QumulusAI director awarded 15,572 RSUs

QumulusAI director Stacy James Kenworthy received time-based RSU awards totaling 15,572 shares, vesting starting October 1, 2026, subject to continued board service.

Rhea-AI Filing Summary

QumulusAI, Inc. (QMLS) reported that director Stacy James Kenworthy acquired two grants of common stock in the form of restricted stock units on September 1, 2026. One award covers 5,989 shares, and a second award covers 9,583 shares, both under the QumulusAI, Inc. 2026 Equity Incentive Plan.

For the 5,989-share award, 1,976 shares vest on October 1, 2026, with 8.375% of the remaining shares vesting quarterly over eight quarters starting January 1, 2027, conditioned on continued board service. The 9,583-share award vests on October 1, 2026, and footnotes state that 15,572 shares are scheduled to be issued upon future vesting of the director’s equity awards.

Insider Trade Summary

Grant/Award: 15,572 shares

Grant/Award 2 txns

Insider Kenworthy Stacy James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	5,989	$0.00	$0.00
Grant/Award	Common Stock F2, F3	9,583	$0.00	$0.00

Holdings After Transaction: Common Stock — 28,906 shares (Direct)

Footnotes (3)

1. F1. These shares vest with respect to 1,976 shares on October 1, 2026 and with respect to 8.375% of the remaining shares quarterly over 8 quarters commencing January 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining a director of QumulusAI, Inc. through the applicable vesting date.
2. F2. These shares vest on October 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
3. F3. Includes 15,572 shares to be issued upon vesting pursuant to restricted stock unit awards granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining a director of QumulusAI through the applicable vesting dates.

Key Figures

RSU award 1 size: 5,989 shares RSU award 2 size: 9,583 shares Initial vesting tranche: 1,976 shares +3 more

6 metrics

RSU award 1 size 5,989 shares Restricted stock unit award of QumulusAI common stock to director on September 1, 2026

RSU award 2 size 9,583 shares Second restricted stock unit award to director on September 1, 2026

Initial vesting tranche 1,976 shares Portion of 5,989-share RSU award vesting on October 1, 2026

Quarterly vesting rate 8.375% Percentage of remaining RSUs from 5,989-share award vesting quarterly over 8 quarters from January 1, 2027

Total RSUs scheduled to vest 15,572 shares Shares to be issued upon vesting of the director’s restricted stock unit awards, subject to continued service

Grant price per share $0.00 Reported price for both RSU awards, indicating no cash paid by the director

Key Terms

restricted stock unit, Equity Incentive Plan, vesting

3 terms

restricted stock unit financial

"These shares vest with respect to 1,976 shares on October 1, 2026 pursuant to a restricted stock unit award"

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.

Equity Incentive Plan financial

"pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 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.

vesting financial

"Includes 15,572 shares to be issued upon vesting pursuant to restricted stock unit awards"

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.

FAQ

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

What equity awards did QMLS director Stacy James Kenworthy receive on September 1, 2026?

On September 1, 2026, QumulusAI director Stacy James Kenworthy received two restricted stock unit awards for QMLS common stock: one covering 5,989 shares and another covering 9,583 shares, both granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.

How do the 5,989 QMLS RSUs granted to the director vest?

Of the 5,989 RSUs, 1,976 shares vest on October 1, 2026. The remaining shares vest at 8.375% of the remaining balance quarterly over eight quarters beginning January 1, 2027, conditioned on the director remaining on the board through each vesting date.

When do the 9,583 QMLS restricted stock units vest?

The 9,583 restricted stock units granted to the QumulusAI director vest on October 1, 2026. They were issued under the company’s 2026 Equity Incentive Plan and represent time-based compensation in QMLS common stock.

What is the total number of QMLS shares scheduled to be issued upon vesting for the director?

Footnote disclosure states that the director has 15,572 shares of QumulusAI common stock scheduled to be issued upon vesting of restricted stock unit awards, subject to the director continuing to serve on the board through the applicable vesting dates.

Were the QMLS equity awards to the director granted at a purchase price?

The Form 4 reports the transaction price per share as $0.00, indicating these are compensation-related RSU grants and not market purchases of QMLS common stock by the director.

Is there any Rule 10b5-1 trading plan associated with these QMLS Form 4 transactions?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes do not reference any Rule 10b5-1 trading plan, indicating these are compensation grants rather than trades under a pre-arranged selling or buying plan.

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

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Available on EDGAR 09/02/2026 - 05:50 PM EDT Accepted by SEC EDGAR 09/02/2026 - 05:49 PM 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

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^*

Kenworthy Stacy James

(Last) (First) (Middle)

33 SOUTH 6TH STREET SUITE 3600

(Street)

MINNEAPOLIS MINNESOTA 55402

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
QumulusAI, Inc. [ QMLS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		A		5,989(1)	A	$0	19,323	D
Common Stock	09/01/2026		A		9,583(2)	A	$0	28,906(3)	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. These shares vest with respect to 1,976 shares on October 1, 2026 and with respect to 8.375% of the remaining shares quarterly over 8 quarters commencing January 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining a director of QumulusAI, Inc. through the applicable vesting date.

2. These shares vest on October 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.

3. Includes 15,572 shares to be issued upon vesting pursuant to restricted stock unit awards granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining a director of QumulusAI through the applicable vesting dates.

	/s/ Stacy James Kenworthy	09/02/2026
	** 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)