FONAR (FONR) Proxy Filing summary

Executive summary

• Total revenues net increased 2% to $25.5M for the quarter and 3% to $51.6M for the six months ended December 31, 2025, compared to the prior year periods.

• Net income rose 15% to $2.5M for the quarter but fell 16% to $5.2M for the six months compared to the previous year.

• Cash and cash equivalents decreased 6% to $53.0M at December 31, 2025, from $56.3M at June 30, 2025.

• A definitive merger agreement for a take-private transaction was signed, increasing the offer to $19.00 per share in cash.

• Scan volume for the diagnostic imaging subsidiary was 54,846 in Q2 2026, up 3.3% year-over-year.

Voting matters and shareholder proposals

• A proxy statement and Schedule 13E-3 will be filed for the proposed merger, and shareholders will receive materials and a proxy card for voting.

• Shareholders are urged to read all relevant documents before making voting or investment decisions regarding the merger.

Board of directors and corporate governance

• Directors, executive officers, and employees may be deemed participants in the proxy solicitation for the merger.

• Information on director and executive interests will be disclosed in the proxy statement and Schedule 13E-3.