GAXOS.AI (NASDAQ: GXAI) director receives grant of 25,000 stock options

Rhea-AI Filing Summary

GAXOS.AI Inc. director Grayson Scott received an option grant for 25,000 shares of Common Stock at an exercise price of $1.32 per share. The options were granted at no cost, vesting 100% on the one-year anniversary of the March 20, 2026 grant date and expiring on March 20, 2031. Following this grant, Scott holds options covering 53,750 shares directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grayson Scott

(Last) (First) (Middle)

C/O GAXOS.AI INC.

101 EISENHOWER PARKWAY SUITE 300

(Street)

ROSELAND NEW JERSEY 07068

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GAXOS.AI INC. [ GXAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$1.32	03/20/2026		A(1)		25,000		03/20/2027	03/20/2031	Common Stock	25,000	$0	53,750	D

Explanation of Responses:

1. The options were issued pursuant to the Issuer's 2022 Equity Incentive Plan and one hundred percent (100%) of the shares subject to the option shall vest on the one (1)-year anniversary of the date of grant.

	/s/ Scott Grayson	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GAXOS.AI (GXAI) report for Grayson Scott?

GAXOS.AI reported that director Grayson Scott received an employee stock option grant for 25,000 shares of Common Stock. The grant is a compensation-related award with no purchase price, giving him the right to buy shares at a fixed exercise price.

What are the terms of Grayson Scott’s new stock options at GAXOS.AI (GXAI)?

The options cover 25,000 shares with an exercise price of $1.32 per share. They were granted on March 20, 2026, vest fully after one year, and expire on March 20, 2031, if not exercised by then.

When do Grayson Scott’s GAXOS.AI (GXAI) options vest and expire?

All 25,000 option shares vest on the one-year anniversary of the March 20, 2026 grant date. The options then remain exercisable until their expiration on March 20, 2031, provided vesting conditions are satisfied and Scott retains the award.

How many GAXOS.AI (GXAI) option shares does Grayson Scott hold after this grant?

After the grant, Grayson Scott holds options over 53,750 shares of GAXOS.AI Common Stock directly. This total includes the newly awarded 25,000-share option, reflecting his full derivative option position reported in this filing.

Was Grayson Scott’s GAXOS.AI (GXAI) option grant part of a company equity plan?

Yes. The filing states the 25,000-share option grant was issued under GAXOS.AI’s 2022 Equity Incentive Plan. Such plans typically govern equity-based compensation for directors, officers, and employees under pre-approved terms and conditions.

Does Grayson Scott pay anything upfront for his new GAXOS.AI (GXAI) options?

No upfront payment is required for the grant; the transaction price per option share is reported as $0.00. Scott would pay the $1.32 per-share exercise price only if he chooses to exercise the vested options in the future.