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☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31 , 2026 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-49908 CYTODYN CytoDyn Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 1111 Main Street , Suite 660 Vancouver , Washington ( Address of principal executive offices ) Registrant's Telephone Number , including area code : ( 360 ) 980-8524 83-1887078 ( I.R.S. Employer Identification No. ) 98660 ( Zip Code ) Title of each class None . Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) None . Name of each exchange on which registered None . Securities registered pursuant to Section 12 ( g ) of the Act : Title of class Common Stock , par value $ 0.001 per share Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No ☐ Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No ☐ Indicate by checkmark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer П ☐ ☑ Accelerated filer Smaller reporting company Emerging growth company 冈 ☐ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☐ If securities are registered pursuant to Section 12 ( b ) of the Act , indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements . Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D - 1 ( b ) . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No ☑ State the aggregate market value of the voting and non - voting common equity held by non - affiliates computed by reference to the price at which the common equity was last sold , or the average bid and ask price of such common equity , as of the last business day of the registrant's most recently completed second fiscal quarter : $ 417,678 thousand as of November 30 , 2025 . As of July 31 , 2026 , the registrant had 1,381,942 thousand shares of common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Document Portions of the Proxy Statement for the 2026 Annual Meeting of Stockholders Parts Into Which Incorporated Part III