QT Imaging (QTI) director receives 3,500-share RSU stock award

Rhea-AI Filing Summary

GREENE JAMES S reported acquisition or exercise transactions in this Form 4 filing.

QT IMAGING HOLDINGS, INC. director James S. Greene reported an equity award of 3,500 shares of Common Stock, bringing his direct holdings to 3,500 shares. The award is structured as Restricted Stock Units that vest 25% on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, subject to his continued service. All RSUs will fully vest immediately if there is a Change of Control as defined in the company’s 2024 Equity Incentive Plan.

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

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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 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	03/20/2026		A		3,500(1)	A	$0.00	3,500	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. 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/ James S. Greene	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 James S. Greene report in this Form 4?

Director James S. Greene reported receiving an equity award of 3,500 shares of QT Imaging Common Stock. These are structured as Restricted Stock Units that vest over time, increasing his direct ownership stake in the company as the units vest.

How many QT Imaging (QTI) shares does James S. Greene hold after the award?

After the reported award, James S. Greene directly holds 3,500 shares of QT Imaging Common Stock. This reflects the full amount of the granted Restricted Stock Units as reported, subject to the stated vesting schedule and continued service conditions.

What is the vesting schedule for James S. Greene’s QT Imaging RSU award?

The 3,500 Restricted Stock Units vest in four equal installments of 25% each. Vesting dates are May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, and each tranche requires James S. Greene’s continued service to the company.

What happens to James S. Greene’s QT Imaging RSUs if there is a Change of Control?

All of James S. Greene’s Restricted Stock Units will immediately vest upon a Change of Control of QT Imaging Holdings, Inc. Change of Control is defined in the company’s 2024 Equity Incentive Plan, which governs the treatment of these awards in such an event.

Was James S. Greene’s QT Imaging stock award an open-market purchase?

No, the filing classifies the transaction as a grant or award of 3,500 shares, with a reported price of $0.0000 per share. This indicates a compensation-related equity grant, not an open-market purchase executed at a trading price.

Is James S. Greene’s QT Imaging ownership direct or through another entity?

The filing lists James S. Greene’s ownership of the 3,500 QT Imaging shares as direct. There is no indication in the provided footnote that the shares are held through a trust, LLC, or other indirect entity structure.