CytoDyn (CYDY) director receives 574K stock options as 2026 grant

Rhea-AI Filing Summary

CytoDyn Inc. director Lishomwa C. Ndhlovu received a non-qualified stock option grant covering 574,385 shares of common stock at an exercise price of $0.28 per share. The option expires on March 20, 2036 and was approved as the annual grant for fiscal year 2026 under CytoDyn's 2012 Equity Incentive Plan.

The award vests in 12 approximately equal monthly installments for continuous service from April 2026 through March 2027. After this grant, Ndhlovu holds stock options for 574,385 shares directly.

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

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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^*

Ndhlovu Lishomwa C

(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)

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

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		574,385(1)		(2)	03/20/2036	Common Stock	574,385	$0	574,385	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. The stock option will vest in 12 approximately equal installments on the same day of each month of Continuous Service (as the term is defined in the 2012 Plan) beginning April 2026 through March 2027.

	/s/ Tyler Blok, Attorney-in-Fact for Lishomwa C Ndhlovu	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 did CytoDyn (CYDY) director Lishomwa Ndhlovu receive in this Form 4 filing?

CytoDyn director Lishomwa C. Ndhlovu received a non-qualified stock option grant for 574,385 shares of common stock. The award is an annual fiscal 2026 grant approved by the compensation committee under CytoDyn’s 2012 Equity Incentive Plan for employees, directors, and certain consultants.

What is the exercise price and expiration date of the new CytoDyn (CYDY) stock options?

The granted options carry an exercise price of $0.28 per share and expire on March 20, 2036. This long-dated term allows the director to choose when to exercise, subject to vesting and continued service conditions set by CytoDyn’s equity plan.

How do the CytoDyn (CYDY) options granted to Lishomwa Ndhlovu vest over time?

The options vest in 12 approximately equal monthly installments from April 2026 through March 2027, contingent on continuous service. This monthly vesting schedule gradually delivers the full 574,385-share entitlement over one year rather than all at once.

Under which equity plan were the CytoDyn (CYDY) director’s options granted?

These options were granted under CytoDyn’s 2012 Equity Incentive Plan, as amended. The plan reserves shares specifically for issuance to employees, directors, and certain outside consultants, and this grant represents Ndhlovu’s annual award for CytoDyn’s fiscal year 2026.

How many CytoDyn (CYDY) options does Lishomwa Ndhlovu hold after this transaction?

Following this grant, Lishomwa C. Ndhlovu holds options for 574,385 shares of CytoDyn common stock directly. This Form 4 shows only this award, which is a compensation-related acquisition rather than an open-market purchase or sale of existing shares.

Is the CytoDyn (CYDY) Form 4 for Lishomwa Ndhlovu a buy or sell transaction?

The Form 4 reports an acquisition of derivative securities, not a market buy or sell of common stock. It records a grant of non-qualified stock options as compensation, coded as a grant or award, with no open-market purchase or sale activity disclosed.