Lumexa Imaging Holdings, Inc. (LMRI) CEO awarded 129,728 RSUs with vesting targets

Rhea-AI Filing Summary

Lumexa Imaging Holdings, Inc. reported that its Chief Executive Officer and director received two equity awards on December 12, 2025 totaling 129,728 restricted stock units (RSUs), each RSU representing one share of common stock. Each grant covers 64,864 RSUs at an acquisition price of $0 per share.

The first 64,864 RSUs vest in three substantially equal annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service. The second 64,864 RSUs vest in three substantially equal installments upon achieving stock price targets of $27.00, $36.00 and $45.00 per share, based on 60‑trading‑day volume weighted average prices over measurement periods that can extend to the fourth anniversary of the grant, also requiring continued service.

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

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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).

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^*

Zulla Caitlin

(Last) (First) (Middle)

4200 SIX FORKS ROAD

SUITE 1000

(Street)

RALEIGH NC 27609

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		64,864(1)	A	$0	64,864	D
Common Stock	12/12/2025		A		64,864(2)(3)	A	$0	129,728	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

Explanation of Responses:

1. Represents restricted stock units ("RSUs"), each one of which represents the contingent right to receive one share of the Issuer's common stock ("Common Stock"). The RSUs will vest annually in three substantially equal installments on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer.

2. Represents RSUs, each one of which represents the contingent right to receive one share of Common Stock. The RSUs 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 and continuing until the three-year anniversary of the grant date (the "First Vesting Date"), subject to the Reporting Person's continued service with the Issuer through the First Vesting Date. [continues in footnote 3]

3. [continued from footnote 2] If any of the stock price targets have not been achieved as of the First Vesting Date, then the remaining unvested RSUs shall remain outstanding and eligible to vest through the four-year anniversary of the grant date (the "Second Vesting Date"), with the measurement period extended to the Second Vesting Date.

	/s/ Julie Szeker, attorney-in-fact	12/16/2025
	** 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 insider transaction did Lumexa Imaging Holdings (LMRI) disclose?

Lumexa Imaging Holdings disclosed that its Chief Executive Officer and director received two grants totaling 129,728 restricted stock units (RSUs) on December 12, 2025, each RSU representing one share of common stock at an acquisition price of $0.

How many Lumexa Imaging (LMRI) RSUs were granted in each award?

Each of the two awards covers 64,864 RSUs, for a combined total of 129,728 RSUs representing the right to receive the same number of Lumexa Imaging common shares.

What are the vesting terms of the time-based RSUs for LMRI’s CEO?

The first grant of 64,864 RSUs vests in three substantially equal annual installments on each of the first three anniversaries of the grant date, conditioned on the reporting person’s continued service with Lumexa Imaging.

What performance conditions apply to the performance-based RSUs at Lumexa Imaging (LMRI)?

The second grant of 64,864 RSUs vests in three substantially equal installments upon reaching stock price targets of $27.00, $36.00 and $45.00 per share, measured using the volume weighted average closing price over any consecutive 60 trading days.

Over what period can the Lumexa Imaging (LMRI) stock price targets be achieved for vesting?

The stock price targets are measured starting on the first business day after the 180-day lock-up period ends and continuing until the three-year anniversary of the grant date, with any unachieved targets remaining eligible to vest through the four-year anniversary of the grant date.

Who is the reporting person in this Lumexa Imaging (LMRI) Form 4 filing?

The reporting person serves as both a Director and an Officer of Lumexa Imaging Holdings, Inc., holding the title of Chief Executive Officer, and the Form 4 is filed by one reporting person.