QT Imaging CEO awarded new stock grants

Dinu Raluca reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dinu Raluca reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings, Inc. reported that Chief Executive Officer Raluca Dinu received equity awards of common stock as compensation. On March 20, 2026, she was granted 3,500, 500,000, and 16,000 shares of common stock at a price of $0.00 per share under the company’s equity plan.

After these awards, the filing shows she directly owns 908,845 common shares. Footnotes explain these are restricted stock units with vesting schedules running from May 15, 2026 through dates as late as February 15, 2030 or May 15, 2029, with full acceleration upon a qualifying Change of Control.

Insider Trade Summary

Grant/Award: 519,500 shares

Grant/Award 4 txns

Insider Dinu Raluca

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,500	$0.00	$0.00
Grant/Award	Common Stock	500,000	$0.00	$0.00
Grant/Award	Common Stock	16,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,298,190 shares (Direct)

Footnotes (4)

1. F1. The number of shares beneficially owned reflects the 3-for-1 reverse stock split effected October 23, 2025.
2. F2. Subject to the Reporting Person's continued service to QT Imaging Holdings, Inc. (the "Company"), twenty-five percent of this Restricted Stock Unit will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.
3. F3. Subject to the Reporting Person's continued service to the Company, the Restricted Stock Unit shall vest quarterly over sixteen equal quarterly installments beginning on May 15, 2026 and on each subsequent August 15, November 15, February 15, and May 15, such that the grant will be fully vested on February 15, 2030; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.
4. F4. Subject to the Reporting Person's continued service to the Company, one-third of this Restricted Stock Unit will vest on May 15, 2027, and the remaining two-thirds will vest in eight equal quarterly installments on each subsequent August 15, November 15, February 15, and May 15, such that the grant will be fully vested on May 15, 2029; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.

FAQ

What insider transaction did QT Imaging (QTI) report for CEO Raluca Dinu?

QT Imaging reported that CEO Raluca Dinu received multiple stock grants of common shares on March 20, 2026. These are compensation-related awards, not open-market purchases, and increase her direct equity stake in QT Imaging Holdings, Inc.

How many QT Imaging (QTI) shares were granted to the CEO in this Form 4?

The CEO received grants of 3,500, 500,000, and 16,000 QT Imaging common shares. All shares were granted at an effective price of $0.00 per share as equity compensation, according to the Form 4 disclosure.

What is CEO Raluca Dinu’s QT Imaging (QTI) share ownership after these grants?

Following the reported grants, the Form 4 shows CEO Raluca Dinu directly owning 908,845 shares of QT Imaging common stock. This figure reflects her updated direct beneficial ownership immediately after the March 20, 2026 equity awards.

How do the QT Imaging (QTI) restricted stock units for the CEO vest?

The filing states the CEO’s restricted stock units vest over time, beginning on May 15, 2026. Different grants vest quarterly or in tranches through February 15, 2030 or May 15, 2029, contingent on her continued service to the company.

What happens to QT Imaging (QTI) CEO equity awards if there is a Change of Control?

The footnotes explain that all shares under these restricted stock units will immediately vest upon a qualifying Change of Control, as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan, accelerating the remaining unvested awards.

Did QT Imaging (QTI) note any stock split affecting the CEO’s reported holdings?

Yes. A footnote states the number of shares beneficially owned reflects a 3-for-1 reverse stock split that became effective on October 23, 2025. The reported ownership numbers are already adjusted for this reverse split.

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Accepted by SEC EDGAR 03/24/2026 - 09:30 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 94949

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Stock								389,345(1)	D
Common Stock	03/20/2026		A		3,500(2)	A	$0.00	392,845	D
Common Stock	03/20/2026		A		500,000(3)	A	$0.00	892,845	D
Common Stock	03/20/2026		A		16,000(4)	A	$0.00	908,845	D

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

Explanation of Responses:

1. The number of shares beneficially owned reflects the 3-for-1 reverse stock split effected October 23, 2025.

2. Subject to the Reporting Person's continued service to QT Imaging Holdings, Inc. (the "Company"), twenty-five percent of this Restricted Stock Unit will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.

3. Subject to the Reporting Person's continued service to the Company, the Restricted Stock Unit shall vest quarterly over sixteen equal quarterly installments beginning on May 15, 2026 and on each subsequent August 15, November 15, February 15, and May 15, such that the grant will be fully vested on February 15, 2030; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.

4. Subject to the Reporting Person's continued service to the Company, one-third of this Restricted Stock Unit will vest on May 15, 2027, and the remaining two-thirds will vest in eight equal quarterly installments on each subsequent August 15, November 15, February 15, and May 15, such that the grant will be fully vested on May 15, 2029; all shares under this Restricted Stock Unit shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan) of the Company.

	/s/ Dr. Raluca Dinu	03/24/2026
	** 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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* Form 4: SEC 1474 (03-26)