Spectral AI Director Acquires 32,000 Share Award

DiMaio's reported awards include 150,000 options vesting upon milestones and RSUs with 50% scheduled to vest on April 1, 2027.

Rhea-AI Filing Summary

Spectral AI, Inc. (MDAI) director John Michael DiMaio reported a direct award acquisition of 32,000 common shares on September 28, 2026. His directly held common shares following the transaction were 2,922,847. The reported price was a weighted average of $1.62 per share.

The reported equity holdings also include 250,000 non-qualified stock options, of which 100,000 were vested and the remaining 150,000 vest upon achievement of certain milestones, plus 100,000 restricted stock units: 50% vested on April 20, 2026, and 50% will vest on April 1, 2027.

Insider Trade Summary

Grant/Award: 32,000 shares

Grant/Award 5 txns

Insider DiMaio John Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	32,000	$1.62	$52K
holding	ISO F2	--	--	--
holding	ISO F3	--	--	--
holding	NQSO F4	--	--	--
holding	Restricted Stock Unit F5	--	--	--

Holdings After Transaction: Common Stock — 2,922,847 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.

Key Figures

Common shares acquired: 32,000 shares Reported weighted-average price: $1.62 per share Direct common shares after transaction: 2,922,847 shares +3 more

6 metrics

Common shares acquired 32,000 shares Direct award acquisition on September 28, 2026

Reported weighted-average price $1.62 per share Price reported for the September 28, 2026 transaction

Direct common shares after transaction 2,922,847 shares Following the September 28, 2026 transaction

ISO underlying common shares 5,292 shares; 20,352 shares Two direct positions, each with a $1.67 exercise price

NQSO underlying common shares 250,000 shares Direct position with a $1.25 exercise price

Restricted stock units 100,000 units 50% vested on April 20, 2026; 50% will vest on April 1, 2027

Key Terms

weighted average price, ISO, NQSO, Restricted Stock Unit

4 terms

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.

ISO financial

"Security title: ISO"

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

"Security title: NQSO"

Restricted Stock Unit financial

"Security title: 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.

FAQ

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

How many MDAI shares did director John Michael DiMaio acquire?

John Michael DiMaio reported a direct acquisition of 32,000 common shares on September 28, 2026. He directly held 2,922,847 common shares following the transaction.

What are John Michael DiMaio's MDAI option and RSU vesting terms?

The two reported incentive stock option positions were 100% vested, one on its date of issuance and the other as of September 28, 2026. Of 250,000 non-qualified stock options, 100,000 were vested and the remaining 150,000 vest upon achievement of certain milestones. Half of the 100,000 RSUs vested on April 20, 2026, and half will vest on April 1, 2027.

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

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Available on EDGAR 09/29/2026 - 04:00 PM Accepted by SEC EDGAR 09/29/2026 - 04:00 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)
09/28/2026

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	09/28/2026		A		32,000	A	$1.62(1)	2,922,847	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, 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 DiMaio	09/29/2026
	** 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)