Spectral AI Inc. SEC Filings

Spectral AI, Inc. director Marion Ann Snyder reported an equity award and updated her holdings in company stock and derivatives. On April 24, 2026, she received a grant of 25,000 shares of Common Stock, recorded at a price of $0.0000 per share, bringing her direct common stock ownership to 25,000 shares.

She also holds vested non-qualified stock options over 17,717, 50,000, and 13,568 shares of Common Stock with exercise prices of $1.27, $1.25, and $1.67 per share, expiring between 2034 and 2035, plus 25,000 restricted stock units tied to Common Stock, with 50% vesting on April 20, 2026 and the remaining 50% scheduled for April 1, 2027.

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.

Spectral AI, Inc. detailed an employment agreement with Chief Executive Officer Vincent S. Capone, effective with his previously announced appointment. He will receive a $500,000 annual base salary and is eligible for an annual bonus of up to 100% of salary, but no less than $250,000, based on Board‑set milestones.

Capone will be granted 200,000 RSUs under the 2023 Long Term Incentive Plan, with 50% vesting on April 1, 2026 and 50% on April 1, 2027, and all RSUs vesting immediately before a change of control. If terminated without cause or he resigns for good reason, he is entitled to 12 months of salary, continued benefits participation, and accelerated vesting of equity, subject to a release of claims.

Spectral AI, Inc. is asking stockholders to approve the reservation and potential issuance of up to 8,000,000 shares of common stock to Hudson Bay Master Fund under an existing October 2025 securities purchase agreement. The proxy also covers electing five directors and ratifying Forvis Mazars, LLP as auditor for 2026. The Hudson Bay deal already included the sale of 3,065,000 shares at $1.90, 4,000,000 warrants at a $2.51 exercise price and 935,000 pre-funded warrants, and could further dilute current holders if fully exercised.

Spectral AI, Inc. appointed David McGuire, CPA, as Chief Financial Officer effective May 4, 2026. He brings over 20 years of finance and accounting experience, including senior roles at Solo Brands and EZCORP and a 14-year career at Ernst & Young.

McGuire will receive a $330,000 annual salary, an annual target bonus of up to 30% of salary, and a minimum guaranteed $50,000 bonus for 2026 if he remains employed through six months. His package includes a $10,000 sign-on bonus, eligibility for a 401(k) with a company match, paid time off, and participation in standard benefits.

Subject to board approval, he will be granted stock options to acquire 150,000 common shares at the start-date market price, vesting annually over three years with full vesting upon a change of control. If terminated without cause or he resigns for defined good reason, he is eligible for three months of salary, continued benefits support, and accelerated vesting of equity, conditioned on a release of claims.

Spectral AI, Inc. director John Michael DiMaio reported a stock award of 7,619 shares of Common Stock at $1.58 per share. After this grant, he directly owns 2,511,227 common shares. The award is classified as a grant or other acquisition rather than an open-market purchase.

He also holds incentive stock options and non-qualified stock options over additional Common Stock. Two ISO grants cover 5,292 and 20,352 underlying shares at an exercise price of $1.67, expiring in 2034, and one NQSO grant covers 250,000 underlying shares at $1.25, expiring in 2035. Footnotes state that some options are already fully vested and others vest monthly or upon achieving specified milestones.

Spectral AI, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on May 29, 2026

The agenda includes election of five directors, ratification of Forvis Mazars, LLP as independent auditors, and approval under Nasdaq Rule 5635(d) to reserve and issue up to 8,000,000 shares of Common Stock in connection with a Securities Purchase Agreement with Hudson Bay Master Fund Ltd. The Purchase Agreement (signed October 22, 2025) originally sold 3,065,000 shares at $1.90 per share and accompanying warrants and pre-funded warrants that could result in issuance of up to 8,000,000 shares; an Exchange Cap limits issuance without further stockholder consent to 5,522,016 shares. Shares outstanding were 31,823,985 as of April 1, 2026. The meeting materials also disclose board composition, director independence determinations, executive officer appointments (CEO appointment of Vincent Capone effective February 9, 2026), executive and director compensation details, and equity plan reserves under the 2023 Long Term Incentive Plan.

Spectral AI, Inc. Chief Executive Officer Vincent S. Capone reported receiving an award of 16,750 shares of Common Stock at a reported price of $1.52 per share. Following this equity grant, he directly holds 186,450 Common shares.

He also reports several stock option positions over Common Stock, including incentive and non-qualified stock options with exercise prices between $1.20 and $5.54 per share, expiring between 2032 and 2035. Footnotes indicate certain options are fully vested and others vest over time or upon milestones.

Spectral AI, Inc. reported 2025 fourth-quarter and full-year results and introduced 2026 revenue guidance. Research & Development revenue was $3.8 million in Q4 2025 versus $7.6 million a year earlier and $19.7 million for FY 2025 versus $29.6 million, reflecting lower reimbursed BARDA contract costs after an FDA De Novo submission.

Q4 2025 net income was $0.6 million, or $0.02 per diluted share, compared with a net loss of $7.7 million, helped by a $4.0 million gain in warrant liability fair value. Full-year 2025 net loss narrowed to $7.6 million from $15.3 million as general and administrative expenses fell to $17.5 million from $19.9 million. Cash increased to $15.4 million at December 31, 2025, from $5.2 million a year earlier, supported by equity and debt financings and warrant and option exercises. The company highlighted previously announced $31.7 million in additional non-dilutive BARDA funding, bringing total committed BARDA support under its current contract to $54.9 million within a contract valued at up to $150.0 million. For 2026, Spectral AI forecasts approximately $18.5 million of revenue, primarily from continued DeepView System development under the BARDA PBS Contract, excluding any material contribution from burn-indication product sales.