[Form 3] Lumexa Imaging Holdings, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Lumexa Imaging Holdings, Inc. reports the equity interests of a director and Chief Executive Officer in connection with their role at the company. The executive beneficially owns common units of Lumexa Imaging Equity Holdco, LLC that correspond to 14,948 shares of Lumexa’s common stock, which may be received after the closing of the company’s IPO when Lumexa Imaging Equity Holdco, LLC is permitted to distribute shares following a 180-day lock-up period.

The disclosure also lists two stock option awards, each covering 833,333 shares of common stock at an exercise price of $18.5 per share, expiring on 12/10/2035. One option vests in five substantially equal annual installments beginning on January 1, 2025, while the other vests in three equal tranches upon achieving volume-weighted average price targets of $27.00, $36.00 and $45.00 per share over any consecutive 60-trading-day period after the 180-day IPO lock-up, in each case subject to the executive’s continued service with the issuer.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Zulla Caitlin

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Common Units of Holdings LLC	--	--	--
holding	Stock Option (right to buy)	--	--	--
holding	Stock Option (right to buy)	--	--	--

Holdings After Transaction: Common Units of Holdings LLC — 14,948 shares (Direct); Stock Option (right to buy) — 833,333 shares (Direct)

Footnotes (1)

1. Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Person. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Person is entitled to receive in connection with a Distribution in exchange for their Common Units. The shares of Common Stock subject to the stock option vest annually in five substantially equal installments from the vesting commencement date of January 1, 2025, subject to the Reporting Person's continued service with the Issuer. The shares of Common Stock subject to the stock option will vest in three substantially equal installments upon the attainment of three prescribed stock price targets of $27.00, $36.00 and $45.00 per share, which targets are measured based on the volume weighted average closing price per share of Common Stock over any consecutive sixty (60) trading day period, with the measurement period commencing on the first business day immediately following the expiration of the 180-day lock-up period, subject to the Reporting Person's continued service with the Issuer.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Zulla Caitlin

(Last) (First) (Middle)

4200 SIX FORKS ROAD

SUITE 1000

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025

3. Issuer Name and Ticker or Trading Symbol
Lumexa Imaging Holdings, Inc. [ LMRI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Holdings LLC(1)	(1)	(1)	Common Stock	14,948	(1)	D
Stock Option (right to buy)	(2)	12/10/2035	Common Stock	833,333	$18.5	D
Stock Option (right to buy)	(3)	12/10/2035	Common Stock	833,333	$18.5	D

Explanation of Responses:

1. Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Person. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Person is entitled to receive in connection with a Distribution in exchange for their Common Units.

2. The shares of Common Stock subject to the stock option vest annually in five substantially equal installments from the vesting commencement date of January 1, 2025, subject to the Reporting Person's continued service with the Issuer.

3. The shares of Common Stock subject to the stock option will vest in three substantially equal installments upon the attainment of three prescribed stock price targets of $27.00, $36.00 and $45.00 per share, which targets are measured based on the volume weighted average closing price per share of Common Stock over any consecutive sixty (60) trading day period, with the measurement period commencing on the first business day immediately following the expiration of the 180-day lock-up period, subject to the Reporting Person's continued service with the Issuer.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Julie Szeker, attorney-in-fact	12/11/2025
	** 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 5 (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 insider role is reported at Lumexa Imaging Holdings, Inc. (LMRI)?

The reporting person is disclosed as a Director and Chief Executive Officer of Lumexa Imaging Holdings, Inc.

How many Lumexa Imaging (LMRI) shares are tied to the LLC common units?

The executive holds common units of Lumexa Imaging Equity Holdco, LLC corresponding to 14,948 shares of Lumexa’s common stock, receivable in connection with a potential distribution after the IPO lock-up period.

What stock option grants are reported for the Lumexa Imaging (LMRI) executive?

Two stock option awards are listed, each covering 833,333 shares of Lumexa common stock at an exercise price of $18.5 per share, with an expiration date of 12/10/2035.

How does the time-based stock option for the LMRI executive vest?

The time-based stock option vests in five substantially equal annual installments from a vesting commencement date of January 1, 2025, subject to the executive’s continued service with the issuer.

What performance targets govern the performance-based stock option at LMRI?

The performance-based stock option vests in three substantially equal installments upon attaining stock price targets of $27.00, $36.00 and $45.00 per share, based on the volume-weighted average closing price over any consecutive 60-trading-day period after the 180-day IPO lock-up, subject to continued service.

When can the LMRI executive receive shares related to the LLC common units?

After the closing of the IPO, Lumexa Imaging Equity Holdco, LLC may distribute shares of common stock to its remaining equity holders on a pro rata basis not earlier than the expiration of a 180-day lock-up period, and the reported shares represent what the executive is entitled to receive in such a distribution.