STOCK TITAN

Ermenegildo Zegna (NYSE: ZGN) lifts DTC and Americas while China and wholesale decline

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ermenegildo Zegna Group’s 2025 revenue was broadly flat, with growth shifting toward direct-to-consumer (DTC) and the Americas while wholesale and Greater China weakened. The Group reported preliminary, unaudited 2025 revenues of €1,916.9 million, down 1.5% year-on-year but up 1.1% on an organic basis. Fourth-quarter revenues were €591.0 million, up 0.3% reported and 4.6% organic, reflecting a clear improvement versus earlier in the year.

DTC was the main engine: 2025 DTC revenues reached €1,449.0 million, rising 4.2% year-on-year and 7.9% organic, and accounted for 82% of branded revenue. By contrast, wholesale branded revenues fell 20.9% to €318.1 million, consistent with the strategy to prioritize direct channels.

By brand, ZEGNA grew 1.5% reported and 4.7% organic in 2025, with Q4 DTC up 10.3% organic. Thom Browne’s revenues declined 14.7% (–12.2% organic), while FORD FASHION edged up 0.8% (3.1% organic). Regionally, the Americas stood out with 7.9% reported and 12.0% organic growth, while the Greater China Region declined 14.6% reported and 11.9% organic.

The Group also introduced a new leadership structure effective January 1, 2026, with Ermenegildo “Gildo” Zegna as Group Executive Chairman, Gianluca Tagliabue as Group CEO (subject to shareholder approval), and Edoardo and Angelo Zegna as Co-CEOs of the ZEGNA brand. After year-end, Saks Global filed for Chapter 11, and the Group is negotiating over past-due payables, without quantified impact yet.

Positive

  • DTC-driven growth and mix improvement: Direct-to-consumer revenues rose to €1,449.0 million in 2025, up 4.2% reported and 7.9% organic, reaching 82% of branded sales and supporting higher control over distribution and customer relationships.
  • Strong performance in the Americas: 2025 revenues in the Americas increased to €566.1 million, up 7.9% reported and 12.0% organic, with Q4 organic growth of 15.6%, highlighting this region as a key growth engine.

Negative

  • Weakness in Greater China: The Greater China Region’s 2025 revenues fell to €435.2 million, a 14.6% reported decline and 11.9% organic drop, with Q4 also down double digits reported and organic.
  • Sharp decline in wholesale channel: Wholesale branded revenues decreased from €402.3 million to €318.1 million in 2025, a 20.9% reported and 20.2% organic contraction, significantly reducing volume in that channel even if aligned with the DTC-focused strategy.

Insights

Revenue mix shifts toward DTC and Americas while wholesale and Greater China soften.

Ermenegildo Zegna Group delivered largely stable 2025 revenues of €1,916.9 million, down 1.5% reported but up 1.1% organic, with Q4 organic growth of 4.6%. The strategic pivot to direct-to-consumer is evident: DTC reached €1,449.0 million, up 7.9% organic, and now represents 82% of branded sales.

Wholesale branded revenues declined 20.9% year-on-year to €318.1 million, reflecting deliberate channel tightening at ZEGNA, Thom Browne and FORD FASHION. By brand, ZEGNA showed modest growth (4.7% organic), while Thom Browne revenues fell 12.2% organic and FORD FASHION rose 3.1% organic, highlighting differing trajectories within the portfolio.

Regionally, the Americas were strong with 12.0% organic revenue growth to €566.1 million, whereas the Greater China Region declined 11.9% organic to €435.2 million. Leadership changes effective January 1, 2026 and Saks Global’s Chapter 11 filing introduce execution and credit-collection considerations, but their financial impact is not quantified in these preliminary figures.



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 6-K
_______________________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 001-41180
_______________________________
Ermenegildo Zegna N.V.
(Translation of registrant’s name into English)
_______________________________
Viale Roma 99/100
13835 Valdilana loc. Trivero
Italy
(Address of principal executive offices)
_______________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
The press release attached hereto as Exhibit 99.1 is hereby incorporated by reference into the registration statement on Form F-3 (No. 333-271155) of Ermenegildo Zegna N.V. and shall be a part thereof from the date on which this press release is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.





