Cardiff Lexington (CDIX) CFO reports share conversion and 25,000-stock grant

Rhea-AI Filing Summary

Cardiff Lexington Corp Chief Financial Officer Matthew T. Shafer reported two equity transactions. On November 19, 2025, 5,000 shares of Series I Preferred Stock that he had previously received as partial compensation were automatically converted into 10,000 shares of Common Stock at a stated price of $0 per share, leaving him with 10,000 Common shares held directly.

On December 11, 2025, he was granted a restricted stock award of 25,000 shares of Common Stock under the company’s 2024 Equity Incentive Plan, also at a stated price of $0. These shares vest in full on December 11, 2026, subject to his continuous service, bringing his reported direct beneficial ownership to 35,000 Common shares.

Insider Trade Summary

5,000 shares exercised/converted

Mixed 3 txns

Insider Shafer Matthew T

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,000	$0.00	--
Conversion	Series I Preferred Stock	5,000	$0.00	--
Conversion	Common Stock	10,000	$0.00	--

Holdings After Transaction: Common Stock — 35,000 shares (Direct); Series I Preferred Stock — 0 shares (Direct)

Footnotes (1)

1. On January 31, 2024, the Reporting Person received 5,000 shares of Series I Preferred Stock as partial compensation for the Reporting Person's services as Chief Financial Officer of the Issuer. 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. 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. On December 11, 2025, the Reporting Person was granted a restricted stock award for 25,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shares shall vest in full on December 11, 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^*

Shafer Matthew T

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		C(1)		10,000	A	$0	10,000	D
Common Stock	12/11/2025		A(2)		25,000	A	$0	35,000	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
Series I Preferred Stock	(1)	11/19/2025		C(1)			5,000	01/31/2024	(1)	Common Stock	10,000	$0.00	0	D

Explanation of Responses:

1. On January 31, 2024, the Reporting Person received 5,000 shares of Series I Preferred Stock as partial compensation for the Reporting Person's services as Chief Financial Officer of the Issuer. 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. 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.

2. On December 11, 2025, the Reporting Person was granted a restricted stock award for 25,000 shares of Common Stock under the Issuer's 2024 Equity Incentive Plan, which shares shall vest in full on December 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan).

	/s/ Matthew T. Shafer	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 insider transactions did Cardiff Lexington (CDIX) report for its CFO?

Cardiff Lexington reported that CFO Matthew T. Shafer had 5,000 shares of Series I Preferred Stock automatically converted into 10,000 shares of Common Stock on November 19, 2025, and received a restricted stock award of 25,000 Common shares on December 11, 2025.

How many Cardiff Lexington (CDIX) shares does the CFO now beneficially own?

After the reported transactions, Chief Financial Officer Matthew T. Shafer beneficially owns 35,000 shares of Common Stock, all held directly.

What are the terms of the 25,000-share restricted stock award for the Cardiff Lexington (CDIX) CFO?

On December 11, 2025, the CFO received a restricted stock award of 25,000 Common shares under Cardiff Lexington’s 2024 Equity Incentive Plan. These shares vest in full on December 11, 2026, subject to his continuous service.

What is Cardiff Lexington (CDIX) Series I Preferred Stock and how was it treated in this report?

The CFO received 5,000 shares of Series I Preferred Stock on January 31, 2024, as partial compensation for his services. Each preferred share was convertible into two shares of Common Stock, had no expiration date, and on November 19, 2025 all such preferred shares, including his, were automatically converted into Common Stock.

Were cash payments reported in connection with the CFO’s Cardiff Lexington (CDIX) stock transactions?

No cash consideration was reported; both the conversion of preferred stock into Common Stock and the 25,000-share restricted stock award were disclosed with a stated price of $0 per share.

What is the relationship of the reporting person to Cardiff Lexington (CDIX)?

The reporting person, Matthew T. Shafer, is an officer of Cardiff Lexington Corp, serving as its Chief Financial Officer.