Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, Ms. Julie Szeker, Chief Legal Officer and Corporate Secretary of Lumexa Imaging Holdings, Inc. (the "Company") submitted her resignation to the Company, effective March 13, 2026. Ms. Szeker's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company has initiated a process to identify a successor.

To support the transition of her duties, the Company and Ms. Szeker entered into a transition letter agreement (the "Transition Agreement") which provides for a transition payment of $450,000 and up to 12 months of subsidized healthcare coverage, with such payments subject to Ms. Szeker's execution and non-revocationof a release of claims in favor of the Company and compliance with the terms of the Transition Agreement. In addition, subject to Ms. Szeker's compliance with the terms of the Transition Agreement, Ms. Szeker will receive an annual bonus of $250,000 relating to 2025 performance and which will be paid at the same time annual bonuses are paid to other employees of the Company.

The foregoing is only a summary of the Transition Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Transition Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.