v3.26.3
BUSINESS COMBINATIONS AND RELATED ACTIVITY
9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS AND RELATED ACTIVITY BUSINESS COMBINATIONS AND RELATED ACTIVITY
Acquisitions

Imaging Center Segment
During the nine months ended September 30, 2026, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses. The primary reason for these acquisitions was to strengthen our presence in the Idaho, Indiana, Maryland and Florida markets. These acquisitions are reported as part of our Imaging Center segment. As of September 30, 2026, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands). The valuation of assets acquired and liabilities assumed has not yet been finalized and remains subject to change, primarily related to the completeness of accrued
liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments. The fair value determination is preliminary and may be updated as additional information becomes available.

Entity Date AcquiredTotal ConsiderationProperty & EquipmentRight of Use AssetsGoodwillIntangible AssetsAccounts receivablePrepaid expenses and other current assetsAccounts payable, accrued expenses and otherRight of Use LiabilitiesFinance leaseNon-controlling interest
Regional Radiology Center1/6/2026$57,309 38,01859,95121,7804,33510,4892,407(14,274)(61,151)(4,246)— 
Northwest Radiology Network PC2/2/20269,0008,668 9,424 189 130 — 13 — (9,424)— — 
Intermountain Medical Imaging5/1/202619,6629,9335,71025,5221,433—97(680)(7,760)—(14,593)
Advanced Imaging at St. Joseph Medical Center, LLC8/1/20267,6007,5182,0642,343———(71)(2,354)—(1,900)
Baltimore Washington Imaging, LLC8/1/202613,6004,0191,37613,159——31—(1,585)—(3,400)
Total107,17168,15678,52562,9935,89810,4892,548(15,025)(82,274)(4,246)(19,893)
In connection with these Imaging Centers acquisitions, the aggregate consideration transferred was approximately $107.2 million, comprising approximately $78.1 million of cash consideration, $3.0 million of holdback consideration, $3.8 million of debt assumed, net of cash acquired, $21.2 million of noncash consideration related to the transfer of majority ownership interests in certain imaging centers, and the settlement of a $1.0 million note payable owed to RadNet by a seller.
Formation and acquisition of majority owned subsidiary and sale of economic interest
Maryland Imaging Partners, LLC On August 1, 2026, we completed the formation of MIP, a partnership with the UMMS. The operation offers multi-modality services out of 19 locations throughout the state of Maryland. In connection with the transaction, certain RadNet subsidiaries contributed five imaging center locations to Advanced/Upper Chesapeake Health Center, LLC (“Upper Chesapeake”). Subsequently, we and UMMS contributed our respective ownership interests in six existing joint ventures, including Upper Chesapeake and the St. Joseph and BWI imaging businesses, in which we previously held 49% and 35% equity method investments, respectively, to MIP.

As a result of the transaction, we have an 80% controlling economic interest in MIP, and UMMS holds a 20% noncontrolling economic interest in MIP. We recognized an increase of $8.8 million to additional paid-in capital related to changes in ownership interests in the previously consolidated operations. As a result of the transaction, we obtained control of St. Joseph and BWI and began consolidating their results on August 1, 2026. The step-up in valuation from our existing equity method investments caused the Company to recognize a gain of $7.5 million, which is included in Other Income within the Consolidated Statements of Operations. The fair values of the acquired assets and assumed liabilities, including goodwill, are presented in the table above.

In connection with the acquisitions, the acquisition-date fair value of the noncontrolling interests was estimated by applying the respective ownership percentages to the estimated fair values of the acquired businesses. The underlying fair values were determined using an income approach, with significant inputs including projected future cash flows and discount rates.
Intermountain Medical Imaging, LLC On May 1, 2026, we acquired a 50% membership interest in Intermountain Medical Imaging, LLC (“IMI”) from Imaging Center Radiologists, LLP and an additional 1% membership interest from Saint Alphonsus Diversified Care, LLC for aggregate cash consideration of approximately $15.2 million, subject to a working capital adjustment. We hold a 51% controlling interest in IMI, and Saint Alphonsus Diversified Care, LLC retains the remaining 49% interest. The joint venture operates outpatient imaging centers in Idaho. We began consolidating the results of IMI upon obtaining control on May 1, 2026.
Digital Health Segment
Gleamer SAS
On March 2, 2026, we completed the acquisition of all of the outstanding shares of Gleamer SAS (“Gleamer”), an artificial intelligence-based medical imaging software company focused on the design, development, and commercialization of AI-driven diagnostic solutions. The acquisition enhances our Digital Health segment by expanding our AI capabilities in medical imaging and strengthens our position in global markets, including Europe and the United States.

The transaction was accounted for as the acquisition of a business and was completed pursuant to a share purchase agreement dated March 2, 2026. The total purchase consideration was approximately $264.1 million, consisting of (i) an upfront payment of approximately $255.5 million, subject to customary adjustments for cash, indebtedness, and working capital, and (ii) contingent consideration with an estimated fair value of $8.6 million as of the acquisition date, with a maximum potential payout of €15.0 million based on the achievement of specified annual recurring revenue targets.

We have preliminarily allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values. This resulted in the recognition of goodwill of approximately $171.6 million, primarily reflecting expected synergies from integrating Gleamer’s AI technology platform, established customer relationships, and assembled workforce. In addition, we recorded identifiable intangible assets of approximately $110.9 million, consisting of developed technology of $29.2 million, customer relationships of $72.5 million, trade names of $3.5 million, and other intangible assets of $5.6 million. The acquisition also included approximately $16.2 million of cash acquired, $14.2 million of other operating assets and $0.3 million of other net tangible assets. Liabilities assumed included deferred tax liabilities of $21.5 million and debt and other liabilities of $27.6 million.

In connection with the acquisition, the Company identified and measured the fair values of acquired intangible assets, including developed technology, customer relationships, trade names, and other intangible assets. The valuations were performed using the income approach, consistent with market participant assumptions. The income approach incorporated assumptions such as projected revenues, estimated customer attrition, royalty rates, and discount rates reflecting market participant expectations. The identified intangible assets were assigned estimated useful lives as follows: developed technology — approximately 8 years; customer relationships — approximately 17 years; trade names — approximately 3 to 6 years; and other intangible assets — approximately 1 to 3 years.

As of September 30, 2026, the valuation of assets acquired and liabilities assumed is preliminary and subject to change during the measurement period, primarily with respect to the valuation of identifiable intangible assets, and deferred taxes. The fair value of contingent consideration will be remeasured at each reporting period until the contingency is resolved. The Company expects to finalize the purchase price allocation within the measurement period as additional information becomes available.