Kaival Brands director granted 250K options

Kaival Brands Innovations Group, Inc. (KAVL) reported that director Mark L. Thoenes received a grant of 250,000 non-qualified stock options on August 15, 2026 under the Amended and Restated 2020 Stock and Incentive Compensation Plan.

Rhea-AI Filing Summary

Kaival Brands Innovations Group, Inc. (KAVL) reported that director Mark L. Thoenes received a grant of 250,000 non-qualified stock options on August 15, 2026 under the Amended and Restated 2020 Stock and Incentive Compensation Plan. The options have an exercise price of $0.0273 per share and now bring his reported option holdings to 750,000 options.

The award vests in full on the earlier of December 31, 2026 or a Change in Control, subject to his continued service as a director, and expires on August 15, 2036. No Rule 10b5-1 trading plan is reported for this grant.

Insider Trade Summary

Grant/Award: 250,000 shares

Grant/Award 1 txn

Insider THOENES MARK L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy) F1, F3, F2, F4	250,000	$0.00	$0.00

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 750,000 contracts (Direct)

Footnotes (4)

1. F1. Non-qualified stock option for 250,000 shares granted on August 15, 2026 under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan.
2. F2. Vests in full on the earlier of December 31, 2026 or a Change in Control, subject to continued service as a director.
3. F3. Exercise price equals Fair Market Value on the Grant Date.
4. F4. Includes 500,000 options previously reported on the Form 4 filed April 7, 2026.

Key Figures

Options granted: 250,000 options Exercise price: $0.0273 per share Options held after transaction: 750,000 options +3 more

6 metrics

Options granted 250,000 options Non-qualified stock option grant to Mark L. Thoenes on August 15, 2026

Exercise price $0.0273 per share Exercise price equals Fair Market Value on the August 15, 2026 grant date

Options held after transaction 750,000 options Total reported options held by Mark L. Thoenes following the grant

Previously reported options 500,000 options Options previously reported on Form 4 filed April 7, 2026

Vesting date December 31, 2026 Vests earlier of this date or a Change in Control, subject to continued service

Expiration date August 15, 2036 Expiration of the non-qualified stock options granted on August 15, 2026

Key Terms

Non-Qualified Stock Option, Fair Market Value, Change in Control, Amended and Restated 2020 Stock and Incentive Compensation Plan

4 terms

Non-Qualified Stock Option financial

"Non-qualified stock option for 250,000 shares granted on August 15, 2026"

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.

Fair Market Value financial

"Exercise price equals Fair Market Value on the Grant Date"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Change in Control financial

"Vests in full on the earlier of December 31, 2026 or a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Amended and Restated 2020 Stock and Incentive Compensation Plan financial

"granted ... under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did KAVL disclose about director Mark L. Thoenes in this Form 4?

KAVL disclosed that director Mark L. Thoenes received a grant of 250,000 non-qualified stock options on August 15, 2026, under the company’s Amended and Restated 2020 Stock and Incentive Compensation Plan.

What are the key terms of the 250,000 KAVL stock options granted to Mark L. Thoenes?

The grant covers 250,000 options with an exercise price of $0.0273 per share, vesting in full on the earlier of December 31, 2026 or a Change in Control, and expiring on August 15, 2036.

How many KAVL options does Mark L. Thoenes hold after this transaction?

After this grant, Mark L. Thoenes is reported to hold 750,000 stock options directly, which includes 500,000 options previously reported on a Form 4 filed April 7, 2026.

Was the KAVL option grant to Mark L. Thoenes made under a Rule 10b5-1 plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and no footnote states that the August 15, 2026 option grant was made under a Rule 10b5-1 trading plan.

What is the vesting condition for the new KAVL options granted to Mark L. Thoenes?

The 250,000 options vest in full on the earlier of December 31, 2026 or a Change in Control, provided Mark L. Thoenes continues to serve as a director through that time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 04:08 PM Accepted by SEC EDGAR 09/16/2026 - 04:07 PM Learn about SEC filing dates

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^*

THOENES MARK L

(Last) (First) (Middle)

1317 EDGEWATER DR, SUITE 730

(Street)

ORLANDO 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

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)(1)	$0.0273(3)	08/15/2026		A		250,000		12/31/2026(2)	08/15/2036	Common Stock	250,000	$0	750,000(4)	D

Explanation of Responses:

1. Non-qualified stock option for 250,000 shares granted on August 15, 2026 under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan.

2. Vests in full on the earlier of December 31, 2026 or a Change in Control, subject to continued service as a director.

3. Exercise price equals Fair Market Value on the Grant Date.

4. Includes 500,000 options previously reported on the Form 4 filed April 7, 2026.

	/s/ Mark Thoenes	09/15/2026
	** 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)