ADIAL PHARMACEUTICALS, INC. 8-K

What Happened

• Adial Pharmaceuticals, Inc. announced on April 7, 2026 that its Compensation Committee approved restricted stock awards (RSAs) to senior executives and directors under the company's 2017 Equity Incentive Plan.
• Grants include 37,985 RSAs to CEO Cary Claiborne (28,800 for CEO role; 9,185 for director role), 17,325 RSAs to CFO Vinay Shah (for CFO role), and 26,510 RSAs to COO and director Tony Goodman (17,325 for COO role; 9,185 for director role).
• The committee also approved 9,185 RSAs each for directors Kevin Schuyler and Robertson H. Gilliland, and options to purchase 9,185 shares at $1.64 per share for director Kermit Anderson. A form of the Restricted Stock Award Agreement used for these grants was filed as Exhibit 10.1.

Key Details

• Grant date: Approved April 7, 2026.
• RSA counts: CEO 37,985; CFO 17,325; COO 26,510; two directors 9,185 each. Director option: 9,185 shares at $1.64 per share.
• Vesting: RSAs vest in full on the earlier of (i) one-year anniversary of the grant or (ii) a Change of Control under the 2017 Plan. Options subject to same vesting terms.

Why It Matters

• These grants are equity compensation — no immediate cash outflow — that will increase potential dilution if and when awards vest and shares are issued or options exercised.
• The awards align management and director interests with shareholders by tying compensation to company equity and include accelerated vesting upon a Change of Control.
• Investors should note the timing and size of awards for modeling potential share-based compensation expense and future dilution; the filing does not report departures or other changes in officer status.