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BCS

Changes in Beneficial Ownership · 4

Z Squared Inc.

Changes in Beneficial Ownership

Filed Aug 20, 2026Accepted Aug 20, 2026, 6:01 AM EDTFiling CIK 1759186Accession 0001185185-26-003631
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Structured filing — 4

ownership.xml

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Filing details

Report period
2026-08-18
Issuer
Z Squared Inc.
Issuer CIK
0001759186
Trading symbol
ZSQR

Reporting owner 1

Name
Schadel Christopher Ryan
Reporting owner CIK
0001550967
Relationship
Officer
Officer title
Chief Marketing Officer
Address
C/O Z SQUARED INC., 550 SOUTH ANDREWS AVENUE, SUITE 700, FORT LAUDERDALE, FL, 33301

Non-derivative transactions

Non-derivative transactions · 1 reported row
SecurityTransaction dateCodeAmountA / DPrice (USD)Owned afterOwnership
Common Stock2026-08-18P · Form 41,000A3.921,000D
Table key
P · Form 4
Purchase on the market or privately
A
Acquired
D
Direct

Derivative transactions

Derivative transactions · 3 reported rows
SecurityConversion / exercise price (USD)Transaction dateCodeAmountA / DPrice (USD)ExercisableExpiresUnderlying securityUnderlying sharesOwned afterOwnership
Restricted Stock Units[F1]02026-06-03A · Form 42,806A0[F1][F1]Common Stock2,806[F1]12,674D
Stock Option (Right to Buy)[F2]15.22026-04-27A · Form 4100,000A0[F2]2036-04-27Common Stock100,000100,000D
Restricted Stock Units[F3]02026-04-27A · Form 49,868A0[F3][F3]Common Stock9,8689,868D
Table key
A · Form 4
Acquisition by grant, award or otherwise under Rule 16b-3(d)
A
Acquired
D
Direct

Footnotes

F1
Represents Restricted stock units ("RSUs") granted under the issuer's 2025 Incentive Compensation Plan as a supplemental award in respect of the annual bonus under Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026. The number of RSUs was determined by dividing $30,000 by the closing price per share on the Nasdaq Global Market on June 3, 2026 ($10.69), rounded down to the nearest whole share. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The RSUs vest in equal quarterly installments over the one-year period commencing June 3, 2026, subject to continued employment on each vesting date.↩ 1↩ 2↩ 3↩ 4
F2
On April 27, 2026, the issuer and the reporting person entered into an Executive Employment Agreement (the "Employment 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 Employment 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.↩ 1↩ 2
F3
In addition, pursuant to the Employment Agreement, the issuer agreed to grant the reporting person an annual bonus of restricted stock units ("RSUs") having a grant-date fair market value of $150,000. The RSUs were granted pursuant to Section 3(b) of the Employment Agreement and the Z Squared, Inc. 2025 Incentive Compensation Plan. Each RSU represents a contingent right to receive one share of common stock upon vesting and has no expiration date. The number of RSUs reported was determined by dividing $150,000 by the closing price per share of the 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 one year commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer on each vesting date.↩ 1↩ 2↩ 3

Signature 1

Signed
/s/ Ryan Schadel
Date
2026-08-20

Company context

Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company’s strategy is built on three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying conversion capital site by site, against signed contracts and operational readiness. Z Squared’s common stock began trading on the Nasdaq Global Market under the symbol “ZSQR” in April 2026.

Current securities

Historical securities (7)

Recent company filings

  1. 4 filingNov 13, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsNov 3, 2026
  3. 4/A filingOct 2, 2026
  4. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD DisclosureSep 14, 2026
  5. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearSep 10, 2026

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