When LMRI insiders can sell

…ion statement of which this prospectus is a part, subject to certain exceptions, not to offer, pledge, sell, contract to sell, transfer, lend or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for shares of our common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Barclays Capital Inc., J.P. Morgan Securities LLC and Jefferies LLC, on behalf of the underwriters. Upon the expiration of the lock-up period, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above. For a further description of these lock-up agreements, please see the section titled "Underwriting." 131 Table of Contents Rule 144 Non-Affiliate Resales of Restricted Securities In g…

…ided that such recipients enter into a lock-up agreement with the underwriters; or (vi) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of Lumexa Imaging pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock, provided that (i) such plan does not provide for the transfer of our common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing must include a statement to the effect that no transfer of shares of our common stock may be made under such plan during the restricted period.

…up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers or dispositions of lock-up securities: (i) as bona fide gifts, or for bona fide estate planning purposes, (ii) by will or intestacy, (iii) (A) to any immediate family member of the lock-up party or to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party or (B) if the lock-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, (iv) to a corporation, p…

Further, the Stark Law prohibits physicians from referring Medicare or Medicaid patients to an entity for certain "designated health services" if the physician (or an immediate family member) has a prohibited financial relationship with that entity, unless an exception applies. Certain radiology services are considered "designated health services" under the Stark Law. The types of financial arrangements between a physician and an entity providing "designated health services" that trigger the self-referral prohibitions of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements.

Substantially all of the assets of the Company are pledged as collateral in connection with the Credit Agreement. Interest Rate Cap Agreements During 2023, the Company entered into two forward interest rate cap agreements with a total notional amount of $1.2 billion. The interest rate cap agreements have the economic effect of capping the Company's exposure to SOFR variable interest rate changes on the Company's floating rate term loan. Under these agreements, the SOFR variable interest rate is capped at 5.125%.

LLC and after taking into account any distribution threshold applicable to such common units, as further described in the section titled "Organizational Structure;" 5,572,698 shares of our common stock issuable upon the exercise of stock options issued prior to the closing of this offering as replacement awards under the 2025 Plan for certain outstanding incentive units in Holdings LLC for which the distribution threshold is equal to or greater than $2.04 per unit, with the number of shares subject to such stock options calculated based on the value of those units at the time of this offering, as determined by the board of managers…

In addition, the representatives of the underwriters may, in their sole discretion, release all or some portion of the shares of our common stock subject to lock-up agreements at any time and for any reason. Upon the expiration of the lock-up agreements described above and further summarized in the section titled "Underwriting," all of such shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of…