STOCK TITAN

Ziff Davis (ZD) director exercises 7,903 shares and receives 5,723 RSU grant

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

Rhea-AI Filing Summary

ZIFF DAVIS, INC. director W Brian Kretzmer reported routine equity compensation activity. He exercised derivative securities to acquire 7,903 shares of common stock at a reference price of $43.31 per share, bringing his direct holdings to 24,481 shares.

He also received a new grant of 5,723 restricted stock units (RSUs) tied to an equal number of underlying common shares under the company’s 2024 Equity Incentive Plan. Those RSUs have no stated expiration date and are scheduled to vest or be exercisable on May 6, 2027, reflecting standard stock-based compensation rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider KRETZMER W BRIAN
Role null
Type Security Shares Price Value
Exercise Common Stock $0.01 Par Value 7,903 $43.31 $342K
Grant/Award Restricted Stock Units 5,723 $0.00 --
Exercise Restricted Stock Units 7,903 $0.00 --
Holdings After Transaction: Common Stock $0.01 Par Value — 24,481 shares (Direct, null); Restricted Stock Units — 5,723 shares (Direct, null)
Footnotes (1)
  1. There are no expiration dates on RSUs. Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan.
Shares acquired via exercise 7,903 shares Common stock acquired through derivative exercise on May 7, 2026
Exercise reference price $43.31 per share Price reported for 7,903 common shares in non-derivative transaction
New RSU grant size 5,723 RSUs Restricted Stock Units granted May 6, 2026 under 2024 Equity Incentive Plan
Underlying shares for new RSUs 5,723 shares Common stock underlying the 2026 RSU grant
Post-transaction share holdings 24,481 shares Common stock directly held after exercise transaction
Vesting/exercise date for new RSUs May 6, 2027 Scheduled vesting or exercise date of 5,723 RSUs
Restricted Stock Units financial
"security_title": "Restricted Stock Units""
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.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Equity Incentive Plan financial
"Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
SEC Form 4
FORM 4UNITED 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*
KRETZMER W BRIAN

(Last)(First)(Middle)
C/O ZIFF DAVIS, INC.
360 PARK AVE SOUTH, 17TH FLOOR

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock $0.01 Par Value05/07/2026M7,903A$43.3124,481D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$005/07/2025M7,90305/07/2026 (1)Common Stock7,903$00D
Restricted Stock Units$005/06/2026A(2)5,72305/06/2027 (1)Common Stock5,723$05,723D
Explanation of Responses:
1. There are no expiration dates on RSUs.
2. Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan.
Remarks:
/s/ Jeremy Rossen, as Attorney-In-Fact05/08/2026
** Signature of Reporting PersonDate
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 insider transactions did ZIFF DAVIS (ZD) director W Brian Kretzmer report?

He reported exercising derivative securities into 7,903 shares of ZIFF DAVIS common stock and receiving a new grant of 5,723 restricted stock units (RSUs). These transactions represent equity compensation movements, not open-market buying or selling activity.

How many ZIFF DAVIS (ZD) shares does W Brian Kretzmer hold after these transactions?

Following the reported exercise, W Brian Kretzmer directly holds 24,481 shares of ZIFF DAVIS common stock. This figure reflects his updated equity position after converting previously granted RSUs into common shares.

What are the details of the new RSU grant reported for ZIFF DAVIS (ZD)?

Kretzmer received 5,723 restricted stock units, each representing one underlying share of ZIFF DAVIS common stock. The RSUs were granted under the company’s 2024 Equity Incentive Plan and are scheduled to vest or become exercisable on May 6, 2027.

Did W Brian Kretzmer buy or sell ZIFF DAVIS (ZD) shares on the open market?

No open-market buys or sells were reported. The Form 4 shows derivative exercises and an RSU grant, which are compensation-related transactions, not discretionary purchases or sales in the public market.

What price was used for the exercised ZIFF DAVIS (ZD) shares in this Form 4?

The exercise-related common stock transaction references a price of $43.31 per share for 7,903 shares. This reflects the value used in the Form 4 for the derivative exercise into common stock.

Do the reported ZIFF DAVIS (ZD) RSUs have an expiration date?

A footnote states there are no expiration dates on RSUs. The newly granted 5,723 restricted stock units instead have a scheduled vesting or exercise date of May 6, 2027, rather than a traditional option expiration.