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QT Imaging grants 484K stock units to CEO

QT IMAGING HOLDINGS, INC.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

QT IMAGING HOLDINGS, INC. (QTI) disclosed that on August 28, 2026 its Board of Directors, following the Compensation Committee’s recommendation, approved a grant of 484,221 restricted stock units (RSUs) to Chief Executive Officer Dr. Raluca Dinu under the company’s 2024 Amended and Restated Equity Incentive Plan.

Under the related RSU agreement, three-sixteenths of this grant will vest on November 15, 2026. The remaining thirteen-sixteenths will vest in thirteen equal quarterly installments on each subsequent February 15, May 15, August 15, and November 15, with the award becoming fully vested on February 15, 2030, subject to Dr. Dinu’s continued service with the company.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Restricted stock units granted 484,221 RSUs Grant to CEO Dr. Raluca Dinu approved on August 28, 2026
Initial vesting fraction Three-sixteenths of the RSUs Vests on November 15, 2026 under the Dinu RSU Agreement
Remaining vesting installments Thirteen equal quarterly installments For the remaining thirteen-sixteenths of the RSUs
Initial vesting date November 15, 2026 Three-sixteenths of the CEO RSU grant vest
Final vesting date February 15, 2030 Date on which the CEO RSU grant is fully vested
restricted stock units financial
"approved a grant to Dr. Dinu ... of 484,221 restricted stock units"
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.
Equity Incentive Plan financial
"under the Company’s 2024 Amended and Restated Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What new equity award did QT Imaging Holdings (QTI) grant to its CEO?

QT Imaging Holdings granted CEO Dr. Raluca Dinu 484,221 restricted stock units (RSUs) under its 2024 Amended and Restated Equity Incentive Plan, with vesting spread from November 15, 2026 through February 15, 2030, subject to continued service.

How do Dr. Dinu’s 484,221 RSUs at QTI vest over time?

For Dr. Dinu’s 484,221 RSUs, three-sixteenths vest on November 15, 2026. The remaining thirteen-sixteenths vest in thirteen equal quarterly installments on each February 15, May 15, August 15, and November 15, ending on February 15, 2030.

What conditions apply to the CEO RSU grant at QT Imaging Holdings (QTI)?

Vesting of Dr. Dinu’s 484,221 RSUs is subject to her continued service with QT Imaging Holdings through each applicable vesting date, as provided in the 2024 Amended and Restated Equity Incentive Plan and the Dinu RSU Agreement.

Under which plan were the 484,221 RSUs for QTI’s CEO granted?

The 484,221 RSUs granted to CEO Dr. Raluca Dinu were issued under QT Imaging Holdings’ 2024 Amended and Restated Equity Incentive Plan pursuant to a specific Restricted Stock Units Agreement for Dr. Dinu.

When will the CEO’s RSU grant at QTI be fully vested?

The RSU grant to CEO Dr. Raluca Dinu will be fully vested on February 15, 2030, after an initial vesting on November 15, 2026 followed by thirteen equal quarterly installments, assuming continued service through those dates.

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

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false00018445053 Hamilton LandingSuite 160NovatoCA94949415842-7250QTI00018445052026-08-312026-08-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 8-K
_________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 28, 2026
________________________________________________________
QT IMAGING HOLDINGS, INC.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
Delaware001-4083986-1728920
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization)File Number)Identification Number)
3 Hamilton Landing, Suite 160
Novato, CA 94949
(Address of principal executive offices, including Zip Code)
(415) 842-7250
(Registrant's telephone number, including area code)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbols
Name of each exchange
on which registered
Common stock, par value
$0.0001 per share
QTIThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 5.02 Chief Executive Officer Restricted Stock Unit Grant
On August 28, 2026, the Board of Directors (the “Board”) of QT Imaging Holdings, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved a grant to Dr. Dinu, under the Company’s 2024 Amended and Restated Equity Incentive Plan (the “Plan”), of 484,221 restricted stock units (“RSUs”) (the “Dinu Grant”). The Dinu Grant will be subject to the terms of the Plan and its applicable form of Restricted Stock Units Agreement as previously disclosed by the Company (the “Dinu RSU Agreement”). The Dinu RSU Agreement provides that three-sixteenths of the Dinu Grant will vest on November 15, 2026, and the remaining thirteen-sixteenths of the Dinu Grant will vest in thirteen equal quarterly installments on each subsequent February 15, May 15, August 15, and November 15, with the Dinu Grant being fully vested on February 15, 2030, subject to Dr. Dinu’s continued services with the Company through the applicable vesting dates.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:August 31, 2026
By:/s/ Dr. Raluca Dinu
Name:Dr. Raluca Dinu
Title:Chief Executive Officer

Filing Exhibits & Attachments

3 documents