Nutex Health (NUTX) names COO Michael Bamburg; $415K salary, 60% bonus

Nutex Health, Inc. appointed Michael Bamburg as Chief Operating Officer and disclosed the principal terms of his employment agreement dated September 16, 2025.

Rhea-AI Filing Summary

Nutex Health, Inc. appointed Michael Bamburg as Chief Operating Officer and disclosed the principal terms of his employment agreement dated September 16, 2025. Bamburg, age 43, joins from HCA Houston Healthcare with a background in payor contracting and provider operations and holds a B.S. in Healthcare Administration and an MBA. The two-year agreement provides a base salary of $415,000 with automatic two-year extensions unless timely notice is given, eligibility for an annual cash bonus up to 60% of base salary, participation in long-term incentive awards valued up to 60% of base salary if granted, and a $100,000 signing bonus payable over four quarters if he remains employed at least 12 months. The agreement includes twelve months' severance and health subsidy if terminated without cause or for good reason, and standard accrual and reimbursement provisions. The filing incorporates the full agreement as Exhibit 10.1.

Positive

• Experienced operational hire from HCA with background in payor contracting and provider operations
• Compensation aligns incentives with up to 60% annual bonus and potential long-term awards up to 60% of base salary
• Signing bonus structured for retention ($100,000 payable in four quarterly installments subject to 12-month employment)

Negative

• Automatic two-year contract extensions unless 60-day notice may limit Board flexibility
• Potential near-term cash cost from base salary, signing bonus installments and severance obligations if terminated without cause

Insights

Corporate Governance Expert

TL;DR: Routine executive hiring with market-aligned pay and modest severance; automatic renewals reduce Board flexibility.

The appointment formalizes operational leadership with a compensation package typical for mid-market healthcare operators: base salary at $415,000, up to 60% annual bonus potential, and long-term incentive eligibility up to 60% of salary. The automatic two-year extension clause creates rolling terms that could limit near-term governance agility unless either party gives 60-days notice. Severance equal to 12 months' base pay plus health subsidy is moderate and consistent with industry practice. Overall, the disclosure is complete and standard; materiality is limited to personnel and operating expense impact.

Healthcare Operations Analyst

TL;DR: Experienced operator hired; compensation and incentives align with operational performance goals.

Bamburg's background at HCA and regional managed-care experience aligns with Nutex's operational needs. The mix of salary, a discretionary bonus tied to company and individual goals, and potential RSUs aims to align his incentives with both short- and long-term performance. The $100,000 signing bonus paid over four quarters with a 12-month retention requirement provides immediate onboarding incentive while limiting long-term payout risk. The filing does not disclose target metrics or estimated P&L impact, so operational effects remain directional rather than quantified.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who was appointed COO of Nutex Health (NUTX)?

Michael Bamburg was appointed Chief Operating Officer according to the 8-K disclosure.

What is Michael Bamburg's base salary at Nutex Health?

$415,000 per year, subject to annual review by the CEO and Board.

What bonus and equity incentives does the Bamburg Agreement provide?

Annual cash bonus up to 60% of base salary (discretionary) and eligibility for long-term incentive awards valued up to 60% of base salary if RSUs are granted.

Does Bamburg's employment agreement include severance?

Yes: if terminated without cause or he resigns for good reason, he is entitled to 12 months of base salary and a 12-month cash subsidy for group medical, dental and vision.

Is the signing bonus immediate?

$100,000 signing bonus is payable in four equal quarterly payments of $25,000, contingent on remaining employed for at least 12 months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/22/2025 - 09:39 AM EDT Learn about SEC filing dates

0001479681FALSE00014796812025-09-162025-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2025 (September 16, 2025)

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware			001-41346			11-3363609
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

6030 S. Rice Ave, Suite C, Houston, Texas 77081

(Address of principal executive offices) (zip code)

(713) 660-0557

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

NUTX

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Company’s operations, policies or practices, including accounting principles and practices.

