DEF 14A of RadNet, Inc., Apr 20, 2026

DEF 14A of RadNet, Inc.

Filed Apr 20, 2026 · FY20250001683168-26-003086

Open on EDGAR

  1. Majority Voting for Election of Directors

    Majority Voting for Election of Directors Under our bylaws, directors must be elected by a majority of the shares present and entitled to vote in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. We have adopted a Director Resignation Policy that provides that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender their resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or take other action. The director who tenders their resignation will not participate in the Nominating and Governance Committee or Board’s decision. In making its determination the Board will consider (a) the underlying reason for the vote result, if known, (b) the director’s contributions to the Company during his or her tenure, and (c) the director’s qualifications. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the Company will file with the SEC a current report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.

  2. Nominees for Election

    Nominees for Election The names of the director nominees, their ages as of March 31, 2026, and other information about them are set forth below. All nominees currently serve on the Board of Directors.

  3. Nominees for Election

    | Name of Director Nominee | Age | Position | Our Director Since | | Howard G. Berger, M.D. | 81 | Chairman of the Board, Chief Executive Officer and President | 1992 | | A. Gregory Sorensen, M.D. | 64 | Director, Executive Vice President, and Chief Strategy Officer | 2023 | | Laura P. Jacobs | 69 | Director | 2020 | | Lawrence L. Levitt | 83 | Director | 2005 | | Gregory E. Spurlock | 64 | Director | 2021 | | David L. Swartz | 82 | Director | 2004 |

  4. Nominees for Election

    The following biographies describe the skills, qualities, attributes, and experience of the nominees that led the Board of Directors and the Nominating and Governance Committee to determine that it is appropriate to nominate these directors for election to the Board of Directors. Howard G. Berger, M.D. has served as President and Chief Executive Officer of RadNet and its predecessor entities since 1987. Dr. Berger received his M.D. at the University of Illinois Medical School, is Board Certified in Nuclear Medicine and trained in an Internal Medicine residency, as well as in a master’s program in medical physics in the University of California system. Dr. Berger is also the president or co-president of the entities that own Beverly Radiology Medical Group III (“BRMG”). Dr. Berger brings senior business leadership skills to our Board of Directors and deep industry knowledge derived from his nearly 40 years of experience in the development and management of RadNet. A. Gregory Sorensen, M.D. was appointed as our Chief Strategy Officer in January 2026 and as a director in August 2023. Prior to serving as our Chief Strategy Officer, Dr. Sorensen served as our Chief Science Officer from August 2023 to January 2026. Dr. Sorensen has served as the Chief Executive Officer of our DeepHealth, Inc. (“DeepHealth”) subsidiary of the Company that is focused on using artificial intelligence and deep learning methods to advance medical care with a special emphasis on breast cancer imaging. The Company acquired DeepHealth in June 2020. Dr. Sorensen served as the President and Chief Executive Officer of Siemens Healthcare North America from 2011 to 2015. Prior to that, he served as a Professor at Harvard Medical School and as a neuroradiologist at Massachusetts General Hospital, where he worked from 1990 to 2011. Since 2021, Dr. Sorensen has been serving as a supervisory board member for Fresenius Medical Care AG (NYSE: FMS), a provider of products and services for people with chronic kidney failure. He also served as the Executive Chairman of the board of directors of IMRIS, Inc., which is focused on the integration of imaging technologies in a neurosurgical setting; a member of the board of directors for Lumina Pharmaceuticals, Inc.. Dr. Sorensen served as a Supervisory Board Member at Siemens Healthineers from 2018 to 2023. Dr. Sorensen holds a B.S. in biology from the California Institute of Technology, an M.S. in computer science from Brigham Young University, and an M.D. degree from Harvard Medical School. Dr. Sorensen brings broad-based expertise on the development and potential impact of new technologies, including artificial intelligence and machine learning, on imaging services and healthcare. Laura P. Jacobs has been a member of our Audit Committee, our Nominating and Governance Committee and our Compensation Committee since 2020. Ms. Jacobs retired from her position as managing principal of GE Healthcare Partners in 2020, where she worked since 1990. Ms. Jacobs led the firm’s US healthcare management consulting business from 2015 to 2019 and was a founding principal and executive leader of its predecessor consulting firm, The Camden Group. She served as a part-time Senior Advisor for Kaufman Hall, a consulting division of Vizient. She is a national expert on healthcare trends and their impact on providers and has been involved in healthcare management for the past 40 years, including the 30 years with GE Healthcare Partners/The Camden Group, advising healthcare providers regarding strategies, operations and financial performance improvement initiatives. Ms. Jacobs has advised physician organizations, complex health systems and other healthcare entities on strategies for growth, technology adoption and financial performance improvement. Ms. Jacobs has led strategic, financial and operational redesign of health systems, including transforming the framework for decision-making and care delivery. Ms. Jacobs has led the organizational and compensation redesign for provider organizations to achieve greater integration and aligned incentives. She is a published author and speaker regarding current trends in healthcare, payer strategies, risk-based payment models, consumer expectations, clinical integration, governance and performance optimization. She currently serves as Chair of Front Porch Communities, a nonprofit organization that owns and manages retirement and affordable housing communities. Ms. Jacobs brings to our Board a wealth of experience in operating, managing and growing healthcare companies. Lawrence L. Levitt has been a member of our Audit Committee since March 2005 and a member of our Nominating and Governance Committee since 2011. Mr. Levitt has served as Chair of our Compensation Committee since 2007. Mr. Levitt is a certified public accountant and received his MBA in Accounting from the University of California Los Angeles. Since 1987, Mr. Levitt has been the President, Chief Financial Officer of Canyon Management Company, a company which manages a privately held investment fund. Mr. Levitt brings to our Board of Directors extensive financial accounting experience and is an audit committee financial expert under the SEC rules. Gregory E. Spurlock has been a member of our Compensation Committee and our Nominating and Governance Committee since 2021. Mr. Spurlock was a Senior Advisor to Global Medical Response, a KKR company with over 38,000 employees that provides emergency response to the ill and injured, from 2019 to 2024 and now works with the company on a part-time basis. From August 2019 to August 2024, Mr. Spurlock served as a Senior Advisor to LLR Partners, a Philadelphia-based private equity fund with a focus on health care. He retired in 2019 as President of Alliance Healthcare Services, where he directed operations for their professional, technical, and global hospital-based services, encompassing 40 centers across 19 states. Mr. Spurlock helped lead U.S. Radiosurgery, LLC, through its acquisition by Alliance HealthCare Services in 2011. As a member of the senior executive team, he led Alliance Healthcare’s transition from publicly traded to international privately-owned in 2017. Previous leadership includes work as the Director of the Tennessee Orthopaedic Alliance in Nashville and Executive Director of the Kerlan-Jobe Orthopedic Clinic in Los Angeles. Mr. Spurlock has served on a number of boards, including the CyberKnife Coalition, the Corporate Advisory Council of the American Society for Radiation Oncology, and the Board of Directors of the American Association of Orthopaedic Executives. He holds a Bachelor of Science degree from Virginia Tech. Mr. Spurlock brings extensive operational, management and industry experience to our Board. David L. Swartz has been Chair of our Audit Committee since 2004, has been a member of our Nominating and Governance Committee since 2007, a member of our Compensation Committee since 2007 and was appointed as Lead Independent Director in 2011. Mr. Swartz is a certified public accountant (retired) with experience providing accounting and advisory services to clients. Since 2010, Mr. Swartz has owned and continues to operate his own consulting services firm. Mr. Swartz served as a member of the Board of Directors of the California State Board of Accountancy until November 2012 and previously served as its president. From 2008 to 2010, Mr. Swartz served as a partner at J.H. Cohn LLP. Between 1990 and 2008, Mr. Swartz served as the managing partner of Good, Swartz, Brown & Berns LLP which was acquired by J.H. Cohn LLP in 2008. Prior to 1988, Mr. Swartz served as managing partner and was on the national Board of Directors of a 50 office international accounting firm. Mr. Swartz brings to our Board of Directors extensive public financial accounting experience and is an audit committee financial expert under the SEC rules.

