ZSQR · Z Squared Inc.

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.

On April 30, 2026 (the "Distribution Date"), the Reporting Person completed a pro rata distribution (the "Distribution") of all 41,521,276 shares of Common Stock of the Issuer then held by it to its members, in accordance with their respective percentage membership interests. No monetary consideration was paid or received by the Reporting Person or its members in connection with the Distribution.

Following the Distribution, the Reporting Person does not beneficially own any shares of Common Stock of the Issuer and is no longer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. This Form 4 constitutes the final Section 16 report filed by the Reporting Person with respect to the Common Stock of the Issuer.

Iin 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.

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.

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.

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.

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 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 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.

On April 27, 2026, the issuer entered into an Amendment to Service Agreement with the reporting person, pursuant to which the issuer agreed to issue $1,000,000 worth of shares of the issuer's common stock to the reporting person, payable in four equal quarterly tranches. The shares reported herein represent the first such tranche, issued pursuant to the Z Squared, Inc. 2025 Incentive Compensation Plan. The number of shares reported was determined by dividing $250,000 by the closing price per share of the issuer's common stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share).

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.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the issuer's common stock upon vesting. The number of RSUs reported was determined by dividing $250,000 by the closing price per share of the issuer's 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 the one-year period commencing on April 27, 2026, subject to the reporting person's continued employment with the issuer (or its applicable subsidiary) on each applicable vesting date. The RSUs do not have an expiration date. The RSUs were granted pursuant to Section 3(b) of the Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between the issuer and the reporting person and the Z Squared Inc. 2025 Incentive Compensation Plan.

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.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents the weighted average exercise price of shares purchased upon exercise of stock options.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Includes (i) 49,500 shares of common stock that are owned by CJC Investment Trust (a Trust in which Mr. Calise is a control person), and (ii) 47,106 shares of common stock that are issuable under currently exercisable warrants.

Represents the exercise price of shares purchased upon exercise of stock options.

Represents the exercise price of shares purchased upon exercise of stock options.

Represents the exercise price of shares purchased upon exercise of stock options.

Includes (i) 49,500 shares of common stock that are owned by CJC Investment Trust (a Trust in which Mr. Calise is a control person), and (ii) 47,106 shares of common stock that are issuable under currently exercisable warrants.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Includes 4,211 shares of common stock that are held as JTWROS with Catherine Salkind.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents the weighted average exercise price of shares purchased upon exercise of stock options.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents the exercise price of shares purchased upon exercise of stock options.

Represents the exercise price of shares purchased upon exercise of stock options.

Includes 4,211 shares of common stock that are held as JTWROS with Catherine Salkind.

Represents a grant of restricted stock issued in connection with an option exchange program where the Reporting Person surrendered underwater options in exchange for a grant of restricted stock.

Represents the exercise price of shares purchased upon exercise of stock options.

Represents the exercise price of shares purchased upon exercise of stock options.

On March 4, 2025, the reporting person received a grant of 5,700 stock options, as non-qualified options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Non-qualified options will vest over 1 year, in four equal installments, with the first 25% vesting on 3/31/2025, the next 25% vesting on 6/30/2025, the next 25% vesting on 9/30/25, and the final 25% vesting on 12/31/25.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 5,700 stock options, as non-qualified options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Non-qualified options will vest over 1 year, in four equal installments, with the first 25% vesting on 3/31/2025, the next 25% vesting on 6/30/2025, the next 25% vesting on 9/30/25, and the final 25% vesting on 12/31/25.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 10,000 non-qualified stock options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Options will vest over 4 years, in equal quarterly installments over such period, with the final options vesting on 12/31/28.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 5,700 stock options, as non-qualified options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Non-qualified options will vest over 1 year, in four equal installments, with the first 25% vesting on 3/31/2025, the next 25% vesting on 6/30/2025, the next 25% vesting on 9/30/25, and the final 25% vesting on 12/31/25.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 1,000 non-qualified stock options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Options will vest over 4 years, in equal quarterly installments over such period, with the final options vesting on 12/31/28.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 5,700 stock options, as non-qualified options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Non-qualified options will vest over 1 year, in four equal installments, with the first 25% vesting on 3/31/2025, the next 25% vesting on 6/30/2025, the next 25% vesting on 9/30/25, and the final 25% vesting on 12/31/25.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 5,700 stock options, as non-qualified options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Non-qualified options will vest over 1 year, in four equal installments, with the first 25% vesting on 3/31/2025, the next 25% vesting on 6/30/2025, the next 25% vesting on 9/30/25, and the final 25% vesting on 12/31/25.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 28,875 non-qualified stock options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Options will vest over 4 years, in equal quarterly installments over such period, with the final options vesting on 12/31/28.

Expiration date is ten years from the day of grant.

On March 4, 2025, the reporting person received a grant of 5,000 non-qualified stock options, under the 2022 equity incentive plan.

The exercise price is the FMV of the shares, which is equal to the Company's stock price on the Nasdaq Capital Market on the day of grant.

Options will vest over 4 years, in equal quarterly installments over such period, with the final options vesting on 12/31/28.

Expiration date is ten years from the day of grant.

Includes 30,000 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days.

Includes 30,000 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days.

Includes 25,000 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days.

Includes 156,250 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. exercise of options that are or will become exercisable in the next 60 days.

Includes 156,250 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. exercise of options that are or will become exercisable in the next 60 days.

Includes 156,250 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. exercise of options that are or will become exercisable in the next 60 days.