Spectral AI director granted 7,619 common shares

Spectral AI, Inc. director John Michael DiMaio reported a stock award of 7,619 shares of Common Stock at $1.58 per share.

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio reported a stock award of 7,619 shares of Common Stock at $1.58 per share. After this grant, he directly owns 2,511,227 common shares. The award is classified as a grant or other acquisition rather than an open-market purchase.

He also holds incentive stock options and non-qualified stock options over additional Common Stock. Two ISO grants cover 5,292 and 20,352 underlying shares at an exercise price of $1.67, expiring in 2034, and one NQSO grant covers 250,000 underlying shares at $1.25, expiring in 2035. Footnotes state that some options are already fully vested and others vest monthly or upon achieving specified milestones.

Insider Trade Summary

Grant/Award: 7,619 shares

Grant/Award 4 txns

Insider DiMaio John Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,619	$1.58	$12K
holding	ISO	--	--	--
holding	ISO	--	--	--
holding	NQSO	--	--	--

Holdings After Transaction: Common Stock — 2,511,227 shares (Direct); ISO — 25,644 contracts (Direct); NQSO — 250,000 contracts (Direct)

Footnotes (4)

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, 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 if the date hereof.
4. F4. 100,000 of the stock options vest monthly over a 12-month period beginning on April 23, 2025. The remaining 150,000 stock options vest upon the achievement of certain milestones.

Key Figures

Stock award: 7,619 shares Award price: $1.58 per share Shares held after grant: 2,511,227 shares +2 more

5 metrics

Stock award 7,619 shares Common Stock grant at $1.58 on March 27, 2026

Award price $1.58 per share Price for 7,619-share Common Stock grant

Shares held after grant 2,511,227 shares Total direct Common Stock holdings after transaction

ISO positions 5,292 & 20,352 shares at $1.67 Incentive stock options, expire May 15, 2034

NQSO position 250,000 shares at $1.25 Non-qualified stock options, expire April 23, 2035

Key Terms

ISO, NQSO, weighted average price, stock options

4 terms

ISO financial

"ISO grants reference underlying Common Stock and an exercise price of $1.67."

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 financial

"NQSO represents non-qualified stock options over 250,000 underlying shares."

weighted average price financial

"A footnote explains the price in Column 4 as 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.

stock options financial

"Footnotes describe how 100% of the stock options vested or will vest over time."

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

FAQ

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

What insider transaction did John Michael DiMaio report at Spectral AI (MDAI)?

John Michael DiMaio, a director of Spectral AI, reported receiving a grant of 7,619 shares of Common Stock at $1.58 per share. The filing classifies this as a grant or award acquisition, not an open-market purchase or sale transaction.

How many Spectral AI (MDAI) shares does John Michael DiMaio hold after this Form 4?

Following the reported stock award, John Michael DiMaio directly holds 2,511,227 shares of Spectral AI Common Stock. This figure reflects his position after the 7,619-share grant disclosed in the Form 4 filing for the March 27, 2026 transaction date.

What option positions does John Michael DiMaio report in Spectral AI (MDAI)?

He reports incentive stock options over 5,292 and 20,352 underlying Spectral AI shares at a $1.67 exercise price, expiring in 2034, and non-qualified stock options over 250,000 underlying shares at a $1.25 exercise price, expiring in 2035, all held directly.

Are John Michael DiMaio’s Spectral AI option grants vested according to the Form 4?

Footnotes state that certain stock options are 100% vested as of the filing date, while 100,000 of the NQSO grant vest monthly over 12 months beginning April 23, 2025. The remaining 150,000 NQSO shares vest upon achievement of specified milestones.

Was the 7,619-share Spectral AI transaction an open-market buy or a grant?

The 7,619-share transaction is coded as an “A” entry, described as a grant, award, or other acquisition. It represents a stock award at $1.58 per share, rather than an open-market purchase by director John Michael DiMaio on the transaction date.

Does the Spectral AI (MDAI) Form 4 mention a weighted average price?

A footnote explains that the price reported in Column 4 is a weighted average price for shares purchased in multiple transactions. It also notes that detailed price breakdowns will be provided to the issuer, security holders, or regulators upon request.

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

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Accepted by SEC EDGAR 04/07/2026 - 04:00 PM EDT Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A		7,619	A	$1.58(1)	2,511,227	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
ISO	$1.67							(2)	05/15/2034	Common Stock	5,292		5,292	D
ISO	$1.67							(3)	05/15/2034	Common Stock	20,352		20,352	D
NQSO	$1.25							(4)	04/23/2035	Common Stock	250,000		250,000	D

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, 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 if the date hereof.

4. 100,000 of the stock options vest monthly over a 12-month period beginning on April 23, 2025. The remaining 150,000 stock options vest upon the achievement of certain milestones.

	/s/ John Michael DiMaio	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)