ZIVO director equity in lieu of $12,476.71 fees; 1,223 options

Rhea-AI Filing Summary

Zivo Bioscience, Inc. (ZIVO) director Alison Cornell received a grant of 1,223 nonstatutory stock options on 10/02/2025 under the 2024 Equity Incentive Plan for Non-Employee Directors in lieu of retainer fees totaling $12,476.71. The options have an exercise price of $12.03, are exercisable immediately on 10/02/2025, and expire on 10/02/2035

This transaction increases the reporting person’s direct beneficial ownership by 1,223 underlying shares. The filing is a routine director compensation disclosure showing equity issued instead of cash fees to align compensation with shareholder interests.

Positive

• Equity alignment: Director compensation provided as options (1,223) aligns incentives with shareholders
• Immediate exercisability: Options are exercisable on 10/02/2025, giving the director clear ownership rights

Negative

• Potential dilution: Grant of 1,223 underlying shares increases outstanding potential dilution from the equity plan
• Exercise price set: Options carry a $12.03 strike; if market price remains below this, the grant has limited near‑term value

Insights

Corporate Governance Analyst

Director received equity compensation in lieu of cash retainer; typical alignment move.

Issuing 1,223 options to a director in exchange for $12,476.71 of retainer fees shifts compensation from cash to equity, which can align the director's incentives with long‑term shareholder value. The options are exercisable immediately and carry a $12.03 exercise price with a 2035 expiration, creating a 10‑year holding window.

This action depends on the board’s equity plan capacity and market price relative to the $12.03 strike; if the market price rises above the strike over time the grant becomes economically meaningful. Near term, monitor any further director grants and total dilution from the 2024 Equity Incentive Plan over the next 12 months.

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

OMB Number:			3235-0287
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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^*

Cornell Alison A

(Last) (First) (Middle)

2125 BUTTERFIELD ROAD

SUITE 100

(Street)

TROY MI 48084

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zivo Bioscience, Inc. [ ZIVO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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

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
Nonstatutory Stock Options to buy Common Stock	$12.03	10/02/2025		A		1,223		10/02/2025	10/02/2035	Common Stock	1,223	$10.2(1)	1,223	D

Explanation of Responses:

1. This option was issued to the reporting person pursuant to the 2024 Equity Incentive Plan for Non-Employee Directors in lieu of retainer fees of $12,476.71.

	/s/ Alison Cornell	10/06/2025
	** 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.
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.

FAQ

What transaction did Alison Cornell report for ZIVO?

Alison Cornell reported receiving 1,223 nonstatutory stock options on 10/02/2025 as director compensation.

What is the exercise price and term for the options in the ZIVO Form 4?

The options have an exercise price of $12.03, are exercisable on 10/02/2025, and expire on 10/02/2035.

Why were the options issued to the director?

The options were issued under the 2024 Equity Incentive Plan for Non-Employee Directors in lieu of retainer fees totaling $12,476.71.

How many shares does the reported transaction add to the director's beneficial ownership?

The reported transaction increases the director’s direct beneficial ownership by 1,223 underlying shares.

When was the Form 4 signed and filed?

The Form 4 is signed by Alison Cornell on 10/06/2025 and reports the transaction dated 10/02/2025.