Total stock-based compensation for the three months ended March 31, 2026 and 2025 was a gain of $3.9 million and expense of $27.6 million, respectively. Stock-based compensation expense includes amounts recognized primarily for non-employee arrangements for the obligations for under-construction and ramping hospitals, as well as amounts granted to employees and board members for services rendered. The gain for the three months ended March 31, 2026 is due to the decrease of accrued stock-based compensation related to the obligations for under-construction and ramping hospitals. There have been no significant changes to options from those disclosed in Note 12 to the 2025 Form 10-K.

Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, former doctor owners of the Ramping and Under Construction Hospitals (as determined on April 1, 2022) are eligible to receive a one-time additional issuance of Company common stock.

•With respect to ramping hospitals that were acquired before the Merger, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company common stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10, (iii) minus the initial equity value received at the closing of the Merger, and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $420.00, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock.

•With respect to under construction hospitals that were acquired before the Merger, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation

and amortization as of the Determination Date multiplied by (ii) 10, minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital, minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the closing of the Merger, divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $420.00, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock.

Ramping Hospitals are hospitals that at the time of the Merger had less than two years of operating results and as such were not considered mature hospitals. Under Construction Hospitals are hospitals that at the time of the Merger had not started accepting patients and as such did not have any operating results to serve as a basis for a valuation. At the time of the Merger, the parties agreed to additional issuances of common stock once these Ramping and Under Construction Hospitals had operated for at least 24 months, with the valuation to be based on trailing twelve months operating results determined at the end of such 24-month period (“Measurement Period”).

Pursuant to the Merger Agreement, and based on a valuation of $420.00 per share of Clinigence common stock, each member interest in Nutex Holdco issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 3.571428575 shares of Clinigence common stock.

With respect to the Under Construction Hospitals, the aggregate number of shares of Clinigence common stock issued in the Merger to such former doctor owners was equal to the aggregate capital contribution amounts received from the contributing former doctor owners of the Under Construction Hospitals divided by (b) $420.00. In addition, Nutex Health assumed all the debt of such Under Construction Hospitals outstanding at the closing of the Merger.

Under the Contribution Agreements, the Ramping and Under Construction Hospitals are entitled to additional shares of Company Common Stock. The number of additional shares depends on two main factors: the trailing twelve-month operating results of the particular hospital and the trading price of Nutex Health common stock, with both factors determined at the end of the applicable Measurement Period. There is no threshold of certain operating results to be achieved; however, there is a floor price of common stock to be applied to the calculation. The exact amount a former doctor owner of a particular hospital will receive will accordingly depend on (i) the trailing twelve months of operating results of that particular hospital, minus the initial capital contribution and debt assumption, (ii) the current Nutex common stock trading price, and (iii) the ownership percentage in the hospital such former doctor owner held prior to the Contribution Transaction and the Merger.

At the closing of the Merger, four hospitals were identified as Ramping Hospitals and 17 hospitals were identified as Under Construction Hospitals. Related to the four Ramping Hospitals, no additional issuances of common stock were issued due to operating results for three Ramping Hospitals and the closure of one Ramping Hospital in February 2023. Of the 17 Under Construction Hospitals,

In the tables below, we show the number of shares issuable, the number of shares issued to date, and compensation expense recognized with respect to hospital with Measurement Periods that ended prior to the end of March 31, 2026.


Number of Hospitals	End of Measurement Period	Number of Shares Issuable	Number of Shares Issued to Date	Inception-to-date Compensation Expense		Year-to-date 2026 Compensation Expense
1	February 28, 2023	—	—	$	—	$	—
2	February 29, 2024	27,035	27,035	458		—
1	February 28, 2025	422,091	422,091	23,173		—
2	June 30, 2025	603,306	603,306	75,042		—
1	August 31, 2025	309,429	309,429	25,927		—
1	March 31, 2026	12,753	12,753	3,744		(2,532)
8		1,374,614	1,374,614	$	128,344	$	(2,532)

In the table below, we show the estimated number of shares issuable to two hospitals with Measurement Periods that end after March 31, 2026 and are operating, but showing a pro forma calculation as if the respective Measurement Periods had ended on March 31, 2026. Since we cannot predict the future operating results of a particular hospital or the Nutex Health trading price at the end of such particular Measurement Period, the actual number of shares issuable to the former doctor owners of such Hospital cannot be determined.


Number of Hospitals	End of Measurement Period	Estimated Number of Shares Issuable	Estimated Compensation Expense		Inception-to-date Compensation Expense		Year-to-date 2026 Compensation Expense
1	November 30, 2026	—	—		—		$	(2,181)
1	December 31, 2026	47,100	3,216		2,705		160
2		47,100	$	3,216	$	2,705	$	(2,021)

The Company measures these obligations as liability-classified stock-based compensation at fair value (level 3) on each reporting date until settlement, with changes in fair value recognized in the consolidated statement of operations. The fair value of these awards is determined using Monte Carlo simulation, which incorporates inputs such as expected term, volatility, risk-free interest rate, dividend yield and the probability of achieving performance conditions. At March 31, 2026, the aggregate liability recorded for these obligations was $2.7 million as compared to $8.3 million at December 31, 2025. The change in fair value recognized in the consolidated statements of operations for three months ended March 31, 2026 and 2025 was $(3.9) million and $27.6 million, respectively.

Restricted Stock Units. The following is an inception-to-date summary of the restricted stock units (RSUs) granted to certain employees and board members participating in the Company's long-term incentive program (shares and dollars in thousands):


Grant Date	RSUs Granted	Grant Date Fair Value		RSUs Vested	RSUs Forfeited	RSUs Unvested	Future Vesting Dates
June 16, 2024	118	$	640.11	72	13	33	March 2027
March 10, 2025	61	2,484.02		18	7	36	March 2027 and 2028
July 14, 2025	3	280.00		—	—	3	July 2026
March 2, 2026	34	3,982.29		—	—	34	March 2027, 2028, 2029
Total	216	$	7,386.41	90	20	106


	Shares (in thousands)	Weighted Average Grant-Date Fair Value Per Share
Non-vested awards, December 31, 2024	117	$	37.23
Granted	61	41.15
Forfeitures	(5)	5.40
Vested	(16)	105.80
Non-vested awards, March 31, 2025	157	$	34.96

Non-vested awards, December 31, 2025	127	$	43.69
Granted	34	117.60
Forfeitures	(3)	34.16
Vested	(52)	33.90
Non-vested awards, March 31, 2026	106	$	95.21

As of March 31, 2026 and 2025, we estimate $5.5 million and $2.9 million, respectively, of unrecognized compensation cost related to restricted stock units issued to our employees to be recognized over the weighted-average vesting period of 1.8 years and 1.9 years, respectively.

Employee Stock Purchase Plan. In May 2023, the Board adopted the 2023 Employee Stock Purchase Plan (“2023 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2023. The 2023 ESPP authorizes the initial issuance of up to 33,333 shares of the Company’s common stock to eligible employees, who are entitled to purchase shares of common stock equal to 85% of the closing price on the purchase date with accumulated payroll deductions. During the three months ended March 31, 2026 and 2025, the Company issued 547 shares and 1,161 shares, respectively.