Changes in Beneficial Ownership · 4/A
Z Squared Inc.
Changes in Beneficial Ownership
Structured filing — 4/A
ownership.xml
Amendment · This filing reports the amendment as submitted.
Filing details
- Report period
- 2026-07-27
- Original submission
- 2026-08-20
- 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
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | 2026-07-27 | M · Form 4 | 2,467[F2] | A | 0[F2] | 2,467 | D |
| Common Stock | 2026-08-18 | P · Form 4 | 1,000 | A | 3.92 | 3,467 | D |
| Common Stock | 2026-09-03 | M · Form 4 | 702[F4] | A | 0[F4] | 4,169 | D |
Table key
- M · Form 4
- Exempt derivative exercise or conversion under Rule 16b-3
- A
- Acquired
- D
- Direct
- P · Form 4
- Purchase on the market or privately
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units[F1] | 0 | 2026-07-27 | M · Form 4 | 2,467 | D | 0 | [F1] | [F1] | Common Stock | 2,467 | 10,207 | D |
| Restricted Stock Units[F3] | 0 | 2026-09-03 | M · Form 4 | 702 | D | 0 | [F3] | [F3] | Common Stock | 702 | 9,505 | D |
Table key
- M · Form 4
- Exempt derivative exercise or conversion under Rule 16b-3
- D
- Direct
Footnotes
- F1
- On April 27, 2026, pursuant to Section 3(b) of the reporting person's Executive Employment Agreement, dated April 27, 2026, the issuer granted the reporting person 9,868 RSUs representing an annual bonus award with an aggregate grant-date fair market value of $150,000. The grant was previously reported on the reporting person's Form 4 filed on April 30, 2026. The RSUs vest in four equal quarterly installments of 2,467 RSUs over the one-year period commencing on April 27, 2026 (on each of July 27, 2026, October 27, 2026, January 27, 2027 and April 27, 2027), subject to the reporting person's continued employment with the issuer on each vesting date.↩ 1↩ 2↩ 3
- F2
- Represents the first quarterly vesting of the RSUs described in footnote 1, which vested on July 27, 2026.↩ 1↩ 2
- F3
- Represents restricted stock units ("RSUs") granted to the reporting person on June 3, 2026 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, and previously reported on the reporting person's Form 4 filed on June 8, 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. Because 2,806 is not evenly divisible by four, the RSUs vest in four substantially equal quarterly installments (subject to rounding) over the one-year period commencing June 3, 2026 (on each of September 3, 2026, December 3, 2026, March 3, 2027 and June 3, 2027), subject to continued employment on each vesting date.↩ 1↩ 2↩ 3
- F4
- Represents the vesting of 702 RSUs, the first quarterly installment of the RSUs described in footnote 3, which vested on September 3, 2026. The number of derivative securities beneficially owned following the reported transaction includes 7,401 RSUs remaining from the April 27, 2026 grant described in footnote 1 and 2,104 RSUs remaining from the June 3, 2026 grant.↩ 1↩ 2
Remarks
This Amendment No. 1 to Form 4 amends and restates in its entirety the Form 4 originally filed by the reporting person on August 20, 2026 (the "Original Form 4"), and also reports the September 3, 2026 vesting. It is filed to (i) remove the reporting of the grant of 2,806 restricted stock units on June 3, 2026, the grant of 9,868 restricted stock units on April 27, 2026, and the grant of an option to purchase 100,000 shares of common stock on April 27, 2026, each of which was inadvertently reported a second time in the Original Form 4, the June 3 grant having been previously reported on the reporting person's Form 4 filed on June 8, 2026 and the April 27 grants having been previously reported on the reporting person's Form 4 filed on April 30, 2026, (ii) report the settlement of 2,467 restricted stock units that vested on July 27, 2026, which was inadvertently omitted from the Original Form 4, (iii) report the settlement of 702 restricted stock units that vested on September 3, 2026, and (iv) restate the resulting beneficial ownership totals, including the August 18, 2026 open-market purchase of 1,000 shares reported on the Original Form 4. The shares of common stock reported in Table I as acquired upon settlement of restricted stock units were issued under the issuer's registration statement on Form S-8 filed with the Securities and Exchange Commission on August 21, 2026.
Signature 1
- Signed
- /s/ Ryan Schadel
- Date
- 2026-10-02
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
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsNov 3, 2026
- 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
- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearSep 10, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 26, 2026
- S-8 filingAug 21, 2026