Spectral AI CEO granted 100,000 share award

Spectral AI, Inc. reported that Chief Executive Officer Vincent S. Capone received a grant of 100,000 shares of Common Stock on April 24, 2026 as a compensation award at an effective price of $0.00 per share.

Rhea-AI Filing Summary

Spectral AI, Inc. reported that Chief Executive Officer Vincent S. Capone received a grant of 100,000 shares of Common Stock on April 24, 2026 as a compensation award at an effective price of $0.00 per share. Following this grant, he directly owns 286,450 Common shares. The filing also lists fully vested or vesting equity awards, including restricted stock units tied to 100,000 underlying shares at an exercise price of $1.84, and several incentive and non-qualified stock option grants with exercise prices between $1.20 and $5.54 expiring between 2032 and 2036.

Insider Trade Summary

Grant/Award: 100,000 shares

Grant/Award 9 txns

Insider Capone Vincent S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	100,000	$0.00	$0.00
holding	ISO	--	--	--
holding	NQSO	--	--	--
holding	ISO	--	--	--
holding	NQSO	--	--	--
holding	ISO	--	--	--
holding	NQSO	--	--	--
holding	NQSO	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 286,450 shares (Direct); ISO — 73,435 contracts (Direct); NQSO — 106,898 contracts (Direct); Restricted Stock Units — 100,000 contracts (Direct)

Footnotes (6)

1. F1. The total includes 100,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/24/2026.
2. F2. The stock options are fully vested and exercisable.
3. F3. 100% of the stock options are vested as of the date hereof.
4. F4. 33% of the stock options vested on 6/29/2024, 33% vested on 6/29/2025, and the remainder vest on 6/25/2026.
5. F5. 33% vested on 4/1/2026, and the remainder vest upon the achievement of certain milestones.
6. F6. 50% of the RSUs, 2026. 50% of the RSU will vest on April 1, 2027.

Key Figures

Common Stock grant: 100,000 shares Shares owned after grant: 286,450 shares RSU underlying shares: 100,000 shares +4 more

7 metrics

Common Stock grant 100,000 shares Grant/award to CEO on April 24, 2026 at $0.00 per share

Shares owned after grant 286,450 shares CEO direct Common Stock holdings following reported transaction

RSU underlying shares 100,000 shares Restricted Stock Units with $1.84 exercise price expiring 2036-04-20

NQSO grant 75,000 shares at $1.20 Non-qualified stock option underlying shares expiring 2035-04-01

ISO grant 60,955 shares at $4.47 Incentive stock option underlying shares expiring 2032-05-06

NQSO grant 12,932 shares at $5.54 Non-qualified stock option underlying shares expiring 2033-06-01

ISO grant 6,466 shares at $5.54 Incentive stock option underlying shares expiring 2033-06-01

Key Terms

Restricted Stock Units, NQSO, ISO, vested, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units"; underlying security is Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

NQSO financial

"security_title: "NQSO" with underlying Common Stock and stated exercise prices"

ISO financial

"security_title: "ISO" with underlying Common Stock and expiration dates"

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.

vested financial

"footnote: "The stock options are fully vested and exercisable.""

exercise price financial

"derivativeSummary lists exercisePrice values such as "1.8400" and "4.4700""

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.

FAQ

What did Spectral AI (MDAI) disclose about CEO Vincent Capone’s recent equity award?

Spectral AI disclosed that CEO Vincent S. Capone received a grant of 100,000 shares of Common Stock on April 24, 2026. The grant was recorded at a $0.00 per-share price as a compensation award, increasing his direct share ownership.

How many Spectral AI (MDAI) shares does the CEO own after this Form 4 filing?

After the reported grant, CEO Vincent S. Capone directly owns 286,450 shares of Common Stock. This total reflects the newly awarded 100,000-share grant plus his previously held shares, as summarized in the Form 4 ownership table.

What restricted stock units does the Spectral AI (MDAI) CEO hold?

The CEO holds restricted stock units linked to 100,000 underlying shares of Common Stock with an exercise price of $1.84 per share and an expiration date in 2036. Footnotes indicate these RSUs are fully vested and were issued on April 24, 2026.

What stock options for Spectral AI (MDAI) common stock are reported for the CEO?

The filing lists several fully vested or vesting stock options, including an NQSO over 75,000 underlying shares at $1.20 expiring in 2035 and an ISO over 60,955 underlying shares at $4.47 expiring in 2032, among other grants.

Does the Spectral AI (MDAI) Form 4 show any stock sales by the CEO?

The Form 4 does not report any open-market sales by the CEO. It shows one acquisition transaction coded as a grant or award of 100,000 Common shares and several derivative holdings entries, but no sell transactions in the transaction summary.

Are Spectral AI (MDAI) CEO stock options fully vested according to this filing?

Footnotes state that the stock options are fully vested and exercisable, with one note adding that 100% of the stock options are vested as of the date hereof. Additional footnotes describe specific vesting schedules for some option grants and related milestones.

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

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Accepted by SEC EDGAR 04/27/2026 - 05:39 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^*

Capone Vincent S.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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	04/24/2026		A		100,000(1)	A	$0.00	286,450	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	$4.47							(2)	05/06/2032	Common Stock	60,955		60,955	D
NQSO	$4.36							(2)	05/06/2032	Common Stock	6,939		6,939	D
ISO	$4.48							(3)	04/13/2033	Common Stock	6,014		6,014	D
NQSO	$4.48							(3)	04/13/2033	Common Stock	12,027		12,027	D
ISO	$5.54							(4)	06/01/2033	Common Stock	6,466		6,581	D
NQSO	$5.54							(4)	06/01/2033	Common Stock	12,932		13,162	D
NQSO	$1.2							(5)	04/01/2035	Common Stock	75,000		75,000	D
Restricted Stock Units	$1.84							(6)	04/20/2036	Common Stock	100,000		100,000	D

Explanation of Responses:

1. The total includes 100,000 restricted stock units ("RSUs"), which are fully vested and were issued on 4/24/2026.

2. The stock options are fully vested and exercisable.

3. 100% of the stock options are vested as of the date hereof.

4. 33% of the stock options vested on 6/29/2024, 33% vested on 6/29/2025, and the remainder vest on 6/25/2026.

5. 33% vested on 4/1/2026, and the remainder vest upon the achievement of certain milestones.

6. 50% of the RSUs, 2026. 50% of the RSU will vest on April 1, 2027.

	/s/ Vincent S. Capone	04/27/2026
	** 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)