QT Imaging (QTI) Form 3: 325,000 Options, $1.90 Strike, Vesting Through 2028

Rhea-AI Filing Summary

Jay Walter Jennings, identified as a Director and Chief Financial Officer of QT Imaging Holdings (ticker QTI), filed an Initial Statement of Beneficial Ownership on 09/02/2025. The filing discloses a stock option covering 325,000 shares of common stock with an exercise price of $1.90 and an indicated expiration date of 09/02/2035. The option vests one-third on August 15, 2026 with the remaining two-thirds vesting in eight equal quarterly installments and fully vesting on August 15, 2028, subject to continued service.

Positive

• 325,000-share option grant disclosed, providing clear disclosure of executive equity ownership
• Exercise price of $1.90 and expiration date 09/02/2035 are explicitly stated
• Detailed vesting schedule provided: one-third on Aug 15, 2026, fully vested on Aug 15, 2028
• Reporting person identified as Director and Chief Financial Officer, fulfilling Section 16 disclosure

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer/director disclosed a standard service-based option grant that ties senior management incentives to company stock.

The Form 3 confirms that Jay Walter Jennings, serving as both a director and the Chief Financial Officer, beneficially owns a stock option for 325,000 shares with a $1.90 exercise price and a 09/02/2035 expiration. The vesting schedule—one-third on August 15, 2026, then quarterly through August 15, 2028—is time-based and conditioned on continued service. This filing is routine for newly granted equity awards to named officers and satisfies Section 16 reporting obligations.

Compensation Analyst

TL;DR: The disclosed equity award is sizable for an individual and follows a multi-year vesting schedule typical for retention and alignment.

The option covers 325,000 underlying shares at a $1.90 strike with a long-dated expiration (09/02/2035) and a graded vesting schedule completing on August 15, 2028. The structure suggests retention intent and aligns executive pay with future equity performance, but the filing contains no grant valuation, past holdings, or additional compensation terms to assess dilution or cost to shareholders.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Jennings Jay Walter

(Last) (First) (Middle)

C/O QT IMAGING HOLDINGS, INC.

3 HAMILTON LANDING SUITE 160

(Street)

NOVATO CA 94949

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2025

3. Issuer Name and Ticker or Trading Symbol
QT IMAGING HOLDINGS, INC. [ QTIH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	09/02/2035	Common Stock	325,000	$1.9	D

Explanation of Responses:

1. One-third of the grant will vest on August 15, 2026, and the remaining two-thirds will vest in eight equal quarterly installments on each subsequent November 15, February 15, May 15, and August 15, such that the grant will be fully vested on August 15, 2028, subject to your continued service with the Company through each vesting date.

	/s/ Jay Walter Jennings	09/02/2025
	** 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 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.

FAQ

What did Jay Walter Jennings report on Form 3 for QTI?

The filing reports a stock option for 325,000 common shares with a $1.90 exercise price and an indicated expiration of 09/02/2035.

When was the Form 3 filed for QTI by Jay Walter Jennings?

The Form 3 is dated and filed on 09/02/2025.

What is the vesting schedule for the option disclosed by QTI's CFO?

One-third vests on August 15, 2026; the remaining two-thirds vest in eight equal quarterly installments, fully vesting on August 15, 2028, subject to continued service.

What roles does the reporting person hold at QT Imaging (QTI)?

The filer is disclosed as a Director and the company's Chief Financial Officer.

Is the option ownership direct or indirect according to the filing?

The filing indicates Direct (D) ownership for the disclosed stock option.