📝 What This Document Is 📜

This is a Proxy Statement (Form DEF 14A). Think of this document as the official rulebook for RadNet’s shareholders meeting. It doesn't report on the company's profits or daily operations; instead, it tells shareholders how to vote on the company's governance, leadership, and internal rules for the upcoming year.

The core goal is to prepare you for the 2026 Annual Meeting of Stockholders, which is scheduled for Tuesday, June 2, 2026, at 10:00 a.m. (Pacific Time). 👉 The key message is that whether you attend the meeting or not, your vote is essential.

🏢 What RadNet Does 🏥

RadNet, Inc. is a healthcare company that focuses on providing comprehensive radiology solutions. In simple terms, they operate imaging centers to help diagnose and treat diseases and disorders using advanced medical imaging equipment.

The company emphasizes providing standardized, high-quality imaging services, regardless of where the center is located. They also highlight their investments in technology, including Artificial Intelligence (AI), to aid radiologists in quickly interpreting scans and to help staff track patients who need regular follow-up procedures, such as mammograms.

🗓️ Annual Meeting Logistics & Deadlines 📅

The meeting logistics are highly detailed, as the board wants to ensure every shareholder can participate, regardless of how they plan to vote.

• Annual Meeting Date: Tuesday, June 2, 2026, at 10:00 a.m. (Pacific Time).
• Record Date: The official date is April 6, 2026. Only stockholders of record as of the close of business on this date are legally entitled to vote.
• Proxy Materials Available: RadNet is mailing a Notice of Internet Availability on or about April 20, 2026. Stockholders are encouraged to use the online portal, www.proxyvote.com, to access materials and cast their vote, which helps reduce the company's printing and mailing costs.

👉 Understanding Quorum: To conduct business, a quorum must be established. As of the Record Date, there were 78,271,515 common shares issued and outstanding. Therefore, the company needs at least 39,135,758 shares present in person or represented by proxy to establish a quorum.

🗳️ The Proposals for Vote (2026) 🗳️

At the 2026 Annual Meeting, shareholders must vote on five core matters. These proposals determine the company's leadership and operational rules for the coming year.

1. Election of Directors: Stockholders will vote on six nominees to hold office until the 2027 Annual Meeting.
2. Ratification of Auditor: Shareholders must approve the appointment of Ernst & Young LLP as the independent public accounting firm for the fiscal year ending December 31, 2026.
3. Executive Compensation: There will be a non-binding advisory vote to approve the pay of the Named Executive Officers.
4. Equity Plan: Shareholders vote on the approval of an amendment and restatement of the Equity Incentive Plan.
5. Other Business: General business matters that may properly come before the meeting.

Why this matters: Since the bylaws require the affirmative vote of a majority of shares present or represented by proxy for these items, every vote counts toward making these proposals official.

🏛️ Corporate Governance Structure 📈

Corporate governance is the system by which a company is directed and controlled. RadNet’s Board of Directors provides the high-level oversight and strategic direction, ensuring the company runs ethically and responsibly.

• Committee Oversight: The Board relies on three standing committees, each comprised entirely of independent directors:

  • Audit Committee: Oversees the independent auditors and the integrity of the company's financial statements.
  • Compensation Committee: Develops and reviews compensation strategies for directors and senior executives.
  • Nominating and Governance Committee: Manages the election and appointment of board members, and develops corporate governance policies.

• Key Controls: The board has also implemented a written Code of Financial Ethics and established a formal process for reviewing Related Party Transactions.

  • The Nominating and Governance Committee reviews any transaction between RadNet and its directors, executive officers, or greater than 5% beneficial owners (like Howard G. Berger and his company, BRMG) if the amount exceeds or is expected to exceed $120,000 in a single year.

🧑‍⚖️ Board of Directors and Leadership 🧑‍💼

The directors are the people elected to oversee the company’s management. The Board is led by a structure where the Chairman, Dr. Berger, also serves as the Chief Executive Officer (CEO).

