STOCK TITAN

Z Squared CTO receives option for 100,000 shares

Full vesting depends on the common stock reaching a fair market value of $20.34 per share, as determined by the board or compensation committee.

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Form Type
4

Rhea-AI Filing Summary

Z Squared Inc. Chief Technology Officer Jeffery Keeslar Harris received a nonqualified stock option covering 100,000 common shares, ratified October 2, 2026 and made effective June 24, 2026. The option’s exercise price is $13.56 per share; it vests and becomes exercisable in full when the stock’s fair market value equals or exceeds $20.34 per share, as determined by the board or compensation committee. Harris held 12,444 common shares directly after the reported transaction.

Insider Harris Jeffery Keeslar
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) F1, F2 100,000 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 100,000 contracts (Direct); Common Stock — 12,444 shares (Direct)
Footnotes (2)
  1. F1. As of October 2, 2026, pursuant to Section 3(c) of the reporting person's Executive Employment Agreement with the issuer, dated as of June 24, 2026 and as amended by Amendment No. 1 thereto, dated as of August 24, 2026 (the "Employment Agreement"), the Compensation Committee ratified the issuer's grant to the reporting person of a nonqualified stock option to purchase 100,000 shares of common stock under the Z Squared, Inc. 2025 Incentive Compensation Plan (the "Plan") at an exercise price of $13.56 per share, the Nasdaq official closing price per share on June 24, 2026, the effective date of the Employment Agreement (the "Effective Date"). The grant was made effective as of the Effective Date, with the exercise price, vesting reference value and expiration date of the option each fixed by reference to the Effective Date, as contemplated by the Employment Agreement.
  2. F2. The option vests and becomes exercisable in full on the date on which the fair market value of the common stock equals or exceeds $20.34 per share, 150% of the fair market value of the common stock on the Effective Date, as determined by the issuer's Board of Directors or the Compensation Committee thereof, and remains exercisable until June 24, 2036, subject to earlier termination in accordance with the terms of the Plan and the reporting person's Stock Option Award Agreement.
Option size 100,000 underlying common shares Nonqualified stock option ratified October 2, 2026
Exercise price $13.56 per share Option exercise price
Full-vesting threshold $20.34 per share Fair market value threshold determined by the board or compensation committee
Vesting reference 150% Of fair market value on June 24, 2026
Direct common stock holdings 12,444 shares Held after the October 2, 2026 reported transaction
Option expiration June 24, 2036 Subject to earlier termination under the plan and award agreement
nonqualified stock option financial
"nonqualified stock option to purchase 100,000 shares of common stock"
A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.
exercise price financial
"at an exercise price of $13.56 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vests and becomes exercisable in full financial
"The option vests and becomes exercisable in full"
fair market value financial
"fair market value of the common stock equals or exceeds $20.34 per share"
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.

FAQ

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

When do ZSQR's options granted to Jeffery Keeslar Harris expire?

The options remain exercisable until June 24, 2036, subject to earlier termination under the 2025 Incentive Compensation Plan and the Stock Option Award Agreement.

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

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Learn about SEC filing dates
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*
Harris Jeffery Keeslar

(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 Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
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)

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 Stock12,444D
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
Stock Option (Right to Buy)(1)$13.5610/02/2026A100,000 (2)06/24/2036Common Stock100,000$0100,000D
Explanation of Responses:
1. As of October 2, 2026, pursuant to Section 3(c) of the reporting person's Executive Employment Agreement with the issuer, dated as of June 24, 2026 and as amended by Amendment No. 1 thereto, dated as of August 24, 2026 (the "Employment Agreement"), the Compensation Committee ratified the issuer's grant to the reporting person of a nonqualified stock option to purchase 100,000 shares of common stock under the Z Squared, Inc. 2025 Incentive Compensation Plan (the "Plan") at an exercise price of $13.56 per share, the Nasdaq official closing price per share on June 24, 2026, the effective date of the Employment Agreement (the "Effective Date"). The grant was made effective as of the Effective Date, with the exercise price, vesting reference value and expiration date of the option each fixed by reference to the Effective Date, as contemplated by the Employment Agreement.
2. The option vests and becomes exercisable in full on the date on which the fair market value of the common stock equals or exceeds $20.34 per share, 150% of the fair market value of the common stock on the Effective Date, as determined by the issuer's Board of Directors or the Compensation Committee thereof, and remains exercisable until June 24, 2036, subject to earlier termination in accordance with the terms of the Plan and the reporting person's Stock Option Award Agreement.
/s/ Jeffery Harris10/05/2026
** 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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