GridAI Technologies (GRDX) CEO discloses 7.1% stake and potential strategic moves

Rhea-AI Filing Summary

GridAI Technologies Corp. Chief Executive Officer Jason David Sawyer reported beneficial ownership of 540,000 shares of common stock, representing about 7.1% of the company’s outstanding shares. The position is primarily from restricted stock units granted under GridAI’s equity incentive plan, which vested across late 2025 and the first half of 2026.

Sawyer states the shares were acquired for investment purposes and that he will continually evaluate the position. He is engaged in discussions with other stockholders, officers, directors and third parties about GridAI’s operations and strategic direction, which could potentially involve capital raising, acquisitions, mergers or other strategic transactions, though he reports no definitive plans at this time.

Insights

Equity ownership and governance analyst

CEO discloses a 7.1% equity stake with flexible strategic intentions but no firm plans.

Jason David Sawyer, CEO of GridAI Technologies Corp., reports beneficial ownership of 540,000 common shares, or about 7.1% of the class. The stake largely arises from restricted stock units granted under the company’s equity incentive plan and vesting through June 30, 2026.

The Schedule 13D language emphasizes that the shares are held for investment, with no definitive current plans for corporate actions covered by Item 4(a)-(j). At the same time, it notes ongoing discussions with stockholders and others about operations, strategy, and potential capital-raising or M&A ideas, leaving room for future initiatives.

Overall, this is a governance and disclosure event rather than a clearly positive or negative development. The key factor going forward is how Sawyer’s 7.1% stake and continuing evaluation of his position may align with any future strategic transactions or changes he may propose, as described in his generalized reservation of rights.

Key Figures

Beneficial ownership: 540,000 shares Ownership percentage: 7.1% RSUs vested Dec 22, 2025: 40,000 restricted stock units +5 more

8 metrics

Beneficial ownership 540,000 shares Common stock beneficially owned by Jason David Sawyer

Ownership percentage 7.1% Percent of common stock class represented by 540,000 shares

RSUs vested Dec 22, 2025 40,000 restricted stock units Vested immediately on December 22, 2025

Performance RSUs granted 1,000,000 restricted stock units Granted December 19, 2025, vesting by 2026 performance

RSUs vested Mar 31, 2026 250,000 restricted stock units Vested based on performance objectives on March 31, 2026

RSUs vested Jun 30, 2026 250,000 restricted stock units Vested based on performance objectives on June 30, 2026

Citizenship Canada (federal level) Citizenship or place of organization of reporting person

Event date June 30, 2026 Date of event requiring the Schedule 13D filing

Key Terms

Beneficially Owned, Restricted Stock Units, equity incentive plan, Sole Voting Power, +2 more

6 terms

Beneficially Owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Restricted Stock Units financial

"The Issuer awarded Restricted Stock Units to the Reporting Person under the Issuer's equity incentive plan."

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.

equity incentive plan financial

"The Issuer awarded Restricted Stock Units to the Reporting Person under the Issuer's equity incentive plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 540,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 540,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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FAQ

What percentage of GridAI Technologies Corp. (GRDX) does Jason Sawyer own?

Jason David Sawyer beneficially owns about 7.1% of GridAI Technologies Corp., representing 540,000 common shares. This ownership is based largely on restricted stock units that vested in late 2025 and during the first half of 2026.

How many GridAI (GRDX) shares does Jason Sawyer beneficially own?

Jason David Sawyer reports beneficial ownership of 540,000 shares of GridAI common stock. These include vested restricted stock units granted under the company’s equity incentive plan, which vested on December 22, 2025, March 31, 2026, and June 30, 2026.

How did Jason Sawyer acquire his GridAI (GRDX) share position?

Sawyer’s beneficial ownership comes from restricted stock units awarded under GridAI’s equity incentive plan. He received 40,000 units that vested immediately in December 2025 and a 1,000,000-unit grant in December 2025, which vested in quarterly tranches during 2026 based on performance objectives.

Does Jason Sawyer have control over voting and disposition of his GridAI (GRDX) shares?

