[Form 4] zSpace, Inc. Insider Trading Activity

Rhea-AI Filing Summary

zSpace, Inc. (ZSPC) insider Michael S. Harper, listed as the company's Chief Product, Engineering and Marketing Officer, reported the sale of 3,748 shares of common stock on 10/06/2025. The filing shows those shares were sold to cover tax obligations from a prior vesting of restricted stock units. The weighted average price for the shares sold was $0.9904, with transaction prices ranging from $0.98 to $1.01. After the sale, Harper beneficially owned 25,947 shares. The Form 4 was signed by an attorney-in-fact on 10/08/2025.

Positive

• Sale was explicitly for tax withholding from RSU vesting, indicating a routine compensation event
• Small transaction size relative to continuing beneficial ownership (3,748 sold; 25,947 retained)

Negative

• Insider sold shares in open-market transactions, which can be perceived negatively by some investors
• Weighted average sale price was $0.9904, which may be near recent trading levels and could modestly increase share supply

Insights

Corporate Governance Analyst

TL;DR: Insider sold shares to cover taxes after RSU vesting; modest size relative to reported holdings.

The sale of 3,748 shares on 10/06/2025 is disclosed as a tax-withholding sale tied to previously vested restricted stock units, which is a common, non-discretionary reason for insider disposition. The filing reports a $0.9904 weighted average price and a remaining beneficial ownership of 25,947 shares.

This transaction appears routine rather than a signal of strategic change; monitor future filings for any pattern of open-market disposals versus planned withholding sales over the next 6–12 months to assess insider confidence.

Executive Compensation Analyst

TL;DR: Sale funded by tax obligations from RSU vesting, showing normal compensation-cycle activity.

The explanatory note specifies the shares were sold "to cover the reporting person's tax obligations arising out of a prior vesting of restricted stock units," directly linking the disposition to compensation mechanics rather than discretionary trading. The price range reported ($0.98–$1.01) and weighted average ($0.9904) indicate small timing dispersion across multiple trades.

For compensation impact, compare the number sold to total vested awards and remaining equity grants; absent additional grant or exercise details in this filing, review subsequent quarterly filings and proxy disclosures for material changes within the next reporting cycle.

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
Estimated average burden
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^*

HARPER MICHAEL S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		S		3,748(1)	D	$0.9904(2)	25,947	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 October 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 $0.98 to $1.01, 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 footnote (2) to this Form 4.

Remarks:

Chief Product, Engineering and Marketing Officer

	/s/ David Lorie, Attorney-in-Fact for Michael S. Harper	10/08/2025
	** 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 did Michael S. Harper report in the Form 4 for ZSPC?

He reported the sale of 3,748 shares on 10/06/2025 to cover tax obligations from vested restricted stock units; the weighted average sale price was $0.9904.

Why were the ZSPC shares sold by the insider?

The filing states the shares were sold to cover the reporting person's tax obligations arising from a prior vesting of restricted stock units.

How many ZSPC shares does Michael S. Harper own after the sale?

The Form 4 reports beneficial ownership of 25,947 shares following the reported transactions.

What price range were the ZSPC shares sold at?

Sales occurred at prices ranging from $0.98 to $1.01, with a weighted average of $0.9904.

When was the Form 4 filed and signed for this ZSPC transaction?

The transaction date is 10/06/2025 and the Form 4 was signed by an attorney-in-fact on 10/08/2025.