Nutex Health Inc.NUTX
Nutex Health Inc. Stock Compensation Disclosure
Stock-based Compensation
In 2023, the stockholders of the Company approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”), providing a total of 73,426 shares of Common Stock (11,013,943 prior to the 2024 Reverse Stock Splits) for issuance. Awards granted under the 2023 Plan may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant. The 2023 Plan is subject to annual increases on January 1st of each calendar year through January 1, 2033 of up to 1% of the issued and outstanding shares of the Company’s Common Stock on the final day of the preceding calendar year, at the discretion of the Compensation Committee of our Board of Directors. During the second quarter of 2024, the number of shares to be issued under the 2023 Plan increased to 118,563 shares, most of which were issued as restricted stock units in June 2024, as discussed below. During the first quarter of 2025, the number of shares to be issued under the 2023 Plan increased to 55,115 shares, most of which were issued as restricted stock units in 2025, as discussed below. On July 14, 2025, stockholders of the Company approved an amendment to the 2023 Plan to increase the number of shares available for issuance under the Plan by 1,100,000 over the 10 year term of the Plan and to allow the number of shares available to automatically increase on January 1st of each calendar year through January 1, 2033 in an amount equal to 5% of the number of outstanding shares at December 31 of the previous fiscal year, provided that the Board may decide that there shall be no or lesser increase.
Total stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $117.0 million, $16.6 million, and $2.8 million, respectively. Stock-based compensation expense includes amounts recognized for awards granted to employees for services rendered and non-employee arrangements, specifically the obligations for under-construction and ramping hospitals.
Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, contributing owners of the under-construction hospitals and ramping hospitals (as determined on April 1, 2022), including Dr. Vo, our Chairman and CEO, 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) $2.80 ($420.00 after the 2024 Reverse Stock Splits), 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) $2.80 ($420.00 after the 2024 Reverse Stock Splits), 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 $2.80 per share ($420.00 per share after the 2024 Reverse Stock Splits) 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 Nutex Owners was equal to the aggregate capital contribution amounts received from the contributing Nutex Owners of the Under Construction Hospitals divided by (b) $2.80 per share ($420.00 per share after the 2024 Reverse Stock Splits) 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 Nutex 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 Nutex 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. Of the four Ramping Hospitals:
•The Measurement Period of two Ramping Hospitals ended on June 30, 2022, with no additional issuances of common stock due to operating results.
•The Measurement Period of one Ramping Hospital ended on June 30, 2023, with no additional issuances of common stock due to operating results.
•The Measurement Period of one Ramping Hospital ended on November 30, 2023, with no additional issuances of common stock due to hospital closure in February 2023.
Of the 17 Under Construction Hospitals:
•Seven hospitals with Measurement Periods ended on or before December 31, 2025.
•Three hospitals with Measurement Periods that end after December 31, 2025.
•Three hospitals with no defined Measurement Periods as these hospitals have not opened as of December 31, 2025.
•Four hospitals with no Measurement Period as these hospitals' development plans have been abandoned.
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 four hospitals with Measurement Periods that ended prior to the end of December 31, 2025.
Measurement Periods ending on or prior to December 31, 2025 (dollars in thousands):
| 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 2025 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 | 15,942 | |||||||||||||||||||||||||||
| 2 | June 30, 2025 | 603,306 | 603,306 | 75,042 | 68,962 | |||||||||||||||||||||||||||
| 1 | August 31, 2025 | 309,429 | 309,429 | 25,927 | 22,881 | |||||||||||||||||||||||||||
| 7 | 1,361,861 | 1,361,861 | $ | 124,600 | $ | 107,785 | ||||||||||||||||||||||||||
In the table below, we show the estimated number of shares issuable to three hospitals with Measurement Periods that end after December 31, 2025 and are operating, but showing a pro forma calculation as of December 31, 2025. 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 Nutex Owners of such Hospital cannot be determined.
