Does Kenneth Lyle Cooper pay anything for the COEP-related RSU grant?

No cash payment is required from Kenneth Lyle Cooper for this RSU grant. The award is a stock-based compensation package with a $150,000 grant-date fair value, issued at a reported price of $0.00 per unit under company compensation programs.

Director granted 9,868 RSUs at Z Squared Inc. (ZSQR)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cooper Kenneth Lyle reported acquisition or exercise transactions in this Form 4 filing.

Z Squared Inc. director Kenneth Lyle Cooper reported an award of 9,868 restricted stock units on April 27, 2026. The RSUs have a grant-date fair value of $150,000 and were issued under the company’s 2025 Incentive Compensation Plan and Non-Employee Director Compensation Program.

Each RSU represents one share of common stock and was granted at no cash cost to Cooper as part of his independent director compensation. The award vests in 36 equal monthly installments beginning April 27, 2026, contingent on his continued Board service, and his reported RSU holdings after the grant total 9,868 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cooper Kenneth Lyle

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	9,868	$0.00	--

Holdings After Transaction: Restricted Stock Units — 9,868 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 9,868 units Grant-date fair value: $150,000 Vesting term: 36 months +3 more

6 metrics

RSUs granted 9,868 units Initial independent director award on April 27, 2026

Grant-date fair value $150,000 Value used to size RSU award

Vesting term 36 months Equal monthly installments starting April 27, 2026

Underlying shares 9,868 shares One common share per RSU upon vesting

Price per RSU $0.00 No cash cost to reporting person for grant

Holdings after grant 9,868 RSUs Total RSU position following this transaction

Key Terms

Restricted Stock Units, Independent Director Agreement, 2025 Incentive Compensation Plan, Non-Employee Director Compensation Program, +1 more

5 terms

Restricted Stock Units financial

"the reporting person was granted an initial award of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Independent Director Agreement financial

"entered into an Independent Director Agreement, pursuant to which the reporting person was granted"

2025 Incentive Compensation Plan financial

"The RSUs were granted pursuant to ... the issuer's 2025 Incentive Compensation Plan"

Non-Employee Director Compensation Program financial

"and Non-Employee Director Compensation Program"

grant-date fair value financial

"initial award of restricted stock units ("RSUs") having a grant-date fair value of $150,000"

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 06:07 AM

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^*

Cooper Kenneth Lyle

(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
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	$0	04/27/2026		A		9,868		⁽¹⁾	⁽¹⁾	Common Stock	9,868	$0	9,868	D

Explanation of Responses:

1. On June 4, 2025, the issuer's predecessor (Z Squared, Inc., a Wyoming corporation) and the reporting person entered into an Independent Director Agreement, pursuant to which the reporting person was granted an initial award of restricted stock units ("RSUs") having a grant-date fair value of $150,000. The RSUs were granted pursuant to Section 3(b) of the Independent Director Agreement, the issuer's 2025 Incentive Compensation Plan, and Non-Employee Director Compensation Program. Each RSU represents a contingent right to receive one share of the issuer's common stock upon vesting and has no expiration date. The number of RSUs reported was determined by dividing $150,000 by the fair market value of the common stock on April 27, 2026 (the grant date), rounded down to the nearest whole share. The RSUs vest in thirty-six (36) equal monthly installments commencing April 27, 2026, subject to the reporting person's continued Board service through each vesting date.

	/s/ Kenneth Cooper	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did director Kenneth Lyle Cooper acquire in this COEP Form 4 filing?

Kenneth Lyle Cooper received an initial grant of 9,868 restricted stock units as director compensation. The grant represents a $150,000 award tied to the fair market value of Z Squared Inc. common stock on April 27, 2026, with no cash paid by him.

How was the number of RSUs for Kenneth Lyle Cooper’s COEP grant determined?

The 9,868 RSUs were calculated by dividing a $150,000 grant-date fair value by the fair market value of Z Squared Inc. common stock on April 27, 2026. The result was then rounded down to the nearest whole share for reporting purposes.

What is the vesting schedule for Kenneth Lyle Cooper’s RSUs reported for COEP?

The RSUs vest in 36 equal monthly installments starting April 27, 2026. Vesting is conditioned on Kenneth Lyle Cooper’s continued service on the Board through each monthly vesting date, spreading the compensation over a three-year period.

How many Z Squared Inc. shares could Kenneth Lyle Cooper ultimately receive from this Form 4 grant?

Each restricted stock unit represents a right to receive one share of common stock upon vesting. If all 9,868 RSUs vest and settle, Kenneth Lyle Cooper would receive 9,868 shares of Z Squared Inc. common stock over the 36-month vesting period.