Lumexa Imaging Holdings Inc.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:54

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stewart Russell
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025
3. Issuer Name and Ticker or Trading Symbol
Lumexa Imaging Holdings, Inc. [LMRI]
(Last) (First) (Middle)
4200 SIX FORKS ROAD, SUITE 1000
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
RALEIGH, NC 27609
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 12/10/2035 Common Stock 194,444 $18.5 D
Stock Option (right to buy) (2) 12/10/2035 Common Stock 194,444 $18.5 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stewart Russell
4200 SIX FORKS ROAD
SUITE 1000
RALEIGH, NC 27609
Chief Medical Officer

Signatures

/s/ Julie Szeker, attorney-in-fact 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The shares of the Issuer's common stock ("Common Stock") subject to the stock option vest annually in five substantially equal installments from the vesting commencement date of August 1, 2025, subject to the Reporting Person's continued service with the Issuer.
(2) The shares of Common Stock subject to the stock option will vest in three substantially equal installments upon the attainment of three prescribed stock price targets of $27.00, $36.00 and $45.00 per share, which targets are measured based on the volume weighted average closing price per share of Common Stock over any consecutive sixty (60) trading day period, with the measurement period commencing on the first business day immediately following the expiration of the 180-day lock-up period, subject to the Reporting Person's continued service with the Issuer.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes, which delays we understand were due to the high volume of applications at the time.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Lumexa Imaging Holdings Inc. published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 21:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]