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ZD Form 4: Jeremy Rossen RSU Conversion and Tax Withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ziff Davis, Inc. executive reports routine equity transaction. EVP and General Counsel Jeremy Rossen reported activity in Ziff Davis, Inc. common stock on 11/21/2025. Restricted Stock Units converted into 754 shares of common stock at an exercise price of $0, and 382 shares were withheld at a price of $30.35 to cover tax liabilities related to the RSU vesting under the company’s 2015 Stock Option Plan. Following these transactions, Rossen directly beneficially owned 16,543 shares of common stock and indirectly beneficially owned 2,000 shares through The Jeremy and Gina Rossen Family Trust, where he and his spouse serve as trustees and their children are beneficiaries.

Positive

  • None.

Negative

  • None.
Insider ROSSEN JEREMY
Role EVP/General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 754 $0.00 --
Exercise Common Stock, $0.01 par value 754 $0.00 --
Tax Withholding Common Stock, $0.01 par value 382 $30.35 $12K
holding Common Stock, $0.01 par value -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.01 par value — 16,925 shares (Direct); 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.
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 NY 10010
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/21/2025 M 754 A $0 16,925 D
Common Stock, $0.01 par value 11/21/2025 F(1) 382 D $30.35 16,543 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) 11/21/2025 M 754 11/21/2025 (4) Common Stock, $0.01 par value 754 $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:
/s/ Jeremy Rossen 11/24/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ziff Davis (ZD) report for Jeremy Rossen?

On 11/21/2025, EVP and General Counsel Jeremy Rossen reported the conversion of 754 Restricted Stock Units into Ziff Davis common stock and related tax withholding.

How many Ziff Davis (ZD) shares were issued from RSUs in this Form 4?

A total of 754 shares of Ziff Davis common stock were issued upon the conversion of Restricted Stock Units at an exercise price of $0 per share.

How many Ziff Davis (ZD) shares were withheld for taxes in this transaction?

382 shares of Ziff Davis common stock were disposed of with a transaction code F at a price of $30.35 per share to satisfy tax withholding obligations related to the RSU vesting.

How many Ziff Davis (ZD) shares does Jeremy Rossen own after the reported transactions?

After the reported transactions, Jeremy Rossen beneficially owned 16,543 shares of Ziff Davis common stock directly and 2,000 shares indirectly through a family trust.

What is the role of Jeremy Rossen at Ziff Davis (ZD)?

Jeremy Rossen is an officer of Ziff Davis, Inc., serving as EVP/General Counsel according to the filing.

What are the key terms of the Restricted Stock Units in this Ziff Davis (ZD) Form 4?

The Restricted Stock Units convert into Ziff Davis common stock on a one-for-one basis, have an exercise price of $0, and have no expiration dates as disclosed.

How are the indirect Ziff Davis (ZD) holdings of Jeremy Rossen structured?

The 2,000 indirectly held shares are owned by The Jeremy and Gina Rossen Family Trust, where Rossen and his spouse are trustees and their children are beneficiaries.