QT IMAGING HOLDINGS, INC. 8-K

What Happened

• QT Imaging Holdings, Inc. filed an 8‑K (dated March 25, 2026) reporting that its Board approved compensation actions on March 20, 2026. The Board increased CEO Dr. Raluca Dinu’s base salary from $550,000 to $605,000 and approved a cash bonus of $231,993 for Dr. Dinu. The Board also approved a $40,576 cash bonus for CFO Jay Jennings.
• The Board granted restricted stock units (RSUs) under the company’s 2024 Equity Incentive Plan: Dr. Dinu received three grants totaling 519,500 RSUs (3,500; 16,000; 500,000) and Mr. Jennings received 2,800 RSUs. All RSU grants vest on schedules tied to continued service, as set out in the filing.

Key Details

• CEO base salary: increased from $550,000 to $605,000 effective March 20, 2026.
• Cash bonuses approved: Dr. Dinu $231,993; Jay Jennings $40,576 (approved March 20, 2026).
• RSU grants: Dr. Dinu — 3,500 (vests quarterly May 15, 2026–Feb 15, 2027), 16,000 (partial vest May 15, 2027; remainder by May 15, 2029), 500,000 (vests in 16 quarterly installments beginning May 15, 2026; fully vested Feb 15, 2030). Jay Jennings — 2,800 RSUs (933 vest May 15, 2027; remainder by May 15, 2029).
• Total RSUs granted on approval date: 522,300 RSUs (519,500 to CEO; 2,800 to CFO), subject to continued service and the Plan’s terms.

Why It Matters

• These actions increase near‑term cash compensation (total bonuses of $272,569) and create potential future share issuance if RSUs vest, which could dilute existing shareholders when converted to shares.
• For investors, the changes signal the Board’s use of cash and equity incentives to retain and reward the CEO and CFO; tracking vesting milestones and any related disclosures on share counts or expense recognition will be relevant for assessing future dilution and compensation expense.