Yes. He reports sole voting power and sole dispositive power over 540,000 GridAI shares, with no shared voting or dispositive power. This means he alone can vote and decide whether to sell or hold these shares, according to the disclosure.

Does Jason Sawyer plan strategic changes at GridAI Technologies Corp. (GRDX)?

He reports no definitive current plans for corporate actions covered by Item 4(a)-(j). However, he is engaged in discussions about GridAI’s operations, strategy, and potential capital-raising or M&A ideas and reserves the right to pursue such transactions in the future.

Were Jason Sawyer’s GridAI (GRDX) shares acquired for investment or control purposes?

The shares are described as acquired for investment purposes. The disclosure states he will continually evaluate his investment and may buy more or sell shares over time, depending on GridAI’s performance, market conditions, and other opportunities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GridAI Technologies Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

33749P509

(CUSIP Number)

Jason D. Sawyer
433 Plaza Real, Suite 275
Boca Raton, FL, 33432
(561) 589-7020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 33749P509

1

Name of reporting person

Jason David Sawyer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 540,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 540,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

540,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Beneficial ownership consists of 40,000 restricted stock units vested on December 22, 2025, 250,000 restricted stock units vested on March 31, 2026 and an additional 250,000 restricted stock units vested on June 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: GridAI Technologies Corp.
(c)	Address of Issuer's Principal Executive Offices: 433 Plaza Real, Suite 275, Boca Raton, FLORIDA , 33432.
Item 2.	Identity and Background
(a)	Jason David Sawyer
(b)	433 Plaza Real, Suite 275, Boca Raton FL, 33432
(c)	Chief Executive Officer of GridAI Technologies Corp., 433 Plaza Real, Suite 275, Boca Raton FL, 33432
(d)	NO
(e)	NO
(f)	Canada
Item 3.	Source and Amount of Funds or Other Consideration
	The Issuer awarded Restricted Stock Units to the Reporting Person under the Issuer's equity incentive plan.
Item 4.	Purpose of Transaction
	All of the shares of Common Stock reported herein were acquired for investment purposes. The Reporting Person intends to evaluate his investment in the shares on a continual basis. The Reporting Person has no definitive plans or proposals as of the date of this filing that relate to, or would result in, any of the actions enumerated in Item 4(a)-(j) of Schedule 13D. The Reporting Person is currently engaged in communications with one or more stockholders, officers or directors of the Issuer and others, including but not limited to, discussions regarding the Issuer's operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D, including but not limited to debt or equity capital raising transactions, acquisitions, mergers, combinations and other strategic transactions. The Reporting Person reserves their right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions, including to cause or introduce strategic or corporate transactions involving the Issuer or any of its subsidiaries, or one or more of the types of transactions or have one or more the results described in Item 4(a)-(j) of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing. The Reporting Person from time to time intends to review his investment in the Issuer on the basis of various factors, including whether various strategic transactions have occurred or may occur, the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person intends to take such actions in the future as they deem appropriate in light of the circumstances existing from time to time, which may include acquisitions of shares of Common Stock of the Issuer or disposal of all or any portion of shares of Common Stock of the Issuer acquired by the Reporting Person, either in the open market or privately negotiated transactions, with or without prior notice.
Item 5.	Interest in Securities of the Issuer
(a)	540,000 shares, 7.13%
(b)	Sole power to direct the vote: 540,000 shares Shared power to vote or direct the vote: 0 shares Sole power to dispose or direct the disposition of: 540,000 shares Shared power to dispose or direct the disposition of: 0 shares
(c)	The Reporting Person was issued 40,000 restricted stock units on December 22, 2025 that vested immediately. On December 19, 2025, the Reporting Person was granted 1,000,000 restricted stock units, subject to vesting at the end of each quarter of 2026 based on satisfaction of performance objectives. 250,000 vested on March 31, 2026 and an additional 250,000 vested on June 30, 2026.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jason David Sawyer

Signature:	/s/ Jason Sawyer
Name/Title:	Jason Sawyer
Date:	07/08/2026