BSG Series CM exits Z Squared stake via distribution

BSG Series CM, LLC, a former 10% owner of Z Squared Inc., reported an internal restructuring of its holdings.

Rhea-AI Filing Summary

BSG Series CM, LLC, a former 10% owner of Z Squared Inc., reported an internal restructuring of its holdings. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of Z Squared common stock to its members based on their membership interests. The footnotes state that no monetary consideration was paid or received in this distribution. Following the transaction, BSG Series CM, LLC no longer beneficially owns any Z Squared common shares and indicates this filing as its final Section 16 report for the stock.

Insights

Equity ownership & governance analyst

Large Z Squared stake moved from one holder to many, without a market sale.

The filing shows BSG Series CM, LLC redistributed 41,521,276 Z Squared common shares to its own members via a pro rata distribution. No cash changed hands, so this is an internal ownership reshuffle rather than an open-market transaction.

After the distribution, the LLC reports owning zero shares and will no longer file under Section 16(a). Any market impact will depend on how the individual members choose to handle their new holdings, which is not described here.

Insider Trade Summary

Other: 41,521,276 shares

Other 1 txn

Insider BSG Series CM, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, $0.0001 par value	41,521,276	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.0001 par value — 0 shares (Direct)

Footnotes (2)

1. F1. On April 30, 2026 (the "Distribution Date"), the Reporting Person completed a pro rata distribution (the "Distribution") of all 41,521,276 shares of Common Stock of the Issuer then held by it to its members, in accordance with their respective percentage membership interests. No monetary consideration was paid or received by the Reporting Person or its members in connection with the Distribution.
2. F2. Following the Distribution, the Reporting Person does not beneficially own any shares of Common Stock of the Issuer and is no longer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. This Form 4 constitutes the final Section 16 report filed by the Reporting Person with respect to the Common Stock of the Issuer.

Key Figures

Shares distributed: 41,521,276 shares Shares owned after transaction: 0 shares Transaction price per share: $0.0000 per share +1 more

4 metrics

Shares distributed 41,521,276 shares Pro rata distribution of Z Squared common stock on April 30, 2026

Shares owned after transaction 0 shares BSG Series CM, LLC beneficial ownership of Z Squared common stock following distribution

Transaction price per share $0.0000 per share No monetary consideration paid or received in the distribution

Transaction date April 30, 2026 Date of pro rata distribution of Z Squared common stock

Key Terms

pro rata distribution, beneficially own, Section 16(a), Common Stock, $0.0001 par value

4 terms

pro rata distribution financial

"completed a pro rata distribution (the "Distribution") of all 41,521,276 shares"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

beneficially own regulatory

"the Reporting Person does not beneficially own any shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Section 16(a) regulatory

"is no longer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act"

Common Stock, $0.0001 par value financial

"security_title: "Common Stock, $0.0001 par value""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BSG Series CM, LLC report in this Form 4 for Z Squared Inc. (ZSQR)?

BSG Series CM, LLC reported a pro rata distribution of all its Z Squared common shares to its members. The filing describes this as an internal reallocation of ownership interests rather than a market trade, and it covers the entity’s entire reported stake.

How many Z Squared (ZSQR) shares were distributed by BSG Series CM, LLC?

BSG Series CM, LLC distributed 41,521,276 shares of Z Squared common stock to its members. The distribution was made pro rata, meaning each member received shares in line with their percentage membership interest in the LLC.

Was any cash consideration paid in the Z Squared (ZSQR) share distribution?

No cash changed hands in the Z Squared share distribution. The footnotes state that no monetary consideration was paid or received by BSG Series CM, LLC or its members in connection with the pro rata distribution of 41,521,276 common shares.

Does BSG Series CM, LLC still own Z Squared (ZSQR) shares after this transaction?

After the distribution, BSG Series CM, LLC reports owning no Z Squared common shares. The footnotes state the entity no longer beneficially owns any shares and is no longer subject to Section 16(a) reporting for this stock.

Why is this Form 4 described as the final Section 16 report for Z Squared (ZSQR)?

This Form 4 is described as the final report because BSG Series CM, LLC now reports zero beneficial ownership of Z Squared common stock. Without any holdings, it is no longer a reporting person under Section 16(a) for this issuer’s equity securities.

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

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Accepted by SEC EDGAR 05/15/2026 - 09:11 AM EDT Learn about SEC filing dates

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

X

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^*

BSG Series CM, LLC

(Last) (First) (Middle)

211 N MAIN STREET

(Street)

GREENVILLE SOUTH CAROLINA 29601

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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, $0.0001 par value	04/30/2026		J(1)		41,521,276	D	$0.00	0(2)	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 30, 2026 (the "Distribution Date"), the Reporting Person completed a pro rata distribution (the "Distribution") of all 41,521,276 shares of Common Stock of the Issuer then held by it to its members, in accordance with their respective percentage membership interests. No monetary consideration was paid or received by the Reporting Person or its members in connection with the Distribution.

2. Following the Distribution, the Reporting Person does not beneficially own any shares of Common Stock of the Issuer and is no longer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. This Form 4 constitutes the final Section 16 report filed by the Reporting Person with respect to the Common Stock of the Issuer.

	/s/ Steven Baldassarra	05/15/2026
	** 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)