ZeroStack (ZSTK) chair’s entity settles 4.9M-share convertible note via tokens

Rhea-AI Filing Summary

ZeroStack Corp. Executive Chairman Heinrich Michael reported an "other" restructuring transaction involving a convertible promissory note held indirectly through Zero Gravity Labs Inc., a corporation he owns and controls. The note was tied to 4,902,220 common shares at a conversion price of $33.34 per share and had an expiration date in September 2035. A note settlement agreement provides that payment of 50,000,000 Tokens to Zero Gravity Labs Inc. fully satisfies the principal and interest, leaving no further obligations under the note and no remaining derivative holdings from this instrument.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Heinrich Michael

Role Executive Chairman

Type	Security	Shares	Price	Value
Other	Convertible Promissory Note	4,902,220	$0.00	--

Holdings After Transaction: Convertible Promissory Note — 0 shares (Indirect, Held by Zero Gravity Labs Inc., a corporation owned and controlled by the Reporting Person)

Footnotes (1)

1. On March 31, 2026, the Issuer entered into a note settlement agreement (the "Note Settlement Agreement") with Zero Gravity Labs Inc., a Delaware corporation ("0G") pursuant to which the convertible promissory note (the "Note") issued to 0G pursuant to the securities purchase agreement dated September 22, 2025, as amended on October 9, 2025, by and between the Issuer and 0G was settled. The Note Settlement Agreement provides that upon payment by the Issuer to 0G on or before March 31, 2026, of 50,000,000 Tokens (as defined in the Note), the Issuer shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full and the Issuer shall have no further obligations under the Note and the Note shall be deemed to be satisfied. Represents issuance of convertible promissory note to Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person, in the principal amount of 50,000,000 0G bitcoin tokens.

Key Figures

Underlying shares: 4,902,220 shares Conversion price: $33.34 per share Token principal: 50,000,000 Tokens +2 more

5 metrics

Underlying shares 4,902,220 shares Underlying ZeroStack common shares for the convertible promissory note

Conversion price $33.34 per share Conversion or exercise price of the convertible promissory note

Token principal 50,000,000 Tokens Principal amount referenced for satisfying the note in the settlement agreement

Derivative restructuring size 4,902,220 derivative shares RestructuringCount shares classified as restructuring in transaction summary

Note expiration September 22, 2035 Expiration date of the convertible promissory note before settlement

Key Terms

Convertible Promissory Note, note settlement agreement, Tokens, underlying security

4 terms

Convertible Promissory Note financial

"Represents issuance of convertible promissory note to Zero Gravity Labs Inc."

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

note settlement agreement financial

"the Issuer entered into a note settlement agreement (the "Note Settlement Agreement")"

Tokens financial

"payment by the Issuer to 0G on or before March 31, 2026, of 50,000,000 Tokens"

Tokens are digital units issued on a blockchain that represent value, access, or rights—like a concert ticket that can grant entry, a voucher for a service, or a share-like claim on future revenue. For investors they matter because tokens can be bought, sold or used within digital platforms, so their design and legal status affect potential returns, liquidity and regulatory risk much like ownership documents or currency would in the physical world.

underlying security financial

"underlying_security_title": "Common Shares""

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^*

Heinrich Michael

(Last) (First) (Middle)

C/O ZEROSTACK CORP.

40 KING STREET W., SUITE 2400

(Street)

TORONTO M5H 3Y2

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
ZeroStack Corp. [ ZSTK ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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
Convertible Promissory Note	$33.34	03/31/2026		J(1)			4,902,220	10/23/2025	09/22/2035	Common Shares	4,902,220	(2)	0	I	Held by Zero Gravity Labs Inc., a corporation owned and controlled by the Reporting Person

Explanation of Responses:

1. On March 31, 2026, the Issuer entered into a note settlement agreement (the "Note Settlement Agreement") with Zero Gravity Labs Inc., a Delaware corporation ("0G") pursuant to which the convertible promissory note (the "Note") issued to 0G pursuant to the securities purchase agreement dated September 22, 2025, as amended on October 9, 2025, by and between the Issuer and 0G was settled. The Note Settlement Agreement provides that upon payment by the Issuer to 0G on or before March 31, 2026, of 50,000,000 Tokens (as defined in the Note), the Issuer shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full and the Issuer shall have no further obligations under the Note and the Note shall be deemed to be satisfied.

2. Represents issuance of convertible promissory note to Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person, in the principal amount of 50,000,000 0G bitcoin tokens.

	/s/ Dany Vaiman as attorney-in-fact for Michael Heinrich	04/02/2026
	** 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 ZeroStack Corp. (ZSTK) report for Heinrich Michael?

ZeroStack reported an "other" restructuring transaction for Executive Chairman Heinrich Michael involving a convertible promissory note held via Zero Gravity Labs Inc. The note related to 4,902,220 common shares and is treated as a derivative, rather than a direct stock buy or sale.

How many ZeroStack common shares were linked to the reported convertible note?

The convertible promissory note was linked to 4,902,220 underlying ZeroStack common shares. This figure represents the number of shares into which the note was convertible, based on its stated terms, before being fully satisfied under the settlement agreement.

What was the conversion price of the ZeroStack (ZSTK) convertible promissory note?

The convertible promissory note carried a conversion price of $33.34 per ZeroStack common share. This price defined how many shares the note could be converted into and is a key term for understanding the potential equity exposure tied to the instrument.

When did the ZeroStack convertible promissory note tied to Heinrich Michael expire?

The convertible promissory note had an expiration date in September 2035. This meant the right to convert into ZeroStack common shares would have ended then, but the settlement agreement satisfied the note earlier, eliminating further obligations under it.

What did the note settlement agreement with Zero Gravity Labs Inc. require?

The settlement agreement required ZeroStack to deliver 50,000,000 Tokens to Zero Gravity Labs Inc. by March 31, 2026. Upon this payment, the entire principal and interest of the convertible note were deemed paid in full, and the issuer had no further obligations under the note.

How is Zero Gravity Labs Inc. related to ZeroStack’s Executive Chairman?

Zero Gravity Labs Inc. is described as a Delaware corporation owned and controlled by Executive Chairman Heinrich Michael. The convertible promissory note was issued to this entity, so his reported interest in the note is indirect, held through Zero Gravity Labs Inc.