Insight Molecular CFO RSUs vest on $75M float trigger; holdings 189,056

Rhea-AI Filing Summary

Insight Molecular Diagnostics (IMDX) filed a Form 4/A reporting that its Chief Financial Officer, Andrea James, had 50,000 shares of common stock issued at $0 upon vesting of performance-based RSUs on 10/31/2025. To cover taxes, 12,175 shares were withheld at $6.01; no shares were sold. Following these transactions, she directly beneficially owned 189,056 shares.

The RSUs vested after the company’s public float reached at least $75 million, satisfying a “Baby Shelf” condition that ended Form S-3 “baby shelf” limitations. This amendment corrects the original report to include the tax withholding.

Insider Trade Summary

50,000 shares exercised/converted

Mixed 3 txns

Insider James Andrea S.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	50,000	$0.00	--
Exercise	Common Stock	50,000	$0.00	--
Tax Withholding	Common Stock	12,175	$6.01	$73K

Holdings After Transaction: Restricted Stock Units — 50,000 shares (Direct); Common Stock — 201,231 shares (Direct)

Footnotes (1)

1. Represents vesting an award of performance-based restricted stock units ("RSUs") issued pursuant to the Company's 2018 Equity Incentive Plan. Each RSU represents the right to receive, at settlement, one share of common stock. The reported disposition reflects shares withheld by the Company to cover required tax withholding obligations upon the vesting of the RSUs. The reporting person did not sell any shares. The RSUs vested on the last day of the month upon satisfaction of the "Baby Shelf" performance condition described in the Reporting Person's Employment Agreement, which required that the Company's public float reach at least $75 million such that the Company would no longer be subject to the SEC's "baby shelf" limitations on Form S-3 eligibility. The satisfaction of this condition resulted in the vesting of 50% of the RSUs granted to the Reporting Person, subject to the Reporting Person's continued service.

Form 4 Insider Transactions: What Each Field Means →

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
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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).

1. Name and Address of Reporting Person^*

James Andrea S.

(Last) (First) (Middle)

C/O INSIGHT MOLECULAR DIAGNOSTICS INC.

2 INTERNATIONAL PLAZA, SUITE 510

(Street)

NASHVILLE TN 37217

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Insight Molecular Diagnostics Inc. [ IMDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/04/2025

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

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

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
Common Stock	10/31/2025		M		50,000	A	$0(1)	201,231	D
Common Stock	10/31/2025		F		12,175	D	$6.01(2)	189,056	D

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
Restricted Stock Units	(1)	10/31/2025		M			50,000	(3)	(3)	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Represents vesting an award of performance-based restricted stock units ("RSUs") issued pursuant to the Company's 2018 Equity Incentive Plan. Each RSU represents the right to receive, at settlement, one share of common stock.

2. The reported disposition reflects shares withheld by the Company to cover required tax withholding obligations upon the vesting of the RSUs. The reporting person did not sell any shares.

3. The RSUs vested on the last day of the month upon satisfaction of the "Baby Shelf" performance condition described in the Reporting Person's Employment Agreement, which required that the Company's public float reach at least $75 million such that the Company would no longer be subject to the SEC's "baby shelf" limitations on Form S-3 eligibility. The satisfaction of this condition resulted in the vesting of 50% of the RSUs granted to the Reporting Person, subject to the Reporting Person's continued service.

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on November 4, 2025 which inadvertently did not report the withholding of 12,175 shares of common stock to cover tax withholding obligations upon the vesting of performance-based restricted stock units ("RSUs").

	/s/ Andrea James	11/13/2025
	** 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.

FAQ

What did IMDX disclose in this Form 4/A?

Vesting of 50,000 performance-based RSUs for the CFO on 10/31/2025 and the withholding of 12,175 shares at $6.01 for taxes.

How many IMDX shares does the CFO own after these transactions?

Direct beneficial ownership is reported as 189,056 shares.

What triggered the RSU vesting for IMDX’s CFO?

The company’s public float reached at least $75 million, satisfying the “Baby Shelf” performance condition.

Were any IMDX shares sold by the reporting person?

No. The filing states the reporting person did not sell any shares; shares were withheld for taxes.

Why was this an amendment (Form 4/A) for IMDX?

It corrects the original filing to include the withholding of 12,175 shares for tax obligations upon RSU vesting.

What percentage of RSUs vested under the performance condition?

The filing states that satisfying the condition resulted in vesting of 50% of the RSUs granted to the reporting person.