QT Imaging (QTI) director receives 3,500-share RSU grant with staged vesting

Rhea-AI Filing Summary

DICKSON DANIEL H reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings, Inc. director Daniel H. Dickson reported receiving a grant of 3,500 shares of Common Stock, awarded as restricted stock units at a stated price of $0.0000 per share. Following the award, he directly holds 32,039 Common shares.

According to the vesting terms, subject to his continued service to the company, 25% of the RSUs will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027. All RSUs will vest immediately upon a qualifying Change of Control under the company’s 2024 Equity Incentive Plan. The filing also notes that the reported beneficial ownership reflects a 3-for-1 reverse stock split effective October 23, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DICKSON DANIEL H

Role Director

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

Holdings After Transaction: Common Stock — 32,039 shares (Direct)

Footnotes (1)

1. The number of shares beneficially owned reflects the 3-for-1 reverse stock split effected October 23, 2025. Subject to the Reporting Person's continued service to QT Imaging Holdings, Inc. (the "Company"), twenty-five percent of the Restricted Stock Unit ("RSU") will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027; all RSUs 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.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

DICKSON DANIEL H

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

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								28,539(1)	D
Common Stock	03/20/2026		A		3,500(2)	A	$0.00	32,039	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 the Restricted Stock Unit ("RSU") will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027; all RSUs 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/ Daniel H. Dickson	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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did QT Imaging (QTI) director Daniel H. Dickson report in this Form 4?

He reported an award of 3,500 shares of QT Imaging Common Stock as restricted stock units. These were granted at a stated price of $0.0000 per share and increase his direct holdings to 32,039 shares after the transaction.

How do the new QT Imaging (QTI) restricted stock units vest for Daniel H. Dickson?

The 3,500 RSUs vest in four equal 25% installments on May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027. Vesting is conditioned on his continued service to QT Imaging Holdings, Inc. during this period.

What happens to Daniel H. Dickson’s QT Imaging (QTI) RSUs if there is a Change of Control?

All of his RSUs will immediately vest upon a Change of Control, as defined in QT Imaging Holdings, Inc.’s 2024 Equity Incentive Plan. This accelerates vesting so none of the award remains unvested after such a qualifying corporate event.

How many QT Imaging (QTI) shares does Daniel H. Dickson own after this Form 4 transaction?

After the reported RSU grant of 3,500 shares, he directly holds 32,039 shares of QT Imaging Common Stock. This figure reflects the company’s previously effected 3-for-1 reverse stock split dated October 23, 2025, according to the filing footnotes.

How did QT Imaging’s (QTI) reverse stock split affect the reported holdings in this Form 4?

The filing states that beneficially owned shares reflect a 3-for-1 reverse stock split effective October 23, 2025. This means the share counts shown, including the 32,039 shares held, are already adjusted to account for that corporate action.