QTI CEO Raluca Dinu Receives 25,000 Options with Multi‑Year Vesting

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. reporting person Dr. Raluca Dinu, who serves as Chief Executive Officer and a director, was granted 25,000 stock options on 08/11/2025. The options have an exercise price of $1.90 and a stated expiration date of 08/11/2035, and are reported as directly owned following the grant.

The grant vests over roughly three years: one-third vests on August 15, 2026, and the remaining two-thirds vest in eight equal quarterly installments on each November 15, February 15, May 15 and August 15, with full vesting on August 15, 2028, subject to continued service. The award ties management compensation to future equity performance and would create dilution if exercised.

Positive

• Management alignment: Grant ties CEO compensation to future equity performance through time‑vested options.
• Retention focus: Multi‑year vesting schedule supports executive retention through August 15, 2028.

Negative

• Potential dilution: Exercise of the options would increase outstanding shares by 25,000, diluting existing holders.
• Time‑based vesting only: The award is structured on service milestones rather than explicit performance conditions.

Insights

Corporate Governance Expert

TL;DR: A routine time‑based option grant to the CEO aligns incentives but is largely a standard compensation action with limited immediate market impact.

The filing discloses a direct award of 25,000 options to the CEO with a $1.90 exercise price and a 10‑year contractual term. Vesting is purely time‑based, with clear milestone dates and full vesting in 2028 subject to continued service. From a governance perspective, the grant is conventional: it fosters retention and alignment with shareholders but contains no disclosed performance conditions that would explicitly tie payout to company metrics.

Executive Compensation Analyst

TL;DR: The award is a standard long‑term incentive: modest absolute size, multi‑year vesting, and potential dilution when exercised.

The option grant of 25,000 shares at $1.90 with time‑based vesting over three years is consistent with retention and long‑term incentive practices. The exercise price and 10‑year term give the holder extended optionality. Materiality for investors depends on the company’s share count, which is not provided; on its face, this appears to be a routine, non‑accelerating equity award rather than a transformational transaction.

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^*

Dinu Raluca

(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)
	Chief Executive Officer

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. Raluca Dinu	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.
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FAQ

What did QT Imaging (QTI) disclose in this Form 4 filing?

The filing reports that Dr. Raluca Dinu, CEO and director, was granted 25,000 stock options on 08/11/2025 with an $1.90 exercise price and a 2035 expiration.

When do the 25,000 options granted to the QTI CEO vest?

One‑third vests on August 15, 2026, and the remaining two‑thirds vest in eight equal quarterly installments on subsequent Nov 15/Feb 15/May 15/Aug 15 dates, fully vesting on August 15, 2028, subject to continued service.

What is the exercise price and term of the options reported for QTI?

The options have an exercise price of $1.90 and an indicated expiration/term through 08/11/2035.

Does the Form 4 indicate whether the CEO owns the options directly or indirectly?

The filing shows the options are beneficially owned directly (D) by the reporting person following the reported transaction.

Are there performance conditions tied to the option vesting for QTI's CEO?

The filing describes a time‑based vesting schedule and does not disclose any performance‑based conditions for vesting.