Z Squared Inc.

10/02/2026 | Press release | Distributed by Public on 10/02/2026 17:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sohn Adam Craig
2. Issuer Name and Ticker or Trading Symbol
Z Squared Inc. [ZSQR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O Z SQUARED INC., 550 SOUTH ANDREWS AVENUE, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
(Street)
FORT LAUDERDALE,, FL 33301
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 05/27/2026 M 274(2) A $ 0 (2) 274 D
Common Stock 06/27/2026 M 274(2) A $ 0 (2) 548 D
Common Stock 07/27/2026 M 274(2) A $ 0 (2) 822 D
Common Stock 08/27/2026 M 274(2) A $ 0 (2) 1,096 D
Common Stock 09/27/2026 M 274(2) A $ 0 (2) 1,370 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) $ 0 05/27/2026 M 274 (1) (1) Common Stock 274 $ 0 9,594 D
Restricted Stock Units(1) $ 0 06/27/2026 M 274 (1) (1) Common Stock 274 $ 0 9,320 D
Restricted Stock Units(1) $ 0 07/27/2026 M 274 (1) (1) Common Stock 274 $ 0 9,046 D
Restricted Stock Units(1) $ 0 08/27/2026 M 274 (1) (1) Common Stock 274 $ 0 8,772 D
Restricted Stock Units(1) $ 0 09/27/2026 M 274 (1) (1) Common Stock 274 $ 0 8,498 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sohn Adam Craig
C/O Z SQUARED INC.
550 SOUTH ANDREWS AVENUE, SUITE 700
FORT LAUDERDALE,, FL 33301
X

Signatures

/s/ Adam Sohn 10/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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, the issuer granted the reporting person 9,868 restricted stock units ("RSUs") under the Z Squared, Inc. 2025 Incentive Compensation Plan as the Initial RSU Grant under the reporting person's Independent Director Agreement with the issuer, dated as of June 4, 2025, and the issuer's Non-Employee Director Compensation Program. 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 36 substantially equal monthly installments of approximately 274 RSUs on the 27th day of each month commencing May 27, 2026, subject to the reporting person's continued service as a director of the issuer on each vesting date.
(2) Represents monthly vesting installments of the RSUs described in footnote 1, which vested on the transaction dates reported.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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