SEC Form 4 · accession 0001185185-26-003631
Z Squared Inc. · ZSQR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Ryan Schadel
Officer — Chief Marketing Officer
Period of report
Aug 18, 2026
Accepted (ET)
Aug 20, 2026 · 6:01 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001759186
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 18, 2026 | P | 1,000 | $3.92 | A | 1,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Jun 3, 2026 | A | 2,806 | A | — | — | Common Stock | 2,806 | 12,674 | D |
| Stock Option (Right to Buy)F2 | $15.20 | Apr 27, 2026 | A | 100,000 | A | — | Apr 27, 2036 | Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF3 | $0.00 | Apr 27, 2026 | A | 9,868 | A | — | — | Common Stock | 9,868 | 9,868 | D |
Explanation of responses
- F1Represents Restricted stock units ("RSUs") granted under the issuer's 2025 Incentive Compensation Plan as a supplemental award in respect of the annual bonus under Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026. The number of RSUs was determined by dividing $30,000 by the closing price per share on the Nasdaq Global Market on June 3, 2026 ($10.69), rounded down to the nearest whole share. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The RSUs vest in equal quarterly installments over the one-year period commencing June 3, 2026, subject to continued employment on each vesting date.
- F2On April 27, 2026, the issuer and the reporting person entered into an Executive Employment Agreement (the "Employment Agreement"), pursuant to which the issuer agreed to grant the reporting person an option to purchase 100,000 shares of common stock at an exercise price equal to the fair market value of the common stock on the grant date. The Stock Option was granted pursuant to Section 3(c) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. The Stock Option vests in full on the date the fair market value of the common stock increases by 50% above the grant-date fair market value, as determined by the Board in its reasonable discretion, and remains exercisable for ten (10) years from the grant date, subject to earlier termination under the 2025 Plan and applicable award agreement.
- F3In addition, pursuant to the Employment Agreement, the issuer agreed to grant the reporting person an annual bonus of restricted stock units ("RSUs") having a grant-date fair market value of $150,000. The RSUs were granted pursuant to Section 3(b) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The number of RSUs reported was determined by dividing $150,000 by the closing price per share of the common stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share). The RSUs vest in equal quarterly installments over one year commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer on each vesting date.