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QumulusAI CTO granted 94,313-share RSU award

QumulusAI’s chief technology officer received several multi-year service-based restricted stock unit awards and now reports significant unvested and indirect equity holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

QumulusAI, Inc. (symbol: QMLS) is the issuer of record for a Form 4 filing submitted to the SEC. DiRocco Ryan Anthony reported acquisition or exercise transactions in this Form 4 filing.

QumulusAI, Inc. (QMLS) reported that Chief Technology Officer Ryan Anthony DiRocco received three equity awards of 85,179, 94,313, and 9,737 shares of common stock on September 1, 2026, all granted at no cash cost as restricted stock units under the 2026 Equity Incentive Plan and subject to multi‑year service-based vesting schedules.

After these awards, his reported holdings include 167,934 shares subject to future vesting and 33,334 shares held indirectly through RAD Corporate Holdings Inc.; the transactions are not reported as made under a Rule 10b5‑1 trading plan.

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Insider DiRocco Ryan Anthony
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 85,179 $0.00 $0.00
Grant/Award Common Stock F2 94,313 $0.00 $0.00
Grant/Award Common Stock F3, F4 9,737 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 235,262 shares (Direct); Common Stock — 33,334 shares (Indirect, By RAD Corporate Holdings Inc.)
Footnotes (4)
  1. F1. These shares vest with respect to 21,295 shares on September 1, 2026 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing December 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of QumulusAI, Inc. through the applicable vesting date.
  2. F2. These shares vest with respect to 23,578 shares on September 1, 2027 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing December 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of QumulusAI, Inc. through the applicable vesting date.
  3. F3. These shares vest with respect to 4,869 shares on February 24, 2027, with respect to 2,434 shares on May 24, 2027, and with respect to 2,434 shares on August 24, 2027.
  4. F4. Includes 167,934 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 an employee of QumulusAI through the applicable vesting dates.
RSU grant 1 size 85,179 shares Restricted stock unit award of QumulusAI common stock granted on September 1, 2026
RSU grant 2 size 94,313 shares Second restricted stock unit award granted on September 1, 2026
RSU grant 3 size 9,737 shares Additional restricted stock unit award granted on September 1, 2026
Initial vesting from first RSU grant 21,295 shares Vesting on September 1, 2026 from the 85,179-share RSU award
Initial vesting from second RSU grant 23,578 shares Vesting on September 1, 2027 from the 94,313-share RSU award
Unvested RSUs after transactions 167,934 shares Shares to be issued upon vesting pursuant to restricted stock unit awards
Indirectly held shares 33,334 shares QumulusAI common stock held indirectly through RAD Corporate Holdings Inc.
RSU grant price $0.00 per share Stated grant price for each restricted stock unit award of common stock
restricted stock unit financial
"pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan"
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
"granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee"
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.
indirect ownership financial
"shares reported as held indirectly by RAD Corporate Holdings Inc."
vesting financial
"These shares vest with respect to 21,295 shares on September 1, 2026 and with respect to 6.25% of the remaining shares quarterly"
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

What new equity awards did QMLS grant to its CTO Ryan DiRocco?

On September 1, 2026, QumulusAI granted Chief Technology Officer Ryan DiRocco 85,179, 94,313, and 9,737 shares of common stock as restricted stock unit awards at a stated price of $0.00 per share, all under the QumulusAI, Inc. 2026 Equity Incentive Plan.

How do the new QMLS RSU awards to the CTO vest over time?

One award vests 21,295 shares on September 1, 2026, then 6.25% of the remainder quarterly over 12 quarters from December 1, 2026. Another vests 23,578 shares on September 1, 2027, then 6.25% quarterly over 12 quarters from December 1, 2027, conditioned on continued employment.

What are the specific vesting dates for the 9,737-share QMLS RSU grant?

The 9,737-share award to the QumulusAI CTO vests with respect to 4,869 shares on February 24, 2027, 2,434 shares on May 24, 2027, and 2,434 shares on August 24, 2027, based on the service conditions described.

How many QMLS shares are reported as unvested RSUs after these grants?

Following the reported transactions, the filing states that holdings include 167,934 shares of QumulusAI common stock to be issued upon vesting pursuant to restricted stock unit awards, subject to the executive remaining an employee through the relevant vesting dates.

Does the QMLS CTO hold any shares indirectly through another entity?

Yes. The filing reports 33,334 shares of QumulusAI common stock held indirectly through RAD Corporate Holdings Inc., identified as an indirect ownership position as of September 1, 2026.

Were the QMLS CTO’s reported transactions made under a Rule 10b5-1 plan?

No. The filing does not indicate that the September 1, 2026 equity awards to the QumulusAI chief technology officer were made pursuant to a Rule 10b5‑1 trading plan.

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

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Learn about SEC filing dates
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*
DiRocco Ryan Anthony

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
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
Common Stock09/01/2026A85,179(1)A$0131,212D
Common Stock09/01/2026A94,313(2)A$0225,525D
Common Stock09/01/2026A9,737(3)A$0235,262(4)D
Common Stock33,334IBy RAD Corporate Holdings Inc.
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
Explanation of Responses:
1. These shares vest with respect to 21,295 shares on September 1, 2026 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing December 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of QumulusAI, Inc. through the applicable vesting date.
2. These shares vest with respect to 23,578 shares on September 1, 2027 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing December 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of QumulusAI, Inc. through the applicable vesting date.
3. These shares vest with respect to 4,869 shares on February 24, 2027, with respect to 2,434 shares on May 24, 2027, and with respect to 2,434 shares on August 24, 2027.
4. Includes 167,934 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 an employee of QumulusAI through the applicable vesting dates.
/s/ Ryan Anthony DiRocco09/02/2026
** 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).
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* Form 4: SEC 1474 (03-26)