Ziff Davis (NASDAQ: ZD) CFO reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Ziff Davis, Inc. Chief Financial Officer Bret Richter reported equity award activity tied to restricted stock units (RSUs). On March 5, 2026, 15,282 RSUs were converted into the same number of shares of common stock at no cash cost, increasing his direct holdings.

On the same date, 8,232 common shares were withheld and disposed of to cover a tax liability related to the RSU vesting at a price of $43.65 per share, leaving him with 41,548 directly held common shares. The RSUs convert into common stock on a one-for-one basis and have no expiration date.

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^*

RICHTER BRET

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		15,282	A	$0	49,780	D
Common Stock, $0.01 par value	03/05/2026		F(1)		8,232	D	$43.65	41,548	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	(2)	03/05/2026		M			15,282	03/05/2026	(3)	Common Stock, $0.01 par value	15,282	$0	30,566	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 2024 Equity Incentive Plan.

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

3. 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.
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FAQ

What insider transactions did Ziff Davis (ZD) CFO Bret Richter report?

Bret Richter reported RSU-related transactions on March 5, 2026. 15,282 restricted stock units converted into common shares, and 8,232 shares were withheld to satisfy tax obligations, leaving him with 41,548 directly owned common shares in Ziff Davis, Inc.

Did the Ziff Davis (ZD) CFO buy or sell shares on the open market?

The filing shows no open-market buy or sell. Shares were acquired through RSU conversion and some were disposed of solely to cover tax liabilities upon vesting, a common administrative mechanism for equity compensation rather than a discretionary trading decision.

How many Ziff Davis (ZD) shares does the CFO own after this Form 4?

After the March 5, 2026 RSU vesting and related tax-withholding disposition, Bret Richter directly owns 41,548 shares of Ziff Davis common stock. This figure reflects the net position after converting 15,282 RSUs and withholding 8,232 shares for tax obligations.

What price was used for the Ziff Davis (ZD) tax-withholding share disposition?

The tax-withholding disposition used a price of $43.65 per Ziff Davis common share. At this price, 8,232 shares were delivered to satisfy the tax liability associated with the vesting of restricted stock units under the company’s 2024 Equity Incentive Plan.

How do Ziff Davis (ZD) RSUs held by the CFO convert into common stock?

The restricted stock units convert into Ziff Davis common stock on a one-for-one basis. According to the disclosure, these RSUs have no expiration date, meaning they remain outstanding until they vest and are then settled in an equal number of common shares.

What equity plan governed the Ziff Davis (ZD) CFO’s RSU vesting?

The RSU vesting and related tax withholding occurred under Ziff Davis, Inc.’s 2024 Equity Incentive Plan. This plan grants restricted stock units that later convert into common shares, and it allows settling tax liabilities by withholding a portion of vested shares.