Adial CEO awarded 37,985 restricted shares

Claiborne Cary J reported acquisition or exercise transactions in this Form 4 filing.

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

Rhea-AI Filing Summary

Claiborne Cary J reported acquisition or exercise transactions in this Form 4 filing.

Adial Pharmaceuticals Chief Executive Officer Claiborne J. Cary received a grant of 37,985 restricted shares of common stock. The award carries a grant price of $0.00 per share, indicating it is compensation rather than an open-market purchase.

The restricted shares vest in full on the earlier of the one-year anniversary of the grant date or a Change of Control, as defined in Adial’s 2017 Equity Incentive Plan, subject to his continued service through the vesting date. Following this grant, Cary directly holds 40,417 shares of Adial common stock.

Insider Trade Summary

Grant/Award: 37,985 shares

Grant/Award 1 txn

Insider Claiborne Cary J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	37,985	$0.00	$0.00

Holdings After Transaction: Common Stock — 40,417 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 share grant: 37,985 shares Grant price per share: $0.00 per share Shares held after grant: 40,417 shares

3 metrics

Restricted share grant 37,985 shares Restricted common stock granted to CEO on April 7, 2026

Grant price per share $0.00 per share Equity compensation award, not an open-market purchase

Shares held after grant 40,417 shares CEO’s direct common stock holdings following the transaction

Key Terms

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

3 terms

restricted shares of common stock financial

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

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

"on the earlier of (i) the one-year anniversary ... or (ii) a Change of Control"

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

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

FAQ

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

What did Adial Pharmaceuticals (ADIL) CEO Claiborne J. Cary report in this Form 4?

Claiborne J. Cary reported receiving a grant of 37,985 restricted shares of Adial common stock. The shares were granted at $0.00 per share as equity compensation rather than an open-market purchase, and they increase his direct holdings to 40,417 shares after the transaction.

When do the 37,985 restricted Adial (ADIL) shares granted to the CEO vest?

The 37,985 restricted shares vest in full on the earlier of one year after the grant date or a Change of Control, as defined in Adial’s 2017 Equity Incentive Plan. Vesting is conditioned on Claiborne J. Cary continuing to serve the company through the applicable vesting date.

Did the Adial (ADIL) CEO buy shares on the open market in this Form 4?

No, the CEO did not buy shares on the open market. The Form 4 shows a grant of 37,985 restricted shares at $0.00 per share, which is an equity compensation award rather than a purchase, and is classified as a grant, award, or other acquisition transaction.

How many Adial (ADIL) shares does CEO Claiborne J. Cary hold after this grant?

After the reported grant, Claiborne J. Cary directly holds 40,417 shares of Adial common stock. This total reflects his position immediately following receipt of the 37,985 restricted shares disclosed in the filing, as reported in the post-transaction ownership column.

What conditions apply to the restricted Adial (ADIL) shares granted to the CEO?

The restricted shares vest only if service conditions are met. They vest on the earlier of the one-year anniversary of the grant date or a qualifying Change of Control, and require Claiborne J. Cary to remain in continued service to Adial through the vesting date to receive them.

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

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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^*

Claiborne Cary J

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		37,985(1)	A	$0	40,417	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 Cary J. Claiborne	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)