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Spectral AI director acquires 60,000 shares

The director's reported direct holdings were 2,890,847 common shares after the acquisition.

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

John Michael DiMaio, a director of Spectral AI, Inc. (MDAI), acquired 60,000 common shares on September 23, 2026. The reported weighted-average price was $1.67 per share, and his direct holdings afterward were 2,890,847 shares.

The filing also lists direct ISO holdings covering 5,292 and 20,352 common shares, each at a $1.67 exercise price and expiring May 15, 2034. It lists NQSOs covering 250,000 shares at $1.25, expiring April 23, 2035; 100,000 were vested and 150,000 vest upon certain milestones. The 100,000 RSUs listed were 50% vested on April 20, 2026, with the remaining 50% to vest April 1, 2027.

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Insider DiMaio John Michael
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 60,000 $1.67 $100K
holding ISO F2 -- -- --
holding ISO F3 -- -- --
holding NQSO F4 -- -- --
holding Restricted Stock Unit F5 -- -- --
Holdings After Transaction: Common Stock — 2,890,847 shares (Direct); ISO — 25,644 contracts (Direct); NQSO — 250,000 contracts (Direct); Restricted Stock Unit — 100,000 contracts (Direct)
Footnotes (5)
  1. F1. 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. F2. 100% of the stock options vested on the date of issuance.
  3. F3. 100% of the stock options were vested as of the date hereof.
  4. F4. 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. F5. 50% of the RSUs vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
Common shares acquired 60,000 shares September 23, 2026
Weighted-average price $1.67 per share Reported for the common-share acquisition
Direct common shares after transaction 2,890,847 shares Reported following the transaction
ISO underlying shares 5,292 shares Direct holding; $1.67 exercise price; expires May 15, 2034
ISO underlying shares 20,352 shares Direct holding; $1.67 exercise price; expires May 15, 2034
NQSO underlying shares 250,000 shares Direct holding; $1.25 exercise price; 100,000 vested and 150,000 vest upon certain milestones
Restricted stock units 100,000 units 50% vested April 20, 2026; 50% will vest April 1, 2027
ISO technical
"ISO; underlying security: Common Stock"
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.
NQSO technical
"NQSO; underlying security: Common Stock"
Restricted Stock Unit financial
"Restricted Stock Unit"
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.
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.
milestones technical
"remaining 150,000 stock options vest upon the achievement of certain milestones."
Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MDAI shares did director John Michael DiMaio acquire, and at what price?

John Michael DiMaio acquired 60,000 common shares on September 23, 2026, at a reported weighted-average price of $1.67 per share. His direct holdings afterward were 2,890,847 shares.

Were John Michael DiMaio’s MDAI ISO options vested?

The ISO holdings covering 5,292 shares were 100% vested on the date of issuance, and those covering 20,352 shares were 100% vested as of September 23, 2026.

Was John Michael DiMaio’s MDAI transaction reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
09/23/2026
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 Stock09/23/2026A60,000A$1.67(1)2,890,847D
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 vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
/s/ John Michael DiMaio09/25/2026
** 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)

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