UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 2.02. | Results of Operations and Financial Condition. |
On March 2, 2026, Lumexa Imaging Holdings, Inc. (the “Company”) issued a press release announcing certain preliminary financial information for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The preliminary financial information set forth in the press release for the quarter and year ended December 31, 2025 reflects preliminary, unaudited estimates with respect to such results based solely on currently available information, which is subject to change. The Company has not completed its normal quarterly and year-end closing procedures for the quarter and year ended December 31, 2025, and there can be no assurance that final results for the quarter and year-end will not differ materially from the preliminary financial information included in the press release, including as a result of year-end closing procedures, adjustments and the completion of the audit of the Company’s consolidated financial statements.
In addition, certain statements set forth in such press release are forward-looking statements. The Company’s expectations and beliefs regarding such forward-looking statements may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These estimates should not be viewed as a substitute for the Company’s full consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, you should not place undue reliance on these preliminary unaudited results.
The information furnished pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
| Item 7.01. | Regulation FD Disclosure. |
The information described under Item 2.02 above is incorporated by reference in this Item 7.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated March 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMEXA IMAGING HOLDINGS, INC. | ||||||
| By: | /s/ J. Anthony Martin | |||||
| Date: March 2, 2026 | Name: | J. Anthony Martin | ||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Lumexa Imaging Announces Preliminary Unaudited Fourth Quarter and Full Year 2025 Results; Provides 2026 Financial Guidance and Earnings Conference Call Date
RALEIGH, NORTH CAROLINA, March 2, 2026—Lumexa Imaging Holdings, Inc. (“Lumexa Imaging” or “we”), one of the nation’s largest providers of outpatient imaging services, today announced certain preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2025. The financial results included in this release pertaining to the fourth quarter and full year 2025 are preliminary, unaudited, and subject to final review and adjustment.
Lumexa Imaging will discuss these preliminary unaudited results and guidance at the following upcoming conferences:
| • | Raymond James 47th Annual Institutional Investor Conference on March 2, 2026 |
| • | Leerink Global Healthcare Conference on March 9, 2026 |
| • | Barclays 28th Annual Global Healthcare Conference on March 10, 2026 |
Where applicable, the live audio webcast of these presentations will be available online at https://ir.lumexaimaging.com/news-events/events. A replay will also be available at such location for 90 days.
Fourth Quarter 2025 Highlights:
All comparisons are to the quarter ended December 31, 2024, unless otherwise noted
| • | Completed an initial public offering |
| • | Meaningfully reduced leverage and refinanced remaining debt at a more favorable rate |
| • | Opened 3 wholly owned de novo centers and acquired one site |
| • | Expected consolidated revenues of at least $261 million, an increase from $248.0 million |
| • | Expected system-wide revenue growth of at least 10% |
| • | Expected net loss not larger than $25.4 million, as compared to $25.1 million |
| • | Expected Adjusted EBITDA of at least $63 million, an increase from $53.7 million |
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2025 Full Year Highlights:
All comparisons are to the year ended December 31, 2024, unless otherwise noted
| • | Opened 9 de novo centers (6 wholly owned and 3 through joint ventures) and completed the acquisition of one site |
| • | Expected consolidated revenues of at least $1.016 billion, an increase from $948.9 million |
| • | Expected system-wide revenue growth of at least 8% |
| • | Expected net loss not larger than $43.8 million, a decrease from $94.1 million |
| • | Expected Adjusted EBITDA of at least $229 million, an increase from $200.8 million |
The financial information above is preliminary and subject to Lumexa Imaging’s normal quarter and year-end accounting procedures and external audit by Lumexa Imaging’s independent registered public accounting firm. In addition, these preliminary unaudited results are not a comprehensive statement of Lumexa Imaging’s financial results for the year ended December 31, 2025, should not be viewed as a substitute for full, audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and are not necessarily indicative of Lumexa Imaging’s results for any future period. For the reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to GAAP net loss, please see the table at the end of this release.
Outpatient Volumes:
| 2025 | 2024 | Increase YoY |
4Q25 | 4Q24 | Increase YoY |
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| Consolidated |
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| Consolidated total procedures |
2,418,096 | 2,312,645 | 4.6 | % | 627,293 | 569,734 | 10.1 | % | ||||||||||||||||
| Consolidated advanced procedures |
728,304 | 675,697 | 7.8 | % | 190,982 | 167,184 | 14.2 | % | ||||||||||||||||
| % advanced procedures |
30.1 | % | 29.2 | % | 90bps | 30.4 | % | 29.3 | % | 110bps | ||||||||||||||
| Consolidated same-center advanced volume growth |
— | — | 8.0 | % | — | — | 12.7 | % | ||||||||||||||||
| System-wide |
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| System-wide total procedures |
3,972,228 | 3,840,624 | 3.4 | % | 1,027,590 | 962,520 | 6.8 | % | ||||||||||||||||
| System-wide advanced procedures |
1,444,618 | 1,340,951 | 7.7 | % | 379,527 | 341,859 | 11.0 | % | ||||||||||||||||
| % advanced procedures |
36.4 | % | 34.9 | % | 145bps | 36.9 | % | 35.5 | % | 142bps | ||||||||||||||
| System-wide same-center advanced volume growth |
— | — | 7.1 | % | — | — | 9.2 | % | ||||||||||||||||
| Note: | Advanced Procedures includes MRI and CT modalities |
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2026 Full Year Guidance:
For the year ending December 31, 2026, Lumexa Imaging expects:
| • | Consolidated revenues of $1.045 to $1.097 billion |
| • | Adjusted EBITDA of $234 to $242 million, which includes approximately $7 million of public company costs that were not incurred in 2025. At the midpoint, the addition of these costs in Lumexa Imaging’s first full year of operations as a company with publicly traded securities lowers Adjusted EBITDA growth for 2026 versus 2025 from 7% to 4% |
“Lumexa Imaging delivered strong and consistent fourth quarter results, closing 2025 with solid growth momentum across the platform,” said Caitlin Zulla, Chief Executive Officer of Lumexa Imaging. “Expected Adjusted EBITDA growth of at least 14% compared to a year ago was driven by continued demand for advanced imaging in the outpatient setting, growth within our referral base, solid performance of recent de novo centers, and the accelerated ramp following our return in-network with a large payer in New Jersey.