  5. Director Skills

    Equity Compensation Awarded to Directors in 2025 On June 10, 2025, each of the non-employee directors received a restricted stock award of 2,699 shares of common stock under our Equity Incentive Plan, with a grant date value of approximately $160,024 based on the June 10, 2025 $59.29 per-share closing price of RadNet’s common stock. Subject to continued service, vesting of this stock grant will occur at the end of each non-employee director’s current term which coincides with the Annual Meeting. Nonqualified Deferred Compensation Arrangements Non-employee directors are eligible to participate in our Deferred Compensation Plans (as defined below). None of our non-employee directors elected to defer any portion of their 2025 compensation. Director Compensation The table below summarizes the compensation received by our non-employee directors for the fiscal year ended December 31, 2025.

  6. Director Skills

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lawrence L. Levitt | 113,500 | 160,024 | 273,524 | | Laura P. Jacobs | 108,500 | 160,024 | 268,524 | | Gregory E. Spurlock | 91,000 | 160,024 | 251,024 | | David L. Swartz | 148,500 | 160,024 | 308,524 |

  7. Director Skills

    | (1) Reflects the restricted stock awards described above in the “Equity Compensation Awarded to Directors in 2025” section. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted in 2025 computed in accordance with FASB ASC Topic 718, calculated by multiplying the number of shares subject to the award by the closing price of RadNet’s common stock on the grant date (see Note 11 in our Form 10-K for Fiscal Year 2025 that was filed with the SEC on March 2, 2026). These are not amounts actually paid to or necessarily realized by the grantee. As of December 31, 2025, each of the above non-employee directors held 2,699 shares of unvested restricted stock and no stock options. |

  8. Director Skills

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (4) | All Other Compensation ($)(1) | Total ($) | | A. Gregory Sorensen, M.D. (2) (3)(5) | 600,000 | 1,934,130 | 29,055 | 2,563,185 |

  9. Director Skills

    | (5) As of December 31, 2025, Dr. Sorensen held 37,828 shares of unvested restricted stock and stock options to acquire 62,964 shares. |

  10. Director Skills

    Disability: shall mean that for a period of at least 120 days during any twelve consecutive month period on account of a mental or physical condition, Dr. Sorensen is unable to perform the essential functions of his job for RMI, with or without reasonable accommodation. The determination of Dr. Sorensen’s Disability shall be made (a) by a medical physician selected or agreed to by RMI or (b) upon mutual agreement of RMI and Dr. Sorensen or his personal representative. Good Reason: means that Dr. Sorensen voluntarily terminates his employment due to either (i) a material default by RMI in the performance of any of its obligations under the employment agreement, or (ii) an Adverse Change in Duties (as defined above), which default or Adverse Change in Duties remains unremedied by RMI for a period of thirty days following its receipt of written notice thereof from Dr. Sorensen (which notice must be provided to the Company within 45 days of the initial existence of the applicable event and which reasonably describes the facts claimed by Dr. Sorensen to constitute the default or Adverse Change in Duties) (the reasons described in items (i) and (ii) of this paragraph being referred to herein as “Good Reason“) and such Good Reason termination is consummated by Dr. Sorensen within 30 business days after the expiration of the Company's 30 day remedy period.

