Z Squared (NASDAQ: ZSQR) grants Co-CEO options on 500,000 shares

Rhea-AI Filing Summary

Z Squared Inc. granted Co-Chief Executive Officer David Elias Halabu a stock option award covering 500,000 shares of common stock. The option has an exercise price of $15.20 per share and was issued as compensation under his amended and restated executive employment agreement and the company’s 2025 Incentive Compensation Plan.

The option vests in full only if the fair market value of Z Squared’s common stock rises by 50% above the grant-date fair market value, as determined by the board. Once vested, the option is exercisable for up to 10 years from the grant date, subject to earlier termination under the plan and applicable award agreement.

Insights

Executive compensation analyst

Large CEO option grant with performance-based vesting, routine but notable in scale.

Z Squared Inc. granted Co-Chief Executive Officer David Elias Halabu stock options for 500,000 shares at an exercise price of $15.20 per share. This is a compensation-related award rather than an open-market purchase or sale, so it reflects pay structure more than trading sentiment.

The option vests only if the share price climbs 50% above the grant-date fair value, as determined by the board. This links potential upside to substantial stock appreciation over time. The option remains exercisable until April 27, 2036 unless it terminates earlier under the 2025 plan, so its economic impact depends on long-term share performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Halabu David Elias

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	500,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 500,000 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Option grant size: 500,000 shares Exercise price: $15.20 per share Post-grant option holdings: 500,000 options +2 more

5 metrics

Option grant size 500,000 shares Stock option covering common stock granted to Co-CEO

Exercise price $15.20 per share Strike price equals fair market value on grant date

Post-grant option holdings 500,000 options Total derivative securities following this transaction

Vesting performance hurdle 50% price increase Stock must rise 50% above grant-date fair value

Option term 10 years from grant Options exercisable until April 27, 2036, absent earlier termination

Key Terms

Stock Option (Right to Buy), Amended and Restated Executive Employment Agreement, 2025 Incentive Compensation Plan, fair market value, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Amended and Restated Executive Employment Agreement financial

"entered into an Amended and Restated Executive Employment Agreement"

2025 Incentive Compensation Plan financial

"granted pursuant to Section 3(d) of the A&R Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan"

fair market value financial

"exercise price equal to the fair market value of the common stock on the grant date"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

vesting financial

"The Stock Option vests in full on the date the fair market value of the common stock increases"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Halabu David Elias

(Last) (First) (Middle)

C/O Z SQUARED INC.

550 SOUTH ANDREWS AVENUE, SUITE 700

(Street)

FORT LAUDERDALE FLORIDA 33301

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)(1)	$15.2	04/27/2026		A		500,000		(1)	04/27/2036	Common Stock	500,000	$0	500,000	D

Explanation of Responses:

1. 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 500,000 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(d) 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.

	/s/ David Halabu	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Z Squared Inc. grant to Co-CEO David Halabu in this Form 4?

Z Squared Inc. granted Co-CEO David Halabu a stock option for 500,000 shares of common stock. The award is part of his amended executive employment agreement and issued under the company’s 2025 Incentive Compensation Plan as equity-based compensation.

What is the exercise price of David Halabu’s new Z Squared (ZSQR) stock options?

The stock options granted to David Halabu have an exercise price of $15.20 per share. This price equals the fair market value of Z Squared’s common stock on the grant date, as specified in his amended employment agreement and the 2025 Incentive Compensation Plan.

How and when do David Halabu’s 500,000 Z Squared options vest?

David Halabu’s 500,000 stock options vest in full only when Z Squared’s fair market value rises 50% above the grant-date fair market value. The board determines this increase in its reasonable discretion, making vesting entirely performance-based rather than purely time-based.

How long are the new Z Squared (ZSQR) stock options exercisable for David Halabu?

The stock options are exercisable for up to ten years from the April 27, 2026 grant date. They may terminate earlier under the terms of Z Squared’s 2025 Incentive Compensation Plan and the applicable award agreement if specified conditions are triggered.

Is David Halabu’s Form 4 transaction a market purchase or sale of Z Squared shares?

The Form 4 reflects a grant of stock options, not a market purchase or sale of shares. It is classified as a grant or award acquisition, providing the right to buy 500,000 shares at $15.20 if vesting conditions are satisfied and the options are later exercised.