Z Squared (NASDAQ: ZSQR) CMO buys stock, granted 100K options and RSUs
Rhea-AI Filing Summary
Z Squared Inc. (ZSQR) reported multiple equity transactions by Chief Marketing Officer Christopher Ryan Schadel. On August 18, 2026, he purchased 1,000 shares of common stock at $3.92 per share, held directly. Earlier, under his Executive Employment Agreement and the 2025 Incentive Compensation Plan, he was granted a stock option for 100,000 shares at an exercise price of $15.20, vesting in full once the common stock’s fair market value increases by 50% above the grant-date value and remaining exercisable for 10 years, subject to plan terms. He also received 9,868 RSUs with a grant-date fair market value of $150,000 and a supplemental grant of 2,806 RSUs derived from a $30,000 bonus at a price of $10.69 per share; both RSU awards vest in equal quarterly installments over one year, each unit representing one share of common stock upon vesting.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,000 shares
Net Buy
4 txns
Insider
Schadel Christopher Ryan
Role
Chief Marketing Officer
Bought
1,000 shs ($4K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Common Stock | 1,000 | $3.92 | $4K |
| Grant/Award | Restricted Stock Units F1 | 2,806 | $0.00 | $0.00 |
| Grant/Award | Stock Option (Right to Buy) F2 | 100,000 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F3 | 9,868 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 12,674 shares (Direct);
Stock Option (Right to Buy) — 100,000 shares (Direct);
Common Stock — 1,000 shares (Direct)
Footnotes (3)
- F1. Represents Restricted stock units ("RSUs") granted 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. 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. The RSUs vest in equal quarterly installments over the one-year period commencing June 3, 2026, subject to continued employment on each vesting date.
- F2. On April 27, 2026, the issuer and the reporting person entered into an Executive Employment Agreement (the "Employment Agreement"), pursuant to which the issuer agreed to grant the reporting person an option to purchase 100,000 shares of common stock at an exercise price equal to the fair market value of the common stock on the grant date. The Stock Option was granted pursuant to Section 3(c) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. The Stock Option vests in full on the date the fair market value of the common stock increases by 50% above the grant-date fair market value, as determined by the Board in its reasonable discretion, and remains exercisable for ten (10) years from the grant date, subject to earlier termination under the 2025 Plan and applicable award agreement.
- F3. In addition, pursuant to the Employment Agreement, the issuer agreed to grant the reporting person an annual bonus of restricted stock units ("RSUs") having a grant-date fair market value of $150,000. The RSUs were granted pursuant to Section 3(b) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The number of RSUs reported was determined by dividing $150,000 by the closing price per share of the common stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share). The RSUs vest in equal quarterly installments over one year commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer on each vesting date.
Key Figures
Open-market purchase: 1,000 shares at $3.92 per share
Stock option size: 100,000 shares at $15.20 exercise price
Performance vesting hurdle: 50% increase in fair market value
+5 more
8 metrics
Open-market purchase
1,000 shares at $3.92 per share
Common stock purchased on August 18, 2026, held directly
Stock option size
100,000 shares at $15.20 exercise price
Option to buy common stock, granted April 27, 2026, exercisable for ten years
Performance vesting hurdle
50% increase in fair market value
Option vests when stock’s fair market value rises 50% above grant-date level
Annual RSU bonus grant-date value
$150,000
Fair market value used to determine 9,868 RSUs on April 27, 2026
Annual RSUs granted
9,868 RSUs
Number of RSUs from $150,000 bonus divided by closing price on April 27, 2026
Supplemental RSU bonus
$30,000 / 2,806 RSUs
Supplemental RSUs from $30,000 divided by $10.69 closing price on June 3, 2026
Supplemental RSU pricing
$10.69 per share
Nasdaq Global Market closing price used to compute 2,806 supplemental RSUs
RSU vesting schedule
Quarterly over one year
Both RSU awards vest in equal quarterly installments over a one-year period
Key Terms
Restricted stock units, Executive Employment Agreement, fair market value, Incentive Compensation Plan
4 terms
Restricted stock units financial
"Represents Restricted stock units ("RSUs") granted under the issuer's 2025 Incentive"
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.
Executive Employment Agreement financial
"under Section 3(b) of the reporting person's Executive Employment Agreement, dated"
fair market value financial
"exercise price equal to the fair market value of the common stock on the grant date"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Incentive Compensation Plan financial
"granted pursuant to Section 3(c) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan"
An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.
FAQ
What insider purchase did ZSQR’s Chief Marketing Officer report on this Form 4?
The Chief Marketing Officer purchased 1,000 shares of ZSQR common stock on August 18, 2026 at a price of $3.92 per share, and now holds these shares directly.
What stock option grant did the ZSQR CMO receive under his Employment Agreement?
He received a stock option for 100,000 shares of ZSQR common stock with an exercise price of $15.20 per share, vesting when the fair market value rises 50% above the grant-date value and remaining exercisable for 10 years.
How many RSUs tied to a $150,000 bonus were granted to the ZSQR CMO?
He was granted 9,868 restricted stock units (RSUs) with a grant-date fair market value of $150,000. These RSUs vest in equal quarterly installments over one year, starting April 27, 2026, subject to continued employment.
What is the supplemental RSU award disclosed for ZSQR’s CMO and how was it calculated?
He received 2,806 RSUs as a supplemental bonus award, calculated by dividing $30,000 by the $10.69 closing price per share on June 3, 2026, rounded down, vesting quarterly over one year.
How do the RSUs granted to the ZSQR CMO vest and what does each unit represent?
Both RSU awards vest in equal quarterly installments over one year, subject to continued employment. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date.
Were the derivative grants to ZSQR’s CMO reported as direct or indirect ownership?
All reported derivative grants, including the 100,000-share option and RSU awards, are indicated as direct (D) ownership by the reporting person, subject to the vesting and plan conditions described.
AI-generated analysis. How Rhea-AI works. Not financial advice.
