Lalezari Jacob P 4

What Happened
Jacob P. Lalezari, CEO of CytoDyn, received an equity award of 4,874,691 shares (reported as a derivative acquisition) on March 20, 2026. The shares were granted at $0.00 (no cash paid) under the company’s 2012 Equity Incentive Plan; value to the holder depends on CytoDyn’s market price when/if the shares vest or are issued. This is a compensation grant (not an open‑market purchase or sale).

Key Details

• Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (filed within required reporting window).
• Instrument/price: Grant/award (derivative) of 4,874,691 shares at $0.00.
• Vesting: 1,218,672 shares vest on March 20, 2027; remaining shares vest in approximately equal monthly installments from April 2027 through March 2030.
• Authorization: Approved by the Compensation Committee on March 20, 2026; uses shares reserved under the 2012 Equity Incentive Plan.
• Shares owned after transaction: Not specified in this filing.
• Filing timeliness: Filed March 24 for a March 20 grant — within the typical two business‑day Form 4 deadline.

Context
This is a standard executive compensation award subject to multi‑year vesting, meaning the CEO does not receive fully vested, tradable shares immediately. Such grants are routine for retaining executives and do not by themselves indicate immediate buying or selling pressure. Because the award is derivative/subject to vesting, the economic benefit depends on future company performance and share price at vesting.