ADIAL director granted 9,185 restricted shares

Gilliland Robertson H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gilliland Robertson H. reported acquisition or exercise transactions in this Form 4 filing.

ADIAL PHARMACEUTICALS director receives stock grant

Director Robertson H. Gilliland was awarded 9,185 shares of ADIAL PHARMACEUTICALS common stock as equity compensation. The grant was reported at a price of $0.00 per share, and following this award the director holds 9,185 shares directly.

The shares are restricted and will vest in full on the earlier of one year from the grant date or a Change of Control as defined in the company’s 2017 Equity Incentive Plan, as long as the director continues to serve the company through the vesting date.

Insider Trade Summary

Grant/Award: 9,185 shares

Grant/Award 1 txn

Insider Gilliland Robertson H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,185	$0.00	$0.00

Holdings After Transaction: Common Stock — 9,185 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

Key Figures

Restricted stock grant: 9,185 shares Reported grant price: $0.00 per share Shares held after transaction: 9,185 shares +1 more

4 metrics

Restricted stock grant 9,185 shares Common stock award to director on reported grant date

Reported grant price $0.00 per share Equity compensation, not an open-market purchase

Shares held after transaction 9,185 shares Director’s direct common stock holdings following the grant

Vesting period One year or Change of Control Full vesting on earlier of one-year anniversary or Change of Control

Key Terms

restricted shares of common stock, Change of Control, 2017 Equity Incentive Plan, continued service

4 terms

restricted shares of common stock financial

"Represents a grant of restricted shares of common stock that vest in full on the earlier of"

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

Change of Control financial

"the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

2017 Equity Incentive Plan financial

"a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended)"

continued service financial

"subject to the Reporting Person's continued service to the Issuer through the vesting date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ADIL director Robertson H. Gilliland report?

Director Robertson H. Gilliland reported receiving a grant of 9,185 restricted shares of ADIAL PHARMACEUTICALS common stock. This was a stock award, not an open-market purchase or sale, and represents equity-based compensation tied to his continued service to the company.

How many ADIL shares did the director hold after this Form 4 transaction?

After the reported grant, the director held 9,185 shares of ADIAL PHARMACEUTICALS common stock directly. This total matches the size of the restricted stock award, indicating the filing reflects his current reported common stock holdings following the transaction.

What are the vesting terms of the ADIL restricted stock grant?

The 9,185 restricted shares vest in full on the earlier of one year from the grant date or a Change of Control, as defined in ADIAL’s 2017 Equity Incentive Plan. Vesting requires the director to continue serving the company until the applicable vesting event.

Did the ADIL director pay cash for the 9,185-share award?

No cash payment is shown for the award; the transaction price is reported as $0.00 per share. This indicates the shares were granted as compensation rather than bought in the market, which is typical for director equity awards at public companies.

Is this ADIL Form 4 transaction an open-market buy or sell?

This Form 4 reflects a grant of restricted common stock, not an open-market buy or sell. The transaction code is “A” for a grant, award, or other acquisition, meaning it is compensation-related rather than a discretionary trade in the public market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/09/2026 - 05:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gilliland Robertson H.

(Last) (First) (Middle)

4870 SADLER ROAD, STE 300

(Street)

GLEN ALLEN VIRGINIA 23060

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2026		A		9,185(1)	A	$0	9,185	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted shares of common stock that vest in full on the earlier of (i) the one-year anniversary of the grant date; or (ii) a Change of Control (as defined in the Issuer's 2017 Equity Incentive Plan, as amended), subject to the Reporting Person's continued service to the Issuer through the vesting date.

	/s/ John Martin, Attorney-in-fact for Robertson H. Gilliland	04/09/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)