ZeroStack Corp. (ZSTK) CEO details 37.5% stake and warrant exercise

Rhea-AI Filing Summary

Daniel Reis-Faria, chief executive officer of ZeroStack Corp., beneficially owns 6,925,951 common shares, representing 37.5% of the company on a partially-diluted basis. He holds sole voting and dispositive power over these shares, based on 17,489,828 shares outstanding as of July 20, 2026.

On July 20, 2026, he exercised pre-funded warrants into 5,954,743 common shares at an exercise price of $0.0001 per share. Shareholders also approved a May 5, 2026 grant of 500,000 stock options at $5.10 per share, vesting in five 20% tranches tied to specified VWAP price thresholds between $7.65 and $17.85.

Key Figures

Beneficial ownership: 6,925,951 common shares Ownership percentage: 37.5% Shares outstanding: 17,489,828 shares +5 more

8 metrics

Beneficial ownership 6,925,951 common shares Common shares beneficially owned by Daniel Reis-Faria

Ownership percentage 37.5% Percentage of ZeroStack common shares beneficially owned on a partially-diluted basis

Shares outstanding 17,489,828 shares Issuer shares outstanding as of July 20, 2026

Pre-funded warrants exercised 5,954,743 common shares Shares issued on exercise of pre-funded warrants at $0.0001 per share on July 20, 2026

Warrant exercise price $0.0001 per share Exercise price of pre-funded common share purchase warrants

Option grant size 500,000 options May 2026 stock option grant to Daniel Reis-Faria, subject to shareholder approval

Option exercise price $5.10 per share Exercise price of the May 2026 stock options

VWAP vesting thresholds $7.65; $10.20; $12.75; $15.30; $17.85 VWAP price levels for 20% vesting tranches of the options

Key Terms

pre-funded warrants, volume weighted average price, beneficially owned, sole dispositive power

4 terms

pre-funded warrants financial

"On July 20, 2026, the Reporting Person exercised pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

volume weighted average price financial

"subject to the Issuer's common stock meeting the following 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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 6,925,951.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"Sole Dispositive Power 6,925,951.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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

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Available on EDGAR 07/21/2026 - 05:03 PM Accepted by SEC EDGAR 07/21/2026 - 05:02 PM Learn about SEC filing dates

FAQ

How many ZeroStack Corp. (ZSTK) shares does Daniel Reis-Faria beneficially own?

Daniel Reis-Faria beneficially owns 6,925,951 ZeroStack common shares. This position reflects his sole voting and dispositive power and is calculated against 17,489,828 shares outstanding as of July 20, 2026, giving him a significant ownership stake.

What percentage of ZeroStack Corp. (ZSTK) is owned by Daniel Reis-Faria?

Daniel Reis-Faria beneficially owns 37.5% of ZeroStack’s common shares. This percentage is based on 17,489,828 shares outstanding as of July 20, 2026 and is calculated on a partially-diluted basis, reflecting his substantial influence as a major shareholder.

What pre-funded warrant exercise did Daniel Reis-Faria complete for ZeroStack Corp. (ZSTK)?

On July 20, 2026, Daniel Reis-Faria exercised pre-funded warrants into 5,954,743 common shares at an exercise price of $0.0001 per share. This exercise materially increased his share count within his reported 6,925,951 beneficially owned shares.

What are the terms of Daniel Reis-Faria’s May 2026 option grant at ZeroStack Corp. (ZSTK)?

The May 5, 2026 grant awarded Daniel Reis-Faria 500,000 stock options at $5.10 per share. Vesting occurs in five 20% tranches, each tied to volume weighted average price thresholds between $7.65 and $17.85, and was approved by shareholders on July 20, 2026.

Does Daniel Reis-Faria share voting or dispositive power over ZeroStack Corp. (ZSTK) shares?

No. The filing states he has sole voting and dispositive power over 6,925,951 shares and shared voting and dispositive power of 0. This indicates exclusive control over how these reported shares are voted and potentially sold or transferred.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ZeroStack Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

98956L1O1

(CUSIP Number)

Daniel Reis-Faria
c/o ZeroStack Corp., 2626 Cole Avenue, Suite 300
Dallas, TX, 75204
(954) 842-4989

Richard Raymer
Dorsey & Whitney LLP, 66 Wellington St. W., Suite 3400
Toronto, A6, M5K 1E6
(416) 367-7370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98956L1O1

1

Name of reporting person

Reis-Faria Daniel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,925,951.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,925,951.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,925,951.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentage of class is based on 17,489,828 outstanding Issuer shares as of July 20, 2026, and has been calculated on a partially-diluted basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: ZeroStack Corp.
(c)	Address of Issuer's Principal Executive Offices: 2626 Cole Avenue, Suite 300, Dallas, TEXAS , 75204.
Item 2.	Identity and Background
(a)	Daniel Reis-Faria
(b)	2626 Cole Avenue, Suite 300 Dallas, Texas 75204
(c)	Chief Executive Officer of Issuer
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	Canadian
Item 3.	Source and Amount of Funds or Other Consideration
	PF and OO
Item 4.	Purpose of Transaction
	On May 5, 2026, the board of directors of the Issuer approved a grant of 500,000 options to the Reporting Person (the "May 2026 Option Grant"), subject to shareholder approval. The options are exercisable for shares of common stock of the Issuer at an exercise price of $5.10 per share, and vest in five equal installments subject to the Issuer's common stock meeting the following volume weighted average price ("VWAP") thresholds: 20% following VWAP of $7.65; 20% following VWAP of $10.20; 20% following VWAP of $12.75; 20% following VWAP of $15.30; and 20% following VWAP of $17.85. On July 20, 2026, the shareholders approved the May 2026 Option Grant. On July 20, 2026, the Reporting Person exercised pre-funded warrants into 5,954,743 common shares at an exercise price of $0.0001 per share.
Item 5.	Interest in Securities of the Issuer
(a)	37.5%
(b)	Sole dispositive and voting authority: 6,925,951; Shared dispositive and voting authority: 0; Total: 6,925,951
(c)	See Item 4
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Form of Pre-Funded Common Share Purchase Warrant Form of Stock Option Agreement dated May 5, 2026
Item 7.	Material to be Filed as Exhibits.
	Exhibit 4.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on March 31, 2026, is incorporated by reference herein Exhibit 10.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on May 6, 2026, is incorporated by reference herein

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Reis-Faria Daniel

Signature:	Daniel Reis-Faria
Name/Title:	Reis-Faria Daniel
Date:	07/21/2026