Schadel Christopher Ryan 4

What Happened

• Christopher Ryan Schadel, Chief Marketing Officer of Z Squared, was granted two equity awards on April 27, 2026: a stock option to purchase 100,000 shares and 9,868 restricted stock units (RSUs). The Form 4 reports these as derivative awards (grant/acquisition) with $0 shown on the form because they are awards rather than open-market purchases. The RSUs were awarded with a grant-date fair value of $150,000 (the number of RSUs equals $150,000 divided by the closing price on April 27, 2026). The option’s exercise price is set equal to the fair market value on the grant date and the option is exercisable for 10 years.

Key Details

• Transaction date: April 27, 2026; Form 4 filed April 30, 2026.
• Awards: 100,000 stock option shares (derivative) and 9,868 RSUs (derivative).
• Reported cash amount on Form 4: $0 (award/derivative reporting); RSUs valued at $150,000 on grant date per footnote.
• Vesting:
  • Option: vests in full only when the company’s common stock fair market value increases by 50% above the grant-date FMV (vesting trigger determined by the Board); exercisable for 10 years from grant.
  • RSUs: vest in equal quarterly installments over one year beginning April 27, 2026; each RSU converts to one share when vested and RSUs have no expiration.
• Shares owned after the transaction: not disclosed in the provided summary of the filing.
• Notable footnotes: awards were granted under the Z Squared, Inc. 2025 Incentive Compensation Plan and pursuant to an Executive Employment Agreement.

Context

• These are grants/awards (not open-market purchases or sales). The option grant is performance-linked (price must rise 50% above grant-date FMV before vesting), so it does not represent immediately exercisable/value-realizing activity. The RSUs are time-based and will convert to shares as they vest over the next year, subject to continued employment.