QT Imaging (QTI) CFO receives 2,800-share stock award vesting through 2029

Rhea-AI Filing Summary

Jennings Jay Walter reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings, Inc. reported that Chief Financial Officer Jay Walter Jennings received a grant of 2,800 shares of common stock on March 20, 2026 as a stock award. The grant price per share was $0.00, and his direct holdings after the award total 2,800 shares.

According to the vesting schedule, one-third of the related restricted stock units vest on May 15, 2027, with the remaining two-thirds vesting in eight equal quarterly installments on each subsequent August 15, November 15, February 15, and May 15, so that the grant is fully vested on May 15, 2029. All such units will immediately vest 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

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^*

Jennings Jay Walter

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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	03/20/2026		A		2,800(1)	A	$0.00	2,800	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"), one-third of the Restricted Stock Unit ("RSU") shall 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 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/ Jay Walter Jennings	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 its CFO?

QT Imaging reported that Chief Financial Officer Jay Walter Jennings received a grant of 2,800 shares of common stock at a grant price of $0.00 per share. Following this award, his directly held common stock position shown in the filing totals 2,800 shares.

When do the CFO’s restricted stock units vest at QT Imaging (QTI)?

One-third of the restricted stock units vest on May 15, 2027, assuming continued service. The remaining two-thirds vest in eight equal quarterly installments on subsequent August 15, November 15, February 15, and May 15 dates, with the entire grant fully vested on May 15, 2029.

How many QT Imaging (QTI) shares are covered by the CFO’s latest award?

The award covers 2,800 shares of QT Imaging common stock reported as a grant or award acquisition. After this transaction, the filing shows the CFO holding 2,800 shares directly, reflecting the entire amount associated with this reported stock award.

Is the QT Imaging (QTI) CFO’s Form 4 transaction a purchase or a grant?

The transaction is classified as a grant, award, or other acquisition, not an open-market purchase. The Form 4 identifies it with transaction code A, indicating a compensatory stock award rather than a cash-funded share purchase in the market.

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

All related restricted stock units will immediately vest if there is a Change of Control of QT Imaging Holdings, Inc., as defined in the company’s 2024 Equity Incentive Plan. This accelerates vesting so the entire grant becomes fully vested upon such an event.

What does the QT Imaging (QTI) Form 4 say about the CFO’s ownership after the award?

The Form 4 shows total shares of common stock following the transaction at 2,800, held directly by the CFO. This figure represents his reported direct common stock position immediately after the recorded grant or award acquisition on March 20, 2026.