GAXOS.AI (GXAI) director granted 25,000 new stock options

Rhea-AI Filing Summary

GAXOS.AI INC. director Adam Holzer received an award of 25,000 employee stock options to buy common stock at an exercise price of $1.32 per share. The options were granted under the 2022 Equity Incentive Plan and vest 100% on the one-year anniversary of the grant date. Following this grant, Holzer holds 53,750 stock options in total.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Holzer Adam

(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/ Adam Holzer	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 did GAXOS.AI (GXAI) director Adam Holzer receive in this Form 4?

Adam Holzer received an award of 25,000 employee stock options. These options give him the right to buy GAXOS.AI common stock at a fixed exercise price as part of his equity-based compensation package under the company’s 2022 Equity Incentive Plan.

What is the exercise price of Adam Holzer’s new GAXOS.AI stock options?

The granted options have an exercise price of $1.32 per share. This means Holzer can buy GAXOS.AI common stock at $1.32 in the future upon exercising the options, regardless of the market price at that time, once they are vested.

When do Adam Holzer’s 25,000 GAXOS.AI stock options vest?

One hundred percent of the 25,000 options vest on the one-year anniversary of the grant date. Until that vesting date, the options generally cannot be exercised, aligning Holzer’s incentives with the company’s longer-term performance and retention objectives.

How many GAXOS.AI stock options does Adam Holzer hold after this grant?

After this transaction, Adam Holzer holds a total of 53,750 stock options. The Form 4 shows this updated position following the 25,000-option grant, providing context for his overall equity-linked exposure to GAXOS.AI’s common stock.

Is Adam Holzer’s GAXOS.AI Form 4 transaction a market purchase or sale?

The transaction is a grant of employee stock options, not a market purchase or sale. It is recorded with code “A” as a grant or award acquisition, reflecting compensation rather than open-market trading activity in GAXOS.AI shares.