Z Squared Inc.·4

Apr 30, 6:06 AM ET

Cogley Brian 4

4 · Z Squared Inc. · Filed Apr 30, 2026

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Z Squared (ZSQR) CFO Brian Cogley Receives Equity Awards

What Happened Brian Cogley, Chief Financial Officer of Z Squared, was granted two equity awards on April 27, 2026: a stock option covering 100,000 shares (reported as a derivative grant) and 16,447 restricted stock units (RSUs). The Form 4 shows $0 acquisition price because these are awards; the RSUs were valued at $250,000 in the grant calculation (see footnotes for details).

Key Details

  • Transaction date: April 27, 2026; Form 4 filed April 30, 2026.
  • Awards reported as "A" (grant/award): 100,000-share stock option and 16,447 RSUs.
  • RSU value: the 16,447 RSUs were determined by dividing $250,000 by the April 27, 2026 Nasdaq closing price (rounded down).
  • Option exercise price: set equal to the fair market value of the common stock on the grant date (per footnote), so no cash was paid at grant.
  • Vesting:
    • Option: vests in full only when the stock’s fair market value increases 50% above the grant-date FMV (board determines FMV); option term is 10 years from grant (subject to plan/award agreement).
    • RSUs: vest in equal quarterly installments over one year beginning April 27, 2026; RSUs have no expiration date and convert to shares on vesting.
  • Shares owned after transaction: not specified in the provided filing.
  • Filing timeliness: Form 4 was filed April 30, 2026 and covers the April 27, 2026 grants (no late‑filing flag provided in the supplied data).

Context

  • RSUs represent a contingent right to receive shares upon vesting; they are compensation rather than an open-market purchase, so they are standard executive pay rather than a direct bullish market bet.
  • The option’s vesting condition (full vest only after a 50% increase in FMV) is performance-linked rather than time-based, aligning pay with share-price appreciation before the option becomes exercisable.

Insider Transaction Report

Form 4
Period: 2026-04-27
Cogley Brian
Chief Financial Officer
Transactions
  • Award

    Stock Option (Right to Buy)

    [F1]
    2026-04-27+100,000100,000 total
    Exercise: $15.20Exp: 2036-04-27Common Stock (100,000 underlying)
  • Award

    Restricted Stock Units

    [F2]
    2026-04-27+16,44716,447 total
    Exercise: $0.00Common Stock (16,447 underlying)
Footnotes (2)
  • [F1]On April 27, 2026, the issuer and the reporting person entered into an Amended and Restated Executive Employment Agreement (the "A&R Agreement"), pursuant to which the issuer agreed to grant the reporting person an option to purchase 100,000 shares of common stock at an exercise price equal to the fair market value of the common stock on the grant date. The Stock Option was granted pursuant to Section 3(c) of the A&R Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. The Stock Option vests in full on the date the fair market value of the common stock increases by 50% above the grant-date fair market value, as determined by the Board in its reasonable discretion, and remains exercisable for ten (10) years from the grant date, subject to earlier termination under the 2025 Plan and applicable award agreement.
  • [F2]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the issuer's common stock upon vesting. The number of RSUs reported was determined by dividing $250,000 by the closing price per share of the issuer's common stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share). The RSUs vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer (or its applicable subsidiary) on each applicable vesting date. The RSUs do not have an expiration date. The RSUs were granted pursuant to Section 3(b) of the Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between the issuer and the reporting person and the Z Squared Inc. 2025 Incentive Compensation Plan.
Signature
/s/ Brian Cogley|2026-04-30

Documents

1 file
  • 4
    ownership.xmlPrimary