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Spectral AI director reports new stock grants

A Spectral AI director reported new common stock awards and detailed option and RSU positions, expanding his equity exposure to MDAI.

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Form Type
4

Rhea-AI Filing Summary

Spectral AI, Inc. (MDAI) director John Michael DiMaio reported acquiring 21,012 shares of common stock on September 21, 2026 at a weighted average price of $1.69 per share and 10,988 shares on September 18, 2026 at a weighted average price of $1.61 per share, each as a grant or award acquisition. He also reports direct holdings of incentive stock options and non-qualified stock options over common stock, including options with exercise prices of $1.67 expiring May 15, 2034 and $1.25 expiring April 23, 2035, plus 100,000 restricted stock units tied to vesting dates in 2026 and 2027.

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Insider DiMaio John Michael
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 21,012 $1.69 $36K
Grant/Award Common Stock F1 10,988 $1.61 $18K
holding ISO F2 -- -- --
holding ISO F3 -- -- --
holding NQSO F4 -- -- --
holding Restricted Stock Unit F5 -- -- --
Holdings After Transaction: Common Stock — 2,830,847 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 shares acquired September 21, 2026 21,012 shares at $1.69 per share Grant/award acquisition of Spectral AI common stock
Common shares acquired September 18, 2026 10,988 shares at $1.61 per share Grant/award acquisition of Spectral AI common stock
ISO position at $1.67, expiring May 15, 2034 5,292 underlying shares Incentive stock options over Spectral AI common stock
Additional ISO position at $1.67, expiring May 15, 2034 20,352 underlying shares Incentive stock options fully vested as of reporting date
NQSO position at $1.25, expiring April 23, 2035 250,000 underlying shares 100,000 options vested; 150,000 vest upon milestones
Restricted Stock Units 100,000 underlying shares at $1.84 50% vested April 20, 2026; 50% vest April 1, 2027
Incentive stock options financial
"He also reports direct holdings of incentive stock options and non-qualified stock options"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
Non-qualified stock options financial
"incentive stock options and non-qualified stock options over common stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Restricted Stock Unit financial
"Restricted Stock Unit holdings in MDAI does John Michael DiMaio report"
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
"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.
milestones financial
"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 equity transactions did MDAI director John Michael DiMaio report on this Form 4?

He reported acquiring 21,012 shares of Spectral AI common stock on September 21, 2026 at a weighted average price of $1.69 per share and 10,988 shares on September 18, 2026 at a weighted average price of $1.61 per share, both classified as grant or award acquisitions.

Were John Michael DiMaio’s reported MDAI transactions made under a Rule 10b5-1 plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and no footnote describes a trading plan, so the transactions are reported without reference to a Rule 10b5-1 or similar pre-arranged plan.

What stock option positions for MDAI does John Michael DiMaio report holding?

He reports incentive stock options over 5,292 and 20,352 shares of Spectral AI common stock with a $1.67 exercise price expiring on May 15, 2034, and non-qualified options over 250,000 shares at a $1.25 exercise price expiring on April 23, 2035.

How are the 250,000 non-qualified stock options on MDAI shares vested?

A footnote states that 100,000 of the non-qualified stock options were vested as of the reporting date and the remaining 150,000 options vest upon the achievement of certain milestones.

What restricted stock unit (RSU) holdings in MDAI does John Michael DiMaio report?

He reports 100,000 restricted stock units tied to Spectral AI common stock with an associated value of $1.84. A footnote states that 50% of the RSUs vested on April 20, 2026 and the remaining 50% will vest on April 1, 2027.

What does the weighted average price disclosure mean for the MDAI share acquisitions?

A footnote explains that the reported prices of $1.69 and $1.61 per share are weighted average prices for multiple transactions, and that full information on the number of shares purchased at each separate price within the range will be provided upon request.

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

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Learn about SEC filing dates
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)
09/18/2026
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 Stock09/18/2026A10,988A$1.61(1)2,809,835D
Common Stock09/21/2026A21,012A$1.69(1)2,830,847D
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 DiMaio09/21/2026
** 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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