RadNet, Inc. filed an 8-K on October 26, 2026, disclosing that it entered into an Agreement and Plan of Merger to acquire OnRad, Inc. for $350,000,000 in cash plus 5,000,000 shares of RadNet common stock, with closing expected in early 2027.

Key Highlights

  • Cash consideration: OnRad holders will receive an aggregate of $350,000,000 in cash at closing, subject to customary adjustments and escrow holdbacks.
  • Stock consideration: OnRad holders will also receive 5,000,000 shares of RadNet common stock at closing.
  • Earn-out opportunity: OnRad holders may receive up to an additional $210,000,000 if OnRad achieves a specified Post-Closing Annual Adjusted EBITDA target for the fiscal year ending December 31, 2027.
  • Structure: The transaction is a two-step merger involving Javelin Merger Sub, Inc. and Red Rover Merger Sub, LLC, both wholly owned subsidiaries of Radnet Management, Inc.
  • Expected close: The mergers are expected to close in early 2027, with a termination date of February 23, 2027, automatically extending to June 1, 2027 if the only unsatisfied condition is receipt of required governmental and regulatory approvals.
  • Antitrust filing: According to the filing, the parties previously filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the waiting period has expired.
  • Key employment condition: Closing is conditioned on David M. Engert, OnRad's President and Chief Executive Officer, remaining employed through closing and not having revoked an Employment Agreement dated October 26, 2026.

RadNet and OnRad Enter Merger Agreement: Transaction Terms and Conditions

According to the filing, RadNet, Inc. (NASDAQ:RDNT) and its wholly owned subsidiary Radnet Management, Inc., acting as Purchaser, entered into the Merger Agreement with OnRad, Inc. on October 26, 2026. Under the agreement, Javelin Merger Sub, Inc. will first merge with and into OnRad, with OnRad surviving as a direct wholly owned subsidiary of Red Rover Merger Sub, LLC. Immediately thereafter, OnRad will merge with and into Red Rover Merger Sub, LLC, which will survive as a direct wholly owned subsidiary of Purchaser.

At closing, OnRad holders - defined to include holders of common stock, preferred stock and warrants that have converted, and holders of Vested Company Options, but excluding Dissenting Shares - will receive the $350,000,000 cash payment and the 5,000,000 closing shares. The filing also discloses that the earn-out payment of up to $210,000,000 may be settled in cash, shares of RadNet common stock, or a combination, subject to certain tax-related requirements. RadNet has agreed to file prospectus supplements to its automatic shelf registration statement on Form S-3 (Registration No. 333-291945) to register the resale of the closing shares and any earn-out shares within three business days following the respective determination dates.

Closing conditions disclosed in the filing include receipt of certain state healthcare regulatory approvals, the absence of any prohibiting law or order, delivery of the required OnRad stockholder consent, the continued employment of David M. Engert, conveyance of ownership interests in OnRad's contracted professional entities to a physician designated by Purchaser, and the effectiveness of the registration statement. The filing also notes that certain OnRad stockholders entered into Restrictive Covenant and Support Agreements on October 26, 2026, which include non-competition covenants with respect to teleradiology services in the United States, non-solicitation and no-hire covenants, lock-up provisions on the closing shares, and confidentiality and non-disparagement obligations.

What Was Disclosed

RadNet disclosed the execution of a merger agreement to acquire OnRad, Inc. for $350,000,000 in cash and 5,000,000 shares of common stock, plus a potential $210,000,000 earn-out tied to a 2027 EBITDA target, with closing expected in early 2027.