Director in Cardiff Lexington (CDIX) gets 5,000-share grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pennington Catherine B. reported acquisition or exercise transactions in this Form 4 filing.

Cardiff Lexington Corp director Catherine B. Pennington received a grant of 5,000 shares of Common Stock as a restricted stock award under the company’s 2024 Equity Incentive Plan. The award vests quarterly over four quarters starting on July 1, 2026, subject to her Continuous Service.

Following this compensation-related grant, Pennington holds a total of 11,668 shares of Cardiff Lexington common stock directly. The grant was recorded at a price of $0.0000 per share, reflecting an equity award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pennington Catherine B.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,000	$0.00	--

Holdings After Transaction: Common Stock — 11,668 shares (Direct)

Footnotes (1)

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Key Figures

Restricted stock grant: 5,000 shares Total holdings after grant: 11,668 shares Grant date: April 1, 2026 +3 more

6 metrics

Restricted stock grant 5,000 shares Restricted stock award under 2024 Equity Incentive Plan

Total holdings after grant 11,668 shares Common Stock held directly after April 1, 2026 grant

Grant date April 1, 2026 Date restricted stock award was granted

Vesting start date July 1, 2026 Quarterly vesting begins on this date

Vesting schedule length 4 quarters Award vests quarterly over four quarters

Recorded grant price $0.0000 per share Form 4 transaction price per share for the award

Key Terms

restricted stock award, 2024 Equity Incentive Plan, Continuous Service

3 terms

restricted stock award financial

"the Reporting Person was granted a restricted stock award for 5,000 shares"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

2024 Equity Incentive Plan financial

"under the Issuer's 2024 Equity Incentive Plan, which shall vest quarterly"

Continuous Service financial

"commencing on July 1, 2026, subject to the Reporting Person's Continuous Service"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 03:23 PM

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

NEVADA

89169

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A⁽¹⁾		5,000	A	$0	11,668	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 1, 2026, 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 shall vest quarterly for four (4) quarters commencing on July 1, 2026, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2024 Equity Incentive Plan).

	/s/ Cathy Pennington	04/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cardiff Lexington (CDIX) report for Catherine B. Pennington?

Cardiff Lexington reported that director Catherine B. Pennington received a restricted stock award of 5,000 Common Stock shares. The award was granted as equity compensation rather than an open-market purchase and is tied to service-based vesting conditions under the 2024 Equity Incentive Plan.

How many Cardiff Lexington (CDIX) shares were granted to the director?

Catherine B. Pennington was granted 5,000 shares of Cardiff Lexington Common Stock. These shares are structured as a restricted stock award and will not fully vest immediately, but instead follow a quarterly vesting schedule over four quarters beginning on July 1, 2026.

What is the vesting schedule for the 5,000 Cardiff Lexington (CDIX) restricted shares?

The 5,000-share restricted stock award will vest quarterly over four quarters, starting July 1, 2026. Vesting is conditioned on Pennington’s Continuous Service as defined in Cardiff Lexington’s 2024 Equity Incentive Plan, meaning she must remain in service for the shares to vest.

Under which plan was the Cardiff Lexington (CDIX) stock grant to Catherine B. Pennington made?

The grant was made under Cardiff Lexington’s 2024 Equity Incentive Plan. This plan governs equity-based compensation awards, including restricted stock, and specifies conditions such as vesting schedules and Continuous Service requirements that determine when awarded shares become fully earned.

What are Catherine B. Pennington’s Cardiff Lexington (CDIX) holdings after the grant?

After the restricted stock award, Catherine B. Pennington holds 11,668 shares of Cardiff Lexington Common Stock directly. This total includes the newly granted 5,000 shares, which will vest over time according to the quarterly schedule beginning July 1, 2026, subject to service.

Was the Cardiff Lexington (CDIX) stock grant to the director an open-market purchase?

No, the transaction was a grant of restricted stock, not an open-market purchase. The shares were awarded at a recorded price of $0.0000 per share as compensation under the 2024 Equity Incentive Plan, rather than being bought on the market by the director.