Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on June 24, 2026, Z Squared Inc. (the "Company") and Jeffery Harris, the Company's Chief Technology Officer, entered into an Executive Employment Agreement (the "Employment Agreement"), providing for an annual bonus in the form of restricted stock units having a grant-date fair market value equal to three times Mr. Harris's base salary.

On August 24, 2026, the Company and Mr. Harris entered into Amendment No. 1 to the Employment Agreement (the "Amendment"), fixing the number of restricted stock units underlying the first-year award at 49,778.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.