Spectral AI (MDAI) director DiMaio granted 44K shares, holds large RSU and option awards

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio reported compensation-related equity awards in common stock and options. He received three grants of common stock totaling 44,000 shares on June 24–29, 2026 at prices ranging from $1.69 to $1.74 per share, bringing his direct common stock holdings to 2,731,847 shares.

He also holds equity incentives in derivative form: 100,000 underlying shares via restricted stock units with an exercise price of $1.84 per share expiring on April 20, 2036, 250,000 underlying shares via non-qualified stock options at $1.25 per share expiring on April 23, 2035, and two incentive stock option positions over 20,352 and 5,292 underlying shares at $1.67 per share expiring on May 15, 2034. Footnotes state that some options were fully vested on issuance, others were fully vested as of the filing date, and part of one grant vests upon achieving specified milestones, while the RSUs vest in two equal tranches on April 20, 2026 and April 1, 2027.

Insights

Insider trading and executive compensation analyst

Director received stock and option awards, with no reported share sales.

Director John Michael DiMaio acquired 44,000 shares of Spectral AI, Inc. common stock through awards at prices between $1.69 and $1.74 per share. These are coded as grants rather than open-market purchases, making them standard equity compensation instead of active buying.

He now directly owns 2,731,847 common shares and holds additional equity through restricted stock units and stock options over more than 375,000 underlying shares. Exercise prices range from $1.25 to $1.84 per share with expirations from 2034 to 2036, indicating long-dated incentives aligned with company performance.

Footnotes describe immediate vesting for some options, full vesting as of the reporting date for others, and milestone-based vesting for part of a 150,000-option block, while RSUs vest in two tranches on April 20, 2026 and April 1, 2027. With no sales reported and routine award structures, this filing appears neutral in signaling terms and mainly updates DiMaio’s compensation and ownership profile.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider DiMaio John Michael

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	15,000	$1.73	$26K
Grant/Award	Common Stock	14,700	$1.69	$25K
Grant/Award	Common Stock	14,300	$1.74	$25K
holding	ISO	--	--	--
holding	ISO	--	--	--
holding	NQSO	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Common Stock — 2,731,847 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, 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 vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.

Key Figures

Stock grant 1: 15,000 shares at $1.73 Stock grant 2: 14,700 shares at $1.69 Stock grant 3: 14,300 shares at $1.74 +4 more

7 metrics

Stock grant 1 15,000 shares at $1.73 Common stock award on June 29, 2026

Stock grant 2 14,700 shares at $1.69 Common stock award on June 25, 2026

Stock grant 3 14,300 shares at $1.74 Common stock award on June 24, 2026

Common shares held 2,731,847 shares Direct common stock ownership after awards

RSU position 100,000 underlying shares at $1.84 Restricted Stock Unit, expires April 20, 2036

NQSO position 250,000 underlying shares at $1.25 Non-qualified stock option, expires April 23, 2035

ISO positions 20,352 and 5,292 shares at $1.67 Incentive stock options, expire May 15, 2034

Key Terms

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

5 terms

Restricted Stock Unit financial

"Restricted Stock Unit position with 100,000 underlying common shares at $1.84."

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

"NQSO over 250,000 underlying common shares at a $1.25 exercise price."

ISO financial

"ISO awards covering 20,352 and 5,292 underlying common shares at $1.67."

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

"A footnote notes the price reported 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.

vesting financial

"Footnotes describe 100% vesting on issuance and milestone-based vesting for some options."

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 →

Available on EDGAR 06/29/2026 - 04:02 PM Accepted by SEC EDGAR 06/29/2026 - 04:01 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)
06/24/2026

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	06/24/2026		A		14,300	A	$1.74(1)	2,702,147	D
Common Stock	06/25/2026		A		14,700	A	$1.69(1)	2,716,847	D
Common Stock	06/29/2026		A		15,000	A	$1.73(1)	2,731,847	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	06/29/2026
	** 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)

FAQ

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

John Michael DiMaio reported equity awards in Spectral AI common stock, not open-market trades. He received three stock grants totaling 44,000 shares and updated his derivative holdings in restricted stock units and stock options, reflecting changes in his overall compensation-based ownership position.

How many Spectral AI (MDAI) shares does John Michael DiMaio own after these transactions?

After the reported awards, John Michael DiMaio directly holds 2,731,847 shares of Spectral AI common stock. This figure comes from the post-transaction totals shown for his non-derivative holdings and reflects only directly owned common shares, separate from derivative equity awards.

Were there any stock sales or open-market purchases in this Spectral AI (MDAI) Form 4?

The Form 4 shows no stock sales or open-market purchases. All coded transactions in common stock are "A" entries, described as grants or awards, and transaction summaries list zero buy and sell shares, indicating routine compensation awards rather than trading activity.

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

He holds restricted stock units over 100,000 underlying shares at $1.84, non-qualified stock options over 250,000 shares at $1.25, and incentive stock options over 20,352 and 5,292 shares at $1.67. These positions expire between 2034 and 2036, providing long-term equity exposure.

How do the restricted stock units for Spectral AI (MDAI) vest for John Michael DiMaio?

Footnotes state that 50% of the RSUs vested on April 20, 2026, with the remaining 50% scheduled to vest on April 1, 2027. This creates a two-step vesting schedule tied to specific dates rather than performance-based triggers for these 100,000 underlying shares.

Are any of John Michael DiMaio’s Spectral AI (MDAI) stock options subject to performance milestones?

Yes. A footnote explains that, within one option grant, 100,000 stock options were vested as of the reporting date, while 150,000 additional options vest upon achievement of certain milestones. This means part of his option package depends on meeting specified performance conditions.