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  4. [Form 4] Z Squared Inc. Insider Trading Activity

Z Squared (ZSQR) awards $30,000 RSU bonus to its CMO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Schadel Christopher Ryan reported acquisition or exercise transactions in this Form 4 filing.

Z Squared Inc. reported that Chief Marketing Officer Christopher Ryan Schadel received a grant of 2,806 restricted stock units (RSUs) as a supplemental award tied to his annual bonus under his Executive Employment Agreement.

The award, granted under the 2025 Incentive Compensation Plan, was valued at $30,000, calculated using the $10.69 Nasdaq Global Market closing price on June 3, 2026, rounded down to the nearest whole share. Each RSU represents one share of common stock and vests in equal quarterly installments over one year starting June 3, 2026, subject to continued employment. Following this grant, Schadel directly holds 12,674 derivative-linked shares.

Positive

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Negative

  • None.
Insider Schadel Christopher Ryan
Role Chief Marketing Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,806 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 12,674 shares (Direct)
Footnotes (1)
  1. 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.
RSUs granted 2,806 RSUs Supplemental bonus grant on June 3, 2026
Bonus value $30,000 Value used to determine RSU count
Reference share price $10.69/share Nasdaq Global Market close on June 3, 2026
Holdings after grant 12,674 shares Total derivative-linked shares following transaction
Vesting period 1 year Equal quarterly installments from June 3, 2026
Restricted stock units financial
"Represents Restricted stock units ("RSUs") granted under the issuer's 2025 Incentive Compensation Plan"
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.
2025 Incentive Compensation Plan financial
"RSUs granted under the issuer's 2025 Incentive Compensation Plan as a supplemental award"
Executive Employment Agreement financial
"supplemental award in respect of the annual bonus under Section 3(b) of the reporting person's Executive Employment Agreement"
contingent right to receive one share financial
"Each RSU represents a contingent right to receive one share of common stock upon vesting"
vest in equal quarterly installments financial
"The RSUs vest in equal quarterly installments over the one-year period commencing June 3, 2026"

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FAQ

What insider transaction did Z Squared Inc. (ZSQR) disclose for its CMO?
Z Squared Inc. disclosed that Chief Marketing Officer Christopher Ryan Schadel received a grant of 2,806 restricted stock units. The RSUs were awarded as a supplemental bonus under his Executive Employment Agreement and issued under the company’s 2025 Incentive Compensation Plan.

How many RSUs were granted to the ZSQR Chief Marketing Officer and what is their value?
The Chief Marketing Officer received 2,806 restricted stock units valued at $30,000. The company determined the award size by dividing $30,000 by the June 3, 2026 Nasdaq Global Market closing price of $10.69 per share and rounding down to the nearest whole share.

How was the number of ZSQR RSUs for the CMO’s bonus calculated?
The RSU count was calculated by dividing a $30,000 bonus value by the $10.69 Nasdaq Global Market closing price on June 3, 2026. This produced 2,806 RSUs after rounding down to the nearest whole share, with each RSU representing one share of common stock upon vesting.

What is the vesting schedule for the ZSQR CMO’s 2,806 RSU award?
The 2,806 restricted stock units vest in equal quarterly installments over one year beginning June 3, 2026. Vesting is conditioned on the executive’s continued employment on each vesting date, meaning shares are delivered gradually rather than all at once.

Does the ZSQR CMO’s RSU grant involve an open-market stock purchase or sale?
The RSU grant does not involve an open-market stock purchase or sale. It is a compensation-related award with a grant price of $0.00 per unit, providing a contingent right to receive common shares upon vesting instead of a market trade.

How many ZSQR shares or units does the CMO hold after this RSU grant?
After this grant, the reporting shows the Chief Marketing Officer with 12,674 derivative-related shares directly owned. This figure reflects holdings following the 2,806-unit RSU award and helps indicate the scale of his equity-based compensation position.
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)
06/03/2026		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
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)$006/03/2026A2,806(1) (1) (1)Common Stock2,806(1)$012,674D
Explanation of Responses:
1. 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.
/s/ Ryan Schadel06/08/2026
** 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)

Source: View Original Filing on SEC EDGAR