Dr. Avi S. Katz Reports Direct 25,000-Option Grant to QT Imaging (QTIH) Form 4

Rhea-AI Filing Summary

QT IMAGING HOLDINGS, INC. [QTIH] reporting person Dr. Avi S. Katz, identified as Chairman and a director, reported an acquisition of 25,000 stock options on 08/11/2025 with an exercise price of $1.90 and an expiration date of 08/11/2035. The filing lists the options as held directly and acquired under Transaction Code "A".

Vesting is defined: one-third vests on August 15, 2026 and the remaining two-thirds vest in eight equal quarterly installments on subsequent November 15, February 15, May 15, and August 15, completing on August 15, 2028, subject to continued service. The form is signed by Dr. Katz on 08/13/2025.

Insights

Securities Analyst

TL;DR: Routine executive option grant with multi-year vesting; disclosure is factual and provides clear timing and pricing.

The Form 4 shows a direct grant of 25,000 stock options to Dr. Avi S. Katz on 08/11/2025 at an exercise price of $1.90, expiring on 08/11/2035. The detailed vesting schedule (one-third on August 15, 2026, then quarterly through August 15, 2028) ties equity realization to continued service. For investors, this is a disclosure of insider compensation and potential future share issuance if options are exercised, but the filing itself contains no disposition or immediate cash impact.

Corporate Governance Expert

TL;DR: Vesting structure emphasizes retention; direct ownership and signed Form 4 improve transparency.

The report identifies Dr. Katz as both Chairman and a director and documents the grant mechanics clearly: 25,000 options, $1.90 strike, staged vesting concluding August 15, 2028, and a 10-year contractual life to 2035. Such terms are consistent with retention-focused equity compensation. The filing is narrowly scoped to this grant and contains no additional governance actions or related-party arrangements.

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

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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^*

Katz Avi S

(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
X	Officer (give title below)		Other (specify below)
	Chairman

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/ Dr. Avi S. Katz	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 the Form 4 for QTIH report?

The Form 4 reports that Dr. Avi S. Katz acquired 25,000 stock options on 08/11/2025 at an exercise price of $1.90.

What is the vesting schedule for the options reported by QTIH?

One-third of the grant vests on August 15, 2026; the remaining two-thirds vest in eight equal quarterly installments on subsequent November 15, February 15, May 15, and August 15, completing on August 15, 2028.

When do the reported options expire according to the filing?

The filing lists an expiration date of 08/11/2035 for the granted options.

How is the ownership form reported for the QTIH transaction?

The options are reported as held directly (Ownership Form: D) by the reporting person.

Who signed the Form 4 and when?

Dr. Avi S. Katz signed the Form 4 on 08/13/2025.