ZD insider Vivek Shah reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Ziff Davis (ZD) Chief Executive Officer Vivek R. Shah, who also serves as a director, reported equity transactions in company stock. On 11/21/2025, restricted stock units (RSUs) covering 27,904 shares of Ziff Davis common stock vested and were converted into shares on a one-for-one basis at an exercise price of $0. To cover associated tax obligations, 14,244 shares were withheld at a price of $30.35 per share.

After these transactions, Shah continued to hold Ziff Davis shares both indirectly through family trusts and directly in his own name, reflecting an ongoing equity stake in the company.

Insider Trade Summary

27,904 shares exercised/converted

Mixed 5 txns

Insider Shah Vivek

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	27,904	$0.00	--
Exercise	Common Stock $0.01 Par Value	27,904	$0.00	--
Tax Withholding	Common Stock $0.01 Par Value	14,244	$30.35	$432K
holding	Common Stock $0.01 Par Value	--	--	--
holding	Common Stock $0.01 Par Value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock $0.01 Par Value — 324,399 shares (Indirect, See footnote.); Common Stock $0.01 Par Value — 190,899 shares (Direct)

Footnotes (1)

1. Reflects shares held by the Vivek R Shah Revocable Trust, of which the Reporting Person is the beneficiary and trustee. 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. 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. RSUs convert into common stock on a one-for-one basis. There is no expiration date 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

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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)
11/21/2025

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	11/21/2025		M		27,904	A	$0	324,399	I	See footnote.(1)
Common Stock $0.01 Par Value	11/21/2025		F(2)		14,244	D	$30.35	310,155	I	See footnote.(1)
Common Stock $0.01 Par Value								110,000	I	See footnote.(3)
Common Stock $0.01 Par Value								190,899	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	(4)	11/21/2025	11/21/2025	M		27,904		11/21/2025	(5)	Common Stock, $0.01 par value	27,904	$0	0	D

Explanation of Responses:

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

2. 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.

3. 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.

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

5. There is no expiration date on RSUs.

Remarks:

	/s/ Jeremy Rossen, as Attorney-in-fact	11/21/2025
	** 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).
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) disclose in this Form 4 filing?

The filing shows that Vivek R. Shah, Ziff Davis's Chief Executive Officer and director, had 27,904 RSUs vest into common stock on 11/21/2025 and had shares withheld to satisfy taxes.

How many Ziff Davis RSUs vested for the CEO in this transaction?

27,904 restricted stock units vested and converted into the same number of shares of Ziff Davis common stock at an exercise price of $0 per share.

How were taxes handled on the vested Ziff Davis RSUs for Vivek R. Shah?

The Form 4 reports a transaction coded F, indicating that 14,244 shares of Ziff Davis common stock were withheld at $30.35 per share to pay a tax liability related to the RSU vesting.

Does Vivek R. Shah hold Ziff Davis (ZD) shares through trusts?

Yes. The filing explains that some shares are held by the Vivek R Shah Revocable Trust, where he is beneficiary and trustee, and by the Vivek R Shah Irrevocable Family Trust, where his spouse is trustee and his spouse and children are beneficiaries.

What do the Form 4 footnotes say about the Ziff Davis RSUs?

The footnotes state that RSUs convert into Ziff Davis common stock on a one-for-one basis and that there is no expiration date on the RSUs reported in this filing.

Is this Ziff Davis Form 4 filed for one reporting person or a group?

The form is indicated as being filed by one reporting person, covering transactions for Vivek R. Shah only.