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Z Squared corrects duplicate insider award entries

The amendment also describes the vesting conditions for two earlier RSU awards and reports the remaining units after the September vesting.

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Form Type
4/A

Rhea-AI Filing Summary

Z Squared Inc. Chief Marketing Officer Christopher Ryan Schadel reported an open-market purchase of 1,000 common shares at $3.92 per share on August 18, 2026, and RSU settlements into common shares of 2,467 shares on July 27 and 702 shares on September 3, 2026.

The amendment corrects duplicate entries for previously reported RSU and option grants, adds the July settlement omitted from the earlier report, and updates beneficial-ownership totals. Shares acquired upon RSU settlement were issued under Z Squared Inc.’s Form S-8 filed August 21, 2026. No Rule 10b5-1 plan is reported.

Insider Schadel Christopher Ryan
Role Chief Marketing Officer
Bought 1,000 shs ($4K)
Type Security Shares Price Value
Exercise Restricted Stock Units F3 702 $0.00 $0.00
Exercise Common Stock F4 702 $0.00 $0.00
Purchase Common Stock 1,000 $3.92 $4K
Exercise Restricted Stock Units F1 2,467 $0.00 $0.00
Exercise Common Stock F2 2,467 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 9,505 contracts (Direct); Common Stock — 4,169 shares (Direct)
Footnotes (4)
  1. F1. On April 27, 2026, pursuant to Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026, the issuer granted the reporting person 9,868 RSUs representing an annual bonus award with an aggregate grant-date fair market value of $150,000. The grant was previously reported on the reporting person's Form 4 filed on April 30, 2026. The RSUs vest in four equal quarterly installments of 2,467 RSUs over the one-year period commencing on April 27, 2026 (on each of July 27, 2026, October 27, 2026, January 27, 2027 and April 27, 2027), subject to the reporting person's continued employment with the issuer on each vesting date.
  2. F2. Represents the first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026.
  3. F3. Represents restricted stock units ("RSUs") granted to the reporting person on June 3, 2026 under the issuer's 2025 Incentive Compensation Plan as a supplemental award in respect of the annual bonus under Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026, and previously reported on the reporting person's Form 4 filed on June 8, 2026. The number of RSUs was determined by dividing $30,000 by the closing price per share on the Nasdaq Global Market on June 3, 2026 ($10.69), rounded down to the nearest whole share. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. Because 2,806 is not evenly divisible by four, the RSUs vest in four substantially equal quarterly installments (subject to rounding) over the one-year period commencing June 3, 2026 (on each of September 3, 2026, December 3, 2026, March 3, 2027 and June 3, 2027), subject to continued employment on each vesting date.
  4. F4. Represents the vesting of 702 RSUs, the first quarterly installment of the RSUs described in footnote 3, which vested on September 3, 2026. The number of derivative securities beneficially owned following the reported transaction includes 7,401 RSUs remaining from the April 27, 2026 grant described in footnote 1 and 2,104 RSUs remaining from the June 3, 2026 grant.
Common shares purchased 1,000 shares August 18, 2026 open-market purchase
Purchase price $3.92 per share August 18, 2026 purchase
RSUs settled 2,467 RSUs July 27, 2026 settlement into common shares
RSUs settled 702 RSUs September 3, 2026 settlement into common shares
Remaining RSUs 7,401 RSUs Remaining from the April 27, 2026 grant following the September 3, 2026 transaction
Remaining RSUs 2,104 RSUs Remaining from the June 3, 2026 grant following the September 3, 2026 transaction
RSUs granted 9,868 RSUs April 27, 2026 annual bonus award
Grant-date fair market value $150,000 April 27, 2026 annual bonus award
Restricted Stock Units financial
"settlement of 2,467 restricted stock units that vested on July 27, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
grant-date fair market value financial
"with an aggregate grant-date fair market value of $150,000"
contingent right technical
"Each RSU represents a contingent right to receive one share"
Form S-8 regulatory
"registration statement on Form S-8 filed with the Securities and Exchange Commission"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ZSQR shares did Christopher Ryan Schadel purchase?

Christopher Ryan Schadel, Z Squared Inc.’s Chief Marketing Officer, purchased 1,000 common shares in an open-market purchase on August 18, 2026, at $3.92 per share. No Rule 10b5-1 plan is reported.

What RSU settlements did ZSQR report for Christopher Ryan Schadel?

