New ZOOZ Strategy (ZOOZ) director discloses direct and indirect stakes

Rhea-AI Filing Summary

ZOOZ Strategy Ltd. director Todd S. Thomson filed an initial statement of beneficial ownership. He reports holding 846,154 Ordinary Shares directly. In addition, 100,000 Ordinary Shares are held indirectly through Headwaters Capital LLC, over which he has sole voting and dispositive power. A separate award of restricted stock units is disclosed, each representing one Ordinary Share that fully vests on November 21, 2026, subject to his continuous service through that date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THOMSON TODD S

(Last) (First) (Middle)

C/O ZOOZ STRATEGY LTD.

4B HAMELACHA ST.

(Street)

LOD, 7152008

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
ZOOZ Strategy Ltd. [ ZOOZ ]

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	846,154(1)	D
Ordinary Shares	100,000	I	By Headwaters Capital LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one of the Issuer's ordinary shares. The RSUs fully vest on November 21, 2026, subject to the continuous Service (as defined in the Issuer's 2015 Incentive Compensation Plan) of the holder through the applicable vesting date.

2. These securities are held directly by Headwaters Capital LLC. Mr. Thomson has sole voting and dispositive power over the shares held by Headwaters Capital LLC.

	/s/ Todd Thomson	03/18/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

FAQ

What does the ZOOZ Strategy (ZOOZ) Form 3 filing show for Todd S. Thomson?

The Form 3 shows that director Todd S. Thomson initially reports ownership of ZOOZ Strategy shares. It lists both his direct holdings and shares held indirectly through Headwaters Capital LLC, giving investors a clear view of his starting equity position with the company.

How many ZOOZ Strategy (ZOOZ) shares does Todd S. Thomson hold directly and indirectly?

Todd S. Thomson reports 846,154 Ordinary Shares held directly and 100,000 Ordinary Shares held indirectly through Headwaters Capital LLC. Together, these figures outline his beneficial ownership in ZOOZ Strategy at the time of this initial disclosure.

What is the role of Headwaters Capital LLC in the ZOOZ (ZOOZ) Form 3 filing?

Headwaters Capital LLC holds 100,000 Ordinary Shares of ZOOZ Strategy. The filing states that Mr. Thomson has sole voting and dispositive power over these shares, meaning he controls how they are voted and when they may be sold or transferred.

Does the ZOOZ Strategy (ZOOZ) Form 3 include any restricted stock units (RSUs)?

Yes. The filing notes restricted stock units (RSUs), each equal to one Ordinary Share. These RSUs fully vest on November 21, 2026, provided Mr. Thomson maintains continuous service under the company’s 2015 Incentive Compensation Plan through that vesting date.

Is the ZOOZ (ZOOZ) Form 3 a record of trades or just current holdings?

This Form 3 functions as an initial ownership report, not a record of trades. It lists Mr. Thomson’s existing direct and indirect ZOOZ Strategy share positions and RSUs when he became a reportable insider, without indicating recent purchases or sales.

Why is the ZOOZ Strategy (ZOOZ) Form 3 important for investors?

The Form 3 discloses a new insider’s beneficial ownership in ZOOZ Strategy. Knowing how many shares a director controls, directly and through entities like Headwaters Capital LLC, helps investors understand insider alignment with shareholder interests at the outset.