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Cardiff Lexington (CDIX) awards director stock and options under 2024 plan

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cardiff Lexington Corp reported new equity awards to director Catherine B. Pennington. On September 26, 2025 she received two restricted stock grants totaling 10,000 shares of common stock under the 2024 Equity Incentive Plan at no cash cost. One 5,000-share grant vested in full immediately, while the other 5,000 shares vest with 1,250 shares on the grant date and the remaining shares vesting quarterly over three quarters starting October 1, 2025, subject to her continuous service.

Following these stock awards, she beneficially owns 20,000 common shares. On December 11, 2025 she was also granted a stock option covering 50,000 common shares at an exercise price of $1.729 per share, expiring December 11, 2035. This option vests in four quarterly installments beginning January 1, 2026, conditioned on continued service.

Positive

  • None.

Negative

  • None.
Insider Pennington Catherine B.
Role Director
Type Security Shares Price Value
Grant/Award Stock Option 50,000 $0.00 --
Grant/Award Common Stock 5,000 $0.00 --
Grant/Award Common Stock 5,000 $0.00 --
Holdings After Transaction: Stock Option — 50,000 shares (Direct); Common Stock — 15,000 shares (Direct)
Footnotes (1)
  1. On September 26, 2025, the Reporting Person was granted a restricted stock award for 5,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shares vested in full on the date of grant. On September 26, 2025, the Reporting Person was granted a restricted stock award for 5,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, with 1,250 shares vesting on the date of grant and the remaining shares vesting quarterly for three (3) quarters commencing on October 1, 2025, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan). On December 11, 2025, the Reporting Person was granted a stock option for the purchase of 50,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shall vest quarterly for four (4) quarters commencing on January 1, 2026, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan)
Form 4 Insider Transactions: What Each Field Means →
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*
Pennington Catherine B.
(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025
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 09/26/2025 A(1) 5,000 A $0 15,000 D
Common Stock 09/26/2025 A(2) 5,000 A $0 20,000 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
Stock Option $1.729 12/11/2025 A(3) 50,000 (3) 12/11/2035 Common Stock 50,000 $0.00 50,000 D
Explanation of Responses:
1. On September 26, 2025, the Reporting Person was granted a restricted stock award for 5,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shares vested in full on the date of grant.
2. On September 26, 2025, the Reporting Person was granted a restricted stock award for 5,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, with 1,250 shares vesting on the date of grant and the remaining shares vesting quarterly for three (3) quarters commencing on October 1, 2025, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan).
3. On December 11, 2025, the Reporting Person was granted a stock option for the purchase of 50,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shall vest quarterly for four (4) quarters commencing on January 1, 2026, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan)
/s/ Catherine B. Pennington 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Cardiff Lexington (CDIX) grant to its director?

Catherine B. Pennington received two restricted stock awards of 5,000 shares each of common stock and a stock option covering 50,000 shares, all under the 2024 Equity Incentive Plan.

How do the Cardiff Lexington (CDIX) restricted stock awards vest?

One 5,000-share award vested in full on September 26, 2025. The second 5,000-share award vests with 1,250 shares on the grant date and the remaining shares vest quarterly over three quarters starting October 1, 2025, subject to continuous service.

What stock option did the Cardiff Lexington (CDIX) director receive and when does it vest?

On December 11, 2025 she was granted a stock option for 50,000 shares of common stock at an exercise price of $1.729 per share. The option vests in four quarterly installments beginning January 1, 2026, subject to continuous service.

How many Cardiff Lexington (CDIX) shares does the director own after these transactions?

After the reported restricted stock grants, the director beneficially owns 20,000 shares of Cardiff Lexington common stock.

Under which plan were the Cardiff Lexington (CDIX) equity awards granted?

All of the reported restricted stock awards and the stock option were granted under Cardiff Lexington’s 2024 Equity Incentive Plan.

When does the Cardiff Lexington (CDIX) director’s stock option expire?

The stock option granted on December 11, 2025 expires on December 11, 2035, if not exercised earlier and subject to its vesting and service conditions.