Ziff Davis (ZD) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Ziff Davis, Inc. Chief Executive Officer Vivek Shah reported equity award activity involving restricted stock units (RSUs) and related common stock. On this date, 23,674 RSUs converted into the same number of shares of common stock, with no cash exercise price.

A portion of the resulting common shares, 12,085 shares at $42.32 per share, was withheld to cover a tax liability associated with RSU vesting. After these transactions and reconciliations to account records, Shah held common stock both directly and indirectly through the Vivek R Shah Revocable Trust and the Vivek R Shah Irrevocable Family Trust, and maintained 23,675 RSUs that convert into common stock on a one-for-one basis.

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

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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^*

Shah Vivek

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		23,674	A	$0	372,367(1)	I	See footnote.(2)
Common Stock $0.01 Par Value	03/06/2026		F(3)		12,085	D	$42.32	360,282	I	See footnote.(2)
Common Stock $0.01 Par Value								110,000	I	See footnote.(4)
Common Stock $0.01 Par Value								164,491(5)	D

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	(6)	03/06/2026	03/06/2026	M		23,674		03/06/2026	(7)	Common Stock, $0.01 par value	23,674	$0	23,675	D

Explanation of Responses:

1. The number of shares indirectly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.

2. Reflects shares held by the Vivek R Shah Revocable Trust, of which the Reporting Person is the beneficiary and trustee.

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

4. Reflects shares held by the Vivek R Shah Irrevocable Family Trust, of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and children are the beneficiaries.

5. The number of shares directly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.

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

7. There is no expiration date on RSUs.

Remarks:

	/s/ Jeremy Rossen, as Attorney-in-fact	03/09/2026
	** 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).
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FAQ

What insider transactions did Ziff Davis (ZD) CEO Vivek Shah report?

Vivek Shah reported RSU activity where 23,674 restricted stock units converted into common shares and 12,085 common shares were withheld to satisfy tax liabilities, with remaining direct and trust-held share balances updated after account reconciliations.

How many Ziff Davis (ZD) RSUs did Vivek Shah convert into common stock?

He converted 23,674 restricted stock units into 23,674 shares of Ziff Davis common stock on a one-for-one basis. The RSUs carried no exercise price, and the conversion reflects equity compensation vesting rather than an open-market stock purchase.

How many Ziff Davis (ZD) shares were withheld for Vivek Shah’s tax liability?

A total of 12,085 Ziff Davis common shares were withheld at $42.32 per share to cover a tax liability arising from RSU vesting. This withholding is categorized as a disposition for tax purposes, not as an open-market sale transaction.

How are Vivek Shah’s indirect Ziff Davis (ZD) holdings structured?

Indirect holdings are shown through trusts, including the Vivek R Shah Revocable Trust and the Vivek R Shah Irrevocable Family Trust. These trusts hold Ziff Davis common shares for the benefit of Shah, his spouse, and children, as described in the filing footnotes.

What RSU terms were disclosed for Ziff Davis (ZD) CEO Vivek Shah?

The filing states that Vivek Shah’s restricted stock units convert into Ziff Davis common stock on a one-for-one basis and have no expiration date. These RSUs represent equity compensation that becomes common stock upon vesting and conversion events.

Did Vivek Shah’s reported transactions involve open-market trading of Ziff Davis (ZD) shares?

The reported activity involves RSU conversion and share withholding for taxes, not open-market purchases or sales. The disposition labeled with code F reflects shares withheld to pay tax liabilities connected to equity award vesting, rather than discretionary trading.