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Form 3 MDxHealth SA For: Mar 18 Filed by: McGarrity Michael

April 13, 2026 4:05 PM
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 *
McGarrity Michael
(Last) (First) (Middle)
CAP BUSINESS CENTER
ZONE INDUSTRIELLE DES HAUTS-SARTS
(Street)
HERSTAL 4040
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026 		3. Issuer Name and Ticker or Trading Symbol
MDxHealth SA [ MDXH ]
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)
Ordinary Shares 95,000
D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Share Option (1) 05/16/2029 Ordinary Shares 150,000 (1) D
Share Option (2) 07/15/2030 Ordinary Shares 22,500 (2) D
Share Option (3) 07/15/2030 Ordinary Shares 16,875 (3) D
Share Option (4) 07/03/2031 Ordinary Shares 50,000 (4) D
Share Option (5) 07/03/2031 Ordinary Shares 50,000 (5) D
Share Option (6) 08/03/2032 Ordinary Shares 50,000 (6) D
Share Option (7) 08/03/2032 Ordinary Shares 50,000 (7) D
Share Option (8) 06/30/2033 Ordinary Shares 50,000 (8) D
Share Option (9) 06/30/2033 Ordinary Shares 50,000 (9) D
Share Option (10) 06/22/2034 Ordinary Shares 287,500 2.62 D
Share Option (11) 06/22/2034 Ordinary Shares 186,875 2.62 D
Share Option (12) 04/11/2035 Ordinary Shares 500,000 1.47 D
Explanation of Responses:
1. Represents options to purchase ordinary shares at a price per share of 14.90 Euros granted on February 18, 2019 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on March 16, 2019. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
2. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
3. Represents options to purchase ordinary shares at a price per share of 8.00 Euros granted on June 24, 2020 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 15, 2020. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
4. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
5. Represents options to purchase ordinary shares at a price per share of 13.75 Euros granted on June 23, 2021 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on July 3, 2021. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
6. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
7. Represents options to purchase ordinary shares at a price per share of 6.84 Euros granted on May 12, 2022 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on August 3, 2022. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
8. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
9. Represents options to purchase ordinary shares at a price per share of 2.90 Euros granted on March 21, 2023 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 30, 2023. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the relevant performance periods.
10. Represents options to purchase ordinary shares at a price per share of $2.62 granted on February 20, 2024 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 22, 2024. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
11. Represents options to purchase ordinary shares at a price per share of $2.62 granted on February 20, 2024 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on June 22, 2024. The options vested upon the achievement of certain Company performance criteria evaluated by the Board of Directors at the end of the performance periods.
12. Represents options to purchase ordinary shares at a price per share of $1.47 granted on March 26, 2025 and issued pursuant to a resolution of an extraordinary general shareholders' meeting on April 11, 2025. The options vest in three equal installments on each of the first three anniversaries of the date of grant.
/s/ Mark Busch, as attorney-in-fact for Michael McGarrity 04/13/2026
** 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 4 (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).
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