CytoDyn (CYDY) director Dunlap Ryan receives 574,385 stock options at $0.28

Rhea-AI Filing Summary

CytoDyn Inc. director Dunlap Ryan reported receiving a grant of non-qualified stock options to buy 574,385 shares of common stock. The options have an exercise price of $0.28 per share and expire in March 2036. This award represents his annual fiscal 2026 grant under CytoDyn's 2012 Equity Incentive Plan.

The options vest in 12 approximately equal monthly installments from April 2026 through March 2027, conditioned on continued service. After this grant, Ryan holds 574,385 derivative securities, and the filing does not show any open-market purchases or sales of CytoDyn common stock.

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

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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^*

Dunlap Ryan

(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 Ryan Dunlap	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) director Dunlap Ryan report?

Dunlap Ryan reported a stock option grant. He received 574,385 non-qualified stock options to buy CytoDyn common shares at an exercise price of $0.28, representing his annual fiscal 2026 award under the company’s 2012 Equity Incentive Plan, with no open-market trades disclosed.

What are the key terms of Dunlap Ryan’s new CytoDyn (CYDY) stock options?

The grant covers 574,385 options at $0.28. These non-qualified options to purchase CytoDyn common stock were granted as an annual award, expire in March 2036, and vest in 12 roughly equal monthly installments from April 2026 through March 2027, subject to continued service.

How and when do Dunlap Ryan’s CytoDyn (CYDY) options vest?

The options vest monthly over one year. The 574,385 stock options will vest in 12 approximately equal installments on the same day of each month from April 2026 through March 2027, contingent on continuous service as defined in CytoDyn’s 2012 Equity Incentive Plan.

Is Dunlap Ryan’s CytoDyn (CYDY) Form 4 transaction an open-market buy or sell?

The Form 4 reports a compensation grant, not a trade. Ryan’s transaction is coded as a grant/award acquisition of non-qualified stock options, with no reported open-market purchases or sales of CytoDyn common stock, indicating routine equity compensation rather than discretionary trading activity.

Under which plan were Dunlap Ryan’s CytoDyn (CYDY) options granted?

The grant was made under CytoDyn’s 2012 Equity Incentive Plan. Footnotes state the award uses shares reserved for issuance to employees, directors, and certain outside consultants under the 2012 Equity Incentive Plan, as amended, and represents Ryan’s annual grant for fiscal year 2026.