10/09/2026 | Press release | Distributed by Public on 10/09/2026 12:57
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HACKETT DAVID C/O VERTICAL DATA INC. 1980 FESTIVAL PLAZA DRIVE, SUITE 300 LAS VEGAS, NV 89135 |
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| /s/ David Hackett | 10/05/2026 | |
| **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) | Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. |
| (2) | The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027. |
| (3) | Each grant was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d). |
| (4) | The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($150,000) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit. |
| (5) | Represents RSUs granted under the plan referred to in footnote 1 as the annual grant to non-employee directors under the issuer's Non-Employee Director Compensation Policy for the service period July 1, 2026 through June 30, 2027, pursuant to a unanimous written consent of the Board of Directors executed by all directors on October 6, 2026. Each RSU represents the right to receive one share of common stock. 4,462 RSUs vested on the grant date, and the remaining RSUs vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued service on the Board. Vested RSUs settle in shares of common stock as soon as practicable following each vesting date. |
| (6) | The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing $100,000 by $5.6023, the 30-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended October 5, 2026, rounded down to the nearest whole unit. |