Ziff Davis (ZD) EVP Jeremy Rossen converts 1,385 RSUs, with 570 shares withheld for taxes

Rhea-AI Filing Summary

Ziff Davis EVP and General Counsel Jeremy Rossen exercised restricted stock units and had shares withheld for taxes. On March 3, 2026, 1,385 Restricted Stock Units converted into the same number of common shares on a one-for-one basis. Of these, 570 shares were withheld at $41.48 per share to cover a tax liability related to the RSU vesting under the 2015 Stock Option Plan.

After these transactions, Rossen directly held 20,480 shares of common stock and indirectly held 2,000 shares through The Jeremy and Gina Rossen Family Trust, where he and his spouse are trustees and his children are beneficiaries. The filing shows a routine compensation-related RSU vesting and associated tax withholding, rather than an open-market purchase or sale.

Insider Trade Summary

1,385 shares exercised/converted

Mixed 4 txns

Insider ROSSEN JEREMY

Role EVP/General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,385	$0.00	--
Exercise	Common Stock, $0.01 par value	1,385	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	570	$41.48	$24K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, $0.01 par value — 20,480 shares (Direct, null); Common Stock, $0.01 par value — 2,000 shares (Indirect, See footnote.)

Footnotes (1)

1. Payment for a tax liability by withholding securities incident to vesting of Restricted Stock Units ("RSUs") under the Issuer's 2015 Stock Option Plan. Reflects shares held by The Jeremy and Gina Rossen Family Trust, of which the Reporting Person and his spouse are trustees and the Reporting Person's children are the beneficiaries. RSUs convert into common stock on a one-for-one basis. There are no expiration dates on RSUs.

Key Figures

RSUs converted: 1,385 units Shares withheld for taxes: 570 shares Tax withholding price: $41.48 per share +3 more

6 metrics

RSUs converted 1,385 units Restricted Stock Units converting into common stock on March 3, 2026

Shares withheld for taxes 570 shares Shares withheld to satisfy tax liability on RSU vesting

Tax withholding price $41.48 per share Value used for shares withheld to cover tax liability

Direct holdings after transactions 20,480 shares Common stock directly held by Jeremy Rossen after Form 4/A

Indirect holdings via trust 2,000 shares Common stock held by The Jeremy and Gina Rossen Family Trust

RSU conversion ratio 1:1 RSUs convert into common stock on a one-for-one basis

Key Terms

Restricted Stock Units, 2015 Stock Option Plan, Family Trust, one-for-one basis, +1 more

5 terms

Restricted Stock Units financial

"Payment for a tax liability by withholding securities incident to vesting of Restricted Stock Units ("RSUs") under the Issuer's 2015 Stock Option Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2015 Stock Option Plan financial

"Payment for a tax liability by withholding securities incident to vesting of Restricted Stock Units ("RSUs") under the Issuer's 2015 Stock Option Plan."

Family Trust financial

"Reflects shares held by The Jeremy and Gina Rossen Family Trust, of which the Reporting Person and his spouse are trustees"

one-for-one basis financial

"RSUs convert into common stock on a one-for-one basis."

tax liability financial

"Payment for a tax liability by withholding securities incident to vesting of Restricted Stock Units ("RSUs")"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROSSEN JEREMY

(Last) (First) (Middle)

C/O ZIFF DAVIS, INC.

360 PARK AVE S., 17TH FL

(Street)

NEW YORK NEW YORK 10010

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ZIFF DAVIS, INC. [ ZD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	03/03/2026		M		1,385	A	$0	20,480	D
Common Stock, $0.01 par value	03/03/2026		F(1)		570	D	$41.48	19,910	D
Common Stock, $0.01 par value								2,000	I	See footnote.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	03/03/2026		M			1,385	03/03/2026	(4)	Common Stock, $0.01 par value	1,385	$0	0	D

Explanation of Responses:

1. Payment for a tax liability by withholding securities incident to vesting of Restricted Stock Units ("RSUs") under the Issuer's 2015 Stock Option Plan.

2. Reflects shares held by The Jeremy and Gina Rossen Family Trust, of which the Reporting Person and his spouse are trustees and the Reporting Person's children are the beneficiaries.

3. RSUs convert into common stock on a one-for-one basis.

4. There are no expiration dates on RSUs.

Remarks:

This Form 4/A is being filed to correct the dates of the transactions reported herein to 03/03/2026, which were originally reported as 03/03/2025 as the result of an inadvertent clerical error. The quantities reported on this Form 4/A are as of 03/03/2026.

	/s/ Jeremy Rossen	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ziff Davis (ZD) executive Jeremy Rossen report in this Form 4/A?

Jeremy Rossen reported an RSU vesting and related tax withholding. 1,385 Restricted Stock Units converted into common shares, with 570 shares withheld to cover tax liabilities, leaving him with 20,480 directly held shares and 2,000 indirectly held shares.

How many Ziff Davis (ZD) RSUs did Jeremy Rossen convert into common stock?

He converted 1,385 Restricted Stock Units into 1,385 common shares on a one-for-one basis. This RSU conversion is a compensation-related event, reflecting equity awards vesting rather than an open-market stock purchase.

Were Jeremy Rossen’s Ziff Davis (ZD) shares sold on the open market?

No, 570 shares were withheld to pay a tax liability tied to RSU vesting. The filing describes this as payment of tax by delivering securities, not an open-market sale, and uses transaction code F for tax withholding.

What are Jeremy Rossen’s Ziff Davis (ZD) share holdings after the reported transactions?

Following the transactions, he directly held 20,480 common shares and indirectly held 2,000 shares. The indirect shares are held by The Jeremy and Gina Rossen Family Trust, where he and his spouse serve as trustees for their children.

How was the tax liability handled on Jeremy Rossen’s Ziff Davis (ZD) RSU vesting?

A tax liability was satisfied by withholding 570 common shares at $41.48 per share. This approach uses shares from the RSU vesting to pay taxes due, which is a common, non-market mechanism for settling equity award tax obligations.

What plan governed the RSU vesting reported by Ziff Davis (ZD) executive Jeremy Rossen?

The RSU vesting occurred under Ziff Davis’ 2015 Stock Option Plan. The footnotes explain that RSUs convert into common stock on a one-for-one basis and note that RSUs do not have expiration dates, clarifying the nature of this equity compensation.