    





The following exhibit is furnished herewith:

Exhibit 99.1 Press Release, dated February 2, 2026.








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
    

Date: February 2, 2026
ERMENEGILDO ZEGNA N.V.
By: /s/ Gian Franco Santhià
Name: Gian Franco Santhià
Title: Chief Financial Officer




EXHIBIT INDEX

Exhibit NumberExhibit Description
99.1Press Release, dated February 2, 2026.

Exhibit 99.1

logoez.jpg
ERMENEGILDO ZEGNA GROUP REPORTS FY 2025 REVENUES1 OF €1,917 MILLION, WITH AN IMPROVEMENT IN Q4 DRIVEN BY DTC AT THE ZEGNA BRAND

Q4 2025 revenues of €591.0 million, +0.3% YoY and +4.6% organic2 confirming a sequential acceleration versus Q3, driven primarily by the Group’s strategic priority on DTC:
By Channel: DTC3 +3.9% Year-on-Year (YoY) and +9.6% organic, with robust growth across all three brands. Wholesale performance, -12.9% YoY and -11.6% organic, reflects the Group’s continued focus in the DTC channel.
By Brand: ZEGNA brand +2.4% YoY and +7.4% organic with a solid performance in DTC (+5.2% YoY and +10.3% organic), in sequential acceleration versus Q3. Thom Browne -3.7% YoY and +1.4% organic with positive DTC (+3.0% YoY and +11.2% organic). TOM FORD FASHION -2.3% YoY and +1.5% organic with DTC -1.3% YoY and +4.8% organic.
By Geography: the Americas continued to outperform the other regions with continued strength in EMEA.
FY 2025 revenues of €1,916.9 million, -1.5% YoY and +1.1% organic.
February 2, 2026 – MILAN—(Business Wire)—Ermenegildo Zegna N.V. (NYSE:ZGN) (the “Company” and, together with its consolidated subsidiaries, the “Ermenegildo Zegna Group” or the “Group”) today announced preliminary and unaudited revenues of €1,916.9 million for fiscal year 2025, -1.5% YoY from €1,946.6 million in fiscal year 2024 (+1.1% organic). In the fourth quarter of 2025 revenues reached €591.0 million, +0.3% YoY and +4.6% organic.

Ermenegildo “Gildo” Zegna, Executive Chairman of the Ermenegildo Zegna Group, commented: “The last quarter of the year delivered organic revenue growth of +10% in our strategic DTC channel at Group level, with a sequential improvement and the positive contribution of each of our three brands. ZEGNA, in particular, accelerated further during the quarter boosted by a double-digit organic growth in the DTC channel. This performance confirms the strength of our vision and the relevance of our strategy. 2025 was also a milestone year for our Group and for our family. I have decided to take a step forward as we empower the next generation of leaders. Gianluca Tagliabue has taken the role of Group’s CEO, and I passed the torch to the fourth generation, with Edoardo and Angelo Zegna now leading the ZEGNA brand.

I remain deeply committed to protecting our legacy. Our uniqueness, our continuous pursuit of excellence and our unmatched Filiera are the essence of our heritage and the foundation of our strategy. These elements came to life in the recent ZEGNA fashion show, A Family Closet, where the brand opened the doors of the familys archives to forge beautifully crafted, timeless collections. It is with this clarity that we look ahead to the coming months. In a volatile environment, we move forward with prudence and focused priorities, grounded in the values of our unique legacy, shaped over generations and consistently embedded in our actions”.
1 Throughout this press release, revenues for the year 2025 and for the fourth quarter of 2025 are preliminary and unaudited. The unaudited revenues for the year 2025 included in this release are subject to the completion of accounting and annual audit procedures and therefore subject to change.

