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Spectral AI (MDAI) director DiMaio reports new stock grants and options

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

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio reported equity awards rather than market trades. He received 15,000 shares of Common Stock on May 29, 2026 at a reported value of $2.12 per share, and 2,500 shares on May 28, 2026 at $2.36 per share, both classified as grants or awards. Following these awards, his direct Common Stock holdings total 2,687,847 shares. The filing also lists existing derivative positions: 100,000 underlying shares from Restricted Stock Units at an exercise price of $1.84 expiring on April 20, 2036, a Non-Qualified Stock Option over 250,000 underlying shares at $1.25 expiring on April 23, 2035, and Incentive Stock Options over 20,352 and 5,292 underlying shares at $1.67 expiring on May 15, 2034. A footnote states that 50% of the RSUs vest on April 20, 2026 and 50% on April 1, 2027, highlighting a multi-year vesting schedule.

Positive

  • None.

Negative

  • None.
Insider DiMaio John Michael
Role null
Type Security Shares Price Value
Grant/Award Common Stock 15,000 $2.12 $32K
Grant/Award Common Stock 2,500 $2.36 $6K
holding ISO -- -- --
holding ISO -- -- --
holding NQSO -- -- --
holding Restricted Stock Unit -- -- --
Holdings After Transaction: Common Stock — 2,687,847 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, 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 1 15,000 shares at $2.12 Grant on May 29, 2026 (transaction code A)
Common Stock grant 2 2,500 shares at $2.36 Grant on May 28, 2026 (transaction code A)
Total Common Stock held 2,687,847 shares Direct holdings after reported transactions
RSU underlying shares 100,000 shares at $1.84 Restricted Stock Units expiring April 20, 2036
NQSO underlying shares 250,000 shares at $1.25 Non-Qualified Stock Option expiring April 23, 2035
ISO underlying shares 1 20,352 shares at $1.67 Incentive Stock Option expiring May 15, 2034
ISO underlying shares 2 5,292 shares at $1.67 Incentive Stock Option expiring May 15, 2034
RSU vesting schedule 50% 2026-04-20; 50% 2027-04-01 RSU vesting per footnote F5
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit" with 100,000 underlying Common Stock 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.
NQSO financial
"security_title: "NQSO" with 250,000 underlying Common Stock shares"
ISO financial
"security_title: "ISO" with 20,352 and 5,292 underlying Common Stock shares"
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.
exercise price financial
"conversion_or_exercise_price values of 1.8400, 1.2500 and 1.6700 are listed"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"footnote states 50% of the RSUs on April 20, 2026 and 50% on April 1, 2027"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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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)
05/28/2026		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 Stock05/28/2026A2,500A$2.36(1)2,672,847D
Common Stock05/29/2026A15,000A$2.12(1)2,687,847D
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, 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 DiMaio06/01/2026
** 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?

John Michael DiMaio reported receiving equity awards in Spectral AI stock. He was granted Common Stock and holds several option and RSU positions, updating investors on his total direct ownership and the structure of his equity-based compensation package with specific prices and expirations.

How many Spectral AI (MDAI) shares did John Michael DiMaio receive as awards?

He received 15,000 shares of Common Stock on May 29, 2026 at $2.12 per share and 2,500 shares on May 28, 2026 at $2.36 per share. Both entries are coded as grants or awards, not open-market purchases, increasing his direct share ownership.

What is John Michael DiMaio’s total direct Common Stock holding in Spectral AI (MDAI) after these transactions?

After the reported grants, his direct Common Stock holdings total 2,687,847 shares. This figure reflects his position in Spectral AI’s Common Stock excluding separate derivative instruments such as Restricted Stock Units and stock options that may convert into additional shares later.

What Restricted Stock Unit (RSU) position does John Michael DiMaio hold in Spectral AI (MDAI)?

He holds RSUs linked to 100,000 underlying shares of Common Stock at an exercise price of $1.84, expiring April 20, 2036. A footnote explains that 50% of these RSUs vest on April 20, 2026 and the remaining 50% on April 1, 2027.

What stock option grants does John Michael DiMaio have in Spectral AI (MDAI) according to this filing?

He holds a Non-Qualified Stock Option over 250,000 underlying Common Stock shares at a $1.25 exercise price expiring April 23, 2035, plus Incentive Stock Options over 20,352 and 5,292 underlying shares at $1.67, each expiring May 15, 2034, all shown as direct holdings.

Does the Spectral AI (MDAI) Form 4 show buying or selling on the open market?

The Form 4 classifies the two Common Stock entries as grants or awards, not open-market trades. The remaining entries describe derivative holdings such as RSUs and options. The transaction summary reports no buy or sell transactions, indicating compensation-related activity rather than market trading.