10/02/2026 | Press release | Distributed by Public on 10/02/2026 17:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1) | $ 0 | 07/27/2026 | M | 4,112 | (1) | (1) | Common Stock | 4,112 | $ 0 | 12,335 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cogley Brian C/O Z SQUARED INC. 550 SOUTH ANDREWS AVENUE, SUITE 700 FORT LAUDERDALE,, FL 33301 |
Chief Financial Officer | |||
| /s/ Brian Cogley | 10/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026. |
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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. |
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