ADIL CFO granted 17,325 restricted shares

Shah Vinay 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

Shah Vinay reported acquisition or exercise transactions in this Form 4 filing.

Adial Pharmaceuticals Chief Financial Officer Vinay Shah received an equity award of 17,325 shares of common stock. The shares were granted at no cash cost to him and represent his entire reported direct holding after the transaction. These are restricted shares that vest in full on the earlier of one year from the grant date or a Change of Control under the company’s 2017 Equity Incentive Plan, as long as he continues serving the company through the vesting date.

Insider Trade Summary

Grant/Award: 17,325 shares

Grant/Award 1 txn

Insider Shah Vinay

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,325	$0.00	$0.00

Holdings After Transaction: Common Stock — 17,325 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 shares granted: 17,325 shares Price per share: $0.0000 per share Shares held after transaction: 17,325 shares

3 metrics

Restricted shares granted 17,325 shares Common Stock grant to CFO on April 7, 2026

Price per share $0.0000 per share Reported grant price for restricted stock

Shares held after transaction 17,325 shares Total direct holdings following the award

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 of the grant date; 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

"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 insider transaction did ADIL CFO Vinay Shah report on this Form 4?

Vinay Shah reported receiving 17,325 restricted shares of Adial Pharmaceuticals common stock. The award is recorded as a grant with no cash paid per share, reflecting equity-based compensation rather than an open-market purchase or sale.

How many ADIL shares does the CFO hold after this reported grant?

After the reported grant, Vinay Shah directly holds 17,325 shares of Adial Pharmaceuticals common stock. This figure matches the number of shares granted, indicating the award represents his entire reported direct position following the transaction.

What are the vesting terms of the ADIL restricted stock granted to the CFO?

The 17,325 restricted shares vest in full on the earlier of one year from the grant date or a Change of Control. Vesting is conditioned on Mr. Shah’s continued service with Adial Pharmaceuticals through the applicable vesting date.

Did the ADIL CFO pay anything per share for this equity award?

The reported transaction shows a price per share of 0.0000 for the 17,325 shares. This indicates the award was granted by Adial Pharmaceuticals as compensation, rather than acquired through a cash purchase in the open market.

Is this ADIL Form 4 transaction a purchase, sale, or grant of shares?

The transaction is classified as a grant or award acquisition of common stock. It is coded as an “A” transaction and described as a grant, award, or other acquisition, not an open-market buy or sell of Adial Pharmaceuticals shares.

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^*

Shah Vinay

(Last) (First) (Middle)

4870 SADLER ROAD, STE 300

(Street)

GLEN ALLENVA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		17,325(1)	A	$0	17,325	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 Vinay Shah	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)