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

Rhea-AI Filing Summary

Taylor Ross reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings director Taylor Ross received an equity grant of 3,500 shares of Common Stock on March 20, 2026, at no cash cost. Following this award, Ross directly holds 60,578 shares. The grant is in the form of Restricted Stock Units that vest in four equal installments on May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, subject to continued service. All units vest immediately if there is a Change of Control under 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

OMB APPROVAL

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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^*

Taylor Ross

(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								57,078(1)	D
Common Stock	03/20/2026		A		3,500(2)	A	$0.00	60,578	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/ Ross Taylor	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 insider transaction did QT Imaging (QTI) report for Taylor Ross?

QT Imaging reported that director Taylor Ross received a grant of 3,500 shares of Common Stock on March 20, 2026. The award was structured as Restricted Stock Units with no cash purchase price, functioning as equity compensation rather than an open-market stock purchase.

How many QT Imaging (QTI) shares does Taylor Ross hold after this grant?

After the March 20, 2026 grant, Taylor Ross directly holds 60,578 shares of QT Imaging Common Stock. This figure includes the newly awarded 3,500-share equity grant and reflects the company’s 3-for-1 reverse stock split that became effective on October 23, 2025.

What is the vesting schedule for Taylor Ross’s QT Imaging (QTI) RSU award?

The 3,500-share award vests in four equal 25% installments tied to service. Vesting dates are May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, provided Ross continues serving QT Imaging throughout this schedule as specified in the award terms.

What happens to Taylor Ross’s QT Imaging (QTI) RSUs if there is a Change of Control?

All of Taylor Ross’s RSUs immediately vest if QT Imaging undergoes a Change of Control as defined in its 2024 Equity Incentive Plan. This provision accelerates vesting so the entire 3,500-share award becomes fully vested upon such a qualifying corporate transaction or event.

Was Taylor Ross’s QT Imaging (QTI) equity grant an open-market purchase?

No, the Form 4 shows the transaction code as an award, not an open-market purchase. The 3,500 shares were granted at a price of $0.0000 per share, indicating compensation-based Restricted Stock Units instead of shares bought on the public market by the director.

How did QT Imaging’s (QTI) reverse stock split affect Taylor Ross’s reported holdings?

A 3-for-1 reverse stock split effective October 23, 2025, adjusted Taylor Ross’s reported beneficial ownership. The Form 4 footnote explains that the share counts, including the 60,578 total following the award, already reflect the impact of this reverse split on outstanding holdings.