SEC FORM 3

SEC 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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1. Name and Address of Reporting Person^*

Zulla Caitlin

(Last)

(First)

(Middle)

4200 SIX FORKS ROAD

SUITE 1000

(Street)

RALEIGH

27609

(City)

(State)

(Zip)

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 ]

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units of Holdings LLC⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	14,948	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	12/10/2035	Common Stock	833,333	$18.5	D
Stock Option (right to buy)	⁽³⁾	12/10/2035	Common Stock	833,333	$18.5	D

Explanation of Responses:

1. Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Person. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Person is entitled to receive in connection with a Distribution in exchange for their Common Units.

2. The shares of Common Stock subject to the stock option vest annually in five substantially equal installments from the vesting commencement date of January 1, 2025, subject to the Reporting Person's continued service with the Issuer.

3. 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

	/s/ Julie Szeker, attorney-in-fact	12/11/2025
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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