Ziff Davis (ZD) CAO logs RSU conversion and 905-share tax withholding

Rhea-AI Filing Summary

ZIFF DAVIS, INC. Chief Accounting Officer Lori A. Tansley reported equity compensation activity involving restricted stock units (RSUs) on common stock. She acquired 2,183 shares of common stock upon the exercise or conversion of RSUs, which convert into common stock on a one-for-one basis with no expiration date. In connection with this vesting, 905 shares of common stock were disposed of at $43.65 per share to cover a tax liability by withholding securities. After these transactions, she directly owned 2,167 shares of common stock and 4,367 RSUs.

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)
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		2,183	A	$0	3,072	D
Common Stock, $0.01 par value	03/05/2026		F		905(1)	D	$43.65	2,167	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			2,183	03/05/2026	(3)	Common Stock, $0.01 par value	2,183	$0	4,367	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:

	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 ZD executive Lori A. Tansley report on this Form 4?

Lori A. Tansley reported RSU-related transactions, acquiring 2,183 common shares through RSU conversion and disposing of 905 shares for tax withholding. These movements reflect equity compensation vesting rather than open-market buying or selling activity.

Were the ZD insider’s share dispositions open-market sales?

No, the 905-share disposition was for tax withholding at $43.65 per share, incident to RSU vesting. The shares were withheld to satisfy a tax liability, not sold as a discretionary open-market transaction by the executive.

How many ZD shares and RSUs does Lori A. Tansley hold after these transactions?

After the reported activity, Lori A. Tansley directly held 2,167 shares of Ziff Davis common stock and 4,367 restricted stock units. The RSUs convert into common stock on a one-for-one basis under the company’s 2024 Equity Incentive Plan.

What price was used for the ZD tax-withholding share disposition?

The tax-withholding disposition used a price of $43.65 per share for 905 shares of common stock. This transaction satisfied tax obligations related to RSU vesting under the 2024 Equity Incentive Plan, rather than representing an open-market sale.

How do ZD restricted stock units convert into common shares for this insider?

The restricted stock units convert into Ziff Davis common stock on a one-for-one basis, as noted in the filing footnotes. There is no expiration date on the RSUs, and conversion occurs in connection with vesting events under the 2024 Equity Incentive Plan.

What equity plan governs the ZD RSU transactions reported by Lori A. Tansley?

The RSU transactions are governed by Ziff Davis’s 2024 Equity Incentive Plan. Under this plan, RSUs convert into common stock on a one-for-one basis, and shares can be withheld to cover related tax liabilities at vesting.