Form 4: Cardiff Lexington Director Receives Equity Grants

Cardiff Lexington Corp. Director Catherine B. Pennington received grants of restricted stock and stock options under the company's 2024 Equity Incentive Plan.

Summary

• Catherine B. Pennington, a Director of Cardiff Lexington Corp. (CDIX), reported changes in her beneficial ownership.
• On September 26, 2025, Ms. Pennington was granted 5,000 shares of Common Stock as a restricted stock award under the Issuer's 2024 Equity Incentive Plan, which vested in full on the grant date.
• Also on September 26, 2025, she received another restricted stock award for 5,000 shares of Common Stock under the same plan, with 1,250 shares vesting immediately and the remaining shares vesting quarterly for three quarters starting October 1, 2025.
• On December 11, 2025, Ms. Pennington was granted a stock option to purchase 50,000 shares of Common Stock under the 2024 Equity Incentive Plan, with an exercise price of $1.729.
• The stock option will vest quarterly for four quarters commencing on January 1, 2026, and expires on December 11, 2035.
• Following these transactions, Ms. Pennington beneficially owns 20,000 shares of Common Stock directly and 50,000 derivative securities (stock options) directly.

Sentiment

Score: 6

Explanation: The filing reports an insider acquisition of equity, which generally indicates confidence in the company's future prospects and aligns the director's interests with shareholders. This is typically viewed as a positive signal.

Positives

• The grants of restricted stock and stock options align the director's interests with those of the shareholders, indicating a commitment to the company's long-term performance.
• The use of an equity incentive plan (2024 Equity Incentive Plan) is a standard corporate governance practice to attract and retain key personnel.

Future Outlook

The future outlook indicates continued alignment of the director's interests with the company through the vesting schedules of the granted restricted stock and stock options, which are contingent on continuous service.

Industry Context

Equity grants to directors and executives are a common practice across industries to incentivize long-term performance and ensure alignment with shareholder interests. The 2024 Equity Incentive Plan reflects a standard approach to compensation and retention within publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with the company's performance, potentially leading to more focused decision-making aimed at long-term value creation.
• Employees: The existence and utilization of an equity incentive plan can signal a commitment to attracting and retaining talent, potentially boosting morale and performance.

Next Steps

• Continued vesting of 3,750 restricted shares quarterly commencing October 1, 2025, subject to continuous service.
• Continued vesting of 50,000 stock options quarterly commencing January 1, 2026, subject to continuous service.

Key Dates

Keywords

Cardiff Lexington Corp, CDIX, Insider Transaction, Form 4, Restricted Stock Award, Stock Option, Equity Incentive Plan, Director Compensation, Beneficial Ownership