Z Squared (ZSQR) begins $1M stock grant to Co-CEO Burke

Rhea-AI Filing Summary

Burke Michelle Ellen reported acquisition or exercise transactions in this Form 4 filing.

Z Squared Inc. reported that Co-Chief Executive Officer Michelle Ellen Burke received a grant of 16,447 shares of common stock on April 27, 2026. This award was issued at no cash cost to her as part of her compensation.

The grant represents the first of four equal quarterly stock tranches under an Amendment to her Service Agreement, which provides for $1,000,000 worth of Z Squared common stock in total. The 16,447 shares were calculated by dividing $250,000 by the closing price of Z Squared’s common stock on the Nasdaq Global Market on April 27, 2026, rounded down to the nearest whole share. Following this transaction, she directly holds 16,447 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Burke Michelle Ellen

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,447	$0.00	--

Holdings After Transaction: Common Stock — 16,447 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares granted: 16,447 shares Tranche value: $250,000 Total stock compensation: $1,000,000 +1 more

4 metrics

Shares granted 16,447 shares Common stock grant on April 27, 2026

Tranche value $250,000 Value of each quarterly stock tranche

Total stock compensation $1,000,000 Total value of stock to be issued under amended agreement

Shares after transaction 16,447 shares Direct holdings following the reported grant

Key Terms

Amendment to Service Agreement, 2025 Incentive Compensation Plan, Nasdaq Global Market, quarterly tranches

4 terms

Amendment to Service Agreement financial

"the issuer entered into an Amendment to Service Agreement with the reporting person"

2025 Incentive Compensation Plan financial

"issued pursuant to the Z Squared, Inc. 2025 Incentive Compensation Plan"

Nasdaq Global Market market

"closing price per share of the issuer's common stock on the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

quarterly tranches financial

"payable in four equal quarterly tranches"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burke Michelle Ellen

(Last) (First) (Middle)

C/O Z SQUARED INC.

550 SOUTH ANDREWS AVENUE, SUITE 700

(Street)

FORT LAUDERDALE FLORIDA 33301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Z Squared Inc. [ ZSQR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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(1)	04/27/2026		A		16,447	A	$0	16,447	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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On April 27, 2026, the issuer entered into an Amendment to Service Agreement with the reporting person, pursuant to which the issuer agreed to issue $1,000,000 worth of shares of the issuer's common stock to the reporting person, payable in four equal quarterly tranches. The shares reported herein represent the first such tranche, issued pursuant to the Z Squared, Inc. 2025 Incentive Compensation Plan. The number of shares reported was determined by dividing $250,000 by the closing price per share of the issuer's common stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share).

	/s/ Michelle Burke	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Z Squared Inc. (ZSQR) disclose for Michelle Ellen Burke?

Z Squared disclosed that Co-Chief Executive Officer Michelle Ellen Burke received a grant of 16,447 shares of common stock. The award was issued as compensation under an amended service agreement and did not involve any cash purchase by the executive.

How many Z Squared (ZSQR) shares were granted to the Co-CEO and what is the basis?

Michelle Ellen Burke was granted 16,447 shares of Z Squared common stock. This first tranche was based on $250,000 divided by the stock’s Nasdaq Global Market closing price on April 27, 2026, rounded down to the nearest whole share.

What is the total stock compensation amount under Z Squared’s amended service agreement?

The amended service agreement provides Michelle Ellen Burke with $1,000,000 worth of Z Squared common stock. This total is structured as four equal quarterly tranches of $250,000 each, with the first tranche represented by the 16,447 shares reported.

How are Z Squared (ZSQR) stock tranches for the Co-CEO calculated?

Each tranche is determined by dividing $250,000 by the closing price of Z Squared common stock on the Nasdaq Global Market on April 27, 2026, and rounding down. The first such calculation resulted in a grant of 16,447 common shares.

What is Michelle Ellen Burke’s direct Z Squared shareholding after this Form 4 transaction?

After the reported grant, Michelle Ellen Burke directly holds 16,447 shares of Z Squared common stock. This figure reflects her ownership immediately following the first quarterly tranche issued under the amended service agreement and 2025 Incentive Compensation Plan.

Under which plan was the Z Squared (ZSQR) stock grant to the Co-CEO issued?

The 16,447-share grant to Co-Chief Executive Officer Michelle Ellen Burke was issued under the Z Squared, Inc. 2025 Incentive Compensation Plan. The award also stems from an Amendment to her Service Agreement executed on April 27, 2026.