Strome-linked entities buy Zivo Bioscience (ZIVO) shares and new warrants

Rhea-AI Filing Summary

Zivo Bioscience reported that investment entities associated with 10% owner Mark E. Strome, through Strome Mezzanine Fund II, LP, bought 20,000 shares of common stock at $9.77 per share and 2,000 common stock purchase warrants on February 12, 2026.

After these indirect purchases, the entities reported beneficial ownership of 472,942 common shares and 45,071 warrants.

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^*

STROME MARK E

(Last) (First) (Middle)

1688 MERIDIAN AVENUE, SUITE 727

(Street)

MIAMI BEACH FL 33139

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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

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

	Form filed by One Reporting Person
X	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	02/12/2026		P		20,000(1)	A	$9.77	472,942	I	By entity(1)(2)(3)

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
Common Stock Purchase Warrant	$9.77	02/12/2026		P		2,000(1)		02/12/2026	02/11/2031	Common Stock	2,000	$0	45,071	I	By entity(1)(2)(3)

1. Name and Address of Reporting Person^*

STROME MARK E

(Last) (First) (Middle)

1688 MERIDIAN AVENUE, SUITE 727

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STROME INVESTMENT MANAGEMENT LP

(Last) (First) (Middle)

C/O STROME GROUP, INC.

14120 VENTURA BLVD., STE C-525

(Street)

SHERMAN OAKS CA 91423

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STROME GROUP, INC.

(Last) (First) (Middle)

14120 VENTURA BLVD., STE C-525

(Street)

SHERMAN OAKS CA 91423

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported securities are owned directly by Strome Mezzanine Fund II, LP ("SMF II"), which were acquired pursuant to a Securities Purchase Agreement that SMF II entered into with the issuer.

2. Strome Investment Management, LP is the general partner of SMF II. Strome Group, Inc. is the general partner of Strome Investment Management, LP. Mark E. Strome is the President and CEO of Strome Group, Inc. Mr. Strome, Strome Investment Management, LP and Strome Group, Inc. (together, the "Reporting Persons") may be deemed to share voting and investment power for and to beneficially own the shares held by SMF II under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

3. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.

	/s/ Mark E. Strome	02/17/2026
	/s/ Mark E. Strome, as President of General Partner, on behalf of Strome Investment Management, LP	02/17/2026
	/s/ Mark E. Strome, as President of General Partner, on behalf of Strome Group, Inc.	02/17/2026
	** 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 transactions did entities linked to ZIVO’s 10% owner report?

Entities linked to ZIVO’s 10% owner reported buying 20,000 common shares and 2,000 common stock purchase warrants. These were acquired on February 12, 2026, pursuant to a Securities Purchase Agreement entered into by Strome Mezzanine Fund II, LP with Zivo Bioscience.

What prices were paid in the February 12, 2026 ZIVO insider purchases?

The entities paid $9.77 per share for 20,000 Zivo common shares. They also acquired 2,000 common stock purchase warrants with a $9.77 exercise price, and a reported derivative security price of $0 in the table for the warrant transaction.

How many Zivo Bioscience shares and warrants are reported owned after these transactions?

After the reported transactions, the entities reported beneficial ownership of 472,942 Zivo common shares and 45,071 common stock purchase warrants. All holdings are reported as indirect ownership, held by an entity rather than directly by an individual insider.

Who actually holds the ZIVO securities reported in this Form 4 filing?

The securities are held directly by Strome Mezzanine Fund II, LP (SMF II). The filing explains SMF II acquired them under a Securities Purchase Agreement, and related Strome entities and Mark E. Strome may be deemed to share voting and investment power over SMF II’s holdings.

How does the Form 4 describe Mark E. Strome’s and affiliates’ beneficial ownership in ZIVO?

The Form 4 states that Mark E. Strome, Strome Investment Management, LP, and Strome Group, Inc. may be deemed to beneficially own shares held by SMF II under Section 13(d), but it also clarifies this is not an admission of beneficial ownership for Section 16 purposes.

What is the nature of ownership for the ZIVO securities in this insider report?

All reported holdings are classified as indirect ownership, noted as “By entity” in the tables. The filing attributes direct ownership of the shares and warrants to Strome Mezzanine Fund II, LP, with related Strome entities listed as reporting persons connected to that fund.