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Spectral AI (MDAI) director awarded 25,000 shares and reports vested options

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

Rhea-AI Filing Summary

Spectral AI, Inc. director Sadagopan Deepak reported a compensation-related equity award. On April 24, 2026, he received 25,000 shares of Common Stock at a price of $0.00 per share as a grant or award, bringing his directly held common shares to 25,000. He also holds fully vested stock options over additional common shares with exercise prices between $1.25 and $1.67 per share, and 25,000 restricted stock units tied to the company’s common stock.

Positive

  • None.

Negative

  • None.
Insider Sadagopan Deepak
Role null
Type Security Shares Price Value
Grant/Award Common Stock 25,000 $0.00 --
holding Restricted Stock Unit -- -- --
holding NQSO -- -- --
holding NQSO -- -- --
holding NQSO -- -- --
holding NQSO -- -- --
Holdings After Transaction: Common Stock — 25,000 shares (Direct, null); Restricted Stock Unit — 25,000 shares (Direct, null); NQSO — 21,166 shares (Direct, null)
Footnotes (1)
  1. The total includes 25,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/24/2026. 50% of the RSUs vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027. 100% of the stock options were vested as of the date hereof.
Common shares granted 25,000 shares Grant of Common Stock on April 24, 2026 at $0.00
Post-grant common holdings 25,000 shares Total Common Stock directly held after the award
Option strike price 1 $1.27/share NQSO covering 17,717 underlying Common shares, expiring April 24, 2035
Option strike price 2 $1.25/share NQSO covering 50,000 underlying Common shares, expiring April 23, 2035
Option strike price 3 $1.67/share Two NQSO grants over 20,352 and 21,166 shares, expiring May 15, 2034
Restricted stock units 25,000 RSUs RSUs tied to Common Stock, issued April 24, 2026
NQSO financial
"security_title: "NQSO" with underlying Common Stock and exercise prices"
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit" with 25,000 underlying Common shares"
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.
transaction code A regulatory
"transaction_code: "A" and description "Grant, award, or other acquisition""
vested financial
"footnote: "100% of the stock options were vested as of the date hereof.""
restricted stock units ("RSUs") financial
"footnote: "The total includes 25,000 restricted stock units ("RSUs"), which are fully vested""
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
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*
Sadagopan Deepak

(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)
04/24/2026
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 Stock04/24/2026A25,000(1)A$0.0025,000D
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
Restricted Stock Unit$1.84 (2)04/20/2036Common Stock25,00025,000D
NQSO$1.67 (3)05/15/2034Common Stock21,16621,166D
NQSO$1.67 (3)05/15/2034Common Stock20,35229,352D
NQSO$1.25 (3)04/23/2035Common Stock50,00050,000D
NQSO$1.27 (3)04/24/2035Common Stock17,71717,717D
Explanation of Responses:
1. The total includes 25,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/24/2026.
2. 50% of the RSUs vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
3. 100% of the stock options were vested as of the date hereof.
/s/ Deepak Sadagopan05/20/2026
** 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)

FAQ

What did Spectral AI (MDAI) director Sadagopan Deepak report in this Form 4?

Director Sadagopan Deepak reported receiving 25,000 shares of Spectral AI Common Stock as a grant on April 24, 2026. The award was recorded at a price of $0.00 per share and reflects compensation, not an open-market purchase or sale of shares.

How many Spectral AI (MDAI) shares did Sadagopan Deepak acquire in this transaction?

He acquired 25,000 shares of Spectral AI Common Stock in this filing. The shares were granted as a compensation award, not bought in the market, and the Form 4 shows he directly holds 25,000 common shares following the reported transaction.

Were the Spectral AI (MDAI) shares purchased on the open market?

No, the 25,000 Spectral AI shares were not an open-market purchase. They were reported under transaction code A, indicating a grant, award, or other acquisition given at $0.00 per share as part of director compensation, rather than a discretionary market trade.

What stock options does Sadagopan Deepak hold in Spectral AI (MDAI)?

He holds non-qualified stock options over multiple blocks of Common Stock, including 17,717 shares at a $1.27 exercise price and 50,000 shares at $1.25. Additional options at $1.67 per share expire in 2034 and 2035, all reported as fully vested.

Does Sadagopan Deepak hold restricted stock units (RSUs) in Spectral AI (MDAI)?

Yes, he holds 25,000 restricted stock units linked to Spectral AI Common Stock. Footnotes state these RSUs were issued on April 24, 2026, are included in his total equity position, and have a vesting schedule with portions vesting in 2026 and 2027.

Does this Spectral AI (MDAI) Form 4 show any insider sales?

No insider sales are shown in this Form 4. The transaction summary reports one acquisition via grant and no sell transactions, gifts, tax withholdings, or option exercises, indicating this filing is primarily a disclosure of new and existing equity awards.