[Form 4] Insight Molecular Diagnostics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insight Molecular Diagnostics Inc. insider report: The company's Chief Financial Officer was granted an option to purchase 235,000 shares of common stock with an exercise price of $3.33 per share. The option was granted on 09/28/2025 and expires on 09/28/2035. Following the grant the reporting person beneficially owns 235,000 underlying shares, held directly. The option vests with 33 1/3% becoming exercisable after one year of continuous service from the grant date and the remaining balance vesting in 24 equal monthly installments thereafter, subject to continued service.

Positive

• Alignment of interests: Option grant links CFO compensation to future stock performance through 235,000-share option award.
• Retention-focused vesting: 33 1/3% vests after one year, remainder vests in 24 monthly installments, encouraging continued service.

Negative

• Potential dilution: Full exercise would increase outstanding shares by 235,000 shares.
• Cash required to exercise: Exercising options requires payment of $3.33 per share, imposing a cash outlay if exercised.

Insights

Securities Analyst

TL;DR Standard equity compensation grant to the CFO: aligns incentives, creates potential dilution of 235,000 shares, and uses a 10-year option term.

This Form 4 discloses a grant of an option to purchase 235,000 shares at $3.33 per share with a 10-year term and a time-based vesting schedule: one-year cliff for 33 1/3% then 24 monthly installments. For investors, the grant is a routine executive compensation mechanism designed to retain and motivate senior management. The immediate consequence is potential future dilution equal to the underlying 235,000 shares if fully exercised. There is no disclosure here of any cash exercise proceeds beyond the $3.33 strike or of any accelerated vesting triggers or performance conditions.

Corporate Governance Expert

TL;DR Governance signal: time-based vesting suggests retention focus rather than short-term performance pay.

The reported option award uses a multi-year vesting schedule that ties continued service to equity realization, a common governance practice to align executives with long-term shareholder interests. The filing shows direct beneficial ownership of the underlying shares by the reporting person following the grant. The disclosure does not include any unusual terms, transfers, or hedging arrangements. From a governance perspective the filing is a routine compensation disclosure without additional governance concerns shown in the document.

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).

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)
09/28/2025

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

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
Option to Purchase Common Stock	$3.33	09/28/2025		A		235,000		(1)	09/28/2035	Common Stock	235,000	$0	235,000	D

Explanation of Responses:

1. 33 and 1/3% of the options will become exercisable after one year of continuous service from the effective date of grant, and the balance will become exercisable in 24 equal monthly installments commencing one year after the date of grant subject to continuous service through the applicable vesting date.

	/s/ Andrea James	09/30/2025
	** 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

How many options were granted to Insight Molecular Diagnostics (IMDX) CFO?

The CFO was granted an option to purchase 235,000 shares of common stock.

What is the exercise price of the option reported on Form 4 for IMDX?

The option has an exercise price of $3.33 per share.

What is the vesting schedule for the IMDX option grant?

The option vests 33 1/3% after one year of continuous service and the remainder vests in 24 equal monthly installments thereafter.

When does the option expire and what is the term?

The option expires on 09/28/2035, giving it a 10-year term from the grant date.

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

The reporting person beneficially owns 235,000 shares underlying the option following the reported transaction.