2 Revenues on an organic growth basis (organic or organic growth) and on a constant currency basis (constant currency), are non-IFRS financial measures. Constant currency growth is calculated excluding foreign exchange. Organic growth is calculated excluding (a) foreign exchange, (b) acquisitions & disposals, and (c) changes in license agreements where the Group operates as a licensee. See the non-IFRS financial measures section starting on page 7 of this press release for the definition and reconciliation of non-IFRS financial measures.

3 DTC: Direct-to-Consumer
1


Revenues Analysis - FY 2025 and Q4 2025

REVENUES BY BRAND AND PRODUCT LINE (Unaudited)

FY 2025 vs FY 2024Q4 2025 vs Q4 2024
(€ thousands, except percentages)20252024%Organic20252024%Organic
ZEGNA brand1,181,5831,163,7221.5%4.7%361,738353,1122.4%7.4%
Thom Browne268,469314,712(14.7%)(12.2%)91,10894,645(3.7%)1.4%
TOM FORD FASHION317,056314,5140.8%3.1%98,322100,590(2.3%)1.5%
Textile134,229138,153(2.8%)(3.1%)37,35836,6102.0%1.0%
Other (1)
15,61015,5460.4%0.8%2,5024,274(41.5%)(40.9%)
Total revenues1,916,9471,946,647(1.5%)1.1%591,028589,2310.3%4.6%
________________________________________
(1)Other mainly includes revenues from agreements with third party brands.

In FY 2025, revenues for the ZEGNA brand were €1,181.6 million compared €1,163.7 million in FY 2024 (+1.5% YoY and +4.7% organic). In Q4, the brand reached revenues of €361.7 million, +2.4% YoY and +7.4% organic, driven by a solid sequential acceleration in the DTC channel.

In FY 2025, revenues for the Thom Browne brand amounted to €268.5 million, compared to €314.7 million in FY 2024 (-14.7% YoY and -12.2% organic). In Q4, the brand reported revenues of €91.1 million, -3.7% YoY and +1.4% organic, with double-digit growth in the DTC channel, offset by the continued streamlining of the wholesale business.

In FY 2025, revenues for TOM FORD FASHION (TFF) amounted to €317.1 million, compared to €314.5 million in FY 2024 (+0.8% YoY and +3.1% organic). In Q4, the brand reported revenues of €98.3 million, -2.3% YoY and +1.5% organic, driven by positive performance in the DTC channel.

Textile revenues were €134.2 million in FY 2025, compared to €138.2 million in FY 2024 (-2.8% YoY and -3.1% organic), with Q4 at +2.0% YoY and +1.0% organic. Other revenues were €15.6 million in FY 2025, compared to €15.5 million in FY 2024 (+0.4% YoY and +0.8% organic).


2


REVENUES BY DISTRIBUTION CHANNEL (Unaudited)

FY 2025 vs FY 2024Q4 2025 vs Q4 2024
(€ thousands, except percentages)20252024%Organic20252024%Organic
Direct to Consumer (DTC)
ZEGNA brand1,045,2751,004,3084.1%7.4%330,401314,0655.2%10.3%
Thom Browne191,493186,0662.9%7.9%60,59258,8553.0%11.2%
TOM FORD FASHION212,215200,3025.9%9.8%63,24764,111(1.3%)4.8%
Total Direct to Consumer (DTC)1,448,9831,390,6764.2%7.9%454,240437,0313.9%9.6%
As a percentage of branded products (1)
82%78%82%80%
Wholesale branded
ZEGNA brand136,308159,414(14.5%)(12.5%)31,33739,047(19.7%)(16.5%)
Thom Browne76,976128,646(40.2%)(40.0%)30,51635,790(14.7%)(14.1%)
TOM FORD FASHION104,841114,212(8.2%)(8.3%)35,07536,479(3.8%)(4.1%)
Total Wholesale branded318,125402,272(20.9%)(20.2%)96,928111,316(12.9%)(11.6%)
As a percentage of branded products18%22%18%20%
Textile134,229138,153(2.8%)(3.1%)37,35836,6102.0%1.0%
Other (2)
15,61015,5460.4%0.8%2,5024,274(41.5%)(40.9%)
Total revenues1,916,9471,946,647(1.5%)1.1%591,028589,2310.3%4.6%
________________________________________
(1)Branded products refer to the products sold under the three brands that the Group operates, through the DTC or wholesale branded distribution channels.
(2)Other mainly includes revenues from agreements with third party brands.

