Cardiff Lexington (CDIX) CEO swaps $2.37M deferred pay for 556,528 shares

Rhea-AI Filing Summary

Cardiff Lexington Corp’s chief executive officer and director Alex H. Cunningham converted a large deferred pay balance into equity. On January 29, 2026, deferred compensation of $2,365,242 owed to him by the company was cancelled in exchange for 556,528 shares of common stock at $0 per share.

After this transaction, Cunningham directly beneficially owned 3,914,230 shares of common stock, and an additional 889,398 shares were held indirectly through the Alexander Hunt Cunningham, Sr. Revocable Trust.

Insights

Equity compensation and governance analyst

CEO swaps deferred pay for stock, increasing direct share ownership.

Alex H. Cunningham, CEO, director and 10% owner of Cardiff Lexington Corp, entered a conversion agreement on January 29, 2026. Deferred compensation of $2,365,242 was cancelled in exchange for 556,528 common shares, recorded at a price of $0 per share.

This turns a company liability for unpaid compensation into equity, which can ease future cash obligations. Following the transaction, he directly beneficially owned 3,914,230 common shares and held 889,398 additional shares indirectly through the Alexander Hunt Cunningham, Sr. Revocable Trust.

The filing reflects a shift toward higher equity exposure for the CEO, aligning part of his past compensation with share performance. Subsequent company filings may provide further detail on how this conversion affects overall capital structure and remaining compensation obligations.

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^*

Cunningham Alex H.

(Last) (First) (Middle)

C/O CARDIFF LEXINGTON CORPORATION

710 EAST MAIN STREET

(Street)

LEXINGTON KY 40502

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		J(1)		556,528	A	$0	3,914,230	D
Common Stock								889,398	I	Held by Alexander Hunt Cunningham, Sr. Revocable Trust

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. On January 29, 2026, the Reporting Person entered into a conversion agreement with the Issuer, pursuant to which deferred compensation in the amount of $2,365,242 owed by the Issuer to the Reporting Person was cancelled in exchange for 556,528 shares of common stock.

	/s/ Alex Cunningham	02/02/2026
	** 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.

FAQ

What did Cardiff Lexington (CDIX) disclose about Alex Cunningham’s recent share transaction?

Cardiff Lexington disclosed that CEO Alex H. Cunningham converted deferred compensation of $2,365,242 into 556,528 shares of common stock. The deferred pay owed by the company was cancelled in exchange for these shares, increasing his equity stake without a cash payment.

How many Cardiff Lexington (CDIX) shares does Alex Cunningham own after this Form 4?

After the reported transaction, Alex H. Cunningham beneficially owned 3,914,230 Cardiff Lexington common shares directly. In addition, 889,398 common shares were held indirectly through the Alexander Hunt Cunningham, Sr. Revocable Trust, as disclosed in the Form 4 filing.

What was the nature of the compensation conversion reported by Cardiff Lexington (CDIX)?

The filing shows that deferred compensation of $2,365,242 owed by Cardiff Lexington to Alex H. Cunningham was cancelled. In exchange, he received 556,528 shares of common stock under a conversion agreement dated January 29, 2026, effectively turning unpaid cash compensation into equity.

What transaction code did Cardiff Lexington (CDIX) use for the CEO’s stock issuance?

The transaction was reported with code “J” for common stock on January 29, 2026. This code indicates an acquisition or transfer that does not fit standard open-market categories, here reflecting the conversion of deferred compensation into 556,528 newly issued shares of common stock.

How are Alex Cunningham’s indirect Cardiff Lexington (CDIX) holdings structured?

The Form 4 reports 889,398 Cardiff Lexington common shares held indirectly for Alex H. Cunningham. These shares are owned through the Alexander Hunt Cunningham, Sr. Revocable Trust, distinguishing them from his 3,914,230 directly beneficially owned shares after the reported conversion transaction.