RadNet, Inc.

8-K · radnet_8k.htm

0000790526

 2026-06-10
 2026-06-10

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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.

  

  

  

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 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)

  

  

  

  

  

  

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 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
  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

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