DTC Revenues Analysis

In FY 2025, Group DTC revenues were €1,449.0 million compared to €1,390.7 million in FY 2024 (+4.2% YoY and +7.9% organic). In Q4 the channel reported +3.9% YoY and +9.6% organic growth, reflecting sequential acceleration driven by ZEGNA and Thom Browne.

ZEGNA DTC revenues grew +4.1% YoY and +7.4% organic in FY 2025. In Q4, DTC revenues reported +5.2% YoY and +10.3% organic, driven by EMEA, particularly the Middle East, and the Americas, notably the U.S. At the end of December, ZEGNA operated 282 Directly Operated Stores (DOS), unchanged from the end of September 2025.

Thom Browne DTC revenues were up +2.9% YoY and +7.9% organic in FY 2025. In Q4, DTC revenues reported +3.0% YoY and +11.2% organic, in sequential acceleration mainly driven by the Americas and Japan, supported by some significant store openings. At the end of December, Thom Browne counted 123 DOS, with 1 net closure in Q4 in Asia.

TOM FORD FASHION DTC revenues were up +5.9% YoY and +9.8% organic in FY 2025. In Q4, DTC revenues were down 1.3% YoY (+4.8% organic) driven by the positive performance in EMEA and Rest of APAC. Q4 performance was in sequential slowdown, since Q3 benefitted by a dense commercial and marketing boost. At the end of December, TOM FORD FASHION counted 66 DOS, in line with the number at the end of September 2025.

Wholesale Branded Revenues Analysis

In FY 2025, wholesale branded revenues were €318.1 million, compared to €402.3 million in FY 2024 (-20.9% YoY and -20.2% organic). In Q4, wholesale branded revenues were €96.9 million, -12.9% YoY and -11.6% organic.
ZEGNA wholesale revenues were €136.3 million in FY 2025, compared to €159.4 million in FY 2024 (-14.5% YoY and -12.5% organic), with Q4 down 19.7% YoY (-16.5% organic). This performance largely reflects the decision to limit the distribution of some iconic products.
3


Thom Browne wholesale revenues decreased to €77.0 million in FY 2025, compared to €128.6 million in FY 2024 (-40.2% YoY and -40.0% organic). Q4 performance was -14.7% YoY and -14.1% organic, reflecting the decision to defocus from this channel.
TOM FORD FASHION wholesale revenues were €104.8 million in FY 2025, compared to €114.2 million in FY 2024 (-8.2% YoY and -8.3% organic) in line with the strategy to strengthen the direct control on distribution. In Q4, TFF reported -3.8% YoY and -4.1% organic.
REVENUES BY GEOGRAPHIC AREA (Unaudited)

FY 2025 vs FY 2024Q4 2025 vs Q4 2024
(€ thousands, except percentages)20252024%Organic20252024%Organic
EMEA (1)
683,846680,2590.5%1.4%203,883194,6734.7%6.5%
Americas (2)
566,069524,7907.9%12.0%182,018166,6039.3%15.6%
Greater China Region435,173509,378(14.6%)(11.9%)134,676156,294(13.8%)(9.9%)
Rest of APAC (3)
228,809229,877(0.5%)3.8%69,72371,074(1.9%)5.1%
Other (4)
3,0502,34330.2%31.2%72858724.0%26.4%
Total revenues1,916,9471,946,647(1.5%)1.1%591,028589,2310.3%4.6%
_______________________________________
(1)EMEA includes Europe, the Middle East and Africa.
(2)Americas includes the United States of America, Canada, Mexico, Brazil and other Central and South American countries.
(3)Rest of APAC includes Japan, South Korea, Singapore, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.
(4)Other revenues mainly include royalties.

