LUCD insider grant: 215,000 options, 10-year term, multi-year vesting

Rhea-AI Filing Summary

Lucid Diagnostics Inc. (LUCD) reported an insider grant to director John R. Palumbo: an employee stock option to buy 215,000 shares of common stock at an exercise price of $1.03 per share. The option was granted on 10/06/2025, is exercisable through 10/06/2035, and is shown as directly owned following the grant. Vesting begins with one third vesting on 6/30/2026, then the remainder vests in eight equal quarterly installments from 9/30/2026 through 6/30/2028. The grant was made under the company's Amended and Restated 2018 Long-Term Incentive Equity Plan.

Positive

• Alignment with shareholders: grant vests over multi-year schedule starting 6/30/2026
• Retention-focused terms: one-third immediate long-term vesting plus quarterly vesting through 6/30/2028
• Standard plan use: grant made under the Amended and Restated 2018 Long-Term Incentive Equity Plan

Negative

• Potential dilution: 215,000 options could dilute existing holders depending on total outstanding shares
• Value contingent on stock performance: options have an exercise price of $1.03 and only deliver value if share price exceeds this before 10/06/2035

Insights

Compensation & Governance Analyst

Director granted 215,000 options at $1.03, multi-year vesting.

The award aligns the director's incentives with shareholders by tying value to future share-price performance through an employee stock option with a $1.03 exercise price and a 10/06/2035 expiration. One-third vests on 6/30/2026 and the remainder vests in eight quarterly installments ending 6/30/2028, creating multi-year retention.

This is subject to the usual governance considerations: the grant size of 215,000 shares can cause modest dilution depending on total outstanding shares, and market realization depends entirely on future share-price appreciation before 10/06/2035. Watch near-term vesting milestones on 6/30/2026 and quarterly vesting through 6/30/2028 as potential liquidity events for the holder.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PALUMBO JOHN R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Employee stock option (right to buy)	215,000	$0.00	--

Holdings After Transaction: Employee stock option (right to buy) — 215,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

PALUMBO JOHN R

(Last) (First) (Middle)

360 MADISON AVENUE

25TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lucid Diagnostics Inc. [ LUCD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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
Employee stock option (right to buy)	$1.03	10/06/2025		A		215,000		(1)	10/06/2035	Common Stock	215,000	$0	215,000	D

Explanation of Responses:

1. The option was granted pursuant to the issuer's Amended and Restated 2018 Long-Term Incentive Equity Plan. One third of the option vests on June 30, 2026 and the balance vests in eight equal quarterly installments, starting September 30, 2026 and ending on June 30, 2028.

	/s/ Michael A. Gordon, by power of attorney	10/07/2025
	** 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

What did Lucid Diagnostics (LUCD) report in this Form 4?

The Form 4 discloses that director John R. Palumbo received an employee stock option to purchase 215,000 shares at an exercise price of $1.03 on 10/06/2025.

When does the option granted to John R. Palumbo vest?

One-third of the option vests on 6/30/2026; the balance vests in eight equal quarterly installments from 9/30/2026 through 6/30/2028.

What is the term or expiration of the granted option?

The option has an expiration date of 10/06/2035 and is shown as directly owned following the grant.

Under what plan was the option granted?

The option was granted under the company's Amended and Restated 2018 Long-Term Incentive Equity Plan.

How many shares did the reporting person own after the transaction?

Following the reported transaction, the report shows beneficial ownership of 215,000 shares resulting from the option grant.