Spectral AI director awarded 32,233 shares

Spectral AI, Inc. director John Michael DiMaio received 32,233 shares of common stock as a grant or award at $2.61 per share, increasing his direct holdings to 2,670,347 shares.

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio received 32,233 shares of common stock as a grant or award at $2.61 per share, increasing his direct holdings to 2,670,347 shares. The filing also lists several equity awards that remain outstanding.

These include restricted stock units tied to 100,000 shares of common stock at a $1.84 exercise price, non-qualified stock options linked to 250,000 shares at $1.25, and incentive stock options covering 20,352 and 5,292 shares at $1.67. Footnotes state that some options are fully vested, others vest upon milestones, and the RSUs vest in two equal tranches in 2026 and 2027.

Insider Trade Summary

Grant/Award: 32,233 shares

Grant/Award 5 txns

Insider DiMaio John Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,233	$2.61	$84K
holding	ISO	--	--	--
holding	ISO	--	--	--
holding	NQSO	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Common Stock — 2,670,347 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, 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 on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.

Key Figures

Common stock grant: 32,233 shares at $2.61 Common shares held: 2,670,347 shares RSU underlying shares: 100,000 shares at $1.84 +3 more

6 metrics

Common stock grant 32,233 shares at $2.61 Director equity award of common stock

Common shares held 2,670,347 shares Total direct common stock holdings after grant

RSU underlying shares 100,000 shares at $1.84 Restricted stock units expiring 2036-04-20

NQSO position 250,000 shares at $1.25 Non-qualified stock options expiring 2035-04-23

ISO position 1 20,352 shares at $1.67 Incentive stock options expiring 2034-05-15

ISO position 2 5,292 shares at $1.67 Additional incentive stock options expiring 2034-05-15

Key Terms

Restricted Stock Unit, NQSO, ISO, weighted average price, +1 more

5 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit" with 100,000 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.

NQSO financial

"security_title: "NQSO" with 250,000 underlying shares at a $1.25 exercise price"

ISO financial

"security_title: "ISO" incentive stock options with a $1.67 exercise price"

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

"footnote states the price reported is a weighted average price for multiple trades"

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.

vest upon the achievement of certain milestones financial

"footnote notes 150,000 stock options vest upon achievement of certain milestones"

FAQ

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

Spectral AI reported that director John Michael DiMaio received 32,233 shares of common stock as a grant or award at $2.61 per share. This is a compensation-related acquisition, not an open-market purchase or sale of existing shares.

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

After the reported grant, John Michael DiMaio directly holds 2,670,347 shares of Spectral AI common stock. This figure reflects his total direct ownership following the 32,233-share award disclosed in the Form 4 filing.

What equity awards does John Michael DiMaio have in Spectral AI (MDAI)?

John Michael DiMaio holds restricted stock units tied to 100,000 shares, non-qualified stock options on 250,000 shares, and incentive stock options on 20,352 and 5,292 shares. Exercise prices range from $1.25 to $1.84, with expirations between 2034 and 2036.

How do the RSUs for Spectral AI (MDAI) vest for John Michael DiMaio?

Footnotes state that 50% of the restricted stock units vest on April 20, 2026, and the remaining 50% vest on April 1, 2027. These dates define when portions of the 100,000 underlying shares become fully earned.

Are John Michael DiMaio’s Spectral AI (MDAI) stock options already vested?

Footnotes indicate that some stock options are fully vested, while 100,000 of one grant are vested and 150,000 vest upon achieving specified milestones. This means a portion is immediately exercisable and the rest depends on meeting those milestones.

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

The structured data show one acquisition of 32,233 common shares through a grant and several holding entries for existing awards. There are no open-market sales reported in this Form 4, and net buy-sell activity is listed as neutral.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:16 PM 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)
05/26/2026

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	05/26/2026		A		32,233	A	$2.61(1)	2,670,347	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
Restricted Stock Unit	$1.84							(5)	04/20/2036	Common Stock	100,000		100,000	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 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 DiMaio	05/27/2026
	** 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)