  11. EXECUTIVE OFFICERS

    | • | Executive compensation benchmarking and framework; | | • | Assessment of market trends of non-employee director compensation; | | • | Review of market compensation practices and trends; | | • | Annual incentive plan and equity award design; | | • | Advice on merit increases, target bonuses and equity award levels; | | • | Assessment of employment and Change in Control agreement provisions; and | | • | Legislative and regulatory updates. |

  12. Equity Award Grant Practices

    Equity Award Grant Practices In 2025, our equity compensation awards to our executive officers were granted in January and to our non-executive employees were granted during the first quarter. Currently, our equity compensation awards to our non-executive employees and executive officers are granted typically in March. Our equity compensation awards to non-employee directors are granted typically on the date of our Annual Meeting of Stockholders. The Compensation Committee, in approving equity compensation awards to executive officers, the Board, in approving equity compensation awards to non-employee directors, and Dr. Berger, in approving equity compensation awards to non-executive employees and other service providers within the authority delegated to him by the Compensation Committee, do not take material nonpublic information into account when determining the timing of grant or the terms of equity compensation awards. Moreover, equity compensation awards, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity grant dates. The Company considers making grants to executive officers, non-employee directors, and non-executive employees outside of the time periods mentioned above in cases of new hires, promotions and other special situations. Our Compensation Committee and Board continually evaluate our equity award grant practices to maintain our competitiveness and to align with current practices in the market. As such, our equity award grant practices may change in the future. We currently do not grant awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K. Fiscal Year 2025 Compensation Determinations Based in part on the 2025 Compensation Report, and after considering each executive’s contribution to the Company’s growth and AEBITDA performance, the Compensation Committee elected to not modify base salaries for the Named Executive Officers (which had been last adjusted effective January 1, 2024) but did make certain other compensation decisions set forth below for 2025 in recognition of the superlative Company performance in 2024. On January 8, 2025, the Compensation Committee determined to provide the Named Executive Officers with the cash bonuses (which were paid in January 2025) in the amount of $350,000, $400,000, $400,000, and $375,000 for Messrs. Stolper, Hames, Forthuber, and Patel, respectively. The cash bonuses paid to these Named Executive Officers were equal to 50% of their 2024 annual base salaries. Additionally, on January 8, 2025, in order to retain and further motivate the Named Executive Officers and align their interests with Company stockholder interests, the Compensation Committee determined to provide the following Named Executive Officers with grants of stock units (for those Named Executive Officers deferring receipt of the underlying shares) or restricted shares (for those Named Executive Officers who are not deferring receipt of the underlying shares) (either, “RSG Shares”) with a grant date value approximately equal to 250% of the 2024 annual base salaries for the Named Executive Officers (other than for the Chief Executive Officer whose grant date value was equal to 300% of his 2024 annual base salary). Dr. Berger’s equity grant percentage was 300% instead of 250% because, unlike the other Named Executive Officers, Dr. Berger did not receive a 50% of base salary cash bonus. The table below reflects the 2025 equity compensation awards.

  13. Equity Award Grant Practices

    | | Grant Date Value of RSGs | Number of RSG Shares(1) | | Howard Berger | $9,000,000 | 124,567 | | Mark Stolper | $1,750,000 | 24,221 | | Norman Hames | $2,000,000 | 27,681 | | Stephen Forthuber | $2,000,000 | 27,681 | | Mital Patel | $1,875,000 | 25,951 | | Total | $16,625,000 | 230,101 |

  14. Equity Award Grant Practices

    ____________

  15. Equity Award Grant Practices

    | (1) The number of RSG Shares is equal to the whole number (rounded to the nearest integer) that is the quotient of the grant dollar value shown above divided by the closing price of a Company common share as reported on Nasdaq for January 8, 2025 which was $72.35. Subject to the Named Executive Officer’s continued service, the RSG Shares vest in four annual installments with 20% vesting on March 10, 2025 and the remaining 80% vesting in three equal installments on each of March 10, 2026, March 10, 2027 and March 10, 2028. |

  16. Equity Award Grant Practices

    Stockholder Advisory Votes on Executive Compensation In June 2024, approximately 89% of the stockholder votes (excluding abstained and broker non-votes) were cast “FOR” the stockholder advisory vote regarding our Named Executive Officers’ compensation. In June 2025, approximately 83% of the stockholder votes (excluding abstained and broker non-votes) were cast “FOR” the stockholder advisory vote regarding our Named Executive Officers’ compensation. The Compensation Committee carefully considered these results and a variety of other information, including the most recent competitive market assessment of pay, in determining compensation structure and amounts for each of 2025 and 2026, respectively. Fiscal Year 2026 Compensation Determinations In November 2025, Pearl Meyer provided the Compensation Committee with a compensation benchmarking report on the Company’s Peer Group along with a recommended new Peer Group for fiscal year 2026 after review of U.S. publicly traded companies with annual revenue, EBITDA, Net Income, market capitalization, and enterprise value targeting approximately one-half to three times RadNet’s annual revenue whose primary operations are in the healthcare facility and services industry (“2026 Compensation Report”). The Compensation Committee approved this new Peer Group which consists of the following companies:

  17. Equity Award Grant Practices

    | Acadia Healthcare Company, Inc. | AdaptHealth Corp | Addus HomeCare Corporation | | Astrana Health, Inc. | Aveanna Healthcare Holdings Inc. | Chemed Corporation | | Concentra Group Holdings Parent, Inc. | Encompass Health Corporation | Option Care Health, Inc. | | PACS Group, Inc. | Pediatrix Medical Group, Inc. | Select Medical Holdings Corporation | | Surgery Partners, Inc. | The Ensign Group, Inc. | U.S. Physical Therapy, Inc. |

  18. Equity Award Grant Practices

    Based in part on the 2026 Compensation Report, and after considering each executive’s contribution to the Company’s growth and AEBITDA performance, the Compensation Committee elected to modify base salaries for the Named Executive Officers, other than the CEO, (which had been last adjusted effective January 1, 2024) in recognition of the superlative Company performance in 2025. The table below reflects the revisions to the annual base salaries (which in the aggregate are approximately an average 10.33% increase in base salary for the five Named Executive Officers).

