Ziff Davis (ZD) EVP nets RSUs after tax-withholding share disposition

Rhea-AI Filing Summary

Ziff Davis EVP and General Counsel Jeremy Rossen reported equity award activity involving restricted stock units and common shares. He converted 1,385 RSUs into an equal number of Ziff Davis common shares at a stated price of $0.00 per share, consistent with equity awards that settle without cash payment. To cover related tax obligations, 570 common shares were withheld at $41.48 per share, described as payment of a tax liability by delivering securities. After these transactions, Rossen held 19,910 common shares directly and 2,000 common shares indirectly through The Jeremy and Gina Rossen Family Trust, which he and his spouse serve as trustees for, with their children as beneficiaries. The RSUs convert into common stock on a one-for-one basis and have no expiration dates.

Insider Trade Summary

1,385 shares exercised/converted

Mixed 4 txns

Insider ROSSEN JEREMY

Role EVP/General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,385	$0.00	--
Exercise	Common Stock, $0.01 par value	1,385	$0.00	--
Tax Withholding	Common Stock, $0.01 par value	570	$41.48	$24K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.01 par value — 20,480 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 2015 Stock Option 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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hours per response:			0.5

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)
03/03/2025

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	03/03/2025		M		1,385	A	$0	20,480	D
Common Stock, $0.01 par value	03/03/2025		F(1)		570	D	$41.48	19,910	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)	03/03/2025		M			1,385	03/03/2025	(4)	Common Stock, $0.01 par value	1,385	$0	0	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 2015 Stock Option 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	03/05/2025
	** 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 insider transactions did Ziff Davis (ZD) EVP Jeremy Rossen report?

Jeremy Rossen reported exercising 1,385 restricted stock units into Ziff Davis common shares and a related tax-withholding disposition of 570 shares. These actions reflect routine equity award settlement and associated tax payments rather than an open-market purchase or sale.

How many Ziff Davis shares does Jeremy Rossen hold after this Form 4?

Following the reported transactions, Jeremy Rossen directly holds 19,910 Ziff Davis common shares. He also indirectly holds 2,000 additional shares through The Jeremy and Gina Rossen Family Trust, where he and his spouse are trustees and his children are beneficiaries.

Were Jeremy Rossen’s Ziff Davis RSUs exercised for cash?

The 1,385 restricted stock units converted into Ziff Davis common stock at a stated price of $0.00 per share, meaning no cash exercise price was paid. Instead, a portion of the resulting shares was withheld to satisfy tax obligations.

What does the tax-withholding transaction mean for ZD EVP Jeremy Rossen?

The disposition of 570 shares at $41.48 was used to pay a tax liability tied to RSU vesting. This is described as payment of tax by delivering securities, indicating it was a withholding event, not an ordinary open-market stock sale.

How do Rossen’s Ziff Davis RSUs convert into common stock?

The filing states that RSUs convert into Ziff Davis common stock on a one-for-one basis. It also notes there are no expiration dates on these RSUs, meaning they do not lapse based on a fixed time limit once granted.

What indirect Ziff Davis ownership does Jeremy Rossen report?

Jeremy Rossen reports 2,000 Ziff Davis common shares held indirectly by The Jeremy and Gina Rossen Family Trust. He and his spouse serve as trustees of this trust, and the beneficiaries are their children, according to the footnote disclosure.