QT Imaging CEO granted 484K restricted stock units

QT IMAGING HOLDINGS, INC.

Rhea-AI Filing Summary

QT IMAGING HOLDINGS, INC. (QTI) reported that Chief Executive Officer and director Raluca Dinu acquired 484,221 shares of common stock via a grant of Restricted Stock Units. Following this award, she holds 1,393,066 common shares directly.

The RSU vests over time subject to her continued service: three-sixteenths vests on November 15, 2026, and the remaining thirteen-sixteenths in 13 equal quarterly installments on each February 15, May 15, August 15, and November 15, with the award fully vested on February 15, 2030. All shares under this RSU immediately vest upon a Change of Control as defined in the company’s Amended and Restated 2024 Equity Incentive Plan.

Insider Trade Summary

Grant/Award: 484,221 shares

Grant/Award 1 txn

Insider Dinu Raluca

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	484,221	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,393,066 shares (Direct)

Footnotes (1)

1. F1. Subject to the Reporting Person's continued service to QT Imaging Holdings, Inc. (the "Company"), three-sixteenths of this Restricted Stock Unit ("RSU") will vest on November 15, 2026, and the remaining thirteen-sixteenths will vest in thirteen equal quarterly installments on each subsequent February 15, May 15, August 15, and November 15, such that the RSU will be fully vested on February 15, 2030; all shares under this RSU shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. Amended and Restated 2024 Equity Incentive Plan) of the Company.

Key Figures

RSUs granted: 484,221 shares Shares owned after transaction: 1,393,066 shares Grant price per share: $0.00 per share +4 more

7 metrics

RSUs granted 484,221 shares Restricted Stock Unit award of common stock to CEO on 2026-08-28

Shares owned after transaction 1,393,066 shares Direct common stock holdings of CEO following the RSU grant

Grant price per share $0.00 per share Compensation-related RSU grant with no cash exercise price

Initial vesting fraction 3/16 of RSU Portion of RSU vesting on November 15, 2026, subject to continued service

Remaining vesting fraction 13/16 of RSU To vest in 13 equal quarterly installments after November 15, 2026

Final vesting date February 15, 2030 Date on which the RSU is scheduled to be fully vested, absent earlier Change of Control

Quarterly vesting installments 13 installments Equal quarterly vesting on each February 15, May 15, August 15, and November 15

Key Terms

Restricted Stock Unit, Change of Control, Equity Incentive Plan

3 terms

Restricted Stock Unit financial

"three-sixteenths of this Restricted Stock Unit ("RSU") will vest"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Change of Control financial

"all shares under this RSU shall immediately vest in the event of a Change of Control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Equity Incentive Plan financial

"as defined in the QT Imaging Holdings, Inc. Amended and Restated 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What insider transaction did QTI report for CEO Raluca Dinu?

QTI reported that CEO Raluca Dinu received a grant of 484,221 Restricted Stock Units on common stock. This was an acquisition by award (no cash price), increasing her direct holdings to 1,393,066 common shares after the transaction.

How many QTI shares does the CEO hold after this Form 4 transaction?

After the reported RSU grant, CEO Raluca Dinu directly holds 1,393,066 shares of QT IMAGING HOLDINGS, INC. common stock, as stated in the Form 4’s post-transaction ownership column.

What is the vesting schedule for the 484,221 QTI RSUs granted to the CEO?

The RSU vests as follows: three-sixteenths vests on November 15, 2026; the remaining thirteen-sixteenths vests in 13 equal quarterly installments on each February 15, May 15, August 15, and November 15, with full vesting on February 15, 2030, subject to continued service.

Is the QTI CEO’s RSU grant subject to accelerated vesting on a change of control?

Yes. The footnote states that all shares under this RSU immediately vest upon a Change of Control of QT IMAGING HOLDINGS, INC., as that term is defined in the company’s Amended and Restated 2024 Equity Incentive Plan.

Was the QTI CEO’s RSU grant a market purchase or a compensation award?

It was a compensation-related award. The Form 4 uses transaction code A (grant, award, or other acquisition) with a per-share price of $0.00, indicating a Restricted Stock Unit grant rather than an open-market purchase.

Are the newly granted QTI RSUs immediately vested for the CEO?

No. The RSUs are time-vested subject to the CEO’s continued service, with initial vesting on November 15, 2026 and quarterly vesting thereafter until February 15, 2030, except that all shares vest immediately upon a qualifying Change of Control.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 08:09 PM Accepted by SEC EDGAR 08/31/2026 - 08:08 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)
08/28/2026

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	08/28/2026		A		484,221(1)	A	$0.00	1,393,066	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"), three-sixteenths of this Restricted Stock Unit ("RSU") will vest on November 15, 2026, and the remaining thirteen-sixteenths will vest in thirteen equal quarterly installments on each subsequent February 15, May 15, August 15, and November 15, such that the RSU will be fully vested on February 15, 2030; all shares under this RSU shall immediately vest in the event of a Change of Control (as defined in the QT Imaging Holdings, Inc. Amended and Restated 2024 Equity Incentive Plan) of the Company.

	/s/ Dr. Raluca Dinu	08/31/2026
	** 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)