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Spectral AI (MDAI) director granted additional common shares and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio reported new equity compensation and updated his holdings. On May 15, 2026, he received two grants of common stock totaling 25,000 and 1,887 shares at reporting prices of $2.16 and $2.12 per share. Following these awards, he directly owns 2,638,114 shares of common stock.

He also holds derivative awards, including Restricted Stock Units over 100,000 underlying shares at an exercise price of $1.84 expiring on April 20, 2036, Non-Qualified Stock Options over 250,000 shares at $1.25 expiring on April 23, 2035, and Incentive Stock Options over 20,352 and 5,292 shares at $1.67 expiring on May 15, 2034. Footnotes indicate various vesting schedules and milestone-based vesting for portions of these awards.

Positive

  • None.

Negative

  • None.
Insider DiMaio John Michael
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,887 $2.12 $4K
Grant/Award Common Stock 25,000 $2.16 $54K
holding ISO -- -- --
holding ISO -- -- --
holding NQSO -- -- --
holding Restricted Stock Unit -- -- --
Holdings After Transaction: Common Stock — 2,613,114 shares (Direct, null); ISO — 5,292 shares (Direct, null); NQSO — 250,000 shares (Direct, null); Restricted Stock Unit — 100,000 shares (Direct, null)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. 100% of the stock options vested on the date of issuance. 100% of the stock options were vested as of the date hereof. 100,000 of the stock options were vested as of the date hereof. The remaining 150,000 stock options vest upon the achievement of certain milestones. 50% of the RSUs on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
Common stock grant 25,000 shares at $2.16 Equity award on May 15, 2026
Additional stock grant 1,887 shares at $2.12 Equity award on May 15, 2026
Common stock holdings 2,638,114 shares Directly owned after reported transactions
RSU underlying shares 100,000 shares at $1.84 Restricted Stock Units expiring April 20, 2036
NQSO position 250,000 shares at $1.25 Non-Qualified Stock Options expiring April 23, 2035
ISO positions 20,352 & 5,292 shares at $1.67 Incentive Stock Options expiring May 15, 2034
Restricted Stock Unit financial
"securityTitle": "Restricted Stock Unit", "underlyingSecurityTitle": "Common Stock""
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
NQSO financial
"security_title": "NQSO" with underlying common stock and exercise price data"
ISO financial
"security_title": "ISO" and exercise price of 1.6700 with expiration in 2034"
An ISO is an incentive stock option, a form of employee benefit that lets workers buy company shares at a set price after a waiting period. It matters to investors because issuing ISOs can dilute existing shares and aligns employee incentives with long-term stock performance—think of it like giving employees coupons to buy future stock at today’s price, which can motivate growth but increase share count when used.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
RSUs financial
"50% of the RSUs on April 20, 2026. 50% of the RSUs will vest on April 1, 2027."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
DiMaio John Michael
(Last)(First)(Middle)
2515 MCKINNEY AVENUE, SUITE 1000
(Street)
DALLAS, TEXAS 75201
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Spectral AI, Inc. [ MDAI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026A1,887A$2.12(1)2,613,114D
Common Stock05/15/2026A25,000A$2.16(1)2,638,114D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
ISO$1.67 (2)05/15/2034Common Stock5,2925,292D
ISO$1.67 (3)05/15/2034Common Stock20,35220,352D
NQSO$1.25 (4)04/23/2035Common Stock250,000250,000D
Restricted Stock Unit$1.84 (5)04/20/2036Common Stock100,000100,000D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. 100% of the stock options vested on the date of issuance.
3. 100% of the stock options were vested as of the date hereof.
4. 100,000 of the stock options were vested as of the date hereof. The remaining 150,000 stock options vest upon the achievement of certain milestones.
5. 50% of the RSUs on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
/s/ John Michael DiMaio05/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Spectral AI (MDAI) director John Michael DiMaio report in this Form 4?

He reported receiving two equity grants of Spectral AI common stock and updated his overall holdings. The filing also details several option and RSU awards, including their exercise prices, expiration dates, and vesting conditions.

How many Spectral AI (MDAI) common shares does John Michael DiMaio hold after the transactions?

After the reported grants, he directly holds 2,638,114 Spectral AI common shares. This figure reflects his position following the May 15, 2026 awards disclosed in the filing, not including unexercised options or unvested RSUs.

What new common stock grants did John Michael DiMaio receive from Spectral AI (MDAI)?

He received grants of 25,000 and 1,887 shares of Spectral AI common stock. The reported prices for these awards were $2.16 and $2.12 per share, reflecting compensation-related acquisitions rather than open-market purchases.

What derivative awards does John Michael DiMaio hold in Spectral AI (MDAI)?

He holds Restricted Stock Units over 100,000 underlying shares at $1.84, Non-Qualified Stock Options over 250,000 shares at $1.25, and Incentive Stock Options over 20,352 and 5,292 shares at $1.67, each with stated expiration dates.

What are the key vesting terms mentioned for John Michael DiMaio’s Spectral AI (MDAI) awards?

Footnotes state that some stock options are fully vested, while others vest upon achieving milestones. RSUs are scheduled to vest 50% on April 20, 2026 and 50% on April 1, 2027, indicating time- and performance-based vesting structures.