Ziff Davis (NASDAQ: ZD) EVP reports stock from RSU vesting

Rhea-AI Filing Summary

Ziff Davis EVP and General Counsel Jeremy Rossen reported multiple stock transactions tied to restricted stock units (RSUs). On March 6, 2026 and March 8, 2026, RSUs converted into common stock on a one-for-one basis, reflecting 3,302 and 1,808 shares, respectively. Some of the newly delivered shares, totaling 1,184 and 648 on those dates, were withheld at $42.32 per share to cover tax liabilities incident to RSU vesting under the 2015 Stock Option Plan. After these moves, Rossen directly held 21,969 common shares and also had 2,000 shares held indirectly by The Jeremy and Gina Rossen Family Trust, where he and his spouse serve as trustees and their children are beneficiaries. RSUs outstanding after these transactions included 3,302 and 1,808 units with no expiration dates.

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^*

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)
03/06/2026

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	03/06/2026		M		3,302	A	$0	21,993	D
Common Stock, $0.01 par value	03/06/2026		F(1)		1,184	D	$42.32	20,809	D
Common Stock, $0.01 par value	03/08/2026		M		1,808	D	$0	22,617	D
Common Stock, $0.01 par value	03/08/2026		F(1)		648	D	$42.32	21,969	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)	03/06/2026		M			3,302	03/06/2026	(4)	Common Stock, $0.01 par value	3,302	$0	3,302	D
Restricted Stock Units	(3)	03/08/2026		M			1,808	03/08/2026	(4)	Common Stock, $0.01 par value	1,808	$0	1,808	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	03/09/2026
	** 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.
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FAQ

What insider transactions did ZD EVP Jeremy Rossen report on this Form 4?

Jeremy Rossen reported RSU conversions into Ziff Davis common stock and related share withholding for taxes. RSUs delivering 3,302 and 1,808 shares converted one-for-one, while 1,184 and 648 shares were withheld to satisfy tax liabilities at $42.32 per share.

How many Ziff Davis (ZD) shares does Jeremy Rossen hold after these transactions?

After the reported transactions, Jeremy Rossen directly held 21,969 shares of Ziff Davis common stock. In addition, 2,000 shares were held indirectly by The Jeremy and Gina Rossen Family Trust, where he and his spouse are trustees and his children are beneficiaries.

What was the purpose of the ZD share dispositions reported by Jeremy Rossen?

The dispositions were payments of tax liabilities by withholding Ziff Davis shares that vested from RSUs. Shares totaling 1,184 and 648 were delivered back at $42.32 per share, consistent with tax-withholding dispositions under the company’s 2015 Stock Option Plan.

How do Jeremy Rossen’s restricted stock units (RSUs) in Ziff Davis (ZD) work?

Rossen’s RSUs convert into Ziff Davis common stock on a one-for-one basis, as disclosed in the filing. The RSUs reported, including 3,302 and 1,808 units, have no expiration dates, meaning they remain outstanding until they vest and convert into shares.

What indirect ownership in Ziff Davis (ZD) stock is reported for Jeremy Rossen?

The filing shows 2,000 Ziff Davis common shares held indirectly by The Jeremy and Gina Rossen Family Trust. Jeremy Rossen and his spouse are trustees of the trust, and the beneficiaries are their children, indicating family-related indirect ownership of these shares.