Form 4 for ZSQR Z Squared Inc.

Accepted 2026-08-20 06:01:54 ET · period of report 2026-08-18 · accession 0001185185-26-003631 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2026-08-20 06:01	2026-08-18	ZSQR	Schadel Christopher Ryan	CMO	P - Purchase	$3.92	+1,000	1,000	New	+$3,920
DM	2026-08-20 06:01	2026-04-27+	ZSQR	Schadel Christopher Ryan	CMO	A - Grant	$0.00	+112.7K	9,868	New	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2026-08-18	P	A	1,000	$3.92	1,000	D	—	—
2	Derivative	Restricted Stock Units	2026-06-03	A	A	2,806	$0.00	12,674	D	$0.00 · — to —	2,806 Common Stock	(F1) Represents 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. (F1) Represents 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. (F1) Represents 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. (F1) Represents 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.
3	Derivative	Stock Option (Right to Buy)	2026-04-27	A	A	100,000	$0.00	100,000	D	$15.20 · — to 2036-04-27	100,000 Common Stock	(F2) On 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. (F2) On 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.
4	Derivative	Restricted Stock Units	2026-04-27	A	A	9,868	$0.00	9,868	D	$0.00 · — to —	9,868 Common Stock	(F3) In 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. (F3) In 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. (F3) In 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.