[Form 4] zSpace, Inc. Common stock Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview – zSpace, Inc. (ZSPC)

Chief Executive Officer and Director Paul Kellenberger reported two open-market sales of the company’s common stock:

• 7 Jul 2025: 1,324 shares sold at a weighted-average price of $2.96, leaving 29,466 shares directly owned.
• 8 Jul 2025: 1,296 shares sold at a weighted-average price of $3.023, leaving 28,170 shares directly owned.

The total disposal amounts to 2,620 shares (≈9% of his disclosed direct holdings prior to the transactions). The filer states that the sales were executed solely to satisfy tax withholding obligations linked to a prior vesting of restricted stock units (RSUs) previously disclosed on 2 Jul 2025.

Column 4 footnotes specify that each sale was broken into multiple trades within price ranges of $2.90-$3.11 and $2.90-$3.27, respectively. No derivative securities were transacted, and the CEO maintains direct ownership of approximately 28.2 k shares after the reported activity.

Because the disposition was for tax-related purposes and represents a small fraction of total ownership, the filing signals limited strategic intent but does slightly reduce insider exposure.

Positive

• None.

Negative

• CEO insider sale decreases direct holdings by approximately 9%, which can be interpreted as a slight negative sentiment signal despite tax rationale.

Insights

Securities Analyst

TL;DR: CEO sells 2.6k shares (~9% of stake) for tax, modest signal, limited impact.

The transaction is routine in nature—covering withholding taxes on recently vested RSUs. Volumes are small relative to both insider’s remaining position (≈28 k shares) and average daily trading liquidity for micro-cap names. No options were exercised, and there is no pattern of aggressive selling. From an informational standpoint, the sale neither confirms nor contradicts operational momentum; thus, market impact should be minimal.

Corporate Governance Expert

TL;DR: Disposition tied to RSU tax; governance practice appears normal.

Filing transparency is adequate: weighted-average pricing, sale ranges, and tax-driven rationale are disclosed. Use of open-market sales rather than automatic share withholding slightly increases float but remains an accepted method. No red flags concerning Rule 10b5-1, and the CEO retains a meaningful equity alignment, mitigating governance concerns.

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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hours per response:			0.5

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^*

Kellenberger Paul

(Last) (First) (Middle)

C/O ZSPACE, INC.

55 NICHOLSON LANE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
zSpace, Inc. [ ZSPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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
Common Stock	07/08/2025		S		1,324(1)	D	$2.96(2)	29,466	D
Common Stock	07/09/2025		S		1,296(1)	D	$3.023(3)	28,170	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. The securities reported herein were sold to cover the reporting person's tax obligations arising out of a prior vesting of restricted stock units, as originally reported by the reporting person in a Form 4 filed with the Securities and Exchange Commission (the "SEC") on July 2, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.900 to $3.110, inclusive. The reporting person undertakes to provide to zSpace, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.900 to $3.270, inclusive.

	/s/ Paul Kellenberger	07/10/2025
	** 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).
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FAQ

How many zSpace (ZSPC) shares did the CEO sell?

A total of 2,620 shares were sold across two days.

What were the sale prices for ZSPC shares?

Weighted-average prices were $2.96 on 7 Jul 2025 and $3.023 on 8 Jul 2025, with individual trades ranging from $2.90 to $3.27.

Why did the CEO sell ZSPC stock?

The filing states the sales were executed solely to cover tax obligations from a prior RSU vesting.

How many ZSPC shares does the CEO still own after the sale?

He directly owns 28,170 shares following the reported transactions.

Were any derivative securities involved in this Form 4?

No. Table II shows no derivative transactions for the reporting period.