Executive pay and equity reset at Zoned Properties (ZDPY) with new stock grants

Rhea-AI Filing Summary

Zoned Properties, Inc. is reshaping its leadership compensation mix. Effective January 28, 2026, the Board approved 10% base salary increases for CEO/CFO Bryan McLaren to $275,000 and President/COO Berekk Blackwell to $210,000.

On January 19, 2026, the company canceled all unvested stock options held by executives and directors covering 298,750 shares, plus 60,000 unvested options held by non‑executive manager Patrick Moroney. In place of options, on January 28, 2026 the company granted restricted common stock for services in 2026–2027: 250,000 shares to McLaren, 150,000 to Blackwell, 200,000 each to directors Art Friedman, David G. Honaman, and Cole Stevens, and 150,000 to Moroney.

These restricted shares are subject to pro‑rata forfeiture through December 31, 2027 if employment or service ends for cause or by voluntary resignation. If a change of control occurs before that date, clawbacks end and recipients keep all shares, and the company will pay cash of up to 35% of share cost basis to cover related income taxes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 28, 2026, the Board of Directors (the “Board”) of Zoned Properties, Inc. (the “Company”) approved an increase in the base salary of each of Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer, and Berekk Blackwell, the Company’s President and Chief Operating Officer, by 10%, such that Mr. McLaren’s and Mr. Blackwell’s base salaries were increased to $275,000 and $210,000, respectively.

Effective January 19, 2026, all unvested stock options held by Mr. McLaren, Mr. Blackwell, or members of the Board, representing stock options to purchase an aggregate of 298,750 shares of common stock (0, 97,500, 70,000, 70,000, and 61,250 of which were held by Mr. McLaren, Mr. Blackwell, Art Friedman, David G. Honaman and Cole Stevens, respectively), were canceled. All vested stock options as of January 19, 2026 held by Mr. McLaren, Mr. Blackwell or members of the Board remain outstanding and exercisable in accordance with their existing terms.

Effective January 28, 2026, the Company issued shares of restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to the Company’s executive officers and Board members as follows:

Name		Position		No. of Shares of Restricted Common Stock
Bryan McLaren		Chairman of the Board, Chief Executive Officer and Chief Financial Officer			250,000
Berekk Blackwell		President and Chief Operating Officer			150,000
Art Friedman		Independent Director			200,000
David G. Honaman		Independent Director			200,000
Cole Stevens		Independent Director			200,000

Such issuances are subject to forfeiture, depending on continued employment or service with the Company. If a recipient voluntarily resigns or is terminated for cause prior to December 31, 2027, the recipient must return to the Company a pro-rata portion of the issued shares, calculated on a monthly basis. If a change of control occurs at any time prior to December 31, 2027, all clawback provisions will automatically terminate and each recipient will retain 100% of the issued shares, free of any repayment obligation.

Additionally, the above executive officers and Board members will receive a cash payment from the Company to cover income tax liability associated with the above stock issuances in an amount up to 35% of the cost basis of the shares. In the event of a change of control, the Company will pay the full 35% tax coverage amount to each of the above executive officers and Board members prior to consummation of such change of control.

Item 8.01. Other Events.

Effective January 19, 2026, all unvested stock options held by Patrick Moroney, representing stock options to purchase an aggregate of 60,000 shares of common stock, were canceled. Mr. Moroney is a non-executive officer member of the Company’s management team. As previously disclosed in the Company’s Current Report on Form 8-K filed on January 20, 2026 with the Securities and Exchange Commission, on January 15, 2026, the Company and certain of its affiliates entered into an asset purchase agreement with BPB Partners, LLC (the “Buyer”) relating to a management buyout of certain of the Company’s assets and operations. The Buyer is owned by Mr. McLaren, Mr. Blackwell and Mr. Moroney.

Effective January 28, 2026, the Company issued 150,000 shares of restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to Mr. Moroney. The issuance is subject to forfeiture, depending on Mr. Moroney’s continued employment or service with the Company. If Mr. Moroney voluntarily resigns or is terminated for cause prior to December 31, 2027, he must return to the Company a pro-rata portion of the issued shares, calculated on a monthly basis. If a change of control occurs at any time prior to December 31, 2027, all clawback provisions will automatically terminate and Mr. Moroney will retain 100% of the issued shares, free of any repayment obligation.

Additionally, Mr. Moroney will receive a cash payment from the Company to cover income tax liability associated with the above stock issuance in an amount up to 35% of the cost basis of the shares. In the event of a change of control, the Company will pay the full 35% tax coverage amount to Mr. Moroney prior to consummation of such change of control.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZONED PROPERTIES, INC.
Dated: January 28, 2026	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

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FAQ

What executive salary changes did Zoned Properties (ZDPY) approve?

Zoned Properties approved 10% base salary increases for two top executives. Bryan McLaren’s salary rose to $275,000, and Berekk Blackwell’s to $210,000, effective January 28, 2026, reflecting higher cash compensation alongside broader changes in their equity incentives.

How many unvested stock options did Zoned Properties (ZDPY) cancel?

The company canceled all unvested stock options for executives and directors covering 298,750 shares, plus 60,000 shares of unvested options held by manager Patrick Moroney, effective January 19, 2026, shifting their compensation emphasis away from stock options.

What restricted stock did Zoned Properties (ZDPY) grant to executives and directors?

Effective January 28, 2026, the company granted restricted common stock for 2026–2027 services: 250,000 shares to Bryan McLaren, 150,000 to Berekk Blackwell, and 200,000 each to directors Art Friedman, David G. Honaman, and Cole Stevens, subject to service-based forfeiture conditions.

What restricted stock was granted to Patrick Moroney at Zoned Properties (ZDPY)?

Patrick Moroney received 150,000 shares of restricted common stock on January 28, 2026, as compensation for services in 2026 and 2027. These shares are subject to pro‑rata forfeiture if he resigns voluntarily or is terminated for cause before December 31, 2027.

What are the forfeiture and change of control terms on Zoned Properties (ZDPY) restricted stock?

Recipients must return a pro‑rata portion of shares if they resign voluntarily or are terminated for cause before December 31, 2027. If a change of control occurs earlier, all clawback provisions end and each recipient keeps 100% of their granted shares.

How will Zoned Properties (ZDPY) handle taxes on the new restricted stock grants?

The company will make cash payments up to 35% of the cost basis of the restricted shares to cover related income tax liabilities. If a change of control occurs before December 31, 2027, the full 35% tax coverage amount will be paid before the transaction closes.