Z Squared CEO David Elias Halabu receives 19,737 shares
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Form Type
4
Rhea-AI Filing Summary
Z Squared Inc. CEO David Elias Halabu had 19,737 restricted stock units vest on October 27, 2026; they settled into 19,737 common shares for no consideration. Afterward, he directly held 39,474 common shares, and 39,473 restricted stock units remained.
Separately, Naneva Capital LLC received 12,576 Z Squared shares on April 30, 2026, in a pro rata distribution for no consideration from BSG Series CM, LLC. Halabu owns 90% of Naneva, and his spouse owns 10%. He disclaims beneficial ownership of Naneva’s shares except to the extent of his pecuniary interest. The acquisition was inadvertently omitted from his October 2, 2026 Form 4 and was not reported timely. SMSC Capital Holdings LLC held 1,412,855 shares; Halabu also disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.
Insider Trade Summary
19,737 shares exercised/converted
Exercise
3 txns
Insider
Halabu David Elias
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1, F2 | 19,737 | -- | -- |
| Exercise | Common Stock F2 | 19,737 | $0.00 | $0.00 |
| Other | Common Stock F4 | 12,576 | $0.00 | $0.00 |
| Holding | Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 39,473 units (Direct);
Common Stock — 39,474 shares (Direct);
Common Stock — 12,576 shares (Indirect, By Naneva Capital LLC);
Common Stock — 1,412,855 shares (Indirect, By SMSC Capital Holdings LLC)
Footnotes (4)
- F1. On April 27, 2026, pursuant to Section 3(b) of the reporting person's Amended and Restated Executive Employment Agreement, the issuer agreed to grant the reporting person restricted stock units ("RSUs"), each representing a contingent right to receive one share of common stock upon vesting and having no expiration date, under the issuer's 2025 Incentive Compensation Plan as an annual bonus award. The number of RSUs was determined by dividing $1,200,000 by the April 27, 2026 closing price ($15.20), rounded down to the nearest whole share, and confirmed by resolution of the issuer's Board of Directors adopted September 23, 2026. The grant of the RSUs was previously reported on the reporting person's Form 4 filed on October 2, 2026. The RSUs vest in four substantially equal quarterly installments (19,737 RSUs on each of July 27, 2026, October 27, 2026 and January 27, 2027, and 19,736 RSUs on April 27, 2027), subject to continued employment on each vesting date.
- F2. Represents the second quarterly vesting of the RSUs described in footnote 1, which vested on October 27, 2026. Each RSU was settled in one share of common stock for no consideration.
- F3. Consists of 1,412,855 shares of common stock held of record by SMSC Capital Holdings LLC ("SMSC"), previously reported on the reporting person's Form 3 filed April 29, 2026. The reporting person owns a 1% membership interest in SMSC, and the David E. Halabu Irrevocable Trust, for which the reporting person acts as trustee, owns the remaining 99% membership interest in SMSC. The reporting person disclaims beneficial ownership of the shares held by SMSC except to the extent of his pecuniary interest therein.
- F4. Represents 12,576 shares of common stock received by Naneva Capital LLC ("Naneva") on April 30, 2026 in a pro rata distribution, for no consideration, by BSG Series CM, LLC ("BSG") of all shares of common stock of the issuer held by BSG to its members in accordance with their respective percentage membership interests. The reporting person owns a 90% membership interest in Naneva, and the reporting person's spouse owns the remaining 10% membership interest in Naneva. The reporting person disclaims beneficial ownership of the shares held by Naneva except to the extent of his pecuniary interest therein.
Key Figures
Restricted stock units settled: 19,737 RSUs
Common shares issued at RSU settlement: 19,737 shares
Direct common shares after settlement: 39,474 shares
+4 more
7 metrics
Restricted stock units settled
19,737 RSUs
Vested and settled for one common share per unit on October 27, 2026.
Common shares issued at RSU settlement
19,737 shares
Issued directly to David Elias Halabu on October 27, 2026, for no consideration.
Direct common shares after settlement
39,474 shares
Halabu’s reported position after the October 27, 2026 settlement.
RSUs remaining after settlement
39,473 RSUs
Halabu’s reported position after the October 27, 2026 settlement.
Shares received by Naneva Capital LLC
12,576 shares
Received in a pro rata distribution on April 30, 2026, for no consideration.
Halabu’s Naneva membership interest
90%
Halabu owns 90% of Naneva Capital LLC; his spouse owns the remaining 10%.
SMSC Capital Holdings LLC shares
1,412,855 shares
Held of record by SMSC Capital Holdings LLC; Halabu disclaims beneficial ownership except to the extent of his pecuniary interest.
Key Terms
restricted stock units, pro rata distribution, beneficial ownership, pecuniary interest
4 terms
restricted stock units financial
"the annual bonus award of restricted stock units"
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.
pro rata distribution financial
"received in a pro rata distribution"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
beneficial ownership regulatory
"disclaims beneficial ownership of the shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the vesting schedule for David Elias Halabu’s ZSQR restricted stock units?
The award vests in four substantially equal quarterly installments, subject to continued employment on each vesting date: 19,737 RSUs on July 27, 2026, October 27, 2026 and January 27, 2027, and 19,736 RSUs on April 27, 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
