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Vertical Data: PansyCake buys 85,000 shares at $3

The September award was fully vested at grant, while later installments of the October award depend on continued board service.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

Vertical Data Inc. director Jaime Leverton reported that PansyCake Holdings Limited purchased 85,000 common shares at $3 per share on August 11, 2026; the entity’s reported position after the purchase was 85,000 shares. Leverton also received 31,712 restricted stock units on September 17, fully vested at grant, and 17,849 RSUs on October 6.

Of the October award, 4,462 RSUs vested at grant; the remaining units vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued board service. Both awards were granted at no cash cost. A separate holding entry lists 259,552 shares held by Jaime Leverton Ventures & Advisory Inc.

Insider Leverton Jaime
Role Director
Bought 85,000 shs ($255K)
Type Security Shares Price Value
Grant/Award Common Stock F7, F5, F8 17,849 $0.00 $0.00
Grant/Award Common Stock F3, F4, F5, F6 31,712 $0.00 $0.00
Purchase Common Stock F1, F2 85,000 $3.00 $255K
holding Common Stock F9 -- -- --
Holdings After Transaction: Common Stock — 85,000 shares (Indirect, By PansyCake Holdings Limited); Common Stock — 49,561 shares (Direct); Common Stock — 259,552 shares (Indirect, By Jaime Leverton Ventures & Advisory Inc.)
Footnotes (9)
  1. F1. Shares purchased in the issuer's private placement of 1,373,152 shares of common stock at $3.00 per share, which closed on August 11, 2026.
  2. F2. Shares held of record by PansyCake Holdings Limited.
  3. F3. Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. The RSUs were granted to the reporting person individually.
  4. F4. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027.
  5. F5. Each grant was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d).
  6. F6. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($150,000) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit.
  7. F7. Represents RSUs granted under the plan referred to in footnote 3 as the annual grant to non-employee directors under the issuer's Non-Employee Director Compensation Policy for the service period July 1, 2026 through June 30, 2027, pursuant to a unanimous written consent of the Board of Directors executed by all directors on October 6, 2026. Each RSU represents the right to receive one share of common stock. 4,462 RSUs vested on the grant date, and the remaining RSUs vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued service on the Board. Vested RSUs settle in shares of common stock as soon as practicable following each vesting date.
  8. F8. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing $100,000 by $5.6023, the 30-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended October 5, 2026, rounded down to the nearest whole unit.
  9. F9. Shares held of record by Jaime Leverton Ventures & Advisory Inc.
Common shares purchased 85,000 shares PansyCake Holdings Limited, August 11, 2026
Purchase price $3 per share PansyCake Holdings Limited purchase on August 11, 2026
Position after purchase 85,000 shares PansyCake Holdings Limited
September RSU award 31,712 RSUs Granted September 17, 2026; fully vested at grant
October RSU award 17,849 RSUs Granted October 6, 2026
RSUs vested at October grant 4,462 RSUs Vested October 6, 2026
Shares held by Jaime Leverton Ventures & Advisory Inc. 259,552 shares Indirect holding reported August 11, 2026
Private-placement shares 1,373,152 shares Vertical Data private placement closed August 11, 2026
restricted stock units financial
"Represents restricted stock units ("RSUs") granted under the plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
volume-weighted average price financial
"the 30-calendar-day volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
private placement financial
"issuer's private placement of 1,373,152 shares"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Rule 16b-3(d) regulatory
"intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

FAQ

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

How many VDTA shares did PansyCake Holdings buy?

PansyCake Holdings Limited purchased 85,000 shares at $3 per share on August 11, 2026, in Vertical Data’s private placement. Its reported position after the purchase was 85,000 shares. No Rule 10b5-1 plan is reported for the transaction.

What are the vesting terms for Jaime Leverton’s October 2026 VDTA RSUs?

The 17,849 RSUs granted on October 6, 2026 included 4,462 that vested on the grant date. The remaining RSUs vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued service on the board.

When will shares from Jaime Leverton’s September VDTA RSU award be delivered?

The 31,712 RSUs granted on September 17, 2026 were fully vested on the grant date. Each RSU represents the right to one common share, and the shares are to be delivered as promptly as practicable after the grant date and no later than March 15, 2027.

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*
Leverton Jaime

(Last)(First)(Middle)
C/O VERTICAL DATA INC.
1980 FESTIVAL PLAZA DRIVE, SUITE 300

(Street)
LAS VEGAS NEVADA 89135

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Vertical Data Inc. [ VDTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
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 Stock(1)08/11/2026P85,000A$385,000IBy PansyCake Holdings Limited(2)
Common Stock(3)(4)09/17/2026A(5)31,712A$0.00(6)31,712D
Common Stock(7)10/06/2026A(5)17,849A$0.00(8)49,561D
Common Stock259,552IBy Jaime Leverton Ventures & Advisory Inc.(9)
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. Shares purchased in the issuer's private placement of 1,373,152 shares of common stock at $3.00 per share, which closed on August 11, 2026.
2. Shares held of record by PansyCake Holdings Limited.
3. Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. The RSUs were granted to the reporting person individually.
4. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027.
5. Each grant was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d).
6. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($150,000) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit.
7. Represents RSUs granted under the plan referred to in footnote 3 as the annual grant to non-employee directors under the issuer's Non-Employee Director Compensation Policy for the service period July 1, 2026 through June 30, 2027, pursuant to a unanimous written consent of the Board of Directors executed by all directors on October 6, 2026. Each RSU represents the right to receive one share of common stock. 4,462 RSUs vested on the grant date, and the remaining RSUs vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued service on the Board. Vested RSUs settle in shares of common stock as soon as practicable following each vesting date.
8. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing $100,000 by $5.6023, the 30-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended October 5, 2026, rounded down to the nearest whole unit.
9. Shares held of record by Jaime Leverton Ventures & Advisory Inc.
/s/ Jaime Leverton10/05/2026
** 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)

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