QumulusAI grants director 19,166 restricted stock units

Q: What equity awards did QMLS director Barry Paul Schwartz receive?

Barry Paul Schwartz received two equity awards on September 1, 2026, each covering 9,583 shares of Common Stock, for a total of 19,166 shares tied to restricted stock unit awards under the QumulusAI, Inc. 2026 Equity Incentive Plan.

Q: How do the new QMLS equity awards to Barry Paul Schwartz vest?

One 9,583-share award vests as to 3,162 shares on October 1, 2026 and as to 8.375% of the remaining shares quarterly over 8 quarters starting January 1, 2027. The other 9,583-share award vests entirely on October 1, 2026.

Q: Are Barry Paul Schwartz’s QMLS equity awards dependent on continued board service?

Yes. Vesting of the restricted stock unit awards covering 19,166 shares is conditioned on Barry Paul Schwartz remaining a director of QumulusAI, Inc. through the applicable vesting dates, as stated in the award terms.

Q: What price did Barry Paul Schwartz pay for his new QMLS equity awards?

The Form 4 reports a grant price of $0.00 per share for both 9,583-share awards, indicating they were issued as compensation grants rather than purchased in the open market.

Q: Were Barry Paul Schwartz’s QMLS equity awards made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for these transactions; the document-level checkbox for Rule 10b5-1 is explicitly unchecked.

Q: How many QMLS shares reported for Barry Paul Schwartz remain subject to vesting?

A total of 19,166 shares are reported as to be issued upon vesting under restricted stock unit awards, all granted pursuant to the QumulusAI, Inc. 2026 Equity Incentive Plan and subject to continued service through future vesting dates.

Director Barry Paul Schwartz received time-based equity awards totaling 19,166 shares that vest between October 2026 and early 2029 under QumulusAI’s 2026 equity plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

QumulusAI, Inc. (QMLS) reported that director Barry Paul Schwartz received two equity awards covering a total of 19,166 shares of Common Stock on September 1, 2026, at $0.00 per share, as part of restricted stock unit awards under the QumulusAI, Inc. 2026 Equity Incentive Plan.

One 9,583-share award vests as to 3,162 shares on October 1, 2026 and as to 8.375% of the remaining shares quarterly over eight quarters commencing January 1, 2027, conditioned on Schwartz remaining a director through each vesting date. The other 9,583-share award vests in full on October 1, 2026 under the same plan. No Rule 10b5-1 trading plan is reported for these awards.

Insider Trade Summary

Grant/Award: 19,166 shares

Grant/Award 2 txns

Insider Schwartz Barry Paul

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	9,583	$0.00	$0.00
Grant/Award	Common Stock ^{F2, F3}	9,583	$0.00	$0.00

Holdings After Transaction: Common Stock — 104,352 shares (Direct)

Footnotes (3)

F1. These shares vest with respect to 3,162 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.
F2. These shares vest on October 1, 2026 pursuant to a restricted stock unit award granted under the QumulusAI, Inc. 2026 Equity Incentive Plan.
F3. Includes 19,166 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

First equity award size: 9,583 shares of Common Stock Second equity award size: 9,583 shares of Common Stock Total shares subject to RSU awards: 19,166 shares +4 more

7 metrics

First equity award size 9,583 shares of Common Stock Restricted stock unit-related grant on September 1, 2026

Second equity award size 9,583 shares of Common Stock Restricted stock unit-related grant on September 1, 2026

Total shares subject to RSU awards 19,166 shares Shares to be issued upon vesting under the 2026 Equity Incentive Plan

Initial vesting tranche 3,162 shares Portion of one award vesting on October 1, 2026

Quarterly vesting percentage 8.375% Percentage of remaining shares vesting quarterly over 8 quarters starting January 1, 2027

Grant price $0.00 per share Reported price for both 9,583-share awards

Number of quarterly vesting periods 8 quarters Quarterly vesting schedule commencing January 1, 2027

Key Terms

restricted stock unit award, 2026 Equity Incentive Plan, vesting, Rule 10b5-1

4 terms

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"

vesting financial

"These shares vest with respect to 3,162 shares on October 1, 2026"

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.

Rule 10b5-1 regulatory

"No Rule 10b5-1 trading plan is reported for these awards"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What equity awards did QMLS director Barry Paul Schwartz receive?

Barry Paul Schwartz received two equity awards on September 1, 2026, each covering 9,583 shares of Common Stock, for a total of 19,166 shares tied to restricted stock unit awards under the QumulusAI, Inc. 2026 Equity Incentive Plan.

How do the new QMLS equity awards to Barry Paul Schwartz vest?

One 9,583-share award vests as to 3,162 shares on October 1, 2026 and as to 8.375% of the remaining shares quarterly over 8 quarters starting January 1, 2027. The other 9,583-share award vests entirely on October 1, 2026.

Are Barry Paul Schwartz’s QMLS equity awards dependent on continued board service?

Yes. Vesting of the restricted stock unit awards covering 19,166 shares is conditioned on Barry Paul Schwartz remaining a director of QumulusAI, Inc. through the applicable vesting dates, as stated in the award terms.

What price did Barry Paul Schwartz pay for his new QMLS equity awards?

The Form 4 reports a grant price of $0.00 per share for both 9,583-share awards, indicating they were issued as compensation grants rather than purchased in the open market.

Were Barry Paul Schwartz’s QMLS equity awards made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for these transactions; the document-level checkbox for Rule 10b5-1 is explicitly unchecked.

How many QMLS shares reported for Barry Paul Schwartz remain subject to vesting?

A total of 19,166 shares are reported as to be issued upon vesting under restricted stock unit awards, all granted pursuant to the QumulusAI, Inc. 2026 Equity Incentive Plan and subject to continued service through future vesting dates.

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Available on EDGAR 09/02/2026 - 06:29 PM Accepted by SEC EDGAR 09/02/2026 - 06:29 PM

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^*

Schwartz Barry Paul

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2026		A		9,583⁽¹⁾	A	$0	94,769	D
Common Stock	09/01/2026		A		9,583⁽²⁾	A	$0	104,352⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares vest with respect to 3,162 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 19,166 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/ Barry Paul Schwartz	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)

Source: View Original Filing on SEC EDGAR