Ziff Davis (ZD) EVP Jeremy Rossen reports RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Ziff Davis EVP and General Counsel Jeremy Rossen reported equity compensation activity involving restricted stock units and common shares. On March 5, 2026, 8,078 RSUs converted into an equal number of Ziff Davis common shares at no cost to him under the company’s 2024 Equity Incentive Plan. To cover associated tax obligations, 2,950 common shares were withheld and disposed of at $43.65 per share, a tax-withholding transaction rather than an open-market sale. After these changes, Rossen continues to hold common stock directly and also has 2,000 shares held indirectly through The Jeremy and Gina Rossen Family Trust, where he and his spouse serve as trustees.

Insider Trade Summary

8,078 shares exercised/converted

Mixed 4 txns

Insider ROSSEN JEREMY

Role EVP/General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,078	$0.00	--
Exercise	Common Stock, $0.01 par value	8,078	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	2,950	$43.65	$129K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 16,156 shares (Direct); Common Stock, $0.01 par value — 25,988 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 2024 Equity Incentive 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
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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^*

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)
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		8,078	A	$0	25,988	D
Common Stock, $0.01 par value	03/05/2026		F(1)		2,950	D	$43.65	23,038	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)	03/05/2026		M			8,078	03/05/2026	(4)	Common Stock, $0.01 par value	8,078	$0	16,156	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. 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	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).
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.

FAQ

What did Ziff Davis (ZD) EVP Jeremy Rossen report in this Form 4 filing?

Jeremy Rossen reported RSU vesting and related share movements. 8,078 restricted stock units converted into common stock, and 2,950 common shares were withheld to satisfy tax obligations under Ziff Davis’s 2024 Equity Incentive Plan.

Were Jeremy Rossen’s Ziff Davis (ZD) transactions open-market buys or sells?

The transactions were not open-market trades. RSUs converted into common stock at no cost, and 2,950 shares were disposed of solely to cover tax liabilities, as described in the tax-withholding footnote to the filing.

How many Ziff Davis (ZD) shares were used for Jeremy Rossen’s tax withholding?

2,950 Ziff Davis common shares were delivered to cover tax liabilities. The filing notes this disposition was a payment of tax by withholding securities as RSUs vested under the 2024 Equity Incentive Plan.

What does the one-for-one RSU conversion mean for Ziff Davis (ZD) stock?

Each restricted stock unit converted into one share of Ziff Davis common stock. The filing specifies RSUs convert on a one-for-one basis, so 8,078 RSUs produced 8,078 common shares upon vesting.

How are Jeremy Rossen’s indirect Ziff Davis (ZD) holdings structured?

2,000 Ziff Davis shares are held indirectly through The Jeremy and Gina Rossen Family Trust. The filing explains Rossen and his spouse are trustees, and the trust’s beneficiaries are their children, indicating family-related ownership.

Do Ziff Davis (ZD) RSUs reported by Jeremy Rossen have an expiration date?

The RSUs have no expiration date. A footnote states there are no expiration dates on RSUs, meaning they remain outstanding until they vest and convert into Ziff Davis common stock as specified by the plan.