SCHEDULE: ZeroStack Corp. CFO's Stake and Option Grant Update

Dany Vaiman, CFO of ZeroStack Corp., reports beneficial ownership of 513,249 shares (2.9%) and details a shareholder-approved stock option grant tied to VWAP performance.

Summary

• Dany Vaiman, Chief Financial Officer of ZeroStack Corp., has filed an amendment to Schedule 13D.
• Vaiman beneficially owns 513,249 shares of ZeroStack Corp. common stock, representing 2.9% of the class.
• This ownership is based on 17,489,828 outstanding shares as of July 20, 2026, calculated on a partially-diluted basis.
• The filing details a stock option grant approved by the board on May 5, 2026, and subsequently by shareholders on July 20, 2026.
• These options are exercisable at $5.10 per share and vest based on achieving specific volume-weighted average price (VWAP) thresholds.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it confirms shareholder approval for a performance-based incentive, aligning management with potential future stock growth, but does not indicate new financial performance or strategic shifts.

Positives

• Shareholder approval obtained for the May 2026 Option Grant, indicating alignment with investor interests.
• Stock options are structured with performance-based vesting tied to VWAP thresholds, aligning management incentives with stock performance.
• Dany Vaiman, as CFO, holds a significant beneficial ownership stake, suggesting commitment to the company's success.

Negatives

• The vesting of stock options is contingent on achieving specific, potentially challenging, VWAP targets.

Risks

• The company's stock price may not reach the required VWAP thresholds for option vesting, impacting potential compensation for the CFO.
• Future stock performance is subject to market volatility and company-specific factors, creating uncertainty around option realization.

Future Outlook

The future outlook for the options granted to Dany Vaiman is contingent on ZeroStack Corp.'s common stock achieving specific volume-weighted average price (VWAP) thresholds, ranging from $7.65 to $17.85, for vesting to occur over five equal installments.

Management Comments

• The May 2026 Option Grant is subject to shareholder approval.
• Options are exercisable for shares of common stock of the Issuer at an exercise price of $5.10 per share, and vest in five equal installments subject to the Issuer's common stock meeting the following volume weighted average price ("VWAP") thresholds: 20% following VWAP of $7.65; 20% following VWAP of $10.20; 20% following VWAP of $12.75; 20% following VWAP of $15.30; and 20% following VWAP of $17.85.
• Shareholders approved the May 2026 Option Grant on July 20, 2026.

Industry Context

StockSavvy.ai notes that performance-based stock options are a common incentive tool in the technology sector, particularly for executive compensation, aiming to align leadership interests with shareholder value creation through stock price appreciation.

Stakeholder Impact

• Shareholders: The approval of performance-based options aligns management's incentives with potential future stock price appreciation, which is generally viewed positively by shareholders.
• Employees: The success of the company in reaching VWAP targets could lead to a more motivated and aligned executive team, potentially benefiting overall company performance.
• Management (Dany Vaiman): Receives potential for significant financial upside through stock options, contingent on achieving performance milestones.

Next Steps

• Vaiman's options will vest upon ZeroStack Corp.'s common stock achieving the specified VWAP thresholds.
• Continued monitoring of ZeroStack Corp.'s stock performance against the VWAP targets for option vesting.

Key Dates

Keywords

ZeroStack Corp., Schedule 13D, Dany Vaiman, CFO, Stock Options, Beneficial Ownership, VWAP, Shareholder Approval