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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) June
10, 2026
RadNet,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-33307 |
|
13-3326724 |
| (State or other
jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 1510 Cotner Avenue |
| Los
Angeles, California 90025 |
| (Address of Principal Executive Offices) (ZipCode) |
(310) 445-2800
(Registrant’s
Telephone Number, Including Area Code)
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) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
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
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
RDNT |
NASDAQ |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive
Agreement.
On June 10, 2026, RadNet,
Inc. (the “Company”) and the Company’s wholly-owned subsidiary, Radnet Management, Inc. (the “Borrower”),
entered into Incremental Amendment No. 3 to Credit and Guaranty Agreement (the “Third Amendment”) with the lenders
and financial institutions named therein (collectively, the “Lenders”), Barclays Bank PLC, as administrative agent
and collateral agent on behalf of the lenders, and substantially all of the Company’s wholly-owned domestic subsidiaries and certain
of its affiliates as guarantors. The Third Amendment amends the Third Amended and Restated First Lien Credit and Guaranty Agreement dated
as of April 18, 2024, as amended on November 26, 2024 by Amendment No. 1 to Credit and Guaranty Agreement and as amended on June 11, 2025
by Amendment No. 2 to Credit and Guaranty Agreement (as further amended prior to the Third Amendment, the “Existing Credit Agreement”
and, as amended by the Third Amendment, the “Credit Agreement”) and contains the following material terms:
Borrowing. Pursuant
to the Third Amendment, certain Lenders agreed to provide the Borrower an Incremental Term Commitment (as defined by the Existing Credit
Agreement) in an aggregate principal amount of $250.0 million (the “2026 Incremental Term Loan”), which will be added
to and form a part of the existing term loan under the Existing Credit Agreement (the “Existing Term Loan,” together
with the 2026 Incremental Term Loan, the “Term Loan”).
Use of Proceeds. Borrower
plans to use the proceeds from the 2026 Incremental Term Loan for future acquisitions, organic expansion initiatives, health system partnerships,
and general corporate purposes.
Payments. Pursuant
to the Third Amendment, the Borrower will be required to make quarterly payments of principal on the Term Loan in the amount of approximately
$3.1 million compared to approximately $2.4 million prior to the entry of the Third Amendment.
Maturity. The maturity
date for the 2026 Incremental Term Loan is April 18, 2031, coincident with the maturity date of the $958.7 million balance of the Existing
Term Loan under the Existing Credit Agreement.
Interest Rates. The
interest rate on the Term Loan was reduced by 0.25% to, at the Company’s election, either Term SOFR (as defined in the Credit Agreement)
plus 2.00% or the Alternate Base Rate (as defined in the Credit Agreement) plus 1.00%. In addition, the interest rate on the Company’s
existing $282 million revolving credit facility (currently undrawn upon) was reduced by 0.25%.
Call Protection. The
Company provided call protection to the holders of the 2026 Refinancing Term Loans (as defined in the Credit Agreement) for a period of
six months following the Third Amendment.
All other material terms of
the Credit Agreement, including the maturity of the Term Loan and revolving credit facility, covenants, events of default and security
remain unchanged.
A copy of the Third Amendment
is included as Exhibit 10.1 to this report and is incorporated herein by this reference. The foregoing summary description of the Third
Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 of this report is incorporated herein by reference.
Item 7.01. Regulation FD.
The Company issued a press
release related to the Third Amendment. The information contained in this Item 7.01 and in Exhibit 99.1 attached to this Report is being
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of such section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Incremental Amendment No. 3 to Credit and Guaranty Agreement, dated as of June 10, 2026, by and among Radnet Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of Radnet Management, Inc., as Guarantors, the lenders and other financial institutions from time to time party thereto, and Barclays Bank PLC, as administrative agent and collateral agent. |
| 99.1 |
|
Press Release dated June 10, 2026. |
| 104 |
|
Cover Page Interactive Data File (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: June 10, 2026 |
RADNET, INC. |
|
| |
|
|
| |
|
|
|
| |
By: |
/s/ Mark D. Stolper |
|
| |
Name: |
Mark D. Stolper |
|
| |
Title: |
Chief Financial Officer |
|
Exhibit 99.1

RadNet Secures $250 Million Incremental Term
Loan to Fund Strategic Growth Opportunities and Reduces the Interest Rates on its Credit Facility by 0.25%
LOS ANGELES, June 10, 2026 (GLOBE NEWSWIRE)
-- RadNet, Inc. (NASDAQ: RDNT) (“RadNet”), a national leader in providing
high-quality, cost-effective, fixed-site outpatient diagnostic imaging services through a network of outpatient imaging centers and a
premier developer of radiology digital health solutions, today announced that it has entered into Incremental Amendment No. 3 (the
“Third Amendment”) to its Third Amended and Restated First Lien Credit and Guaranty Agreement, as amended (the “Existing
Credit Agreement” and, as amended by the Third Amendment, the “Credit Agreement”).
