Z Squared confirms CEO Halabu’s 78,947-unit bonus

The RSUs vest in quarterly installments through April 27, 2027, with continued employment required on each vesting date.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Z Squared Inc. reported an annual bonus award of 78,947 restricted stock units to Chief Executive Officer David Elias Halabu under its 2025 Incentive Compensation Plan. The award was confirmed by a Board resolution adopted September 23, 2026.

On July 27, 2026, 19,737 RSUs vested and were settled for 19,737 common shares. The remaining installments follow a quarterly schedule, subject to continued employment on each vesting date. Separately, SMSC Capital Holdings LLC held of record 1,412,855 shares; Halabu owns 1% of SMSC, and the David E. Halabu Irrevocable Trust, for which he acts as trustee, owns the remaining 99%. Halabu disclaims beneficial ownership of SMSC’s shares except to the extent of his pecuniary interest.

Insider Trade Summary

19,737 shares exercised/converted

Exercise 4 txns

Insider Halabu David Elias

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units ^F1	19,737	$0.00	$0.00
Exercise	Common Stock ^F2	19,737	$0.00	$0.00
Grant/Award	Restricted Stock Units ^F1	78,947	$0.00	$0.00
holding	Common Stock ^F3	--	--	--

Holdings After Transaction: Restricted Stock Units — 59,210 contracts (Direct); Common Stock — 19,737 shares (Direct); Common Stock — 1,412,855 shares (Indirect, By SMSC Capital Holdings LLC)

Footnotes (3)

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 per share on the Nasdaq Global Market ($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 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. The stock option granted on April 27, 2026 under that agreement was previously reported.
F2. Represents the first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026.
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.

Key Figures

Restricted stock units awarded: 78,947 units Restricted stock units vested: 19,737 units Common shares held after settlement: 19,737 shares +3 more

6 metrics

Restricted stock units awarded 78,947 units Annual bonus award confirmed by Board resolution adopted September 23, 2026

Restricted stock units vested 19,737 units July 27, 2026 installment

Common shares held after settlement 19,737 shares Direct holdings following the July 27, 2026 settlement

Common shares held of record by SMSC Capital Holdings LLC 1,412,855 shares Shares previously reported on Halabu’s Form 3

RSU share-count calculation amount $1,200,000 Amount divided by the April 27, 2026 closing price to determine the RSU count

Closing price used in RSU calculation $15.20 per share April 27, 2026

Key Terms

restricted stock units, contingent right, vesting, pecuniary interest

4 terms

restricted stock units financial

"grant the reporting person 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.

contingent right financial

"each representing a contingent right to receive one share"

vesting financial

"RSUs vest in four substantially equal quarterly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

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

How many RSUs were awarded to ZSQR CEO David Elias Halabu?

Z Squared Inc. agreed to grant Chief Executive Officer David Elias Halabu 78,947 RSUs as an annual bonus under its 2025 Incentive Compensation Plan. Each RSU represents a contingent right to receive one common share upon vesting. The first installment of 19,737 RSUs vested on July 27, 2026, and was settled in common shares.

What is the vesting schedule for David Elias Halabu’s ZSQR RSUs?

The 78,947 RSUs vest in four substantially equal quarterly installments: 19,737 on July 27, 2026, October 27, 2026, and January 27, 2027, followed by 19,736 on April 27, 2027. Each installment is subject to continued employment on its vesting date.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/02/2026 - 07:50 PM Accepted by SEC EDGAR 10/02/2026 - 07:50 PM

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^*

Halabu David Elias

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2026		M		19,737⁽²⁾	A	$0⁽²⁾	19,737	D
Common Stock								1,412,855⁽³⁾	I	By SMSC Capital Holdings LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	$0	04/27/2026		A		78,947		⁽¹⁾	⁽¹⁾	Common Stock	78,947	$0	78,947	D
Restricted Stock Units⁽¹⁾	$0	07/27/2026		M			19,737	⁽¹⁾	⁽¹⁾	Common Stock	19,737	$0	59,210	D

Explanation of Responses:

1. 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 per share on the Nasdaq Global Market ($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 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. The stock option granted on April 27, 2026 under that agreement was previously reported.

2. Represents the first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026.

3. 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.

Remarks:

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/ David Halabu	10/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR