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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Lumexa Imaging Holdings, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
550249106 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 550249106 |
| 1 | Names of Reporting Persons
Welsh, Carson, Anderson & Stowe XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
70,217,616.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
74.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 550249106 |
| 1 | Names of Reporting Persons
WCAS XII Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
70,217,616.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
74.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 550249106 |
| 1 | Names of Reporting Persons
WCAS Management Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
70,217,616.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
74.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Lumexa Imaging Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
4200 Six Forks Road, Suite 1000, Raleigh, NC 27609 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by (i) Welsh, Carson, Anderson & Stowe XII, L.P. ("WCAS XII"); (ii) WCAS XII Associates LLC ("XII Associates"), as the general partner of WCAS XII; and (iii) WCAS Management Corporation ("WCAS Management"), as the investment adviser to WCAS XII (each, a "Reporting Person" and collectively, the "Reporting Persons"). The agreement among the Reporting Persons to file the Schedule 13G jointly (the "Joint Filing Agreement") is filed herewith as Exhibit A. | |
| (b) | Address or principal business office or, if none, residence:
599 Lexington Avenue, Suite 1800, New York, NY 10022 | |
| (c) | Citizenship:
WCAS XII is a Delaware limited partnership. XII Associates is a Delaware limited liability company. WCAS Management is a Delaware corporation. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
550249106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. The shares reported herein as beneficially owned by the Reporting Persons are held by Lumexa Imaging Holdings, LLC ("Holdings LLC"). WCAS XII has the right under the LLC Agreement of Holdings LLC to designate a majority of the members of the Board of Managers of Holdings LLC and, as a result, shares beneficial ownership over the shares held by Holdings LLC. After the expiration of a 180-day lock-up period following the closing of the Issuer's initial public offering on December 12, 2025, Holdings LLC may distribute all or a portion of the shares of Common Stock it holds to its equity holders on a pro rata basis (a "Distribution"). The shares reported herein include up to 28,595,386 shares that could be received by affiliates of Welsh, Carson, Anderson & Stowe in connection with a full Distribution, as follows: (i) 17,995,515 shares that represent WCAS XII's maximum pro-rata interest in Holdings LLC; (ii) 49,981 shares that represent WCAS Management's maximum pro-rata interest in Holdings LLC; (iii) 3,282,597 shares that represent Welsh, Carson, Anderson & Stowe XII Cayman, L.P.'s maximum pro-rata interest in Holdings LLC; (iv) 526,810 shares that represent Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.'s maximum pro-rata interest in Holdings LLC; (v) 3,171,591 shares that represent Welsh, Carson, Anderson & Stowe XII Delaware, L.P.'s maximum pro-rata interest in Holdings LLC; (vi) 236,854 shares that represent WCAS XII Co-Investors LLC's maximum pro-rata interest in Holdings LLC; and (vii) 3,332,038 shares that represent WCAS-Co-Invest Holdco, L.P.'s maximum pro-rata interest in Holdings LLC. Upon a full Distribution, the remaining shares set forth in the cover pages to this Schedule 13G would be distributed to persons unaffiliated with the Reporting Persons and the Reporting Persons will cease to share beneficial ownership over such shares. | |
| (b) | Percent of class:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. Percentage ownership is based on 94,565,652 shares of Common Stock outstanding after the completion of the Issuer's initial public offering, as reported in the Issuer's final prospectus on Form 424B4 dated December 10, 2025 and filed with the Securities and Exchange Commission on December 12, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement |