QT Imaging (QTI) awards 3,500 RSUs to major insider

Rhea-AI Filing Summary

KLOCK JOHN C JR reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings, Inc. reported that director and ten percent owner John C. Klock Jr. received a grant of 3,500 shares of Common Stock as a restricted stock unit award at a stated price of $0.00 per share, increasing his direct holdings to 3,500 shares.

According to the award terms, 25% of the RSUs will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, as long as he continues serving the company. All units will 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^*

KLOCK JOHN C JR

(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)

X	Director	X	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/ John C. Klock, Jr.	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) disclose in this Form 4 for John C. Klock Jr.?

QT Imaging reported that director and ten percent owner John C. Klock Jr. received a grant of 3,500 restricted stock units of Common Stock, at a stated price of $0.00 per share, bringing his direct holdings reported in this filing to 3,500 shares.

How many QT Imaging (QTI) shares were granted to John C. Klock Jr. and at what price?

The filing shows a grant of 3,500 shares of QT Imaging Common Stock through restricted stock units. The transaction price per share is reported as $0.00, indicating a compensation-related award rather than an open-market purchase, and these shares now represent his directly held position in this report.

What is the vesting schedule for John C. Klock Jr.’s QT Imaging (QTI) RSU grant?

The 3,500 restricted stock units vest in four equal installments. Twenty-five percent will vest on May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, provided he continues to serve QT Imaging Holdings, Inc. through each vesting date.

What happens to John C. Klock Jr.’s QT Imaging (QTI) RSUs if there is a Change of Control?

The footnote states that all of John C. Klock Jr.’s 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, accelerating the full 3,500-share award.

Is John C. Klock Jr.’s QT Imaging (QTI) Form 4 transaction a market buy or sell?

No, the Form 4 shows a compensation-related acquisition coded as a grant or award, not an open-market buy or sell. The 3,500 shares of Common Stock were received via restricted stock units at a reported price of $0.00 per share, subject to vesting conditions.