During 2025, we advanced our disciplined growth strategy by opening a record nine de novo centers, adding a new joint venture partner, and completing one acquisition, expanding our footprint across both joint venture partnerships and our wholly owned markets. In 2026, we opened our first de novo in February and experienced quarterly seasonality related to deductibles resets and annual weather events, as included in our annual guidance.
We also made progress in our service line expansion strategies, focusing on our continued opportunity in PET imaging and other clinical innovations. Full year PET volumes increased 17.0% on a consolidated basis and 13.5% on a systemwide basis, supported by expanding adoption of radiopharmaceuticals for enhanced detection of prostate cancer and amyloid plaques associated with dementia.
Additionally, we successfully launched an AI-powered Breast Arterial Calcification pilot in New Jersey, where more than 12% of screening mammography patients have elected to add the assessment. We expect to expand this new AI technology offering to other geographies in 2026.
With favorable industry macro tailwinds of increasing demand for high-quality outpatient imaging, and a focused execution model, we believe Lumexa Imaging is well positioned to deliver sustained growth in 2026.”
Lumexa Imaging Earnings Conference Call and Webcast
Lumexa Imaging will host a conference call to discuss its fourth quarter and full year 2025 financial results and 2026 outlook on March 26, 2026 at 8:30 a.m. ET.
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Participants can register for the conference call at the following link: https://register-conf.media-server.com/register/BI5d8d23fe681d4694851e49a7f37188bd. The call can also be accessed via live audio webcast online at ir.lumexaimaging.com. A replay of the webcast will be available at the same link shortly after the completion of the call and will remain available for approximately one year.
Statement Regarding Use of Non-GAAP Financial Measures
This press release uses Adjusted EBITDA, a financial measure that is not calculated in accordance with GAAP. We use Adjusted EBITDA, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) review and assess the operating performance of our management team; (iv) analyze and evaluate financial and strategic planning decisions regarding future operations and annual operating budgets. For a reconciliation of Adjusted EBITDA to the most directly comparable measure calculated in accordance with GAAP, please see below.
We have not reconciled our Adjusted EBITDA guidance to GAAP net loss because we do not and are not able to provide guidance for GAAP net loss due to the uncertainty and potential variability of certain reconciling items, including transaction costs, severance and executive recruiting. Because such items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of our Adjusted EBITDA guidance to GAAP net loss. However, such items could have a significant impact on our future GAAP net loss.
About Lumexa Imaging
Lumexa Imaging is a nationwide provider of outpatient medical imaging. With over 5,000 team members and more than 185 outpatient imaging centers across 13 states, our team conducted approximately 4 million outpatient procedures system-wide in 2025. We are a partner of choice for health systems and radiologists, delivering best-in-class clinical excellence, operations, and state-of-the-art technology across our platform.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements.
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Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our expectations regarding our financial position and operating performance, including our performance for the fourth quarter and full year 2025 and guidance for full year 2026 and our assumptions underlying such guidance; our ability to drive future growth and execute on our goals and strategies; and our expectations regarding our product innovation. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to those risk factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Form S-1 and related Prospectus pursuant to Rule 424(b)(4) of Lumexa Imaging, each as filed with the Securities and Exchange Commission (SEC). The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligations to update any forward-looking statements, except as required by law.
Investor Contact
Jordan Kohnstam
ICR Healthcare
Media Contact
Melissa Weston
Lumexa Imaging
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LUMEXA IMAGING HOLDINGS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2025 AND 2024
(Dollars in Thousands - Unaudited)
| Quarter Ended | Year Ended | |||||||||||||||
| 4Q 2025(1) | 4Q 2024 | 2025(1) | 2024 | |||||||||||||
| GAAP net loss |
$ | (25,354 | ) | $ | (25,058 | ) | $ | (43,768 | ) | $ | (94,099 | ) | ||||
| Income tax provision |
2,231 | 9,030 | 13,684 | 14,907 | ||||||||||||
| Depreciation and amortization |
10,490 | 9,816 | 38,475 | 42,164 | ||||||||||||
| Interest expense |
28,016 | 31,387 | 118,539 | 136,027 | ||||||||||||
| Loss on extinguishment of debt |
13,453 | — | 13,453 | 703 | ||||||||||||
| Unit-based compensation |
18,084 | 14,006 | 41,109 | 56,654 | ||||||||||||
| Transaction costs |
10,601 | 4,184 | 20,964 | 18,166 | ||||||||||||
| Adjustments for equity in earnings of unconsolidated affiliates |
4,644 | 4,106 | 17,765 | 15,321 | ||||||||||||
| Other |
460 | 6,271 | 8,808 | 10,996 | ||||||||||||
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| Adjusted EBITDA |
$ | 62,625 | $ | 53,742 | $ | 229,029 | $ | 200,839 | ||||||||
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| (1) | 2025 columns reconcile a preliminary unaudited expected net loss not worse than $25.4 million and $43.8 million for the quarter and year ended December 31, 2025, to the preliminary unaudited expected Adjusted EBITDA not less than $62.6 million and $229.0 million for the periods then ended, respectively. |
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