  19. Equity Award Grant Practices

    | | 2025 Base Salary | Increase to Base Salary | 2026 Base Salary | | Dr. Howard Berger | $3,000,000 | $– | $3,000,000 | | Mark Stolper | $700,000 | $150,000 | $850,000 | | Norman Hames | $800,000 | $150,000 | $950,000 | | Stephen Forthuber | $800,000 | $150,000 | $950,000 | | Mital Patel | $750,000 | $175,000 | $925,000 |

  20. Equity Award Grant Practices

    On January 6, 2026, the Compensation Committee determined to provide the Named Executive Officers (other than the CEO) with the cash bonuses (which were paid in January 2026) in the amount of $700,000, $800,000, $800,000, and $750,000 for Messrs. Stolper, Hames, Forthuber and Patel, respectively. The bonuses paid to these Named Executive Officers were equal to 100% of their 2025 annual base salaries. Additionally, on January 6, 2026, in order to retain and further motivate the Named Executive Officers enumerated below and align their interests with Company stockholder interests, the Compensation Committee determined to provide the following Named Executive Officers with grants of stock units (for those Named Executive Officers deferring receipt of the underlying shares) or restricted shares (for those Named Executive Officers who are not deferring receipt of the underlying shares) (either, “RSG Shares”) with a grant date value approximately equal to 200% of the 2025 annual base salaries for the Named Executive Officers (other than for the Chief Executive Officer whose grant date value was equal to 300% of his 2025 annual base salary). Dr. Berger’s equity grant percentage was 300% instead of 200% because, unlike the other Named Executive Officers, Dr. Berger did not receive a 100% of base salary cash bonus. The table below reflects these 2026 equity compensation awards.

  21. Equity Award Grant Practices

    | | Grant Date Value of RSGs | Number of RSG Shares(1) | | Howard Berger | $9,000,000 | 124,001 | | Mark Stolper | $1,400,000 | 19,288 | | Norman Hames | $1,600,000 | 22,045 | | Stephen Forthuber | $1,600,000 | 22,045 | | Mital Patel | $1,500,000 | 20,067 | | Total | $15,100,000 | 207,446 |

  22. Equity Award Grant Practices

    | (1) The number of RSG Shares is equal to the whole number (rounded to the nearest integer) that is the quotient of the grant dollar value shown above divided by the closing price of a Company common share as reported on Nasdaq on the grant date of March 3, 2026 which was $72.58. Subject to the Named Executive Officer’s continued service, the RSG Shares vest in four annual installments with 20% vesting on March 10, 2026 and the remaining 80% vesting in three equal installments on each of March 10, 2027, March 10, 2028 and March 10, 2029. |

  23. Equity Award Grant Practices

    Taxes, Risks and other Considerations Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to “Covered Employees.” The Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, including the impact of these tax law changes. However, the Compensation Committee believes that in certain circumstances factors other than tax deductibility take precedence when determining the forms and levels of executive compensation most appropriate and in our best interest and the best interest of our stockholders. Thus, executive compensation arrangements may not be tax deductible or, if initially intended to be tax deductible, may not actually receive this treatment. Risk Considerations in Our Compensation Programs Our Compensation Committee reviews the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking. The Compensation Committee believes our compensation programs strike a balance between providing secure compensation (base salaries) as well as appropriate short- and long-term incentives, such that our executive officers are not encouraged to take unnecessary or excessive risks. Stock Ownership We structure our pay to consist of primarily fixed compensation with base salary in cash, bonuses and non-cash long-term incentive programs. Although we do not have requirements or guidelines specifying amounts of ownership of RadNet common stock for our Named Executive Officers, we do promote and encourage the aligning of their interests with those of our stockholders by providing them with significant equity awards. Recoupment of Erroneously Awarded Compensation Policy In November 2023, our Board of Directors adopted a Policy on Recovery of Erroneously Awarded Compensation or “Clawback Policy” that is intended to deter both financial/accounting irregularities with respect to RadNet’s financial statements and also misconduct by senior executives. The Clawback Policy is intended to comply with the listing rules of the Nasdaq Stock Market LLC and SEC Exchange Act Rule 10D-1. The Clawback Policy is generally administered by the Compensation Committee although the Board of Directors may administer the policy or designate another committee to serve in such role, and may also act in conjunction with the Audit Committee. The policy applies to RadNet’s officers and other designated key employees (collectively, “Senior Executives”). Under the Clawback Policy, if RadNet is required to restate any financial statements (other than due to a change in accounting policy), then the Compensation Committee (or other designated committee) can take certain actions to recoup performance-based compensation from the Senior Executives that exceeded the amount that would have been paid under the restated financial results, including the cancellation of equity compensation awards. Performance-based compensation that was paid, vested or earned in the three most recent completed fiscal years prior to (a) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an accounting restatement, in each case regardless of if or when the restated financial statements are filed is generally subject to recoupment. A Senior Executive that is determined to have committed “Misconduct” (as defined under the Clawback Policy) is subject to additional measures including recoupment or cancellation or reimbursement of incentive compensation (performance and time based awards), adjustment of future compensation, and/or disciplinary actions including termination of employment. COMPENSATION COMMITTEE REPORT* The Compensation Committee has reviewed and discussed with RadNet’s management the “Compensation Discussion and Analysis” included above and unanimously recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Submitted by the Compensation Committee: Lawrence L. Levitt, Chair Laura P. Jacobs Gregory E. Spurlock David L. Swartz _______________ * The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language therein. Compensation Committee Interlocks and Insider Participation The members of our Compensation Committee are Lawrence L. Levitt, Laura P. Jacobs, Gregory E. Spurlock, and David L. Swartz. None of our executive officers serve or have served on the board of directors or compensation committee of another company that also has an executive officer that serves on our board of directors or our Compensation Committee. EXECUTIVE COMPENSATION TABLES Summary Compensation Table The following table, footnotes and related narrative summarizes the total compensation paid to or earned by each of our Named Executive Officers for fiscal years 2025, 2024, and 2023:

