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Z Squared (COEP) CFO awarded 100,000 options and 16,447 RSUs in new deal

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Z Squared Inc. granted its Chief Financial Officer, Brian Cogley, new equity awards as part of an amended and restated executive employment agreement. On April 27, 2026, he received 100,000 stock options with an exercise price of $15.20 per share. These options vest in full once the Board determines the fair market value of the common stock has increased by 50% above the grant-date fair market value and remain exercisable for ten years, subject to plan terms.

He also received 16,447 restricted stock units (RSUs), representing a grant value of $250,000 based on the Nasdaq closing price on April 27, 2026. The RSUs vest in equal quarterly installments over one year, contingent on his continued employment. Both awards are issued under the Z Squared Inc. 2025 Incentive Compensation Plan and function as compensation grants rather than open-market purchases.

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Insider Cogley Brian
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 100,000 $0.00 --
Grant/Award Restricted Stock Units 16,447 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 100,000 shares (Direct, null); Restricted Stock Units — 16,447 shares (Direct, null)
Footnotes (1)
  1. On April 27, 2026, the issuer and the reporting person entered into an Amended and Restated Executive Employment Agreement (the "A&R 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 A&R 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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the issuer's common stock upon vesting. The number of RSUs 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). The RSUs vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer (or its applicable subsidiary) on each applicable vesting date. The RSUs do not have an expiration date. The RSUs were granted pursuant to Section 3(b) of the Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between the issuer and the reporting person and the Z Squared Inc. 2025 Incentive Compensation Plan.
RSU grant size 16,447 units Restricted Stock Units granted on April 27, 2026
RSU grant value $250,000 Determines RSU count using Nasdaq closing price on April 27, 2026
Stock options granted 100,000 options Option award to CFO on April 27, 2026
Option exercise price $15.20 per share Exercise price for 100,000 stock options
Option term 10 years Options remain exercisable for ten years from grant date
Option vesting hurdle 50% price increase Stock must rise 50% above grant-date fair market value
RSU vesting period 1 year RSUs vest in equal quarterly installments from April 27, 2026
Amended and Restated Executive Employment Agreement financial
"entered into an Amended and Restated Executive Employment Agreement (the "A&R Agreement")"
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Z Squared Inc. 2025 Incentive Compensation Plan financial
"The Stock Option was granted pursuant to Section 3(c) of the A&R Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan."
fair market value financial
"an option to purchase 100,000 shares of common stock at an exercise price equal to the fair market value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
vesting financial
"The RSUs vest in equal quarterly installments over the one-year period"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form 4 Insider Transactions: What Each Field Means →
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*
Cogley Brian
(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 Financial 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)$004/27/2026A16,447 (2) (2)Common Stock16,447$016,447D
Explanation of Responses:
1. On April 27, 2026, the issuer and the reporting person entered into an Amended and Restated Executive Employment Agreement (the "A&R 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 A&R 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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the issuer's common stock upon vesting. The number of RSUs 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). The RSUs vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer (or its applicable subsidiary) on each applicable vesting date. The RSUs do not have an expiration date. The RSUs were granted pursuant to Section 3(b) of the Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between the issuer and the reporting person and the Z Squared Inc. 2025 Incentive Compensation Plan.
/s/ Brian Cogley04/30/2026
** 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.
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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Z Squared Inc. grant to its CFO in this Form 4?

Z Squared Inc. granted its CFO 100,000 stock options and 16,447 restricted stock units. The options have a $15.20 exercise price, while the RSUs reflect a $250,000 grant value and convert into common shares upon vesting under the company’s 2025 incentive plan.

How do the Z Squared Inc. stock options granted to the CFO vest?

The 100,000 stock options vest in full once the Board determines the fair market value of Z Squared common stock has risen 50% above the grant-date level. After vesting, the options remain exercisable for ten years, subject to earlier termination under the 2025 incentive plan and award agreement.

What are the vesting terms of the 16,447 RSUs granted to the Z Squared CFO?

The 16,447 RSUs vest in equal quarterly installments over one year starting April 27, 2026. Each RSU converts into one share of common stock upon vesting, provided the CFO remains employed by Z Squared Inc. or its applicable subsidiary on each vesting date.

How was the number of 16,447 RSUs for the Z Squared CFO determined?

The company set the RSU count by dividing a $250,000 grant value by the Nasdaq closing price of Z Squared common stock on April 27, 2026. The result was rounded down to the nearest whole share, resulting in 16,447 RSUs tied to that date’s market price.

Are the Z Squared CFO’s Form 4 transactions open-market buys or compensation grants?

These transactions are compensation grants, not open-market buys. The Form 4 reports an award of stock options and RSUs under an amended and restated executive employment agreement and the 2025 incentive plan, reflecting negotiated executive compensation rather than discretionary market purchases of COEP stock.

What agreement governs the new equity awards reported for the Z Squared CFO?

The awards are governed by an Amended and Restated Executive Employment Agreement effective April 27, 2026. Under this A&R Agreement and the Z Squared Inc. 2025 Incentive Compensation Plan, the company granted the CFO both stock options and RSUs with specified vesting and exercise conditions.