IMDX CFO acquires 50,000 shares via RSU vesting; $75M float met

Rhea-AI Filing Summary

Insight Molecular Diagnostics (IMDX) reported an insider equity change: the CFO acquired 50,000 shares of Common Stock on 10/31/2025 via the vesting and settlement of performance-based RSUs at a stated price of $0. The vesting was triggered when the company’s public float reached at least $75 million, satisfying the “Baby Shelf” performance condition tied to Form S-3 eligibility.

Following the transaction, the reporting person beneficially owned 201,231 Common shares directly. The RSUs were granted under the company’s 2018 Equity Incentive Plan, with each RSU representing the right to receive one share upon settlement. The filing notes that this milestone resulted in the vesting of 50% of the RSUs granted to the reporting person, subject to continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider James Andrea S.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	50,000	$0.00	--
Exercise	Common Stock	50,000	$0.00	--

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

Footnotes (1)

1. Represents 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 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.

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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
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^*

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)

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(1)	A	$0(1)	201,231	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		D		50,000(1)		(2)	(2)	Common Stock	50,000(1)	$0(1)	50,000	D

Explanation of Responses:

1. Represents 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 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.

	/s/ Andrea James	11/04/2025
	** 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?

The CFO acquired 50,000 IMDX Common shares on 10/31/2025 through the vesting and settlement of performance-based RSUs at a stated price of $0.

What triggered the RSU vesting for IMDX’s CFO?

The vesting occurred when IMDX’s public float reached at least $75 million, satisfying the “Baby Shelf” performance condition related to Form S-3 eligibility.

How many IMDX shares does the reporting person own after this transaction?

The reporting person beneficially owned 201,231 shares of Common Stock directly after the transaction.

What is the instrument underlying this Form 4 transaction?

Performance-based RSUs granted under the 2018 Equity Incentive Plan, each representing the right to receive one share upon settlement.

How much did the CFO pay for the acquired shares?

The transaction shows a stated price of $0 per share for the settlement of RSUs.

What portion of the CFO’s RSUs vested?

The filing states that the milestone resulted in the vesting of 50% of the RSUs granted to the reporting person, subject to continued service.

Who is the reporting person and their role at IMDX?

Andrea James, serving as Chief Financial Officer of Insight Molecular Diagnostics Inc.