  24. Equity Award Grant Practices

    | Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($)(2) | Total($) | | Howard G. Berger, M.D. | 2025 | 3,000,000 | – | 8,999,966 | – | 87,968 | 12,087,934 | | President and Chief Executive Officer | 2024 | 3,000,000 | 4,000,000 | 2,000,000 | – | 76,433 | 9,076,437 | | (principal executive officer)(3) | 2023 | 1,500,000 | 2,000,000 | 1,375,000 | 1,750,000 | 75,183 | 6,700,183 | | Mark D. Stolper | 2025 | 700,000 | 350,000 | 1,749,967 | – | 33,522 | 2,833,489 | | Executive Vice President and | 2024 | 700,000 | 575,000 | 574,982 | – | 33,157 | 1,883,139 | | Chief Financial Officer (principal financial officer) | 2023 | 575,000 | 287,500 | 431,250 | 575,000 | 31,954 | 1,900,704 | | Stephen M. Forthuber | 2025 | 800,000 | 400,000 | 1,999,952 | – | 54,494 | 3,254,446 | | President and Chief Operating | 2024 | 800,000 | 650,000 | 650,017 | – | 52,882 | 2,152,899 | | Officer - Eastern Operations | 2023 | 650,000 | 325,000 | 487,500 | 650,000 | 48,065 | 2,160,565 | | Norman R. Hames | 2025 | 800,000 | 400,000 | 1,999,952 | – | 38,104 | 3,238,056 | | President and Chief Operating | 2024 | 800,000 | 650,000 | 650,017 | – | 36,486 | 2,136,503 | | Officer - Western Operations | 2023 | 650,000 | 325,000 | 487,500 | 650,000 | 30,460 | 2,142,960 | | Mital Patel (4) | 2025 | 750,000 | 375,000 | 1,874,960 | – | 55,594 | 3,055,554 | | Executive Vice President of Financial | 2024 | 750,000 | 575,000 | 574,982 | – | 56,047 | 1,956,029 | | Planning and Analysis and Chief Administrative Officer | 2023 | 575,000 | 287,500 | 431,250 | 575,000 | 49,385 | 1,918,135 |

  25. Equity Award Grant Practices

    | (3) Dr. Berger’s RSUs that were granted in January 2023 and 2024, for which payment has been deferred under the Company’s Nonqualified Deferred Compensation Plan, were distributed as shares to him in March 2026. | | (4) Mr. Stolper RSUs, for which payment has been deferred under the Company’s Nonqualified Deferred Compensation Plan, are scheduled to be distributed to him in five annual installments commencing in January 2028. | | (5) Mr. Hames’ RSUs that were granted in January 2023, for which payment has been deferred under the Company’s Nonqualified Deferred Compensation Plan, are scheduled to be distributed to him in January 2030. | | (6) Mr. Hames’ RSUs that were granted in January 2024, for which payment has been deferred under the Company’s Nonqualified Deferred Compensation Plan, are scheduled to be distributed to him in January 2029. |

  26. Pay Ratio Disclosure

    Pay Ratio Disclosure Under SEC rules we are required to disclose the ratio of our median employee’s total annual compensation to the total annual compensation of Dr. Berger, our principal executive officer. In determining the median employee, we prepared a list of all employees as of December 31, 2025. We excluded 206 employees based in our international locations (Australia–12, Bulgaria–1, Canada–35, Finland–2, France–17, Germany–4, Hungary–3, India–33, Italy–1, the Netherlands–69, New Zealand–1, Portugal–2, Romania–2, Spain–5 and the United Kingdom–19) because they represented less than 2% of our total employees and their exclusion did not have a material effect on the median calculation. We do not grant equity compensation awards widely to our employees, and consequently determined that annual gross wages is an appropriate compensation metric to utilize. We selected our median employee based on the annual gross wages reflected in our payroll records in 2025, which includes part-time, temporary and international employees (we do not have any seasonal employees). For 2025, the pay ratio calculation is as follows, showing that for 2025, the PEO’s total annual compensation was 263 times that of the median of the total annual compensation of all employees other than the PEO:

  27. Pay Ratio Disclosure

    | Median Employee Annual Total Compensation | $45,880 | | Dr. Berger (“PEO”) Annual Total Compensation | $12,087,934 | | Ratio of PEO to Median Employee Compensation | 263 |

  28. Pay Ratio Disclosure

    Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to use a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. These companies may also operate in different industries and different geographic locations, be of a different size, have different revenues, earnings and market capitalization and be subject to different regulations than RadNet. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosures included in this section are prescribed by SEC rules and do not necessarily align with how the Company, our Board, or the Compensation Committee view the link between the Company’s performance and Named Executive Officer pay, and neither the Board nor the Compensation Committee uses compensation actually paid as the basis for making compensation decisions. The tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our Named Executive Officers during the applicable fiscal years. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the above “Compensation Discussion and Analysis” section. Pay Versus Performance

  29. Pay Ratio Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (millions)(7) | Adjusted EBITDA (millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $12,087,934 | $9,275,736 | $3,095,386 | $2,205,753 | $364.59 | $111.51 | $(18.65) | $300.22 | | 2024 | $9,076,437 | $16,353,450 | $2,624,987 | $4,934,058 | $356.87 | $94.10 | $2.79 | $279.46 | | 2023 | $6,700,183 | $10,101,435 | $2,030,591 | $3,585,219 | $177.67 | $92.48 | $3.04 | $232.30 | | 2022 | $5,555,517 | $5,555,517 | $2,823,387 | $1,962,193 | $96.22 | $87.95 | $10.65 | $191.28 | | 2021 | $4,567,222 | $4,567,222 | $1,676,763 | $2,073,838 | $153.86 | $109.76 | $24.73 | $211.94 |

