[Form 4] QT Imaging Holdings, Inc. Common Stock Insider Trading Activity

Rhea-AI Filing Summary

Daniel H. Dickson, a director of QT Imaging Holdings, Inc. (QTI), was granted a stock option to purchase 25,000 shares at an exercise price of $1.90 per share on 08/11/2025. The option is a direct holding, shows an expiration date of 08/11/2035, and is subject to a time-based vesting schedule: one-third vests on August 15, 2026, with the remaining two-thirds vesting in eight equal quarterly installments each November 15, February 15, May 15 and August 15, so the grant will be fully vested on August 15, 2028, contingent on continued service.

Insights

Compensation Analyst

TL;DR Routine director option grant: 25,000 options at $1.90 with multi-year vesting; typical long-term incentive structure.

The filing documents a time-based stock option award of 25,000 shares to Director Daniel H. Dickson with an exercise price of $1.90 and an apparent expiration date of 08/11/2035. Vesting begins one year after grant with a one-third tranche and continues in quarterly installments until fully vested on August 15, 2028, conditional on continued service. This structure aligns with common long-term incentive practices for non-employee directors and ties potential value to future equity performance rather than immediate cash compensation.

Corporate Governance Expert

TL;DR Standard insider disclosure: director received a direct option grant with explicit vesting and expiration terms disclosed.

The Form 4 shows the director as the reporting person and records a direct beneficial ownership change via a stock option grant. The filing provides clear vesting milestones and an expiration date, fulfilling disclosure requirements for Section 16 insiders. The information is procedural and does not indicate departures, policy changes, or related-party transactions beyond the standard equity award to a director.

SEC Form 4

FORM 4

UNITED 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
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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^*

DICKSON DANIEL H

(Last) (First) (Middle)

C/O QT IMAGING HOLDINGS, INC.

3 HAMILTON LANDING SUITE 160

(Street)

NOVATO CA 94949

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.9	08/11/2025		A		25,000		(1)	08/11/2035	Common Stock	25,000	$0	25,000	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 continued service with the Issuer through each vesting date.

	/s/ Daniel H. Dickson	08/13/2025
	** 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 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.

FAQ

What insider transaction did Daniel H. Dickson report for QTI?

He reported a grant of 25,000 stock options to purchase common stock of QT Imaging Holdings.

What is the exercise price and expiration for the 25,000 QTI options?

Exercise price: $1.90 per share; Expiration date: 08/11/2035 (as shown on the Form 4).

When do the QTI options granted to Daniel H. Dickson vest?

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

How is the ownership of the granted QTI options reported?

Ownership form: Direct beneficial ownership (reported as "D" on the Form 4).

What was the transaction date recorded on the Form 4 for this QTI grant?

Transaction date: 08/11/2025 (the date shown for the option grant on the Form 4).