Ziff Davis, Inc. (ZD) CAO reports 1,389 RSUs vesting and tax withholding

Rhea-AI Filing Summary

Ziff Davis, Inc. reported an equity transaction by its Chief Accounting Officer. On 12/16/2025, 1,389 restricted stock units vested and converted into the same number of common shares at no cost.

To satisfy tax obligations, 500 of these shares were withheld at a price of $35.83 per share, leaving 889 common shares held directly after the transaction. Following the vesting, the officer also continued to hold 2,778 restricted stock units, which each convert into one share of common stock and have no expiration date under the company’s 2024 Equity Incentive Plan.

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^*

TANSLEY LORI A.

(Last) (First) (Middle)

360 PARK AVE S

17F

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		M		1,389	A	$0	1,389	D
Common Stock, $0.01 par value	12/16/2025		F		500(1)	D	$35.83	889	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)	12/16/2025		M			1,389	12/16/2025	(3)	Common Stock, $0.01 par value	1,389	$0	2,778	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 are no expiration dates on RSUs.

Remarks:

	Jeremy Rossen, as Attorney-in-Fact	12/16/2025
	** 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).
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FAQ

What insider stock transaction did Ziff Davis (ZD) report?

The filing reports that the Chief Accounting Officer had 1,389 restricted stock units vest and convert into 1,389 shares of Ziff Davis common stock on 12/16/2025, with a portion of those shares withheld to cover taxes.

How many Ziff Davis (ZD) shares vested for the Chief Accounting Officer?

On 12/16/2025, 1,389 restricted stock units vested and converted into 1,389 shares of Ziff Davis common stock on a one-for-one basis at no cost.

How many Ziff Davis (ZD) shares were withheld for taxes and at what price?

To pay a tax liability related to the RSU vesting, 500 shares of Ziff Davis common stock were withheld at a price of $35.83 per share.

How many Ziff Davis (ZD) shares and RSUs does the officer hold after the transaction?

After the reported transactions, the officer directly owns 889 shares of Ziff Davis common stock and 2,778 restricted stock units that each convert into one share.

What is the reporting person’s role at Ziff Davis (ZD)?

The reporting person is an officer of Ziff Davis, serving as the company’s Chief Accounting Officer, and is not listed as a director or 10% owner.

Do Ziff Davis (ZD) restricted stock units in this filing have an expiration date?

According to the disclosure, the restricted stock units have no expiration dates and convert into common stock on a one-for-one basis.

Under what plan were the Ziff Davis (ZD) RSUs granted?

The RSUs referenced in this filing are associated with the issuer’s 2024 Equity Incentive Plan, as noted in the explanation of responses.