  30. Pay Ratio Disclosure

    _ ______________

  31. Pay Ratio Disclosure

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Berger (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the above Summary Compensation Table. | | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Berger, as computed in accordance with Item 402(v) of Regulation S-K. These numbers differ from those reported in 2025 due to an administrative error. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Berger’s total compensation for 2025 to determine the compensation actually paid: |

  32. Pay Ratio Disclosure

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments(a) | Reported Change in the Actuarial Present Value of Pension Benefits(b) | Pension Benefit Adjustments(c) | Compensation Actually Paid to PEO | | 2025 | $12,087,934 | $(8,999,966) | $6,187,768 | $0 | $0 | $9,275,736 | | 2024 | $9,076,437 | $(2,000,004) | $9,277,017 | $0 | $0 | $16,353,450 | | 2023 | $6,700,183 | $(3,125,000) | $6,526,252 | $0 | $0 | $10,101,435 | | 2022 | $5,555,517 | $0 | $0 | $0 | $0 | $5,555,517 | | 2021 | $4,567,222 | $0 | $0 | $0 | $0 | $4,567,222 |

  33. Pay Ratio Disclosure

    | (a) The amounts deducted or added in calculating Dr. Berger’s equity award adjustments are as follows: |

  34. Pay Ratio Disclosure

    | Year | Year End Fair Value of Equity Awards Granted in the Current Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $7,110,242 | $29,042 | $1,197,367 | $(2,148,882) | $0 | $0 | $6,187,768 | | 2024 | $2,583,801 | $5,152,207 | $860,342 | $680,667 | $0 | $0 | $9,277,017 | | 2023 | $5,590,692 | $0 | $935,560 | $0 | $0 | $0 | $6,526,252 | | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | 2021 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |

  35. Pay Ratio Disclosure

    | (b) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for 2025. These values are $0.00 since Dr. Berger did not have any values reported in these columns in the Summary Compensation Table. | | (c) The total pension benefit adjustments for 2025 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the chief executive officer during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”) calculated in accordance with U.S. GAAP. This value is $0.00 since Dr. Berger did not participate in such pension programs in Fiscal Year 2025. |

  36. Pay Ratio Disclosure

    | (3) The dollar amounts reported in column (d) and (e) represent the average of the amounts reported for the Named Executive Officers as a group (excluding Dr. Berger) in the “Total” column of the Summary Compensation Table in 2025. The names of each of the Named Executive Officers (excluding Dr. Berger) included for purposes of calculating the average amounts in each applicable year (other than 2024) are Mark Stolper, Stephen Forthuber, Norman Hames, and Mital Patel. The names of each of the Named Executive Officers (excluding Dr. Berger) included for purposes of calculating the average amounts for 2024 are Mark Stolper, Cornelis Wesdorp, Stephen Forthuber, and Norman Hames. | | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding Dr. Berger), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the Named Executive Officers as a group (excluding Dr. Berger) during the applicable year. These numbers differ from those reported in 2025 due to an administrative error. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Named Executive Officers as a group (excluding Dr. Berger) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  37. Pay Ratio Disclosure

    | Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits(b) | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-PEO Named Executive Officers | | 2025 | $3,095,386 | $(1,906,208) | $1,016,575 | $0 | $0 | $2,205,753 | | 2024 | $2,624,987 | $(1,508,871) | $3,817,942 | $0 | $0 | $4,934,058 | | 2023 | $2,030,591 | $(1,071,875) | $2,626,503 | $0 | $0 | $3,585,219 | | 2022 | $2,823,387 | $(1,609,375) | $748,182 | $0 | $0 | $1,962,193 | | 2021 | $1,676,763 | $(667,066) | $1,064,141 | $0 | $0 | $2,073,838 |

  38. Pay Ratio Disclosure

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  39. Pay Ratio Disclosure

    | Year | Average Year End Fair Value of Equity Awards Granted in the Current Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $1,506,002 | $6,513 | $253,577 | $(749,517) | $0 | $0 | $1,016,575 | | 2024 | $1,478,583 | $1,790,861 | $389,136 | $159,363 | $0 | $0 | $3,817,942 | | 2023 | $2,032,116 | $309,243 | $286,517 | $(1,373) | $0 | $0 | $2,626,503 | | 2022 | $617,753 | $(118,649) | $286,758 | $(37,680) | $0 | $0 | $748,182 | | 2021 | $450,235 | $260,293 | $326,458 | $27,155 | $0 | $0 | $1,064,141 |

  40. Pay Ratio Disclosure

    | (b) The amounts included in these columns are $0.00 since none of the Named Executive Officers participated in a pension benefit program in Fiscal Year 2025. |

  41. Pay Ratio Disclosure

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  42. Pay Ratio Disclosure

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 – Healthcare Sector index. |

  43. Pay Ratio Disclosure

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | | (8) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted to exclude losses or gains on the disposal of equipment, other Financial Performance Measures income or loss, loss on debt extinguishment, bargain purchase gains, loss on de-consolidation of joint ventures and non-cash equity compensation. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the Company-Selected Measure which means it is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to Company performance. |

  44. Pay Ratio Disclosure

    Financial Performance Measures As described in greater detail in the “Compensation Discussion and Analysis” section. the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short- term incentive awards are selected based on an objective of incentivizing our Named Executive Officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance are as follows:

