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[Form 3] MDxHealth SA Initial Statement of Beneficial Ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

MDxHealth SA Chief Financial Officer Ron Kalfus reported his existing holdings of share options over ordinary shares. The positions span multiple grants from 2019 to 2025, with strikes set in Euros and U.S. dollars and expirations running from 2029 through 2035.

They include options over 75,000 ordinary shares at an exercise price of $2.62 expiring on June 22, 2034, and 100,000 shares at $1.47 expiring on April 11, 2035. Earlier grants at prices such as 12.40, 8.00, 13.75, 6.84 and 2.90 Euros generally vest in three equal annual installments or upon achieving specified performance criteria evaluated by the Board of Directors.

Positive

  • None.

Negative

  • None.
Insider KALFUS RON
Role Chief Financial Officer
Type Security Shares Price Value
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
holding Share Option -- -- --
Holdings After Transaction: Share Option — 337,362 shares (Direct)
Footnotes (11)
  1. F1. Represents options to purchase ordinary shares at a price per share of 12.40 Euros granted on July 22, 2019 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 24, 2019. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  2. F2. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  3. F3. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
  4. F4. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  5. F5. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
  6. F6. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  7. F7. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
  8. F8. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  9. F9. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
  10. F10. Represents options to purchase ordinary shares at a price per share of $2.62 granted on February 20, 2024 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 22, 2024. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
  11. F11. Represents options to purchase ordinary shares at a price per share of $1.47 granted on March 26, 2025 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on April 11, 2025. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
Option position 75,000 underlying shares Share options expiring June 22, 2034 at $2.62
Exercise price $2.62 per share Option grant dated February 20, 2024; expires June 22, 2034
Option position 100,000 underlying shares Share options expiring April 11, 2035 at $1.47
Exercise price $1.47 per share Option grant dated March 26, 2025; expires April 11, 2035
Euro strike price 12.40 Euros per share Options granted July 22, 2019; three-year installment vesting
Euro strike price 2.90 Euros per share Options granted March 21, 2023 with installment and performance vesting
Share Option financial
"security_title: "Share Option" and underlying security title "Ordinary Shares""
ordinary shares financial
"Represents options to purchase ordinary shares at a price per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
extraordinary general shareholders' meeting financial
"issued pursuant to a resolution of an extraordinary general shareholders' meeting"
A meeting of a company's shareholders called outside the regular annual meeting to decide urgent or special matters that cannot wait for the annual gathering. Like an emergency town hall, it is used to vote on significant issues such as large mergers, changes to the board, amendments to corporate bylaws, or major financing decisions, and it matters to investors because the outcomes can quickly change a company’s strategy, ownership structure, or financial prospects.
vest in three equal installments financial
"The options vest in three equal installments on each of the first three anniversaries"
performance criteria financial
"vested upon the achievement of certain Company performance criteria evaluated by the Board"

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
KALFUS RON
(Last)(First)(Middle)
CAP BUSINESS CENTER
ZONE INDUSTRIELLE DES HAUTS-SARTS
(Street)
HERSTALBELGIUM4040
(City)(State)(Zip)
BELGIUM
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
MDxHealth SA [ MDXH ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (1)07/24/2029Ordinary Shares20,000(1)D
Share Option (2)07/15/2030Ordinary Shares17,350(2)D
Share Option (3)07/15/2030Ordinary Shares13,012(3)D
Share Option (4)07/03/2031Ordinary Shares20,000(4)D
Share Option (5)07/03/2031Ordinary Shares20,000(5)D
Share Option (6)08/03/2032Ordinary Shares20,000(6)D
Share Option (7)08/03/2032Ordinary Shares20,000(7)D
Share Option (8)06/30/2033Ordinary Shares20,000(8)D
Share Option (9)06/30/2033Ordinary Shares12,000(9)D
Share Option (10)06/22/2034Ordinary Shares75,000$2.62D
Share Option (11)04/11/2035Ordinary Shares100,000$1.47D
Explanation of Responses:
1. Represents options to purchase ordinary shares at a price per share of 12.40 Euros granted on July 22, 2019 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 24, 2019. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
2. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
3. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
4. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
5. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
6. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
7. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
8. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
9. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
10. Represents options to purchase ordinary shares at a price per share of $2.62 granted on February 20, 2024 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 22, 2024. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
11. Represents options to purchase ordinary shares at a price per share of $1.47 granted on March 26, 2025 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on April 11, 2025. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
/s/ Mark Busch, as attorney-in-fact for Ron Kalfus04/13/2026
** 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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR