Ziff Davis (ZD) CEO converts 43,664 RSUs, with tax share withholding

Rhea-AI Filing Summary

Ziff Davis, Inc. Chief Executive Officer Vivek Shah reported equity award activity involving restricted stock units and common shares. On March 5, 2026, he exercised 43,664 restricted stock units, which converted into 43,664 shares of common stock.

A portion of these shares, 22,139 common shares at $43.65 per share, was disposed of to satisfy tax withholding obligations related to the vesting of the restricted stock units under the company’s 2024 Equity Incentive Plan. Following these transactions, Mr. Shah held 87,329 restricted stock units, 164,491 common shares directly, and additional common shares indirectly through family trusts, including the Vivek R Shah Revocable Trust and the Vivek R Shah Irrevocable Family Trust.

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^*

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)
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		43,664	A	$0	370,832(1)	I	See footnote.(2)
Common Stock $0.01 Par Value	03/05/2026		F(3)		22,139	D	$43.65	348,693	I	See footnote.(2)
Common Stock $0.01 Par Value								110,000	I	See footnote.(4)
Common Stock $0.01 Par Value								164,491(5)	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	(6)	03/05/2026	03/06/2026	M		43,664		03/05/2026	(7)	Common Stock, $0.01 par value	43,664	$0	87,329	D

Explanation of Responses:

1. The number of shares indirectly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.

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

3. Payment for a tax liability by withholding securities incident to vesting of a Restricted Stock Units ("RSUs") under the Issuer's 2024 Equity Incentive Plan.

4. 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.

5. The number of shares directly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.

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

7. There is no expiration date on RSUs.

Remarks:

	/s/ 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.
* 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 did Ziff Davis (ZD) CEO Vivek Shah report in this Form 4?

Vivek Shah reported exercising 43,664 restricted stock units that converted into 43,664 Ziff Davis common shares. He also reported related tax withholding dispositions and updated direct and indirect share holdings, including positions held through family trusts.

How many restricted stock units did Vivek Shah convert into Ziff Davis common stock?

Vivek Shah converted 43,664 restricted stock units into 43,664 Ziff Davis common shares on March 5, 2026. The filing notes RSUs convert into common stock on a one-for-one basis, with no expiration date disclosed for these restricted stock units.

Were any Ziff Davis shares sold on the market in this Vivek Shah Form 4?

The Form 4 shows 22,139 Ziff Davis shares disposed of at $43.65 per share for tax withholding. This was recorded under transaction code F, meaning payment of tax liability by withholding securities incident to RSU vesting, rather than an open-market discretionary sale.

How many Ziff Davis shares does Vivek Shah hold after these transactions?

After these transactions, Vivek Shah held 164,491 Ziff Davis common shares directly and 348,693 shares indirectly. He also held 87,329 restricted stock units. The indirect holdings are through family trusts referenced in the footnotes, including revocable and irrevocable trust structures.

How are Vivek Shah’s indirect Ziff Davis holdings structured according to the Form 4?

The Form 4 states some shares are held by the Vivek R Shah Revocable Trust, where he is beneficiary and trustee. Other shares are held by the Vivek R Shah Irrevocable Family Trust, where his spouse is trustee and his spouse and children are beneficiaries, reflecting indirect ownership.