Kaival Brands director granted 500,000 stock options

Kaival Brands Innovations Group director Mark L. Thoenes received a grant of stock options as equity compensation.

Rhea-AI Filing Summary

Kaival Brands Innovations Group director Mark L. Thoenes received a grant of stock options as equity compensation. He was awarded options to buy 500,000 shares of common stock at an exercise price of $0.0152 per share, expiring on March 31, 2036.

The options were granted under the company’s Amended and Restated 2020 Stock and Incentive Compensation Plan. They vest in four equal quarterly installments of 125,000 options at the end of each fiscal quarter over the next four quarters, subject to his continued service with the company.

Insider Trade Summary

Grant/Award: 500,000 shares

Grant/Award 1 txn

Insider THOENES MARK L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (right to buy)	500,000	$0.00	$0.00

Holdings After Transaction: Stock Options (right to buy) — 500,000 contracts (Direct)

Footnotes (2)

1. F1. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 500,000 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.
2. F2. The 500,000 non-qualified stock options shall vest and became exercisable in equal quarterly installments of 125,000 options at the end of each fiscal quarter over the next 4 quarters, subject to continued service.

Key Figures

Stock options granted: 500,000 options Exercise price: $0.0152 per share Expiration date: March 31, 2036 +3 more

6 metrics

Stock options granted 500,000 options Non-qualified options to buy common stock

Exercise price $0.0152 per share Strike price for option grant

Expiration date March 31, 2036 Option term end date

Vesting schedule 125,000 options per quarter Four equal quarterly installments over next 4 fiscal quarters

Shares underlying options 500,000 shares Common stock underlying granted options

Derivative holdings after grant 500,000 options Total stock options held following transaction

Key Terms

non-qualified stock option, Amended and Restated 2020 Stock and Incentive Compensation Plan, Stock Options (right to buy), vest and became exercisable

4 terms

non-qualified stock option financial

"The reported transaction involved the Reporting Person's receipt of a non-qualified stock option"

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

"granted pursuant to the applicable award agreement dated March 31, 2026, under the Issuer's Amended and Restated 2020 Stock and Incentive Compensation Plan"

Stock Options (right to buy) financial

"security_title: Stock Options (right to buy)"

vest and became exercisable financial

"shall vest and became exercisable in equal quarterly installments of 125,000 options"

FAQ

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

What insider transaction did KAVL director Mark L. Thoenes report?

Director Mark L. Thoenes reported receiving a grant of stock options for 500,000 shares of Kaival Brands common stock. These options represent compensation rather than an open-market purchase and give him the right to buy shares at a fixed exercise price if they vest.

What is the exercise price and term of Mark L. Thoenes’ KAVL stock options?

The granted stock options allow purchase of Kaival Brands common stock at an exercise price of $0.0152 per share. They expire on March 31, 2036, giving a long time window for potential exercise if vesting and other conditions are satisfied.

How do the 500,000 KAVL stock options granted to Mark L. Thoenes vest?

The 500,000 non-qualified stock options vest in four equal quarterly installments of 125,000 options. Vesting occurs at the end of each fiscal quarter over the next four quarters and remains contingent on Mr. Thoenes’ continued service with Kaival Brands.

Is Mark L. Thoenes’ KAVL option grant an open-market share purchase?

No, the transaction is a compensation-related grant, not an open-market purchase. It involves non-qualified stock options awarded at a $0.0152 exercise price under Kaival Brands’ 2020 Stock and Incentive Compensation Plan, rather than buying existing shares on the market.

Under which plan were Mark L. Thoenes’ KAVL stock options granted?

The 500,000 non-qualified stock options were granted under Kaival Brands’ Amended and Restated 2020 Stock and Incentive Compensation Plan. This plan governs equity-based awards such as stock options used to compensate and incentivize directors and other eligible participants.

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

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Accepted by SEC EDGAR 04/07/2026 - 04:17 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)
03/31/2026

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
Stock Options (right to buy)(1)	$0.0152	03/31/2026		A		500,000		(2)	03/31/2036	Common Stock	500,000	$0	500,000	D

Explanation of Responses:

1. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 500,000 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.

2. The 500,000 non-qualified stock options shall vest and became exercisable in equal quarterly installments of 125,000 options at the end of each fiscal quarter over the next 4 quarters, subject to continued service.

	/s/ Mark Thoenes	04/07/2026
	** 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)