Sec Form 4 Filing - Cunningham Alex H. @ Cardiff Lexington Corp - 2025-04-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cunningham Alex H.
2. Issuer Name and Ticker or Trading Symbol
Cardiff Lexington Corp [ CDIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3753 HOWARD HUGHES PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/09/2025
(Street)
LAS VEGAS, NV89169
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/24/2025 C( 2 ) 1,050,000 A $ 0 2,072,838 D
Common Stock 04/24/2025 C( 3 ) 270,000 A $ 0 2,342,838 D
Common Stock 04/24/2025 C( 4 ) 154,000 A $ 0 2,496,838 D
Common Stock 09/08/2025 J( 5 ) 2,496,834 D $ 0 4 D
Common Stock 09/08/2025 J( 5 ) 2,496,834 A $ 0 2,496,834 I Held by Alexander Hunt Cunningham, Sr. Revocable Trust
Common Stock 11/19/2025 C( 6 ) 10,073,092 A $ 0 10,073,096 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Series I Preferred Stock ( 7 ) 04/09/2025 J( 1 ) 195,750 11/21/2018 ( 7 ) Common Stock 391,500 $ 0 5,036,546 D
Series B Preferred Stock ( 8 ) 04/09/2025 J( 1 ) 150,000 04/09/2025 ( 8 ) Common Stock 300,000 $ 0 525,000 D
Series C Preferred Stock ( 9 ) 04/09/2025 J( 1 ) 3 04/09/2025 ( 9 ) Common Stock 30,000 $ 0 27 D
Series E Preferred Stock ( 10 ) 04/09/2025 J( 1 ) 27,000 04/09/2025 ( 10 ) Common Stock 54,000 $ 0 77,000 D
Series B Preferred Stock ( 8 ) 04/24/2025 C( 2 ) 525,000 04/09/2025 ( 8 ) Common Stock 1,050,000 $ 0 0 D
Series C Preferred Stock ( 9 ) 04/24/2025 C( 3 ) 27 04/09/2025 ( 9 ) Common Stock 270,000 $ 0 0 D
Series E Preferred Stock ( 10 ) 04/24/2025 C( 4 ) 77,000 04/09/2025 ( 10 ) Common Stock 154,000 $ 0 0 D
Series I Preferred Stock ( 7 ) 11/19/2025 C( 6 ) 5,036,546 11/21/2018 ( 7 ) Common Stock 10,073,092 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cunningham Alex H.
3753 HOWARD HUGHES PARKWAY, SUITE 200
LAS VEGAS, NV89169
X X Chief Executive Officer
Signatures
/s/ Alex Cunningham 12/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 9, 2025, the Reporting Person entered into a cancellation and exchange agreement with the Issuer, pursuant to which the Reporting Person surrendered 195,750 shares of Series I Preferred Stock to the Issuer for cancellation in exchange for the issuance of 150,000 shares of Series B Preferred Stock, 3 shares of Series C Preferred Stock and 27,000 shares of Series E Preferred Stock to the Reporting Person.
( 2 )On April 24, 2025, all shares of Series B Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.
( 3 )On April 24, 2025, all shares of Series C Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.
( 4 )On April 24, 2025, all shares of Series E Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.
( 5 )On September 8, 2025, the Reporting Person transferred 2,496,834 shares of Common Stock to Alexander Hunt Cunningham, Sr. Revocable Trust, of which the Reporting Person is the Trustee.
( 6 )On November 19, 2025, all shares of Series I Preferred Stock, including those held by the Reporting Person, were automatically converted into shares of Common Stock.
( 7 )Each share of Series I Preferred Stock is convertible into two (2) shares of Common Stock. The Series I Preferred Stock has no expiration date.
( 8 )Each share of Series B Preferred Stock is convertible into two (2) shares of Common Stock. The Series B Preferred Stock has no expiration date.
( 9 )Each share of Series C Preferred Stock is convertible into 10,000 shares of Common Stock. The Series C Preferred Stock has no expiration date.
( 10 )Each share of Series E Preferred Stock is convertible into two (2) shares of Common Stock. The Series E Preferred Stock has no expiration date.

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