | Compensation actually paid | $4,602,970 | $1,429,454 | | FY = Fiscal Year | | | | CFY = Covered Fiscal Year | | |

  29. Narrative and Graphic Disclosure to Pay Versus Performance Table

    Narrative and Graphic Disclosure to Pay Versus Performance Table

  30. Relationship Between Compensation Actually Paid and Certain Financial Performance Measures

    Relationship Between Compensation Actually Paid and Certain Financial Performance Measures The following graph compares compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (i) our cumulative TSR, and (ii) NASDAQ US Benchmark Health Care Total Return Index, for the fiscal years ended December 31, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. The following graph compares (i) compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (ii) our net income, for the fiscal years ended December 31, 2023, 2024, and 2025. The following graph compares (i) compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (ii) our Adjusted EBITDA, for the fiscal years ended December 31, 2023, 2024, and 2025.