Zoned Properties (ZDPY) CEO awarded 250,000 restricted common shares

Rhea-AI Filing Summary

McLaren Bryan reported acquisition or exercise transactions in this Form 4 filing.

Zoned Properties, Inc. Chairman, CEO and CFO Bryan McLaren reported an insider transaction involving company common stock. On January 28, 2026, an entity he controls, BAM Trust, received a grant of 250,000 shares of restricted common stock at a price of $0.00 per share.

The award was granted by the Board under the company’s 2016 Equity Incentive Plan and was fully vested at issuance, though it remains subject to forfeiture and clawback provisions. McLaren is trustee of BAM Trust and has voting and investment control over these indirectly held shares. As of the same date, he also directly held 62,500 shares of common stock.

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^*

McLaren Bryan

(Last) (First) (Middle)

C/O ZONED PROPERTIES, INC.

8360 E. RAINTREE DRIVE #230

(Street)

SCOTTSDALE AZ 85260

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoned Properties, Inc. [ ZDPY ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		A(1)		250,000	A(1)	$0	250,000	I	By BAM Trust(2)
Common Stock								62,500	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. Represents a restricted stock grant by the issuer's Board of Directors pursuant to the 2016 Equity Incentive Plan. The grant was fully vested at issuance, subject to forfeiture and clawback provisions.

2. Mr. McLaren is trustee of BAM Trust and has voting and investment control over the securities held by BAM Trust.

	/s/ Bryan McLaren	03/17/2026
	** 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).
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FAQ

What insider transaction did Zoned Properties (ZDPY) report for Bryan McLaren?

Zoned Properties reported a stock grant to Bryan McLaren’s BAM Trust. On January 28, 2026, BAM Trust received 250,000 shares of restricted common stock at $0.00 per share, awarded under the 2016 Equity Incentive Plan and fully vested at issuance, subject to forfeiture and clawback.

Was the Zoned Properties (ZDPY) Form 4 transaction an open-market buy or sale?

The Form 4 reflects a grant, not an open-market trade. The 250,000 shares were awarded as restricted stock at $0.00 per share under an equity incentive plan, indicating compensation rather than a purchase or sale in the public market.

Who holds the 250,000 restricted shares reported for Zoned Properties (ZDPY)?

The 250,000 restricted shares are held by BAM Trust. Bryan McLaren serves as trustee of BAM Trust and has voting and investment control over the securities the trust holds, giving him indirect ownership of these shares reported on the Form 4.

What conditions apply to Bryan McLaren’s restricted stock grant at Zoned Properties (ZDPY)?

The restricted stock grant is fully vested but subject to protections. Although vested at issuance, the 250,000-share award is still subject to forfeiture and clawback provisions as set by the company’s 2016 Equity Incentive Plan and Board of Directors.

How many Zoned Properties (ZDPY) shares does Bryan McLaren hold directly after this filing?

The filing shows Bryan McLaren directly holding 62,500 common shares. In addition to the indirect 250,000-share grant to BAM Trust, the Form 4 lists a separate direct holding position of 62,500 shares of Zoned Properties common stock.

What equity plan was used for the Zoned Properties (ZDPY) CEO’s stock grant?

The stock grant was issued under the 2016 Equity Incentive Plan. Zoned Properties’ Board of Directors granted 250,000 restricted common shares to BAM Trust as compensation pursuant to this plan, with the grant fully vested but still subject to forfeiture and clawback provisions.