  45. Pay Ratio Disclosure

    | 1. | Adjusted EBITDA | | 2. | Total Shareholder Return (via equity grants); and | | 3. | Strategic Objectives (via discretionary bonus). |

  46. Pay Ratio Disclosure

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EBIDTA EQUITY COMPENSATION PLAN INFORMATION We have one active equity compensation plan, our Equity Incentive Plan. The Equity Incentive Plan provides for the grant of stock options (incentive and non-qualified), stock awards (including RSUs), stock appreciation rights and cash awards. If not terminated earlier, the Equity Incentive Plan will expire on April 26, 2033. As of December 31, 2025, we have reserved an aggregate 20,100,000 shares of common stock for issuance under our Equity Incentive Plan, subject to adjustment for stock dividends, reorganizations, or other changes in our capital structure and 1,851,693 (which excludes 336,591 shares subject to outstanding RSUs) remained available for potential future issuance. Shares underlying any portion of an award that is cancelled, terminates, expires, or lapses for any reason are generally returned to the available pool under the Equity Incentive Plan. Shares attributable to (a) shares of common stock upon the exercise of incentive stock options that are subsequently forfeited or repurchased, or (b) awards transferred under any award transfer program, shall not again be available for grant under the Equity Incentive Plan. In connection with our acquisition of DeepHealth Inc. on June 1, 2020, we assumed the DeepHealth, Inc. 2017 Stock Incentive Plan and its then-outstanding stock options held to acquire DeepHealth, Inc. stock. After giving effect to subsequent exercises, at December 31, 2025 these assumed stock options were exercisable for up to 65,208 shares of RadNet common stock. No additional awards will be granted under the DeepHealth Inc. 2017 Stock Incentive Plan. In connection with our acquisition of iCAD, Inc. on July 17, 2025, we assumed the iCAD, Inc. 2016 Stock Incentive Plan, as amended, and the iCAD, Inc. 2012 Stock Incentive Plan, as amended by Amendment No. 1 (collectively, the “iCAD Plans”), including outstanding option awards that became exercisable for shares of our common stock. At December 31, 2025 these assumed stock options were exercisable for up to 84,533 shares of RadNet common stock. No additional awards will be granted under the iCAD Plans. The following table sets forth the number of shares of common stock subject to outstanding options, RSUs, warrants and other convertible securities into share rights, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2025.

  47. Pay Ratio Disclosure

    | Plan Category | (A) Number of Shares to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)(1)(2) | (B) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (C) Number of Shares Remaining Available For Future Issuance Under Equity Incentive Plans (Excluding Shares Reflected in Column (A))(3) | | Equity incentive plans approved by stockholders | 1,003,593 | $19.36 | 1,851,693 | | Equity incentive plans not approved by stockholders | – | – | – | | TOTAL | 1,003,593 | $19.36 | 1,851,693 |

  48. Pay Ratio Disclosure

    | (1) Includes 336,591 shares subject to outstanding RSUs under the NDC Plan. The weighted average exercise price in column (B) does not take these RSUs into account. | | (2) Does not include options outstanding under the DeepHealth, Inc. 2017 Stock Incentive Plan or the iCAD Plans, as no further awards will be made under these plans. On an aggregate basis, the number of securities to be issued upon the exercise of outstanding options originally held pursuant to the DeepHealth, Inc. 2017 Stock Incentive Plan was 65,208 on December 31, 2025, with a weighted average exercise price of $0.00, and under the iCAD Plans was 84,533, with a weighted average exercise price of $30.18. | | (3) Excludes 336,591 shares subject to outstanding RSUs under the NDC Plan. |

  49. Pay Ratio Disclosure

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents information concerning the beneficial ownership of the shares of our common stock as of March 31, 2026, by:

  50. Pay Ratio Disclosure

    | • | each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock; | | • | each of our Named Executive Officers; | | • | each of our directors; and | | • | all of our current executive officers and directors as a group. |

  51. Pay Ratio Disclosure

    Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o RadNet, Inc., 1510 Cotner Ave., Los Angeles, CA 90025. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Percentage ownership is based on 78,535,748 shares of common stock outstanding on March 31, 2026. In accordance with the rules of the SEC, when computing the number of shares of common stock beneficially owned and the percentage ownership of a person, we include shares of common stock subject to options held by that person that are exercisable or will become exercisable within 60 days of March 31, 2026, but we do not include those shares of common stock underlying options when computing the percentage ownership of any other person.

  52. Pay Ratio Disclosure

    | Name of Beneficial Owner | Shares Beneficially Owned | Percent of Shares Beneficially Owned | | 5% or Greater Stockholders | | | | BlackRock, Inc. | 9,250,663(1) | 11.78% | | Sandy Nyholm Kaminsky, trustee of the HFB Heirs’ Trust II | 4,551,753(2) | 5.80% | | RTW Investments, LP | 3,938,500(3) | 5.01% | | Directors, Nominees and Named Executive Officers | | | | Howard G. Berger, M.D. | 518,405(4) | * | | Stephen M. Forthuber | 762,599(5) | * | | Norman R. Hames | 430,389(6) | * | | Laura P. Jacobs | 27,007(7) | * | | Lawrence L. Levitt | 164,956(8) | * | | Mital Patel | 320,722(9) | * | | A. Gregory Sorensen, M.D. | 1,201,923(10) | 1.53% | | Gregory E. Spurlock | 5,290(11) | * | | Mark D. Stolper | 239,759(12) | * | | David L. Swartz | 213,785(13) | * | | All directors and executive officers as a group (12 persons) | 4,074,901(14) | 5.14% |

  53. Pay Ratio Disclosure

    * Represents less than 1%.

