Kaival Brands Innovations Group Inc

04/07/2026 | Press release | Distributed by Public on 04/07/2026 14:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MORRIS ERIC
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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
1317 EDGEWATER DR, SUITE 730
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
(Street)
GRANT-VALKARIA, FL 32949
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Common Stock 03/31/2026 A 3,000,000(1) A $ 0 3,006,020 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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)(2) $0.0152 03/31/2026 A 3,000,000 (3) 03/31/2036 Common Stock 3,000,000 $ 0 3,000,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORRIS ERIC
1317 EDGEWATER DR
SUITE 730
GRANT-VALKARIA, FL 32949
X X CFO

Signatures

/s/ Eric Morris 04/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction involved the Reporting Person's receipt of a restricted stock award for 3,000,000 shares of the Issuer's common Stock (the "RSA"). The RSA 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. The RSA represents a contingent right to receive 3,000,000 shares of the Issuer's common stock. Of the 3,000,000 RSAs, 600,000 vests immediately and the remaining 2,400,000 vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service.
(2) The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 3,000,000 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.
(3) Of the 3,000,000 non-qualified stock options, 600,000 vest and became exercisable immediately and the remaining 2,400,000 shall vest and become exercisable in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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