Pursuant to the Third Amendment, certain term
lenders under the Credit Agreement funded RadNet an incremental term loan in the aggregate principal amount of $250.0 million (the “2026
Incremental Term Loan”), which was added to and forms a part of the existing term loan under the Credit Agreement (the “Existing
Term Loan,” together with the 2026 Incremental Term Loan, the “Term Loan”). The 2026 Incremental Term Loan
will mature on April 18, 2031—coincident with the maturity date of the $958.7 million balance of the Existing Term Loan under the
Existing Credit Agreement. Quarterly payments of principal on the Term Loan will be approximately $3.1 million compared to approximately
$2.4 million prior to the entry of the Third Amendment. The proceeds of the 2026 Incremental Term Loan are expected to be used to finance
future acquisitions, organic expansion initiatives, health system partnerships and for other general corporate purposes.
In addition, with the successful completion of
the Third Amendment, the interest rate on the Term Loan was reduced by 0.25% to, at RadNet’s election, either Term SOFR plus 2.00%
or the alternate base rate plus 1.00%. In addition, the interest rate on RadNet’s existing $282 million revolving credit facility
(currently undrawn upon) was reduced by 0.25%. In connection with the Third Amendment, RadNet has provided call protection to the term
loan lenders participating in the repricing of the Existing Term Loan for a period of six months following the Third Amendment.
Mark Stolper, Executive Vice President and Chief
Financial Officer of RadNet, commented, “We appreciate the continued support of Barclays and our other relationship banks and term
loan lenders. This amendment provides us with additional flexibility to pursue strategic growth opportunities across RadNet’s national
imaging center network and technology platforms, while reducing the interest rate on our credit facilities. The proceeds of approximately
$250 million adds to the $455 million cash balance as of March 31, 2026, positioning us to advance our growth strategy and create long-term
value for our stockholders.”
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities of RadNet and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of
such state or jurisdiction.
About RadNet, Inc.
RadNet, Inc. is a leading national provider of
freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue.
RadNet has a network of owned and/or operated outpatient imaging centers. RadNet’s imaging center markets include Arizona, California,
Delaware, Florida, Idaho, Indiana, Maryland, New Jersey, New York, Texas and Virginia. In addition, RadNet provides radiology information
technology and artificial intelligence solutions marketed under its DeepHealth brand and teleradiology professional services and other
related products and services to customers in the diagnostic imaging industry globally. Together with contracted radiologists, and inclusive
of full-time and per diem employees and technologists, RadNet has over 11,000 team members. Learn more at radnet.com.
Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements are expressions of RadNet’s current beliefs, expectations and assumptions regarding the future of RadNet’s business,
future plans and strategies, projections, and anticipated future conditions, events and trends. Forward-looking statements can generally
be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,”
“believe,” “project,” “estimate,” “expect,” “strategy,” “future,”
“likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking
statements in this press release include, among others, statements RadNet makes regarding its expected use of proceeds from the 2026 Incremental
Term Loan and its ability and success in pursuing strategic growth opportunities.
Forward-looking statements are neither historical
facts nor assurances of future performance. Because forward-looking statements relate to the future, they are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of RadNet’s control, which may cause
actual events to be materially different from those expressed or implied herein. Therefore, you should not place undue reliance on any
of these forward-looking statements. Important factors that could impact RadNet’s expected use of proceeds from the 2026 Incremental
Term Loan and its ability and success in pursuing strategic growth opportunities include, among others, the following:
| |
· |
a decline or anticipated decline in RadNet’s operating results or financial position, as a result
of operational issues, regulatory changes, litigation, casualty loss, or other factors; |
| |
· |
changes in general economic
conditions nationally and regionally in the markets in which RadNet operates; |
| |
· |
volatility in interest and exchange rates, or credit markets; |
| |
· |
the occurrence of hostilities, political instability or catastrophic events; and |
| |
· |
the emergence or reemergence of and effects related to future pandemics, epidemics and infectious diseases. |
Any forward-looking statement contained in this
press release is based on information currently available to RadNet and speaks only as of the date on which it is made. RadNet undertakes
no obligation to publicly update any forward-looking statement, whether written or oral, that it may make from time to time, whether as
a result of changed circumstances, new information, future developments or otherwise, except as required by applicable law.
Contact:
RadNet, Inc.
Mark Stolper, 310-445-2800
Executive Vice President and Chief Financial Officer