  54. Pay Ratio Disclosure

    | (1) According to a Schedule 13G/A filed with the SEC on October 17, 2025, BlackRock, Inc. maintains sole voting power and sole dispositive power over 9,250,663 shares of our common stock. The address set forth in the Schedule 13G/A filing is 50 Hudson Yards, New York, NY 10001. | | (2) According to a Schedule 13G/A filed with the SEC on October 24, 2024, Sandy Nyholm Kaminsky, as trustee of the HFB Heirs’ Trust II, maintains sole voting power and sole dispositive power over 4,551,753 shares of our common stock. The address set forth in the Schedule 13G/A filing is 400 S. Emerson Street, Denver, Colorado 80209. On June 29, 2015, HFB Enterprises, LLC, of which Dr. Berger was a co-manager, distributed 5,133,114 shares of RadNet’s common stock to HFB Heirs’ Trust II (formerly HFB Heirs’ Trust), an irrevocable trust for Dr. Berger’s children and the sole member of HFB Enterprises, LLC. Dr. Berger does not have any control over HFB Heirs’ Trust II or beneficial ownership of any of shares of RadNet common stock held by the HFB Heirs’ Trust II. | | (3) According to a Schedule 13G filed with the SEC on February 17, 2026, RTW Investments, LP and Roderick Wong have shared voting power and shared dispositive power over 3,938,500 shares of our common stock. The address set forth in the Schedule 13G filing is 40 10th Avenue, Floor 7, New York, New York 10014. | | (4) Beneficial ownership includes (a) 149,104 shares of unvested time-based restricted stock, (b) 25,992 shares subject to options exercisable within 60 days of March 31, 2026, and (c) 20,000 shares of common stock held by Dr. Berger’s spouse. | | (5) Beneficial ownership includes: (a) 32,400 shares of unvested time-based restricted stock, and (b) 211,333 shares subject to options exercisable within 60 days of March 31, 2026. | | (6) Beneficial ownership includes: (a) 32,400 shares of unvested time-based restricted stock, (b) 128,738 shares subject to options exercisable within 60 days of March 31, 2026, and (c) 22,989 shares of common stock held by Mr. Hames’s spouse. | | (7) Beneficial ownership includes 2,699 shares of unvested time-based restricted stock. The securities reported are held through the Jacobs Family Trust, of which Ms. Jacobs is a co-trustee. | | (8) Beneficial ownership includes 2,699 shares of unvested time-based restricted stock. | | (9) Beneficial ownership includes: (a) 30,374 shares of unvested time-based restricted stock, and (b) 120,547 shares subject to options exercisable within 60 days of March 31, 2026. | | (10) Beneficial ownership includes 38,686 shares of unvested time-based restricted stock. | | (11) Beneficial ownership includes 2,699 shares of unvested time-based restricted stock. | | (12) Beneficial ownership includes 26,790 shares of unvested time-based restricted stock and (b) 173,005 shares subject to options exercisable within 60 days of March 31, 2026. | | (13) Beneficial ownership includes: (a) 2,699 shares of unvested time-based restricted stock, and (b) 37,019 shares of common stock held by Mr. Swartz’s spouse. | | (14) Beneficial ownership includes (a) 740,944 shares subject to options exercisable within 60 days of March 31, 2026, and (b) 416,952 shares of unvested time-based restricted stock. This beneficial ownership amount also includes 177,649 shares pledged in a margin account by Mital Patel. |

  55. Pay Ratio Disclosure

    DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based solely on copies of these reports provided to us and written representations that no other reports were required, we believe that these persons timely met all of the applicable Section 16(a) filing requirements during the fiscal year ended December 31, 2025, with the exception of one late report on Form 4 from each of David J. Katz for one transaction, Stephen M. Forthuber for two transactions, Mital Patel for two transactions, and Norman R. Hames for two transactions, and all of which covered the vesting of previously reported restricted stock units that were subject to performance and time vesting. REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS* The Audit Committee of the Board of Directors is comprised entirely of independent directors who meet the independence requirements of NASDAQ and the SEC. The Audit Committee operates pursuant to a charter that is available on our website at www.radnet.com under Investor Relations – Corporate Governance. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Our independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with management and Ernst & Young the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025. The Audit Committee also discussed with Ernst & Young matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements discussed above be included in RadNet’s annual report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. The Audit Committee has also reappointed Ernst & Young to serve as independent auditors for the fiscal year ending December 31, 2026, and requested that this appointment be submitted to our stockholders for ratification at their Annual Meeting. Submitted by the Audit Committee:

  56. Pay Ratio Disclosure

    | David L. Swartz, Chair Lawrence L. Levitt Laura P. Jacobs |

  57. Pay Ratio Disclosure

    * The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language therein. PROPOSALS PROPOSAL NO. 1: ELECTION OF DIRECTORS Based on the recommendation of our Nominating and Governance Committee, our Board of Directors has nominated each of the following individuals to be elected to serve on our Board until the next annual meeting of stockholders and until their successors are duly elected and qualified:

  58. Pay Ratio Disclosure

    | Howard G. Berger, M.D., Laura P. Jacobs, Lawrence L. Levitt, A. Gregory Sorensen, M.D. Gregory E. Spurlock, and David L. Swartz |

  59. Pay Ratio Disclosure

    Each of the nominees is a current director and all have consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee becomes unavailable or unable to serve before the Annual Meeting, the Board of Directors may determine to leave the position vacant, reduce the number of authorized directors or designate a substitute nominee. If a substitute nominee is named, then the persons named as proxies will have full discretion and authority to vote or refrain from voting for such substitute nominee in their discretion. There are no family relationships between any nominees and executive officers of RadNet, and there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was or is selected as a director or nominee.

  60. Vote Required

    | (1) See the Grants of Plan-Based Awards in 2025 Table for further details regarding 2025 equity compensation awards to the named executive officers. | | (2) See the “Equity Compensation Awarded to Directors in 2025” section for further details regarding 2025 equity compensation awards to the non-employee directors. |