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QumulusAI awards CGO 214K stock units at $0

QumulusAI’s Chief Growth Officer received multiple time-vested restricted stock unit grants tied to continued employment, adding to his direct and indirect equity stake.

(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. Gertz Stephen Ralph reported acquisition or exercise transactions in this Form 4 filing.

QumulusAI, Inc. (QMLS) reported that Chief Growth Officer Stephen Ralph Gertz received several equity awards of common stock on September 1, 2026, all at no cash cost to him, structured as restricted stock units under the company’s 2026 Equity Incentive Plan.

The awards include tranches that vest on October 1, 2026, March 1, 2027, and September 1, 2027, with portions of certain grants vesting quarterly over 12 quarters thereafter, in each case conditioned on his continued employment. Gertz also holds common stock indirectly through JGS Partners LLC, and no Rule 10b5-1 trading plan is reported.

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Insider Gertz Stephen Ralph
Role Chief Growth Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 46,848 $0.00 $0.00
Grant/Award Common Stock F2 58,329 $0.00 $0.00
Grant/Award Common Stock F3 90,112 $0.00 $0.00
Grant/Award Common Stock F4, F5 19,165 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 266,164 shares (Direct); Common Stock — 83,336 shares (Indirect, By JGS Partners LLC)
Footnotes (5)
  1. F1. These shares vest with respect to 11,712 shares on March 1, 2027 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing June 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.
  2. F2. These shares vest on March 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
  3. F3. These shares vest with respect to 22,528 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.
  4. F4. These shares vest on October 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
  5. F5. Includes 214,454 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.
Restricted stock unit award 46,848 shares Award that vests as to 11,712 shares on March 1, 2027 and 6.25% of the remaining shares quarterly over 12 quarters from June 1, 2027
Single-tranche restricted stock unit vest 58,329 shares Restricted stock unit award vesting in full on March 1, 2027
Restricted stock unit award with September 2027 start 90,112 shares Award vesting as to 22,528 shares on September 1, 2027 and 6.25% of remaining shares quarterly over 12 quarters from December 1, 2027
Earliest-vesting restricted stock units 19,165 shares Restricted stock unit award vesting on October 1, 2026
Unvested restricted stock units outstanding 214,454 shares Shares to be issued upon future vesting of restricted stock unit awards, subject to continued employment
Indirectly held common stock 83,336 shares Common shares held indirectly through JGS Partners LLC after the reported awards
Reported grant price $0.00 per share All reported restricted stock unit awards of common stock on September 1, 2026
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"
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 held indirectly through JGS Partners LLC"

FAQ

What equity awards did QMLS grant to its Chief Growth Officer on September 1, 2026?

On September 1, 2026, QumulusAI granted Stephen Ralph Gertz several awards of common stock-based restricted stock units under its 2026 Equity Incentive Plan, all recorded at a reported price of $0.00 per share, reflecting compensation rather than a market purchase.

How many QMLS shares are covered by the March 1, 2027 vesting for the Chief Growth Officer?

Two grants reference March 1, 2027: one for 11,712 shares vesting on that date with the remainder vesting quarterly thereafter, and a separate award of 58,329 shares vesting entirely on March 1, 2027, all subject to continued employment.

What is the vesting schedule for the September 1, 2027 QMLS restricted stock unit grant?

One award of 90,112 shares vests as to 22,528 shares on September 1, 2027 and as to 6.25% of the remaining shares quarterly over 12 quarters starting December 1, 2027, conditioned on Stephen Ralph Gertz remaining an employee through each vesting date.

When do the earliest new QMLS restricted stock units for the Chief Growth Officer vest?

The earliest new tranche vests on October 1, 2026, covering 19,165 shares of common stock under a restricted stock unit award granted pursuant to QumulusAI’s 2026 Equity Incentive Plan.

How many QMLS restricted stock unit shares remain subject to future vesting for the Chief Growth Officer?

A footnote states that the Chief Growth Officer’s holdings include 214,454 shares of common stock to be issued upon vesting of restricted stock unit awards, all conditioned on his remaining an employee through the applicable vesting dates.

What indirect holdings of QMLS stock does the Chief Growth Officer report?

The filing lists an indirect holding of 83,336 shares of QumulusAI common stock held through JGS Partners LLC. This is reported separately from his directly held and restricted stock unit positions.

Were the QMLS transactions for the Chief Growth Officer made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with these equity awards, which are grants rather than market purchases or sales.

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*
Gertz Stephen Ralph

(Last)(First)(Middle)
C/O FOX ROTHSCHILD LLP
33 S. SIXTH 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 Growth 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 Stock09/01/2026A46,848(1)A$098,558D
Common Stock09/01/2026A58,329(2)A$0156,887D
Common Stock09/01/2026A90,112(3)A$0246,999D
Common Stock09/01/2026A19,165(4)A$0266,164(5)D
Common Stock83,336IBy JGS Partners LLC
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 11,712 shares on March 1, 2027 and with respect to 6.25% of the remaining shares quarterly over 12 quarters commencing June 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.
2. These shares vest on March 1, 2027 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
3. These shares vest with respect to 22,528 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.
4. These shares vest on October 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
5. Includes 214,454 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/ Stephen Ralph Gertz09/02/2026
** 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)