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

Rhea-AI Filing Summary

James S. Greene, a director of QT Imaging Holdings (ticker QTI), was granted 25,000 stock options on 08/11/2025 with an exercise price of $1.90. The options give the right to purchase 25,000 shares of common stock and carry an expiration date of 08/11/2035. The grant vests over time: one-third on August 15, 2026 and the remaining two-thirds in eight equal quarterly installments on each subsequent November 15, February 15, May 15 and August 15, fully vesting on August 15, 2028, subject to continued service. After the reported transaction Mr. Greene directly beneficially owns 25,000 options.

Positive

• 25,000 stock options granted to a director, which aligns leadership incentives with shareholder value
• Clear vesting schedule with time-based milestones through August 15, 2028, supporting retention

Negative

• Potential dilution of 25,000 shares if options are exercised
• No disclosure of total outstanding shares in the filing, preventing assessment of dilution magnitude

Insights

Compensation Analyst

TL;DR: A time-based option award of 25,000 shares with a multi-year vesting schedule aligns the director with long-term shareholder value.

The grant is a typical equity-based retention and incentive tool: 25,000 options at a $1.90 exercise price, expiring 08/11/2035, with vesting completed by 08/15/2028. This structure links pay to future performance and continued service rather than delivering immediate cash compensation. The award creates potential future dilution equal to the exercised shares, but no immediate cash outflow for the company is implied by the disclosure.

Corporate Governance Expert

TL;DR: Routine director equity grant reported on Form 4; materiality appears limited absent outstanding share context.

The Form 4 discloses a standard stock option grant to a director and documents beneficial ownership of 25,000 options. The specified vesting schedule and 10-year term are conventional governance practices to promote retention. The filing provides clear terms but does not include outstanding share counts or percent dilution, which are needed to assess material impact on shareholders.

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^*

GREENE JAMES S

(Last) (First) (Middle)

C/O UPHEALTH, INC.

14000 S. MILITARY TRAIL #203

(Street)

DELRAY BEACH FL 33484

(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/ James S. Greene	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

Who received the option grant reported on the Form 4 for QTI?

James S. Greene, a director of QT Imaging Holdings (QTI).

How many options were granted to the reporting person?

25,000 stock options were granted.

What is the exercise price and expiration date of the options?

The exercise price is $1.90 and the options expire on 08/11/2035.

What is the vesting schedule for the granted options?

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.

How many derivative securities does the reporting person beneficially own after the transaction?

Following the reported transaction the reporting person directly beneficially owns 25,000 options.