Cardiff Lexington Corp (CDIX) insider converts preferred stock to common

Rhea-AI Filing Summary

Cardiff Lexington Corp insider Daniel R. Thompson, the company’s chairman, director and 10% owner, reported multiple conversions of preferred stock into common shares. On October 25, 2024, he converted 13,062 shares of Series B Preferred Stock into 26,124 common shares and 1 share of Series C Preferred Stock into 10,000 common shares, including trust-held positions.

On November 20, 2024 and April 9, 2025, Thompson entered cancellation and exchange agreements that replaced Series I Preferred Stock with new Series B, C and E preferred shares. All Series B, C and E Preferred Stock automatically converted into common stock on April 24, 2025, and all Series I Preferred Stock automatically converted into common stock on November 19, 2025. Following the last conversion, Thompson beneficially owned 11,666,429 shares of Cardiff Lexington common stock.

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^*

THOMPSON DANIEL

(Last) (First) (Middle)

3753 HOWARD HUGHES PARKWAY, SUITE 200

(Street)

LAS VEGAS NV 89169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiff Lexington Corp [ CDIX ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2024

4. 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 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	10/25/2024		C(1)		26,124	A	$0	26,128	I	Held by 2007 Thompson Family Trust
Common Stock	10/25/2024		C(2)		10,000	A	$0	36,128	I	Held by 2007 Thompson Family Trust
Common Stock	04/24/2025		C(5)		1,050,000	A	$0	2,050,337	D
Common Stock	04/24/2025		C(6)		270,000	A	$0	2,320,337	D
Common Stock	04/24/2025		C(7)		154,000	A	$0	2,474,337	D
Common Stock	11/19/2025		C(8)		9,192,092	A	$0	11,666,429	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
Series B Preferred Stock	(9)	10/25/2024		C(1)			13,062	12/05/2013	(9)	Common Stock	26,124	$0.00	0	I	Held by 2007 Thompson Family Trust
Series C Preferred Stock	(10)	10/25/2024		C(2)			1	12/05/2013	(10)	Common Stock	10,000	$0.00	0	I	Held by 2007 Thompson Family Trust
Series I Preferred Stock	(12)	11/20/2024		J(3)			510,704	11/21/2018	(12)	Common Stock	1,021,408	$0.00	4,791,796	D
Series B Preferred Stock	(9)	11/20/2024		J(3)		375,000		11/20/2024	(9)	Common Stock	750,000	$0.00	375,000	D
Series C Preferred Stock	(10)	11/20/2024		J(3)		24		11/20/2024	(10)	Common Stock	24,000	$0.00	24	D
Series E Preferred Stock	(11)	11/20/2024		J(3)		50,000		11/20/2024	(11)	Common Stock	100,000	$0.00	50,000	D
Series I Preferred Stock	(12)	04/09/2025		J(4)			195,750	11/21/2018	(12)	Common Stock	391,500	$0.00	4,596,046	D
Series B Preferred Stock	(9)	04/09/2025		J(4)		150,000		04/09/2025	(9)	Common Stock	300,000	$0.00	525,000	D
Series C Preferred Stock	(10)	04/09/2025		J(4)		3		04/09/2025	(10)	Common Stock	30,000	$0.00	27	D
Series E Preferred Stock	(11)	04/09/2025		J(4)		27,000		04/09/2025	(11)	Common Stock	54,000	$0.00	77,000	D
Series B Preferred Stock	(9)	04/24/2025		C(5)			525,000	04/09/2025	(9)	Common Stock	1,050,000	$0.00	0	D
Series C Preferred Stock	(10)	04/24/2025		C(6)			27	04/09/2025	(10)	Common Stock	270,000	$0.00	0	D
Series E Preferred Stock	(11)	04/24/2025		C(7)			77,000	04/09/2025	(11)	Common Stock	154,000	$0.00	0	D
Series I Preferred Stock	(12)	11/19/2025		C(8)			4,596,046	11/21/2018	(12)	Common Stock	9,192,092	$0.00	0	D

Explanation of Responses:

1. On October 25, 2024, the Reporting Person converted 13,062 shares of Series B Preferred Stock into 26,124 shares of Common Stock.

