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BCS

Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K

RadNet, Inc.

RDNTNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 26, 2026, RadNet, Inc., a Delaware corporation (the “Company,” “RadNet,” “we,” and “us”), and Radnet Management, Inc., a California corporation and direct wholly owned subsidiary of the Company (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OnRad, Inc., a Delaware corporatio…

Filed Oct 26, 2026Accepted Oct 26, 2026, 4:11 PM EDTCIK 790526Accession 0001683168-26-008094
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Company context

Current securities

Recent company filings

  1. 10-Q filingNov 9, 2026
  2. Results of Operations and Financial ConditionNov 9, 2026
  3. Other EventsAug 14, 2026
  4. 424B7 filingAug 14, 2026
  5. SCHEDULE 13G/A - filed by RTW INVESTMENTS, LP regarding RadNet, Inc.Aug 14, 2026

Registered securities in this filing

RadNet, Inc. · 8-K · Filed 2026-10-26

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.0001 par value

Symbol
RDNT
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-10-26

Dimensions: Not supplied

Accession 000168316826008094 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 26, 2026, RadNet, Inc., a Delaware corporation (the “Company,” “RadNet,” “we,” and “us”), and Radnet Management, Inc., a California corporation and direct wholly owned subsidiary of the Company (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OnRad, Inc., a Delaware corporation (“OnRad”), Red Rover Merger Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Purchaser (the “Surviving Merger Sub”), Javelin Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Surviving Merger Sub (the “First Merger Sub,” and together with Surviving Merger Sub, the “Merger Subs”), and, solely for purposes of the specified provisions therein, Housatonic IV CF, L.P., a Delaware limited partnership, solely in its capacity as the securityholder representative (“Securityholder Representative”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, (a) First Merger Sub will merge with and into OnRad, with OnRad surviving the First Merger as a direct wholly owned subsidiary of Surviving Merger Sub (the “First Merger”), and (b) immediately thereafter, OnRad will merge with and into Surviving Merger Sub, with Surviving Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of Purchaser (the “Second Merger,” and, together with the First Merger, the “Mergers”). At the closing of the Mergers (the “Closing”), the holders (the “OnRad Holders”) of OnRad’s common stock, par value $0.0001 per share (the “OnRad Common Stock”) (including any then outstanding shares of OnRad Common Stock into which the holders of OnRad’s outstanding preferred stock and warrants have converted in accordance with the Merger Agreement, but in all cases excluding Dissenting Shares (as defined in the Merger Agreement)) and the holders of Vested Company Options (as defined in the Merger Agreement) will receive an aggregate of (i) $350,000,000 in cash, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses and subject to certain escrow holdbacks, and (ii) 5,000,000 shares (the “Closing Shares”) of common stock of the Company, par value $0.0001 per share (the “RadNet Common Stock”). In addition, the OnRad Holders may also be entitled to an earn-out payment of up to $210,000,000 (the “Earn-Out Amount”) if OnRad achieves a certain target Post-Closing Annual Adjusted EBITDA (as defined in the Merger Agreement) for the fiscal year ending December 31, 2027. The Earn-Out Amount may be paid in cash, shares of RadNet Common Stock (the “Earn-Out Shares”) or a combination thereof subject to certain tax-related requirements. 2 Pursuant to the Merger Agreement, the Company has agreed to file prospectus supplements to its automatic shelf registration statement on Form S-3 (Registration No. 333-291945) (the “Registration Statement”) to register the resale of the Closing Shares and, if any, the Earn-Out Shares, within three (3) business days following the Closing and the Earn-Out Amount Determination Date (as defined in the Merger Agreement), respectively. The Mergers are expected to close in early 2027, subject to customary closing conditions, including, but not limited to, (i) the making or receipt of certain state healthcare regulatory filings and approvals; (ii) the absence of any law or order prohibiting the Mergers; (iii) the delivery of the written consent of OnRad’s stockholders approving the Merger Agreement and the transactions contemplated thereunder (the “Required Stockholder Approval”); (iv) David M. Engert, who is currently serving as OnRad’s President and Chief Executive Officer, remaining employed by OnRad through the Closing and not having revoked, rescinded or repudiated that certain Employment Agreement entered into between OnRad and Mr. Engert on October 26, 2026, which will become effective at, and is contingent upon, the Closing; (v) the conveyance of all ownership interests in each of OnRad’s contracted professional entities to a physician designated by Purchaser; and (vi) the effectiveness of the Registration Statement. The Merger Agreement may be terminated under certain circumstances, including by either party if the Mergers have not been consummated by February 23, 2027 (which date automatically extends to June 1, 2027 if the only unsatisfied closing condition is the receipt of the required governmental and regulatory filings and approvals), and by Purchaser if the Required Stockholder Approval is not timely delivered. The parties previously filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the waiting period has expired. The parties to the Merger Agreement have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains certain other customary covenants and agreements. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 . The Closing Shares and any Earn-Out Shares to be issued as consideration under the Merger Agreement will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On October 26, 2026, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The Company will host a webcast and conference call at 8:00 A.M. (Eastern Daylight Time) on Tuesday, October 27, 2026 to discuss the transaction. The information in this

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