Z Squared CFO receives 4,112 shares in stock settlement

Available on EDGAR 11/13/2026 - 06:54 PM EST Accepted by SEC EDGAR 11/13/2026 - 06:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Z Squared Inc. Chief Financial Officer Brian Cogley settled 4,112 restricted stock units on October 27, 2026, receiving 4,112 common shares for no consideration. After settlement, he directly held 30,724 common shares and 8,223 RSUs. The RSUs were part of a 16,447-unit annual bonus award granted April 27, 2026. The remaining RSUs are scheduled to vest in installments of 4,112 on January 27, 2027, and 4,111 on April 27, 2027, subject to continued employment on each vesting date.

Insider Trade Summary

4,112 shares exercised/converted

Exercise 2 txns

Insider Cogley Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	4,112	--	--
Exercise	Common Stock F2	4,112	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 8,223 units (Direct); Common Stock — 30,724 shares (Direct)

Footnotes (2)

1. F1. On April 27, 2026, pursuant to Section 3(b) of the reporting person's Amended and Restated Executive Employment Agreement with the issuer, the issuer granted the reporting person 16,447 restricted stock units ("RSUs") under the Z Squared, Inc. 2025 Incentive Compensation Plan, representing an annual bonus award. The number of RSUs was determined by dividing $250,000 by the April 27, 2026 closing price per share on the Nasdaq Global Market ($15.20), rounded down to the nearest whole share. The grant of the RSUs was previously reported on the reporting person's Form 4 filed on April 30, 2026. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The RSUs vest in four substantially equal quarterly installments (4,112 RSUs on each of July 27, 2026, October 27, 2026 and January 27, 2027, and 4,111 RSUs on April 27, 2027), subject to the reporting person's continued employment with the issuer on each vesting date.
2. 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.

Key Figures

RSUs settled: 4,112 RSUs Common shares received: 4,112 shares Direct common shares held after settlement: 30,724 shares +3 more

6 metrics

RSUs settled 4,112 RSUs October 27, 2026

Common shares received 4,112 shares Upon settlement on October 27, 2026

Direct common shares held after settlement 30,724 shares October 27, 2026

RSUs remaining after settlement 8,223 RSUs October 27, 2026

Annual bonus award 16,447 RSUs; $250,000 Granted April 27, 2026

Grant-date closing price $15.20 per share April 27, 2026 closing price on the Nasdaq Global Market

Key Terms

restricted stock units, quarterly installments, contingent right

3 terms

restricted stock units financial

"granted the reporting person 16,447 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.

quarterly installments financial

"vest in four substantially equal quarterly installments"

contingent right technical

"Each RSU represents a contingent right to receive one share"

FAQ

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

How many ZSQR shares did CFO Brian Cogley receive on October 27, 2026?

Brian Cogley received 4,112 common shares when 4,112 RSUs settled on October 27, 2026, for no consideration. He then directly held 30,724 common shares and 8,223 RSUs.

When are Brian Cogley's remaining ZSQR RSUs scheduled to vest?

The remaining RSUs are scheduled to vest in two installments: 4,112 on January 27, 2027, and 4,111 on April 27, 2027. Each vesting is subject to his continued employment with Z Squared Inc. on that date.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Cogley Brian

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/27/2026		M		4,112(2)	A	$0(2)	30,724	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	$0	10/27/2026		M			4,112	(1)	(1)	Common Stock	4,112	(2)	8,223	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 with the issuer, the issuer granted the reporting person 16,447 restricted stock units ("RSUs") under the Z Squared, Inc. 2025 Incentive Compensation Plan, representing an annual bonus award. The number of RSUs was determined by dividing $250,000 by the April 27, 2026 closing price per share on the Nasdaq Global Market ($15.20), rounded down to the nearest whole share. The grant of the RSUs was previously reported on the reporting person's Form 4 filed on April 30, 2026. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The RSUs vest in four substantially equal quarterly installments (4,112 RSUs on each of July 27, 2026, October 27, 2026 and January 27, 2027, and 4,111 RSUs on April 27, 2027), subject to the reporting person's continued employment with the issuer on each vesting date.

2. 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.

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/ Elissa Stall, as Attorney-in-Fact for Brian Cogley	11/13/2026
	** 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)