Lumexa Imaging (LMRI) awards 8,464 restricted stock units to CMO

Rhea-AI Filing Summary

Lumexa Imaging Holdings, Inc. reported that its Chief Medical Officer, as an officer of the company, acquired a total of 8,464 restricted stock units (RSUs) representing shares of common stock on 12/12/2025 at a price of $0 per share, resulting in beneficial ownership of 8,464 shares held directly.

One grant of 4,232 RSUs vests annually in three substantially equal installments on each of the first three anniversaries of the grant date, subject to continued service. A second grant of 4,232 RSUs vests in three substantially equal installments upon reaching stock price targets of $27.00, $36.00 and $45.00 per share, measured by the volume weighted average closing price over any 60 consecutive trading days within a period that begins after a 180-day lock-up and runs to the three-year anniversary, with unachieved targets remaining eligible to vest through the four-year anniversary.

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
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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^*

Stewart Russell

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical 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		4,232(1)	A	$0	4,232	D
Common Stock	12/12/2025		A		4,232(2)(3)	A	$0	8,464	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?

The company reported that its Chief Medical Officer acquired a total of 8,464 restricted stock units (RSUs) representing common stock on 12/12/2025 at a price of $0 per share, resulting in beneficial ownership of 8,464 shares held directly.

How are the time-based RSUs for Lumexa Imaging27s CMO structured?

One award of 4,232 RSUs will vest annually in three substantially equal installments on each of the first three anniversaries of the grant date, subject to the reporting person27s continued service with Lumexa Imaging Holdings.

How are the performance-based RSUs for Lumexa Imaging (LMRI) tied to stock price targets?

A separate award of 4,232 RSUs will vest in three substantially equal installments upon attainment of stock price targets of $27.00, $36.00 and $45.00 per share, based on the volume weighted average closing price over any 60 consecutive trading day period during a measurement window described in the award terms.

What is the vesting measurement period for the performance-based RSUs at Lumexa Imaging?

The stock price targets are measured over any consecutive 60 trading day period starting on the first business day immediately after the expiration of a 180-day lock-up period and continuing until the three-year anniversary of the grant date. Any unvested RSUs remain eligible to vest through the four-year anniversary of the grant date.

What role does the reporting person hold at Lumexa Imaging Holdings (LMRI)?

The reporting person is an officer of Lumexa Imaging Holdings, Inc., serving as the company27s Chief Medical Officer, and files the report as a single reporting person.

Is the Chief Medical Officer27s ownership in Lumexa Imaging direct or indirect?

Following the reported transactions, the 8,464 shares underlying the RSUs are listed as beneficially owned directly by the Chief Medical Officer.