Measurement Periods ending after December 31, 2025 (dollars in thousands):
| Number of Hospitals | End of Measurement Period | Estimated Number of Shares Issuable | Estimated Compensation Expense | Inception-to-date Compensation Expense | Year-to-date 2025 Compensation Expense | |||||||||||||||||||||||||||
| 1 | March 31, 2026 | 30,900 | $ | 3,766 | $ | 3,531 | $ | 3,531 | ||||||||||||||||||||||||
| 1 | November 30, 2026 | 25,800 | 2,714 | 2,181 | 2,181 | |||||||||||||||||||||||||||
| 1 | December 31, 2026 | 31,800 | 3,225 | 2,545 | 2,545 | |||||||||||||||||||||||||||
| 3 | 88,500 | $ | 9,705 | $ | 8,257 | $ | 8,257 | |||||||||||||||||||||||||
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 statements 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 December 31, 2025, the aggregate liability recorded for these obligations was $8.3 million as compared to $16.4 million at December 31, 2024. The change in fair value recognized in the consolidated statements of operations for the years ended December 31, 2025 and 2024 was $116.0 million and $16.2 million, respectively.
Options. The following table summarizes stock-based awards activity:
| Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | |||||||||||||||
| Options outstanding at December 31, 2023 | 27,590 | $ | 335.78 | 6.94 | |||||||||||||
| Options exercised | — | — | |||||||||||||||
| Options cancelled | (5,625) | 352.98 | |||||||||||||||
| Options outstanding at December 31, 2024 | 21,965 | $ | 331.34 | 5.45 | |||||||||||||
| Options exercised | — | — | |||||||||||||||
| Options cancelled | (4,782) | 350.54 | |||||||||||||||
| Options outstanding at December 31, 2025 | 17,183 | $ | 325.99 | 5.06 | |||||||||||||
Options outstanding as of December 31, 2025 consisted of:
| Expiration Date | Number Outstanding | Number Exercisable | Exercise Price | |||||||||||||||||
| May 11, 2027 | 1,001 | 1,001 | 225.00 | |||||||||||||||||
| June 9, 2027 | 167 | 167 | 376.50 | |||||||||||||||||
| January 27, 2030 | 1,115 | 1,115 | 225.00 | |||||||||||||||||
| January 28, 2031 | 6,667 | 6,667 | 241.50 | |||||||||||||||||
| September 9, 2031 | 7,732 | 7,732 | 412.50 | |||||||||||||||||
| December 17, 2031 | 501 | 501 | 525.00 | |||||||||||||||||
| Total | 17,183 | 17,183 | ||||||||||||||||||
Restricted Stock Units. On June 16, 2024, the Company issued 118,538 RSUs (1,184,946 prior to the 1:10 Reverse Stock Split) valued at $0.6 million to certain employees participating in the Company’s long-term incentive program. 39,514 RSUs vested on March 1, 2025, 39,514 RSUs will vest on March 1, 2026, and 39,510 will vest on March 1, 2027.
On March 10, 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. On July 14, 2025, the Company issued 2,413 RSUs valued at $0.3 million to certain members of the Board of Directors, vesting on July 14, 2026.
For grants of restricted stock units, we recognize compensation expense over the applicable vesting period equal to the fair value of our common stock at grant date. Grants of restricted stock units generally vest one third per year on each of the first three anniversaries of the grant date. The following table summarizes the changes in restricted stock units during the years ended December 31, 2025 and 2024.
| Shares (in thousands) | Weighted Average Grant-Date Fair Value Per Share | ||||||||||
| Non-vested awards, December 31, 2023 | 3 | $ | 151.50 | ||||||||
| Granted | 118 | 151.50 | |||||||||
| Forfeitures | (3) | 92.48 | |||||||||
| Vested | (1) | 151.50 | |||||||||
| Non-vested awards, December 31, 2024 | 117 | $ | 37.23 | ||||||||
| Granted | 64 | 48.74 | |||||||||
| Forfeitures | (15) | 35.36 | |||||||||
| Vested | (39) | 81.75 | |||||||||
| Non-vested awards, December 31, 2025 | 127 | $ | 43.69 | ||||||||
As of December 31, 2025 and 2024, we estimate $1.6 million and $0.6 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 1.6 and 1.5 years, respectively.
Employee Stock Purchase Plan. In May 2023, the Board of Directors 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 (5,000,000 prior to the 2024 Reverse Stock Splits) 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 years ended December 31, 2025 and 2024, the Company issued 3,502 shares and 8,405 shares, respectively, under the 2023 ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 29, 2024 | |
| 2022 | Mar 3, 2023 | |
| 2021 | Mar 31, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.