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Z Squared Inc. (NASDAQ: COEP) grants CMO RSUs and 100,000-share option

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Z Squared Inc. granted its Chief Marketing Officer, Christopher Ryan Schadel, new equity awards as part of his Executive Employment Agreement. He received 9,868 restricted stock units, representing the right to receive the same number of common shares as they vest.

The company also granted a stock option for 100,000 shares of common stock at an exercise price of $15.20 per share, which remains exercisable for ten years from the April 27, 2026 grant date, subject to earlier termination. The option vests in full once the fair market value of the common stock increases by 50% above the grant-date fair market value, as determined by the board.

The RSUs have a grant-date fair market value of $150,000 and vest in equal quarterly installments over one year starting April 27, 2026, conditioned on Schadel’s continued employment with the company on each vesting date.

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Insider Schadel Christopher Ryan
Role Chief Marketing Officer
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 100,000 $0.00 $0.00
Grant/Award Restricted Stock Units 9,868 $0.00 $0.00
Holdings After Transaction: Stock Option (Right to Buy) — 100,000 shares (Direct); Restricted Stock Units — 9,868 shares (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. Iin 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.
RSUs granted 9,868 RSUs Grant to CMO on April 27, 2026
Option shares granted 100,000 shares Stock option underlying common shares
Option exercise price $15.20 per share Stock option strike price
RSU grant-date value $150,000 Fair market value used to size RSU award
Option term 10 years Option exercisable period from April 27, 2026
Option vesting trigger 50% price increase Stock price must rise 50% above grant-date value
Restricted Stock Units financial
"The RSUs were granted pursuant to Section 3(b) of the Employment Agreement"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Executive Employment Agreement financial
"the issuer and the reporting person entered into an Executive Employment Agreement"
Incentive Compensation Plan financial
"granted pursuant to Section 3(c) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan"
An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.
Stock Option financial
"the issuer agreed to grant the reporting person an option to purchase 100,000 shares of common stock"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity awards did Z Squared Inc. grant to its CMO on this Form 4?

Z Squared Inc. granted Chief Marketing Officer Christopher Ryan Schadel 9,868 restricted stock units and a stock option for 100,000 common shares. Both awards were issued under his Executive Employment Agreement and the 2025 Incentive Compensation Plan as part of his compensation package.

How many restricted stock units were granted to the Z Squared Inc. CMO?

The CMO received 9,868 restricted stock units, with each RSU representing a contingent right to one share of common stock upon vesting. These RSUs have a grant-date fair market value of $150,000 and vest in equal quarterly installments over one year, starting April 27, 2026.

What are the key terms of the 100,000-share stock option granted by Z Squared Inc.?

Z Squared Inc. granted a stock option covering 100,000 common shares at a $15.20 exercise price. The option vests in full when the fair market value of the stock rises 50% above the grant-date value and remains exercisable for ten years, subject to earlier termination provisions.

How was the number of RSUs for the Z Squared Inc. CMO determined?

The 9,868 RSUs were calculated by dividing a $150,000 grant-date fair market value by the closing price of Z Squared’s common stock on April 27, 2026, on the Nasdaq Global Market, then rounding down to the nearest whole share. This ties the award size directly to the market price.

What are the vesting conditions for the RSUs granted by Z Squared Inc.?

The RSUs vest in four equal quarterly installments over one year beginning April 27, 2026. Vesting is conditioned on the CMO’s continued employment with Z Squared Inc. on each vesting date, aligning the award with short-term service and retention objectives during the year.

What performance condition applies to the Z Squared Inc. CMO’s stock option?

The stock option vests in full only when the fair market value of Z Squared’s common stock increases by 50% above the grant-date fair market value. The company’s board determines this increase in its reasonable discretion, linking vesting directly to substantial share price appreciation.
SEC Form 4
FORM 4UNITED 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*
Schadel Christopher Ryan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Marketing 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)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)(1)$15.204/27/2026A100,000 (1)04/27/2036Common Stock100,000$0100,000D
Restricted Stock Units(2)$004/27/2026A9,868 (2) (2)Common Stock9,868$09,868D
Explanation of Responses:
1. 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.
2. Iin 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.
/s/ Ryan Schadel04/30/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)