• Board Expertise: The board features a mix of professional backgrounds, including:

  • Healthcare Management (Jacobs): Laura P. Jacobs brings decades of experience in operating, managing, and growing healthcare companies.
  • Technical/AI (Sorensen): A. Gregory Sorensen, MD, provides expertise on the development and potential impact of new technologies, including artificial intelligence and machine learning, on imaging services.
  • Financial Acumen (Levitt & Swartz): Lawrence L. Levitt and David L. Swartz bring extensive financial and public accounting experience, with David L. Swartz serving as the Audit Committee Chair since 2004.

• Board Training: The Board values continuous education, hosting "teach-ins" on critical topics like Cyber Security, Human Capital, and Regulatory Compliance to keep directors informed.

💸 Director and Executive Compensation 💵

This section details how RadNet compensates its leadership. Compensation serves as an important financial signal, reflecting both the value of talent and the cost of running the business.

• Non-Employee Director Pay: The Compensation Committee recommended no changes, meaning that annual compensation for non-employee directors remains unchanged from fiscal year 2024.
• Equity Plan Limits: If the Equity Incentive Plan is approved by shareholders, two major changes will take effect:
  1. The total compensation limit for any non-employee director increases from $500,000 to $750,000.
  2. A new limit of $500,000 on total equity award compensation (based on grant date value) is imposed.

🌱 ESG: Social and Environmental Commitment 🌍

RadNet includes detailed reporting on Environmental, Social, and Governance (ESG) issues, signaling its commitment to more than just financial results.

• Environmental Efforts (E): Since healthcare imaging requires a lot of energy, RadNet takes steps to reduce its impact by:
  • Maximizing equipment utilization through efficient scheduling.
  • Monitoring HVAC systems and replacing older models with newer, more efficient ones.
  • Installing motion sensors and converting to lower-wattage LED lighting.
• Social Responsibility (S): The company focuses on improving patient care and supporting its workforce. They also reported staff numbers as of December 31, 2025: 8,844 full-time, 432 part-time, and 1,988 per-diem employees.
• Professional Development: RadNet offers comprehensive training, including the Leadership Development and Operations Rotation Program and a Tuition Reimbursement Program, to retain and develop talent.

🚀 Looking Ahead: Succession Planning & Growth 🎯

The Board treats succession planning as a critical, ongoing function. The Nominating and Governance Committee shares responsibility for ensuring there are adequate and qualified candidates ready to assume top management roles.

• Planning Scope: This process reviews management development and ensures the company is prepared for any type of departure—whether it’s an expected retirement or an unexpected event like disability.
• Monitoring: The committee regularly gathers input from senior management to build a complete picture of their skills and character, helping to identify the most capable internal and external candidates for future leadership roles.

📨 Important Contacts & Resources 📧

If stockholders have questions about this proxy statement or the Annual Meeting, they have several resources available.

• For Information: The Board of Directors encourages stockholders to contact the Corporate Secretary at:
  • Company: RadNet, Inc., 1510 Cotner Ave. Los Angeles, CA 90025
  • Attention: Corporate Secretary
  • Telephone: (310) 445-2800
• For Voting: Proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available online at www.proxyvote.com.

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🧠 The Analogy 🧑‍🏫

A Proxy Statement is like preparing for a neighborhood association election. You don't need to worry about the HOA's annual budget (that's the financial report). Instead, you are worried about who you are voting for—the new board members, whether the rules for keeping the lights on are up-to-date, and who gets to decide the budget limits for the next year. It’s all about who holds the power and what the governing rules are.

🧩 Final Takeaway 🔑

This governance document confirms that RadNet is focusing on maintaining strong internal controls, updating its legal policies (like the Equity Plan), and ensuring a knowledgeable, diverse Board. The key actions for shareholders are understanding the voting schedule and casting their vote on the six directors and corporate rules by the Record Date of April 6, 2026.