The reported settlements converted 2,467 RSUs into common shares on July 27, 2026, and 702 RSUs into common shares on September 3, 2026. The common shares acquired upon RSU settlement were issued under Z Squared Inc.’s Form S-8 filed August 21, 2026.

How do Christopher Ryan Schadel’s ZSQR RSU awards vest?

The April 27, 2026 grant of 9,868 RSUs vests in four equal quarterly installments on July 27, 2026, October 27, 2026, January 27, 2027, and April 27, 2027, subject to continued employment on each vesting date. The June 3, 2026 grant of 2,806 RSUs vests in four substantially equal quarterly installments on September 3, 2026, December 3, 2026, March 3, 2027, and June 3, 2027, also subject to continued employment.

How many RSUs remained after Schadel’s September 3, 2026 vesting?

The reported derivative holdings following the transaction included 7,401 RSUs remaining from the April 27, 2026 grant and 2,104 RSUs remaining from the June 3, 2026 grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Schadel Christopher Ryan

(Last)(First)(Middle)
C/O Z SQUARED INC.
550 SOUTH ANDREWS AVENUE, SUITE 700

(Street)
FORT LAUDERDALE, FLORIDA 33301

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Z Squared Inc. [ ZSQR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Marketing Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2026
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)
CodeVAmount(A) or (D)Price
Common Stock07/27/2026M2,467(2)A$0(2)2,467D
Common Stock08/18/2026P1,000A$3.923,467D
Common Stock09/03/2026M702(4)A$0(4)4,169D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$007/27/2026M2,467 (1) (1)Common Stock2,467$010,207D
Restricted Stock Units(3)$009/03/2026M702 (3) (3)Common Stock702$09,505D
Explanation of Responses:
1. On April 27, 2026, pursuant to Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026, the issuer granted the reporting person 9,868 RSUs representing an annual bonus award with an aggregate grant-date fair market value of $150,000. The grant was previously reported on the reporting person's Form 4 filed on April 30, 2026. The RSUs vest in four equal quarterly installments of 2,467 RSUs over the one-year period commencing on April 27, 2026 (on each of July 27, 2026, October 27, 2026, January 27, 2027 and April 27, 2027), subject to the reporting person's continued employment with the issuer on each vesting date.
2. Represents the first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026.
3. Represents restricted stock units ("RSUs") granted to the reporting person on June 3, 2026 under the issuer's 2025 Incentive Compensation Plan as a supplemental award in respect of the annual bonus under Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026, and previously reported on the reporting person's Form 4 filed on June 8, 2026. The number of RSUs was determined by dividing $30,000 by the closing price per share on the Nasdaq Global Market on June 3, 2026 ($10.69), rounded down to the nearest whole share. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. Because 2,806 is not evenly divisible by four, the RSUs vest in four substantially equal quarterly installments (subject to rounding) over the one-year period commencing June 3, 2026 (on each of September 3, 2026, December 3, 2026, March 3, 2027 and June 3, 2027), subject to continued employment on each vesting date.
4. Represents the vesting of 702 RSUs, the first quarterly installment of the RSUs described in footnote 3, which vested on September 3, 2026. The number of derivative securities beneficially owned following the reported transaction includes 7,401 RSUs remaining from the April 27, 2026 grant described in footnote 1 and 2,104 RSUs remaining from the June 3, 2026 grant.
Remarks:
This Amendment No. 1 to Form 4 amends and restates in its entirety the Form 4 originally filed by the reporting person on August 20, 2026 (the "Original Form 4"), and also reports the September 3, 2026 vesting. It is filed to (i) remove the reporting of the grant of 2,806 restricted stock units on June 3, 2026, the grant of 9,868 restricted stock units on April 27, 2026, and the grant of an option to purchase 100,000 shares of common stock on April 27, 2026, each of which was inadvertently reported a second time in the Original Form 4, the June 3 grant having been previously reported on the reporting person's Form 4 filed on June 8, 2026 and the April 27 grants having been previously reported on the reporting person's Form 4 filed on April 30, 2026, (ii) report the settlement of 2,467 restricted stock units that vested on July 27, 2026, which was inadvertently omitted from the Original Form 4, (iii) report the settlement of 702 restricted stock units that vested on September 3, 2026, and (iv) restate the resulting beneficial ownership totals, including the August 18, 2026 open-market purchase of 1,000 shares reported on the Original Form 4. The shares of common stock reported in Table I as acquired upon settlement of restricted stock units were issued under the issuer's registration statement on Form S-8 filed with the Securities and Exchange Commission on August 21, 2026.
/s/ Ryan Schadel10/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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