ZeroStack Corp. (ZSTK) chair buys 4,608,575 shares and receives 500,000 options

Rhea-AI Filing Summary

ZeroStack Corp. Executive Chairman Heinrich Michael acquired 4,608,575 common shares on July 20, 2026 at $0.7549 per share, paid in native blockchain tokens and held indirectly through Zero Gravity Labs Inc. He also received 500,000 employee stock options with a $5.10 exercise price, expiring May 5, 2036, vesting in five performance-based tranches tied to volume weighted average price targets after shareholder approval.

Insider Trade Summary

Net Buyer: 4,608,575 shares

Net Buy 2 txns

Insider Heinrich Michael

Role Executive Chairman

Bought 4,608,575 shs ($3.48M)

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy) F3	500,000	$0.00	$0.00
Purchase	Common Shares F1, F2	4,608,575	$0.7549	$3.48M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 500,000 shares (Direct); Common Shares — 4,608,575 shares (Indirect, Held by Zero Gravity Labs, Inc.)

Footnotes (3)

1. F1. Purchase price in the form of native blockchain tokens; each token deemed to have a value of US$0.7549.
2. F2. Held by Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person.
3. F3. 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.

Key Figures

Common shares purchased: 4,608,575 shares Purchase price per share: $0.7549 Stock options granted: 500,000 options +3 more

6 metrics

Common shares purchased 4,608,575 shares Indirectly held by Zero Gravity Labs Inc. following the July 20, 2026 purchase

Purchase price per share $0.7549 Per-share value of native blockchain tokens used as consideration on July 20, 2026

Stock options granted 500,000 options Employee Stock Option (Right to Buy) covering 500,000 underlying common shares

Option exercise price $5.10 Exercise price per share for the granted options

Option expiration date May 5, 2036 Expiration date of Heinrich Michael’s Employee Stock Option grant

Vesting tranches 5 installments of 20% each Each tranche vests upon meeting specified volume weighted average price thresholds

Key Terms

Employee Stock Option (Right to Buy), volume weighted average price, native blockchain tokens

3 terms

Employee Stock Option (Right to Buy) financial

"security_title: Employee Stock Option (Right to Buy) for 500,000 shares"

volume weighted average price financial

"vesting of each 20% installment is contingent on the Issuer's volume weighted average price"

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.

native blockchain tokens technical

"Purchase price in the form of native blockchain tokens; each token deemed to have a value of US$0.7549"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/20/2026 - 06:31 PM Accepted by SEC EDGAR 07/20/2026 - 06:31 PM Learn about SEC filing dates

FAQ

What shares did ZeroStack Corp. (ZSTK) Executive Chairman Heinrich Michael acquire on July 20, 2026?

Heinrich Michael, Executive Chairman of ZeroStack Corp., acquired 4,608,575 common shares on July 20, 2026 at $0.7549 per share. The price was paid in native blockchain tokens, and the shares are held indirectly through Zero Gravity Labs Inc., which he owns and controls.

What stock options were granted to Heinrich Michael in the ZeroStack Corp. (ZSTK) insider transaction?

Heinrich Michael was granted 500,000 Employee Stock Options to buy ZeroStack common shares at an exercise price of $5.10 per share. The options expire on May 5, 2036 and were approved after shareholder approval on July 20, 2026 following earlier board approval.

How do Heinrich Michael’s ZeroStack Corp. (ZSTK) options vest?

The 500,000 options vest in five equal 20% installments. Vesting of each installment is contingent on ZeroStack’s volume weighted average price reaching specified thresholds, creating performance-based vesting rather than purely time-based vesting for Michael’s equity incentive award.

How is Heinrich Michael’s ownership of the newly acquired ZeroStack Corp. (ZSTK) shares structured?

The 4,608,575 common shares are held indirectly through Zero Gravity Labs Inc., a Delaware corporation owned and controlled by Heinrich Michael. This means the economic and control interest is attributed to him, but the shares are registered in the name of that corporate entity.

Were Heinrich Michael’s ZeroStack Corp. (ZSTK) transactions made under a Rule 10b5-1 trading plan?

These transactions were not designated as made under a Rule 10b5-1 trading plan. The Rule 10b5-1 checkbox was not affirmed as a trading-plan transaction, so the reported purchase and option grant are not identified as pre-arranged under such a plan.

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^*

Heinrich Michael

(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)
	Executive Chairman

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		P		4,608,575	A	$0.7549(1)	4,608,575	I	Held by Zero Gravity Labs, Inc.(2)

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		(3)	05/05/2036	Common Shares	500,000	$0	500,000	D

Explanation of Responses:

1. Purchase price in the form of native blockchain tokens; each token deemed to have a value of US$0.7549.

2. Held by Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person.

3. 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.

	/s/ Dany Vaiman as attorney-in-fact for Michael Heinrich	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)