Appointment of Chief Operating Officer

On September 16, 2025 the Board of Directors (the "Board") of Nutex Health, Inc. (the "Company") appointed Mr. Wesley Bamburg to serve as the Company's Chief Operating Officer, effective on or about October 13, 2025 (the “Commencement Date”).

The appointment of Mr. Bamburg follows the previously announced departure of Joshua DeTillio, which was disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2025.

Mr. Bamburg, age 43, previously served as Chief Operating Officer for HCA Houston Healthcare North Cypress since July 2024. Before that, from 2019 to 2024, Mr. Bamburg was Chief Operating Officer at HCA Houston Healthcare Medical Center, Houston, TX. Mr. Bamburg began his career with HCA Healthcare in 2013 as the Gulf Coast Division's Vice President (VP) of Payor Contracting & Alignment. Prior to joining HCA Healthcare, Mr. Bamburg had the unique opportunity to work regionally in 11 states, concentrating in managed care, network operations and physician alignment with combined experience from both the payor and provider perspective.

Mr. Bamburg attended Southwestern Oklahoma State University on an athletic scholarship where he earned his Bachelor’s Degree in Healthcare Administration and his Master of Business Administration from Oklahoma City University. He is board-certified in healthcare management and recognized as a Fellow of the American College of Healthcare Executives.

In connection with his appointment as the Company’s Chief Operating Officer, on September 16, 2025, the Company entered into a two (2) year employment agreement with Mr. Bamburg (the "Bamburg Agreement”) pursuant to which Mr. Bamburg is entitled to receive a base annual salary of $415,000, subject to annual review by the Company’s CEO and Board of Directors. The employment agreement contains automatic two-year extensions at the end of each term unless 60-day advance notice of non-extension is delivered by either party.

In the event the Company (or its successor) terminates Mr. Bamburg's employment without cause or Mr. Bamburg resigns for good reason, severance benefits would be twelve months of base monthly salary and a cash subsidy for group medical, dental and vision programs for twelve months. No severance is payable under the Bamburg Agreement if Mr. Bamburg’s employment is terminated by the Company for cause (as defined in the Bamburg Agreement), Mr. Bamburg resigns without good reason (as defined in the Bamburg Agreement) or is unable to perform due to death or disability. Mr. Bamburg is entitled to receive payment of all salary and benefits accrued up to the termination date of his employment upon any termination of employment, unpaid expense reimbursements, and accrued but unused paid time off within thirty (30) days.

Mr. Bamburg will also be eligible to receive an annual cash bonus (the "Annual Bonus”) in an amount of up to sixty percent (60%) of his Base Salary. The Annual Bonus will be recommended by the CEO at his discretion and approved by the Company's Board of Directors. The Annual Bonus shall be based on a combination of Company-wide and Employee-specific goals, both qualitative and quantitative, to be developed and approved by the CEO and Board of Directors each year.

Mr. Bamburg shall be eligible to participate in the Company’s long-term incentive plan that may be available to similarly positioned executives and in the event RSUs’ are awarded, such award may be valued up to sixty percent (60%) of his Base Salary.

Mr. Bamburg will receive an additional cash compensation of $100,000 as a signing bonus, payable in four equal quarterly payments of $25,000, provided Mr. Bamburg remains in employment with the Company for a minimum of twelve months.

The foregoing description of the Bamburg Agreement is not complete and is qualified in its entirety by the full text of the Bamburg Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

There are no other arrangements or understandings between Mr. Bamburg and any other persons pursuant to which Mr. Bamburg was named Chief Operating Officer. Mr. Bamburg does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or

executive officer. Mr. Bamburg does not have any direct or indirect interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. Bamburg’s appointment is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description of Exhibit
10.1			Employment Agreement, executed as of September 16, 2025 between the Company and Wesley Bamburg
99.1			Press Release dated September 22, 2025
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: September 22, 2025

Nutex Health Inc.

By: /s/ Jon C. Bates

Jon C. Bates

Chief Financial Officer