Zoomcar (ZCAR) CEO Deepankar Tiwari granted 1M inducement shares

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. reported that Chief Executive Officer and 10% owner Deepankar Tiwari acquired 1,000,000 shares of common stock on July 17, 2025 through a grant with a stated price of $0.00 per share. The award was issued under a Non statutory Inducement Award Agreement approved by the company’s compensation committee of independent directors.

The footnote explains that the grant vests in four equal installments of 250,000 shares each. Tranches vested on June 30, 2025, September 30, 2025, and December 31, 2025, with the final 250,000 shares scheduled to vest on March 31, 2026. Following this transaction, Tiwari directly owned 1,000,000 common shares.

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

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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^*

Tiwari Deepankar

(Last) (First) (Middle)

C/O ZOOMCAR HOLDINGS, INC.

ANJANEYA TECHNO PARK, NO.147, 1ST FLOOR

(Street)

KODIHALLI, BANGALORE K7 560008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoomcar Holdings, Inc. [ ZCAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2025		A		1,000,000(1)	A	$0.00	1,000,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Issued pursuant to that certain Non statutory Inducement Award Agreement between the issuer and the reporting person dated July 17, 2025, which was approved by the issuer's compensation committee comprising of independent directors. 25%, or 250,000 shares of common stock, vested on June 30, 2025, 25%, or 250,000 shares of common stock, vested on Sep 30, 2025, 25%, or 250,000 shares of common stock, vested on Dec 31, 2025, the remaining 25%, or 250,000 shares vest on March 31, 2026.

	/s/ Deepankar Tiwari	02/12/2026
	** 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.
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FAQ

What insider transaction did Zoomcar (ZCAR) report for CEO Deepankar Tiwari?

Zoomcar reported that CEO Deepankar Tiwari acquired 1,000,000 shares of common stock via a grant dated July 17, 2025. The award carried a stated price of $0.00 per share and left him holding 1,000,000 shares directly after the transaction.

How many Zoomcar (ZCAR) shares were granted to the CEO and at what price?

The CEO received a grant of 1,000,000 Zoomcar common shares with a stated price of $0.00 per share. This reflects a compensatory stock award rather than an open-market purchase, increasing his directly held stake to 1,000,000 shares after the transaction.

What is the vesting schedule for the 1,000,000 Zoomcar (ZCAR) inducement shares?

The 1,000,000-share award vests in four equal tranches of 250,000 shares. Vesting dates are June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, aligning the CEO’s equity compensation with a phased service period.

Under what agreement were the Zoomcar (ZCAR) CEO’s shares issued?

The shares were issued under a Non statutory Inducement Award Agreement between Zoomcar and the CEO dated July 17, 2025. The company’s compensation committee, composed of independent directors, approved this agreement as part of his equity compensation package.

Did Zoomcar’s CEO buy these ZCAR shares on the open market?

No, the 1,000,000 shares were granted as an inducement award at a stated price of $0.00 per share. This indicates a compensatory equity grant approved by the independent compensation committee, not a cash purchase in the open market.

What is CEO Deepankar Tiwari’s ownership status after the Zoomcar (ZCAR) grant?

After the July 17, 2025 grant, Deepankar Tiwari beneficially owned 1,000,000 Zoomcar common shares directly. This position reflects the full size of the inducement award, subject to the four-part vesting schedule through March 31, 2026.