CytoDyn (CYDY) CEO receives 4.87M-option 2026 equity award at $0.28

Rhea-AI Filing Summary

CytoDyn Inc. reported that Chief Executive Officer Jacob P. Lalezari received a grant of non-qualified stock options for 4,874,691.0000 shares of common stock at an exercise price of $0.2800 per share as his annual fiscal 2026 award under the 2012 Equity Incentive Plan.

According to the vesting schedule, 1,218,672 underlying shares will vest on March 20, 2027, with the remaining options vesting in approximately equal monthly installments from April 2027 through March 2030, subject to continuous service. This is a compensation-related, non-market transaction.

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^*

Lalezari Jacob P

(Last) (First) (Middle)

1111 MAIN STREET, SUITE 660

(Street)

VANCOUVER WASHINGTON 98660

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc. [ CYDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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)
			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
Non-qualified stock option (right to buy)	$0.28	03/20/2026		A		4,874,691(1)		(2)	03/20/2036	Common Stock	4,874,691	$0	4,874,691	D

Explanation of Responses:

1. This grant was approved by the Company's Compensation Committee on March 20, 2026, and represents the annual grant to the individual for fiscal year 2026 consistent with past practice in recent years. This award was made in compliance with, and uses shares that are specifically reserved for issuance to employees, directors, and certain outside consultants under, the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan").

2. 1,218,672 shares will vest on March 20, 2027, and the balance will vest in approximately equal installments on the same day of each month of Continuous Service (as the term is defined in the 2012 Plan) beginning April 2027 through March 2030.

	/s/ Tyler Blok, attorney-in-fact for Jacob P. Lalezari	03/24/2026
	** 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)

FAQ

What insider transaction did CytoDyn (CYDY) report for its CEO?

CytoDyn reported a compensation-related grant of non-qualified stock options to CEO Jacob P. Lalezari for 4,874,691.0000 shares at a $0.2800 exercise price. This is an award under the company’s 2012 Equity Incentive Plan, not an open-market stock purchase or sale.

How many CytoDyn (CYDY) options were granted to the CEO and at what price?

Jacob P. Lalezari received 4,874,691.0000 non-qualified stock options with an exercise price of $0.2800 per share. These options give him the right to buy CytoDyn common stock at that price if and when they vest and he chooses to exercise them.

What is the vesting schedule for the CytoDyn (CYDY) CEO’s new stock options?

Of the 4,874,691.0000 options, 1,218,672 underlying shares will vest on March 20, 2027. The remaining options vest in roughly equal monthly installments from April 2027 through March 2030, contingent on Jacob P. Lalezari’s continuous service to CytoDyn.

Is the CytoDyn (CYDY) CEO’s Form 4 transaction a market buy or sell?

The Form 4 shows an option grant classified as a grant, award, or other acquisition, not a market trade. It is a non-qualified stock option award under CytoDyn’s 2012 Equity Incentive Plan, so no open-market buying or selling of common shares occurred in this transaction.

What plan governs the CytoDyn (CYDY) CEO’s 2026 stock option grant?

The CEO’s 4,874,691.0000-option grant was approved by CytoDyn’s Compensation Committee as the annual 2026 award under the company’s 2012 Equity Incentive Plan, as amended. The options are issued from shares specifically reserved for employees, directors, and certain consultants.

How many options does the CytoDyn (CYDY) CEO hold after this grant?

Following the reported transaction, Jacob P. Lalezari holds 4,874,691.0000 non-qualified stock options directly. These options relate to an equivalent number of CytoDyn common shares, subject to the vesting schedule running from March 2027 through March 2030 and future exercise decisions.