ZeroStack CEO exercises 5,954,743 warrants, gets options

ZeroStack Corp. CEO Daniel Reis-Faria reported a grant of 500,000 employee stock options with a $5.1000 exercise price.

Rhea-AI Filing Summary

ZeroStack Corp. CEO Daniel Reis-Faria reported a grant of 500,000 employee stock options with a $5.1000 exercise price. The options were board-approved on March 5, 2026, became effective after shareholder approval on July 20, 2026, and vest in five 20% tranches tied to volume weighted average price thresholds. He also exercised 5,954,743 Pre-Funded Token Warrants at $0.0001 per share into the same number of common shares, leaving no warrants outstanding and direct holdings of 5,954,743 common shares and 500,000 options.

Insider Trade Summary

5,954,743 shares exercised/converted

Exercise 3 txns

Insider Reis-Faria Daniel

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy) F1	500,000	$0.00	$0.00
In-the-Money Exercise	Pre-Funded Token Warrants F2	5,954,743	$25.1899	$150.00M
In-the-Money Exercise	Common Shares	5,954,743	$0.0001	$595.47

Holdings After Transaction: Employee Stock Option (Right to Buy) — 500,000 contracts (Direct); Pre-Funded Token Warrants — 0 contracts (Direct); Common Shares — 5,954,743 shares (Direct)

Footnotes (2)

1. F1. The options were approved by the Issuer's board of directors on March 5, 2026, subject to shareholder approval, which occurred on July 20, 2026. The options vest in five equal installments; the vesting of each 20% installment is contingent on the Issuer's volume weighted average price reaching a specified threshold.
2. F2. The warrants were not exercisable until approved by the Issuer's shareholders and terminated upon full exercise of the warrants

Key Figures

Stock options granted: 500,000 shares Option exercise price: $5.1000 per share Pre-Funded Token Warrants exercised: 5,954,743 warrants +3 more

6 metrics

Stock options granted 500,000 shares Employee Stock Options granted to CEO Daniel Reis-Faria

Option exercise price $5.1000 per share Exercise price of the granted employee stock options

Pre-Funded Token Warrants exercised 5,954,743 warrants Exercised into an equal number of common shares

Warrant conversion price $0.0001 per share Conversion price of Pre-Funded Token Warrants into common shares

Common shares held after exercise 5,954,743 shares Direct common share ownership following warrant exercise

Option expiration date May 5, 2036 Expiration of the granted employee stock options

Key Terms

Pre-Funded Token Warrants, volume weighted average price, in-the-money derivative security

3 terms

Pre-Funded Token Warrants financial

"Security titled Pre-Funded Token Warrants was exercised into common shares"

volume weighted average price financial

"Each 20% installment vests only if the volume weighted average price hits a threshold"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

in-the-money derivative security financial

"Transaction code X described as exercise of an in-the-money derivative security"

FAQ

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

What insider equity awards did ZeroStack (ZSTK) CEO Daniel Reis-Faria receive?

Daniel Reis-Faria received a grant of 500,000 employee stock options with a $5.1000 exercise price. The options vest in five 20% tranches, each vesting only if specified volume weighted average price thresholds for ZeroStack common shares are met.

What warrant exercise did ZeroStack (ZSTK) disclose for its CEO?

Daniel Reis-Faria exercised 5,954,743 Pre-Funded Token Warrants into 5,954,743 common shares at an exercise price of $0.0001 per share. The warrants were only exercisable after shareholder approval and terminated upon full exercise.

How many ZeroStack (ZSTK) common shares does the CEO hold after these transactions?

Following the reported transactions, Daniel Reis-Faria directly holds 5,954,743 common shares of ZeroStack Corp. He also holds 500,000 employee stock options that are subject to performance-based vesting tied to volume weighted average price thresholds.

What are the vesting conditions on ZeroStack (ZSTK) CEO’s new stock options?

The 500,000 stock options granted to Daniel Reis-Faria vest in five equal 20% installments. Each installment vests only if ZeroStack’s volume weighted average price reaches specified thresholds, making the award performance-based rather than purely time-based.

When do the newly granted ZeroStack (ZSTK) CEO options expire?

The employee stock options granted to Daniel Reis-Faria carry an expiration date of May 5, 2036. They were approved by the board on March 5, 2026, became effective after shareholder approval on July 20, 2026, and vest based on price-performance milestones.

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

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Accepted by SEC EDGAR 07/20/2026 - 06:26 PM Learn about SEC filing dates

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^*

Reis-Faria Daniel

(Last) (First) (Middle)

C/O ZEROSTACK CORP.

2626 COLE AVENUE, SUITE 300

(Street)

DALLAS TEXAS 75204

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ZeroStack Corp. [ ZSTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

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 Shares	07/20/2026		X		5,954,743	A	$0.0001	5,954,743	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
Employee Stock Option (Right to Buy)	$5.1	07/20/2026		A		500,000		(1)	05/05/2036	Common Shares	500,000	$0	500,000	D
Pre-Funded Token Warrants	$0.0001	07/20/2026		X			5,954,743	(2)	(2)	Common Shares	5,954,743	$25.1899	0	D

Explanation of Responses:

1. The options were approved by the Issuer's board of directors on March 5, 2026, subject to shareholder approval, which occurred on July 20, 2026. The options vest in five equal installments; the vesting of each 20% installment is contingent on the Issuer's volume weighted average price reaching a specified threshold.

2. The warrants were not exercisable until approved by the Issuer's shareholders and terminated upon full exercise of the warrants

	/s/ Dany Vaiman as attorney-in-fact for Daniel Reis-Faria	07/20/2026
	** 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)