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Spectral AI director granted 32,000 shares

A Spectral AI director received two Common Stock awards and reports sizeable option and RSU holdings with defined vesting and exercise terms.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Spectral AI, Inc. (MDAI) reported that director John Michael DiMaio received two equity awards of the company’s Common Stock, acquiring 22,000 shares on September 11, 2026 at a reported weighted average price of $1.59 per share and 10,000 shares on September 10, 2026 at a reported weighted average price of $1.56 per share, each described as a grant or award. The filing also lists outstanding equity incentives held directly by him, including fully vested incentive stock options over 5,292 and 20,352 shares at an exercise price of $1.67 expiring in 2034, non-qualified stock options over 250,000 shares at an exercise price of $1.25 expiring in 2035 (with 100,000 vested and 150,000 vesting upon milestone achievement), and 100,000 restricted stock units tied to Common Stock, half of which vested on April 20, 2026 and the remainder scheduled to vest on April 1, 2027.

Positive

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Insider DiMaio John Michael
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 22,000 $1.59 $35K
Grant/Award Common Stock F1 10,000 $1.56 $16K
holding ISO F2 -- -- --
holding ISO F3 -- -- --
holding NQSO F4 -- -- --
holding Restricted Stock Unit F5 -- -- --
Holdings After Transaction: Common Stock — 2,798,847 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 Stock grant on September 11, 2026 22,000 shares at $1.59 per share Grant/award acquisition of Spectral AI Common Stock to director John Michael DiMaio
Common Stock grant on September 10, 2026 10,000 shares at $1.56 per share Grant/award acquisition of Spectral AI Common Stock to director John Michael DiMaio
Incentive stock options (first tranche) 5,292 underlying shares at $1.67 exercise price Fully vested ISO expiring May 15, 2034, held directly
Incentive stock options (second tranche) 20,352 underlying shares at $1.67 exercise price Fully vested ISO expiring May 15, 2034, held directly
Non-qualified stock options 250,000 underlying shares at $1.25 exercise price NQSO expiring April 23, 2035; 100,000 vested, 150,000 milestone-based vesting
Restricted Stock Units 100,000 underlying shares 50% vested April 20, 2026; remaining 50% vest April 1, 2027
Incentive stock option financial
"He holds fully vested incentive stock options over 5,292 and 20,352 shares"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
Non-qualified stock option financial
"The filing lists non-qualified stock options over 250,000 shares of Common Stock"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Restricted Stock Unit financial
"He holds 100,000 restricted stock units linked to Spectral AI Common Stock"
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
"at a reported weighted average price of $1.59 per share"
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 financial
"The 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.

What did Spectral AI (MDAI) report in this Form 4 for John Michael DiMaio?

The Form 4 reports that director John Michael DiMaio received two equity awards of Common Stock, totaling 32,000 shares, and discloses his outstanding stock options and restricted stock units linked to Spectral AI’s Common Stock.

How many Spectral AI (MDAI) shares were granted to John Michael DiMaio and at what prices?

He was granted 22,000 Common Shares on September 11, 2026 at a reported weighted average price of $1.59 per share and 10,000 Common Shares on September 10, 2026 at a reported weighted average price of $1.56 per share, both classified as grant/award acquisitions.

What non-qualified stock options in Spectral AI (MDAI) are reported for John Michael DiMaio?

The filing lists non-qualified stock options over 250,000 shares of Common Stock with an exercise price of $1.25 per share expiring on April 23, 2035. 100,000 of these options are vested; the remaining 150,000 vest upon achievement of specified milestones.

What restricted stock units tied to MDAI Common Stock does John Michael DiMaio hold?

He holds 100,000 restricted stock units linked to Spectral AI Common Stock. According to the disclosure, 50% vested on April 20, 2026, and the remaining 50% are scheduled to vest on April 1, 2027.

Were the transactions in this Spectral AI (MDAI) Form 4 made under a Rule 10b5-1 trading plan?

No. The document-level checkbox for Rule 10b5-1 plans is marked negative, and there is no footnote indicating that the reported equity awards or holdings were made pursuant to a pre-arranged trading plan.

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

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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)
09/10/2026
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 Stock09/10/2026A10,000A$1.56(1)2,776,847D
Common Stock09/11/2026A22,000A$1.59(1)2,798,847D
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 DiMaio09/14/2026
** 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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