SEC FORM 3

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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^*

Rhodes Ryan

(Last)

(First)

(Middle)

4410 EL CAMINO REAL

SUITE 150

(Street)

LOS ALTOS,

94022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2026

3. Issuer Name and Ticker or Trading Symbol
EDAP TMS SA [ EDAP ]

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)
Common Stock⁽¹⁾	301,149	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)
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)
Stock Options	⁽²⁾	06/11/2031	Common Stock	800,000	$6.57⁽³⁾	D
Stock Options	⁽⁴⁾	05/02/2033	Stock Options	200,000	$11.87⁽⁵⁾	D
Stock Options	⁽⁶⁾	03/26/2034	Stock Options	100,000	$8.03⁽⁷⁾	D
Stock Options	⁽⁸⁾	04/15/2035	Stock Options	500,000	$1.42⁽⁹⁾	D

Explanation of Responses:

1. Includes restricted stock units ("RSUs") granted pursuant to the 2025 RSU (Free Share) Plan of the Company on June 20, 2025. Each RSU represents the right to receive one share of EDAP common stock, four-sixths of which will vest on the second anniversary of the date of grant and the remaining two-sixths will vest in two installments on December 20, 2027 and on June 20, 2028, respectively.

2. The options, which were granted on June 11, 2021, became exercisable with respect to one-sixth of the options on the six-month anniversary of the date of grant and became exercisable on a monthly basis thereafter through the third anniversary of the date of grant with respect to the remaining options.

3. The option exercise price reflected was converted from 5.59 euros to U.S. dollars based on an exchange rate of EUR 1 to USD 1.1750.

4. The options, which were granted on May 2, 2023, became exercisable with respect to one-sixth of the options on the six-month anniversary of the date of grant and became exercisable or will become exercisable on a monthly basis thereafter through the third anniversary of the date of grant with respect to the remaining options.

5. The option exercise price reflected was converted from 10.10 euros into U.S. dollars based on an exchange rate of EUR 1 to USD 1.1750.

6. The options, which were granted on March 26, 2024, became exercisable with respect to one-sixth of the options on the six-month anniversary of the date of grant and became exercisable or will become exercisable on a monthly basis thereafter through the third anniversary of the date of grant with respect to the remaining options.

7. The option exercise price reflected was converted from 6.83 euros to U.S. dollars based on an exchange rate of EUR 1 to USD 1.1750.

8. The options, which were granted on April 15, 2025, became exercisable with respect to one-sixth of the options on the six-month anniversary of the date of grant and became exercisable or will become exercisable on a monthly basis thereafter through the third anniversary of the date of grant with respect to the remaining options.

9. The option exercise price reflected was converted from 1.21 euros into U.S. dollars based on an exchange rate of EUR 1 to USD 1.1750.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Blandine Confort, as Attorney-in-Fact	01/14/2026
	** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.