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  4. [Form 4] QumulusAI, Inc. Insider Trading Activity

QumulusAI grants 127,768 and 303,406 RSUs to CEO

QumulusAI’s CEO received two time-vested restricted stock unit awards totaling over 430,000 shares, with 399,232 shares remaining subject to future vesting.

Filing Impact
(Neutral)
Filing Sentiment
(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. Maniscalco Michael reported acquisition or exercise transactions in this Form 4 filing.

QumulusAI, Inc. (QMLS) reported that Chief Executive Officer and director Michael Maniscalco received two equity awards of common stock in the form of restricted stock units on September 1, 2026. One award covers 127,768 shares, vesting partly on September 1, 2026 and then quarterly, and the other covers 303,406 shares, vesting partly on September 1, 2027 and then quarterly. After these grants, his reported holdings include 399,232 shares to be issued upon future vesting of restricted stock unit awards under the QumulusAI, Inc. 2026 Equity Incentive Plan, subject to his continued employment. No transactions are reported under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Maniscalco Michael
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 127,768 $0.00 $0.00
Grant/Award Common Stock F2, F3 303,406 $0.00 $0.00
Holdings After Transaction: Common Stock — 431,174 shares (Direct)
Footnotes (3)
  1. F1. These shares vest with respect to 31,942 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 75,852 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. Includes 399,232 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 1 127,768 shares Common stock RSU grant to CEO on September 1, 2026
Initial vesting tranche of award 1 31,942 shares Portion of the 127,768-share RSU award vesting on September 1, 2026
Restricted stock unit award 2 303,406 shares Second common stock RSU grant to CEO on September 1, 2026
Initial vesting tranche of award 2 75,852 shares Portion of the 303,406-share RSU award vesting on September 1, 2027
Unvested RSUs after grants 399,232 shares Shares to be issued upon vesting of RSU awards held by the CEO
restricted stock unit award financial
"pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
2026 Equity Incentive Plan financial
"granted under the QumulusAI, Inc. 2026 Equity Incentive Plan, conditioned upon the Reporting Person"
vesting financial
"These shares vest with respect to 31,942 shares on September 1, 2026 and with respect to 6.25%"
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 equity awards did QumulusAI (QMLS) grant to CEO Michael Maniscalco?
QumulusAI granted Michael Maniscalco two restricted stock unit awards on September 1, 2026: one for 127,768 shares of common stock and another for 303,406 shares, both under the QumulusAI, Inc. 2026 Equity Incentive Plan.

How do the 127,768 QMLS restricted stock units awarded to the CEO vest?
Of the 127,768 shares, 31,942 shares vest on September 1, 2026. The remaining shares vest in installments of 6.25% of the balance quarterly over 12 quarters starting December 1, 2026, subject to continued employment.

What is the vesting schedule for the 303,406 QMLS restricted stock units?
Of the 303,406 shares, 75,852 shares vest on September 1, 2027. The remaining shares vest in quarterly installments of 6.25% of the balance over 12 quarters beginning December 1, 2027, conditioned on continued employment.

How many QMLS shares are subject to the CEO’s unvested restricted stock units after these grants?
After these reported grants, Michael Maniscalco’s holdings include 399,232 shares of QumulusAI common stock to be issued upon vesting of restricted stock unit awards, all under the QumulusAI, Inc. 2026 Equity Incentive Plan.

Were these QMLS insider transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked, and there is no footnote indicating that these restricted stock unit awards were made pursuant to a Rule 10b5-1 trading plan.

Do the reported QMLS equity awards require the CEO to remain employed to vest?
Yes. All described restricted stock unit awards vest only if Michael Maniscalco remains an employee of QumulusAI, Inc. through each applicable vesting date.

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

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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*
Maniscalco Michael
(Last)(First)(Middle)
817 W. PEACHTREE STREET NW, SUITE 935
(Street)
ATLANTA GEORGIA 30308
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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 Stock09/01/2026A127,768(1)A$0127,768D
Common Stock09/01/2026A303,406(2)A$0431,174(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares vest with respect to 31,942 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 75,852 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. Includes 399,232 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/ Michael Maniscalco09/02/2026
** 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).
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)

Source: View Original Filing on SEC EDGAR