Cardiff Oncology Form 4: 40.6k option grant to Director Rodney Markin

Rhea-AI Filing Summary

Cardiff Oncology, Inc. (CRDF) – Form 4 filing dated 06/30/2025

The filing discloses that director Rodney S. Markin received 40,565 stock options on 06/26/2025 at an exercise price of $3.16 per share. The options become exercisable on 06/26/2026 and expire on 06/26/2035. The transaction is coded “A,” indicating an award or grant with no cash paid by the insider. Following the grant, Markin holds 222,865 derivative securities (stock options) directly. No open-market purchases or sales of common stock were reported, and no changes were recorded in Markin’s non-derivative share ownership.

The grant is a routine equity incentive intended to align the director’s interests with those of shareholders. Given the modest size relative to Cardiff Oncology’s total shares outstanding, the transaction is considered immaterial from a dilution standpoint and does not, by itself, signal any change to the company’s strategic outlook or financial condition.

Insights

Securities Analyst

TL;DR: Routine option grant; no immediate market impact or signal on fundamentals.

The award of 40,565 options at $3.16 to a board member is standard governance practice. It marginally increases potential dilution but remains negligible versus the company’s fully diluted share count. No share purchases or sales occurred, so there is no directional sentiment to infer. The strike price sits near recent trading ranges, suggesting the grant aligns future upside with shareholder value creation.

Corporate Governance Expert

TL;DR: Governance-aligned incentive; neutral impact on ownership structure.

The one-year vesting and ten-year term match common small-cap biotech board compensation norms. The filing confirms continued compliance with Section 16 reporting requirements and shows transparent disclosure. Because the grant represents a fraction of 1% of outstanding shares, dilution risk is minimal, and the move neither strengthens nor weakens governance positions materially.

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^*

Markin Rodney S

(Last) (First) (Middle)

C/O CARDIFF ONCOLOGY, INC.

11055 FLINTKOTE AVENUE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiff Oncology, Inc. [ CRDF ]

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)
06/26/2025

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

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 Options	$3.16	06/26/2025		A		40,565		06/26/2026	06/26/2035	Common Stock	40,565	$0	222,865	D

Explanation of Responses:

	/s/ Rodney Markin	06/30/2025
	** 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

How many Cardiff Oncology (CRDF) stock options did Rodney S. Markin receive?

40,565 options were granted on 06/26/2025.

What is the exercise price of the newly granted CRDF options?

The strike price is $3.16 per share.

When do the options granted to Rodney S. Markin vest and expire?

They begin to vest on 06/26/2026 and expire on 06/26/2035.

Did the Form 4 report any open-market purchases or sales of CRDF common stock?

No. The filing lists only an option award (code “A”) with no stock bought or sold.

What is Rodney S. Markin’s total derivative holdings in CRDF after this transaction?

He now beneficially owns 222,865 stock options directly.