2. On October 25, 2024, the Reporting Person converted 1 share of Series C Preferred Stock into 10,000 shares of Common Stock.

3. On November 20, 2024, the Reporting Person entered into a cancellation and exchange agreement with the Issuer, pursuant to which the Reporting Person surrendered 510,704 shares of Series I Preferred Stock to the Issuer for cancellation in exchange for the issuance of 375,000 shares of Series B Preferred Stock, 24 shares of Series C Preferred Stock and 50,000 shares of Series E Preferred Stock to the Reporting Person.

4. On April 9, 2025, the Reporting Person entered into a cancellation and exchange agreement with the Issuer, pursuant to which the Reporting Person surrendered 195,750 shares of Series I Preferred Stock to the Issuer for cancellation in exchange for the issuance of 150,000 shares of Series B Preferred Stock, 3 shares of Series C Preferred Stock and 27,000 shares of Series E Preferred Stock to the Reporting Person.

5. On April 24, 2025, all shares of Series B Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.

6. On April 24, 2025, all shares of Series C Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.

7. On April 24, 2025, all shares of Series E Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.

8. On November 19, 2025, all shares of Series I Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.

9. Each share of Series B Preferred Stock is convertible into two (2) shares of Common Stock. The Series B Preferred Stock has no expiration date.

10. Each share of Series C Preferred Stock is convertible into 10,000 shares of Common Stock. The Series C Preferred Stock has no expiration date.

11. Each share of Series E Preferred Stock is convertible into two (2) shares of Common Stock. The Series E Preferred Stock has no expiration date.

12. Each share of Series I Preferred Stock is convertible into two (2) shares of Common Stock. The Series I Preferred Stock has no expiration date.

	/s/ Daniel R. Thompson	12/15/2025
	** 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.

FAQ

What did Cardiff Lexington (CDIX) disclose in this insider report?

The report shows Daniel R. Thompson, a director, chairman of the board and 10% owner of Cardiff Lexington Corp (CDIX), acquired common shares through conversions and exchanges of several preferred stock series over multiple dates in 2024 and 2025.

How many Cardiff Lexington (CDIX) common shares does Daniel R. Thompson now beneficially own?

After the automatic conversion of all remaining Series I Preferred Stock on November 19, 2025, Daniel R. Thompson beneficially owned 11,666,429 shares of Cardiff Lexington common stock.

Which preferred stock series were converted into Cardiff Lexington (CDIX) common shares?

The filing describes conversions of Series B, Series C, Series E and Series I Preferred Stock into Cardiff Lexington common stock, including automatic conversions of all outstanding shares of Series B, C and E on April 24, 2025 and all Series I on November 19, 2025.

What are the conversion ratios for Cardiff Lexington (CDIX) preferred stock series?

Each share of Series B Preferred Stock is convertible into two common shares. Each share of Series C Preferred Stock is convertible into 10,000 common shares. Each share of Series E Preferred Stock and Series I Preferred Stock is convertible into two common shares, and none of these preferred series has an expiration date.

Were the preferred stock conversions for Cardiff Lexington (CDIX) reported as cash transactions?

No cash price is shown for the reported conversions. The tables list the price for each common share issuance from the preferred stock as $0 or $0.00, indicating these were conversions or exchanges rather than open-market purchases.

What cancellation and exchange agreements did the Cardiff Lexington (CDIX) insider enter into?

On November 20, 2024, Thompson surrendered 510,704 shares of Series I Preferred Stock in exchange for 375,000 Series B, 24 Series C and 50,000 Series E preferred shares. On April 9, 2025, he surrendered 195,750 Series I shares in exchange for 150,000 Series B, 3 Series C and 27,000 Series E preferred shares.