ZenaTech (ZENA) creditor converts debt to equity, reporting 9.9% stake

Rhea-AI Filing Summary

Jennings Family Investments, Inc. filed a Schedule 13D reporting a significant investment stake in ZenaTech, Inc. common stock. The firm holds a position representing approximately 9.9% of ZenaTech’s outstanding shares on a partially diluted basis, reflecting both current shares and shares issuable upon conversion of a credit line.

The stake comes from partial conversions of a convertible line of credit that Jennings extended to ZenaTech in October 2024. On December 1, 2025, it converted $5,940,000 into 2,500,000 shares at $2.3760 per share, on February 6, 2026 it converted $3,070,080 into 1,440,000 shares at $2.1320 per share, and on February 25, 2026 it converted $2,844,800 into 1,400,000 shares at $2.0320 per share.

Jennings describes the holdings as being for investment purposes and states it has no current plans or proposals related to major corporate actions such as mergers, asset sales, or control changes. It has sole voting and dispositive power over its ZenaTech shares.

Insights

Equity ownership and capital structure analyst

Large creditor converts into equity, taking a 9.9% ZenaTech stake.

Jennings Family Investments, Inc. has turned a substantial portion of its convertible line of credit to ZenaTech into shares, now holding about 9.9% of the company on a partially diluted basis. This shifts part of ZenaTech’s obligations from debt to equity.

The filing details three conversions: $5,940,000 into 2,500,000 shares at $2.3760, $3,070,080 into 1,440,000 shares at $2.1320, and $2,844,800 into 1,400,000 shares at $2.0320 per share. Jennings retains sole voting and dispositive power over its holdings.

Jennings states the position is for investment purposes and explicitly notes no current plans for transactions like mergers, asset sales, or control changes. Future company disclosures may clarify how remaining convertible amounts, if any, are handled and how this ownership level interacts with ZenaTech’s broader shareholder base.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ZenaTech, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Kurt Patrick Kluber
929 Garfield Ave.,
Aurora, IL, 60506
630-770-8899

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Jennings Family Investments, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,747,437.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,747,437.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,747,437.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Consists of 5,248,526 shares of common stock held directly and 498,911 shares of common stock issuable upon conversion of a convertible line of credit issued by the Reporting Person to ZenaTech, Inc. Number of shares reported as of March 6, 2026. (2) Based on 57,710 885 shares of common stock of ZenaTech, Inc. outstanding on March 6, 2026 and 498,911 shares of common stock issuable upon conversion of the convertible line of credit issued by the Reporting Person to ZenaTech, Inc. within 60 days.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: ZenaTech, Inc.
(c)	Address of Issuer's Principal Executive Offices: 777 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA, CANADA , V6Z 1S4.
Item 2.	Identity and Background
(a)	Jennings Family Investments, Inc. - This statement on Schedule l3D is filed by Jennings Family Investments, Inc. (the "Reporting Person") subsequent to the exercise of conversion rights under a convertible line of credit issued by the Reporting Person to the Issuer in October 2024.
(b)	929 GARFIELD AVE., AURORA, ILLINOIS 60506 - The Reporting Person is organized under the laws of the State of Illinois and its business address is 929 Garfield Ave., Aurora, IL 60506.
(c)	The Reporting Person is in the business of finance.
(d)	During the past five years, neither the Reporting Person nor any of its directors or officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, neither the Reporting Person nor any of its directors or officers have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	State of Illinois
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting person partially converted amounts outstanding under a convertible line of credit issued by the Reporting person to the Issuer in October 2024. See Section 5(c) below for more information.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Issuer's common stock for investment purposes. None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person holds an aggregate of 5,291,000 shares of common stock of the Issuer, and 498,911 shares of common stock issuable upon conversion of the convertible line of credit issued by the Reporting Person to the Issuer within 60 days, representing approximately 9.9% of the Issuer's outstanding shares of common stock on a partially diluted basis.
(b)	The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the shares. See Schedule A which is incorporated by reference herein.
(c)	On December 1, 2025, the Reporting Person acquired 2,500,000 shares of common stock of the Issuer upon the conversion of $5,940,000 outstanding under a convertible line of credit issued by the Reporting Person to the Issuer in October 2024 at a price of $2.3760 per share. On February 6, 2026, the Reporting Person acquired 1,440,000 shares of common stock of the Issuer upon the conversion of $3,070,080 outstanding under a convertible line of credit issued by the Reporting Person to the Issuer in October 2024 at a price of $2.1320 per share. On February 25, 2026, the Reporting Person acquired 1,400,000 shares of common stock of the Issuer upon the conversion of $2,844,800 outstanding under a convertible line of credit issued by the Reporting Person to the Issuer in October 2024 at a price of $2.0320 per share.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Schedule A - Information about Directors, Officers and Control Persons of the Reporting Person.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jennings Family Investments, Inc.

Signature:	Kurt P. Kluber
Name/Title:	President
Date:	03/06/2026

FAQ

What stake in ZenaTech (ZENA) does Jennings Family Investments report?

Jennings Family Investments reports holding about 9.9% of ZenaTech’s common stock on a partially diluted basis. This percentage includes both shares currently owned and additional shares issuable upon converting amounts outstanding under a previously issued convertible line of credit.

How many ZenaTech (ZENA) shares did Jennings acquire through recent conversions?

Jennings acquired 2,500,000 shares on December 1, 2025, 1,440,000 shares on February 6, 2026, and 1,400,000 shares on February 25, 2026. Each block came from converting portions of a convertible line of credit at specified per-share prices.

What were the conversion prices for Jennings’ ZenaTech (ZENA) share acquisitions?

Jennings converted debt into ZenaTech stock at prices of $2.3760 per share on December 1, 2025, $2.1320 on February 6, 2026, and $2.0320 on February 25, 2026. Each conversion price applied to a separate principal amount of the credit line.

Does Jennings Family Investments plan to influence control at ZenaTech (ZENA)?

Jennings states it acquired ZenaTech common stock for investment purposes and indicates no current plans or proposals involving major corporate actions such as mergers, asset sales, recapitalizations, or changes in board composition as described in the standard Schedule 13D item list.

What type of security arrangement led to Jennings’ ZenaTech (ZENA) ownership?

Jennings’ ownership stems from a convertible line of credit issued in October 2024 to ZenaTech. The firm partially converted outstanding amounts under this credit line into common shares, and additional shares remain issuable upon further conversion within a defined period.

Who controls voting and disposition of Jennings’ ZenaTech (ZENA) shares?

Jennings Family Investments reports having sole power to vote and dispose of its ZenaTech common stock. This means it alone directs how the shares are voted in corporate matters and how or when the holdings may be sold or otherwise transferred.