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Kaival Brands (NASDAQ: KAVL) awards CFO 3M RSAs and 3M stock options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kaival Brands Innovations Group, Inc. CFO Eric Morris reported new equity compensation awards. He received a restricted stock award covering 3,000,000 shares of common stock, with 600,000 shares vesting immediately and 2,400,000 vesting in 200,000-share quarterly installments over the next 12 fiscal quarters, subject to continued service.

He was also granted a non-qualified stock option for 3,000,000 shares of common stock at an exercise price of $0.0152 per share, expiring on March 31, 2036. Of these options, 600,000 vested immediately and 2,400,000 will vest in equal 200,000-option quarterly installments over 12 fiscal quarters, subject to continued service. Following the award, he directly holds 3,006,020 shares of common stock and 3,000,000 stock options.

Positive

  • None.

Negative

  • None.
Insider MORRIS ERIC
Role CFO
Type Security Shares Price Value
Grant/Award Stock Options (right to buy) 3,000,000 $0.00 --
Grant/Award Common Stock 3,000,000 $0.00 --
Holdings After Transaction: Stock Options (right to buy) — 3,000,000 shares (Direct); Common Stock — 3,006,020 shares (Direct)
Footnotes (1)
  1. The reported transaction involved the Reporting Person's receipt of a restricted stock award for 3,000,000 shares of the Issuer's common Stock (the "RSA"). The RSA was granted pursuant to the applicable award agreement dated March 31, 2026, under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan. The RSA represents a contingent right to receive 3,000,000 shares of the Issuer's common stock. Of the 3,000,000 RSAs, 600,000 vests immediately and the remaining 2,400,000 vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 3,000,000 shares of the Issuer's common stock. The option was granted pursuant to the applicable award agreement dated March 31, 2026, under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan. Of the 3,000,000 non-qualified stock options, 600,000 vest and became exercisable immediately and the remaining 2,400,000 shall vest and become exercisable in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.
Restricted stock award size 3,000,000 shares CFO restricted stock award on March 31, 2026
Immediate RSA vesting 600,000 shares Portion of restricted stock vesting immediately
Option grant size 3,000,000 options Non-qualified stock option grant to CFO
Option exercise price $0.0152 per share Exercise price of non-qualified stock options
Option expiration March 31, 2036 Expiration date of non-qualified stock options
CFO common shares held 3,006,020 shares Common stock directly held after transactions
Quarterly vesting tranches 200,000 units Quarterly vesting size for RSAs and options over 12 quarters
restricted stock award financial
"The reported transaction involved the Reporting Person's receipt of a restricted stock award for 3,000,000 shares"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
non-qualified stock option financial
"The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 3,000,000 shares"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Amended and Restated 2020 Stock and Incentive Compensation Plan financial
"The option was granted pursuant to the applicable award agreement ... under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan"
vesting financial
"600,000 vests immediately and the remaining 2,400,000 vest in equal quarterly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
fiscal quarter financial
"vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
MORRIS ERIC
(Last)(First)(Middle)
1317 EDGEWATER DR
SUITE 730
(Street)
GRANT-VALKARIA FLORIDA 32949
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Kaival Brands Innovations Group, Inc. [ KAVL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026A3,000,000(1)A$03,006,020D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)(2)$0.015203/31/2026A3,000,000 (3)03/31/2036Common Stock3,000,000$03,000,000D
Explanation of Responses:
1. The reported transaction involved the Reporting Person's receipt of a restricted stock award for 3,000,000 shares of the Issuer's common Stock (the "RSA"). The RSA was granted pursuant to the applicable award agreement dated March 31, 2026, under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan. The RSA represents a contingent right to receive 3,000,000 shares of the Issuer's common stock. Of the 3,000,000 RSAs, 600,000 vests immediately and the remaining 2,400,000 vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service.
2. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 3,000,000 shares of the Issuer's common stock. The option was granted pursuant to the applicable award agreement dated March 31, 2026, under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan.
3. Of the 3,000,000 non-qualified stock options, 600,000 vest and became exercisable immediately and the remaining 2,400,000 shall vest and become exercisable in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.
/s/ Eric Morris04/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did KAVL CFO Eric Morris receive on March 31, 2026?

Eric Morris received a restricted stock award for 3,000,000 Kaival Brands shares and a non-qualified stock option for 3,000,000 shares. Both equity awards were granted under the Amended and Restated 2020 Stock and Incentive Compensation Plan.

How do the KAVL restricted stock awards to the CFO vest?

The restricted stock award for 3,000,000 shares vests partly immediately and partly over time. 600,000 shares vest immediately, while 2,400,000 vest in 200,000-share installments at the end of each fiscal quarter over the next 12 quarters, subject to continued service.

What are the key terms of the KAVL CFO’s 3,000,000 stock options?

The non-qualified stock options cover 3,000,000 Kaival Brands shares at an exercise price of $0.0152 per share. They expire on March 31, 2036, with 600,000 options vesting immediately and 2,400,000 vesting quarterly over 12 fiscal quarters, subject to continued service.

How many Kaival Brands shares does the CFO hold after these transactions?

After the reported transactions, Eric Morris directly holds 3,006,020 shares of Kaival Brands common stock. This figure reflects his direct ownership position as shown in the Form 4 following the March 31, 2026 equity awards.

Are the KAVL CFO’s new equity awards tied to a specific compensation plan?

Yes. Both the 3,000,000-share restricted stock award and the 3,000,000-share non-qualified stock option were granted under Kaival Brands’ Amended and Restated 2020 Stock and Incentive Compensation Plan, pursuant to award agreements dated March 31, 2026.

Do the KAVL CFO’s equity awards vest immediately or over time?

They vest both immediately and over time. For each of the 3,000,000-share restricted stock and option grants, 600,000 units vest immediately, while 2,400,000 units vest in equal 200,000-unit quarterly installments over 12 fiscal quarters, contingent on continued service.