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

Rhea-AI Filing Summary

QT Imaging Holdings reported an insider grant of 25,000 stock options to John C. Klock Jr., a director and 10% owner. The options were granted on 08/11/2025 with an exercise price of $1.90 and cover 25,000 underlying shares of common stock. The filing indicates the options are held directly and shows an expiration date of 08/11/2035.

The grant vests over time: one-third vests on August 15, 2026, and the remaining two-thirds vest in eight equal quarterly installments each Nov 15, Feb 15, May 15, and Aug 15, becoming fully vested on August 15, 2028, subject to continued service. The Form 4 was signed by Mr. Klock on 08/13/2025.

Positive

• 25,000 stock options granted to a director and 10% owner, indicating insider alignment with shareholder value
• Time‑based vesting schedule (one‑third on 08/15/2026; fully vested on 08/15/2028) ties benefits to continued service

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director and 10% owner received a time‑vesting option grant, aligning long‑term incentives but not immediately dilutive.

The Form 4 documents a 25,000 stock option grant to John C. Klock Jr. on 08/11/2025 at a $1.90 exercise price, expiring 08/11/2035. The vesting schedule—one‑third on 08/15/2026 and the remainder in eight quarterly installments through 08/15/2028—ties full benefit to continued service, which is standard for retention and alignment. As the reporting person is both a director and a 10% owner, the grant increases insider equity stake and signals internal alignment with shareholder outcomes, though no absolute materiality assessment can be made from the filing alone.

Compensation Analyst

TL;DR: The award is a conventional time‑based option grant with a ten‑year term and multi‑year vesting, consistent with retention-focused compensation.

The disclosed derivative is a stock option contract for 25,000 shares with an exercise price of $1.90 and a stated expiration of 08/11/2035. Vesting provisions described in the explanation create a staged incentive through mid‑2028. From a compensation design perspective, this structure encourages continued service and aligns pay with potential future share price appreciation; the Form 4 does not provide company‑level context (outstanding shares or percent dilution), so materiality cannot be judged solely from this filing.

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^*

KLOCK JOHN C JR

(Last) (First) (Middle)

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. [ QTI ]

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

X	Director	X	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/ John C. Klock, Jr.	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 did QT Imaging (QTI) disclose in this Form 4?

The company reported that director and 10% owner John C. Klock Jr. was granted 25,000 stock options on 08/11/2025 with an exercise price of $1.90.

When do the options vest for John C. Klock Jr. (QTI)?

Vesting: one‑third on August 15, 2026, then the remaining two‑thirds in eight equal quarterly installments each Nov 15, Feb 15, May 15, and Aug 15, fully vested on August 15, 2028.

What is the term or expiration date of the options disclosed by QTI?

The Form 4 lists an expiration date of 08/11/2035 for the option grant.

How many shares underlie the derivative security in the QTI filing?

The derivative security covers 25,000 underlying shares of common stock.

Who filed the Form 4 for QTI and when was it signed?

The Form 4 was filed by reporting person John C. Klock Jr. and signed on 08/13/2025.