Lumexa Imaging Holdings (LMRI) director details Common Unit-based stake

Rhea-AI Filing Summary

Lumexa Imaging Holdings, Inc. director filed an initial ownership report detailing derivative interests tied to the company’s common stock. The filing shows rights to receive 64,379 shares of common stock through Common Units of Lumexa Imaging Equity Holdco, LLC held directly, and an additional 91,256 shares indirectly through Charlotte Radiology Investors, LLC. Each nine Common Units correspond to one share of Lumexa Imaging’s common stock held by the LLC. After the IPO, Lumexa Imaging Equity Holdco, LLC may distribute its common shares to equity holders on a pro rata basis, but not before a 180-day lock-up period expires, and the director’s reported interests relate to shares that could be received in such a distribution.

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

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1. Name and Address of Reporting Person^*

Mittl Robert Louis Jr.

(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
	Officer (give title below)		Other (specify below)

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	64,379	(1)	D
Common Units of Holdings LLC(2)	(2)	(2)	Common Stock	91,256	(2)	I(2)	Charlotte Radiology Investors, LLC(2)

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. Represents Common Units of Holdings LLC held by Charlotte Radiology Investors, LLC. Each nine Common Units represent the right to acquire one share of the Common Stock held by Holdings LLC. The shares of Common Stock reported on this row represent the Reporting Person's indirect pro-rata interest in the shares of Common Stock held by Charlotte Radiology Investors, LLC which will be received by Charlotte Radiology Investors, LLC in connection with a Distribution in exchange for the Common Units. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Charlotte Radiology Investors, LLC.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney. In addition to the securities reported herein, the Reporting Person also holds rollover incentive units ("Rollover Incentive Units") of Holdings LLC. Shares of Common Stock will be issued as replacement awards under the Issuer's 2025 Equity and Incentive Plan (the "Distributed Shares") in settlement of the Rollover Incentive Units that will remain outstanding at the time of a Distribution. The number of Distributed Shares to be issued as replacement awards for the Rollover Incentive Units will be based on the value of those units at the time of a Distribution, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such Rollover Incentive Units. The Rollover Incentive Units may become eligible to receive additional Distributed Shares upon a Distribution, with certain of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of the Common Stock exceeds $7.02 per share at the time of a Distribution and all of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of the Common Stock exceeds $20.07 per share at the time of a Distribution. Because the conversion ratio of the Rollover Incentive Units into the shares of Common Stock has not fixed as of the time of this filing, such Rollover Incentive Units are not "derivative securities," as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not reportable under Section 16 of the Exchange Act. Accordingly, the Rollover Incentive Units held by the Reporting Person are excluded from this filing. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes, which delays we understand were due to the high volume of applications at the time.

	/s/ Julie Szeker, attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Lumexa Imaging Holdings, Inc. (LMRI) disclose in this Form 3?

The filing reports a director’s initial beneficial ownership of derivative securities that can convert into shares of Lumexa Imaging Holdings, Inc. common stock through Common Units of Lumexa Imaging Equity Holdco, LLC.

How many Lumexa Imaging (LMRI) shares are tied to the director’s Common Units?

The report shows rights to receive 64,379 shares of common stock via Common Units held directly and 91,256 shares indirectly through Charlotte Radiology Investors, LLC, with each nine Common Units corresponding to one share.

When can the Common Units convert into Lumexa Imaging common stock?

After the closing of the IPO, Lumexa Imaging Equity Holdco, LLC may distribute some or all of the common stock it holds to equity holders on a pro rata basis, but not earlier than the expiration of a 180-day lock-up period.

What are the Rollover Incentive Units mentioned for Lumexa Imaging (LMRI)?

The director also holds Rollover Incentive Units in Lumexa Imaging Equity Holdco, LLC. These may be settled in shares of common stock issued as replacement awards under the 2025 Equity and Incentive Plan, with the number of shares based on unit value at the time of a distribution and any applicable thresholds.

Why arent the Rollover Incentive Units reported as derivative securities?

The conversion ratio of the Rollover Incentive Units into common stock was not fixed as of the filing date. As a result, they do not meet the definition of derivative securities under Rule 16a-1(c) and are excluded from this ownership report.

Are there price triggers for additional Lumexa Imaging shares under the Rollover Incentive Units?

Yes. Certain Rollover Incentive Unit holders may receive additional shares if the trading price of Lumexa Imaging common stock exceeds $7.02 per share at the time of a distribution, and all such holders may receive additional shares if the price exceeds $20.07 per share at that time.

Why was this Lumexa Imaging (LMRI) ownership report filed late?

The filing notes it was submitted late due to unanticipated delays in obtaining the directors EDGAR codes, which were attributed to a high volume of applications.