CytoDyn (CYDY) CFO receives 4.87M-option equity grant at $0.28 strike

Rhea-AI Filing Summary

CytoDyn Inc. reported that Chief Financial Officer Robert E. Hoffman received a grant of non-qualified stock options covering 4,874,691 shares of common stock. The options have an exercise price of $0.28 per share and expire on March 20, 2036.

This award represents his annual equity grant for fiscal year 2026 under CytoDyn's 2012 Equity Incentive Plan. Vesting is time-based: 1,218,672 shares vest on March 20, 2027, with the remaining options vesting in approximately equal monthly installments from April 2027 through March 2030, contingent on continued service.

Insights

Equity compensation analyst

CFO receives large time-vested option grant as routine compensation.

The filing shows CytoDyn's CFO, Robert E. Hoffman, receiving 4,874,691 non-qualified stock options at an exercise price of $0.28 per share, expiring on March 20, 2036. The grant is described as his annual award for fiscal year 2026 under the 2012 Equity Incentive Plan.

The options vest over several years: 1,218,672 shares vest on March 20, 2027, and the balance vests in roughly equal monthly installments from April 2027 through March 2030, conditioned on continuous service. This structure encourages retention and aligns compensation with longer-term company performance rather than signaling a market transaction.

Because this is a compensation grant at zero cost on grant date, not an open-market purchase or sale, it is typically seen as a routine governance and pay practice rather than a directional trading signal. Future company filings may detail additional equity awards or changes to the equity plan.

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^*

Hoffman Robert E.

(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 Financial 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 Robert E. Hoffman	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) disclose about CFO Robert Hoffman in this Form 4?

CytoDyn disclosed that CFO Robert E. Hoffman received a grant of 4,874,691 non-qualified stock options at an exercise price of $0.28 per share, expiring March 20, 2036, as his annual fiscal 2026 equity award under the 2012 Equity Incentive Plan.

Is the CytoDyn (CYDY) Form 4 for Robert Hoffman a stock purchase or a compensation grant?

The Form 4 reflects a compensation grant, not a market purchase. Hoffman received 4,874,691 non-qualified stock options with a $0.28 exercise price, approved by the Compensation Committee as his annual fiscal 2026 award under CytoDyn’s 2012 Equity Incentive Plan.

What is the vesting schedule for Robert Hoffman’s CytoDyn (CYDY) stock options?

The options vest over several years. 1,218,672 shares vest on March 20, 2027, and the remaining options vest in approximately equal monthly installments from April 2027 through March 2030, conditioned on continuous service as defined in the 2012 Equity Incentive Plan.

How many CytoDyn (CYDY) shares underlie Robert Hoffman’s new stock option grant?

The grant covers 4,874,691 shares of CytoDyn common stock. These are underlying shares for a non-qualified stock option with a $0.28 exercise price, awarded as the CFO’s annual equity grant for fiscal year 2026 under the company’s 2012 Equity Incentive Plan.

Under which plan were Robert Hoffman’s CytoDyn (CYDY) options granted?

The options were granted under CytoDyn’s 2012 Equity Incentive Plan, as amended. The filing notes that the award uses shares specifically reserved for issuance to employees, directors, and certain outside consultants under this plan and was approved by the Compensation Committee.

Does the CytoDyn (CYDY) Form 4 indicate any stock sales by CFO Robert Hoffman?

The Form 4 does not report any stock sales. It shows a single acquisition transaction: a grant of 4,874,691 non-qualified stock options at a $0.28 exercise price, with vesting from March 2027 through March 2030, as part of his annual compensation package.