In FY 2025, EMEA recorded revenues of €683.8 million (+0.5% YoY and +1.4% organic), representing 36% of the Group’s revenues. In Q4 2025, the region recorded +4.7% YoY and +6.5% organic growth, mainly driven by solid DTC performance from both local clients and travelers.
In FY 2025, revenues in the Americas amounted to €566.1 million (+7.9% YoY and +12.0% organic), representing 30% of the Group’s revenues. In Q4 2025, the region reported +9.3% YoY and +15.6% organic growth, with very strong results at ZEGNA and Thom Browne.
In FY 2025, the Greater China Region (GCR) recorded revenues of €435.2 million (-14.6% YoY and -11.9% organic), representing 23% of the Group’s revenues. In Q4, GCR revenues were -13.8% YoY and -9.9% organic. The slight deterioration compared to Q3 was driven by a slowdown at Thom Browne and TFF DTC, as well as the Group’s wholesale performance, influenced by different delivery timing.
In FY 2025, revenues in the Rest of APAC reached €228.8 million (-0.5% YoY and +3.8% organic). Q4 2025 revenues were -1.9% YoY and +5.1% organic, driven by sequential improvement at ZEGNA and solid performance by TFF in the region.
4



Group Monobrand(1) Store Network at December 31, 2025
At December 31, 2025At September 30, 2025At December 31, 2024
StoresZEGNAThom BrowneTOM FORD FASHIONGroupZEGNAThom BrowneTOM FORD FASHIONGroupZEGNAThom BrowneTOM FORD FASHIONGroup
EMEA7910121017810121007691196
Americas763514125763513124722813113
Greater China Region743612122753813126784012130
Rest of APAC
534228123534128122553928122
Total Direct to Consumer (DTC)282123664712821246647228111664461
EMEA414166141516624451665
Americas571461045914610659146106
Greater China Region991891019111021
Rest of APAC
543125511145211
Total Wholesale112186519511421631981182164203
Total394141131666396145129670399137128664
________________________________________
(1)Monobrand store count includes our DOS (which are divided into boutiques and outlets) and our Wholesale monobrand stores (including also monobrand franchisees).
***

SIGNIFICANT EVENTS IN THE FOURTH QUARTER OF 2025

New Leadership Structure
On November 24, 2025, Ermenegildo Zegna Group announced a new leadership structure for the Group and for the ZEGNA brand, effective January 1, 2026. Ermenegildo “Gildo” Zegna has assumed the role of Group Executive Chairman, Gianluca Tagliabue has assumed the role of Group CEO subject to shareholders’ approval at the next annual general meeting while Gian Franco Santhià has been appointed as Group CFO. Edoardo and Angelo Zegna, members of the fourth generation of the Zegna family, have been appointed as Co-CEOs of the ZEGNA brand.
SIGNIFICANT EVENTS AFTER DECEMBER 31, 2025

SAKS GLOBAL
On January 13, 2026, Saks Global filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code. At the time of this press release, Saks Global is negotiating terms with vendors, including the Ermenegildo Zegna Group, with respect to past due payables. At present, the Company does not have sufficient information to comment further.

About Ermenegildo Zegna Group
Founded in 1910 in Trivero, Italy, the Ermenegildo Zegna Group (NYSE:ZGN) is a global luxury company with a leading position in the high-end menswear business. Through its three complementary brands, the Group reaches a wide range of communities and market segments across the high-end fashion industry, from ZEGNA’s timeless luxury to the modern tailoring of Thom Browne, to luxury glamour with TOM FORD FASHION. The Ermenegildo Zegna Group is internationally recognized for its unique Filiera, owned and controlled by the Group, which is made up of the finest Italian textile producers fully integrated with unique luxury manufacturing capabilities, to ensure superior excellence, quality and innovation capacity. The Ermenegildo Zegna Group has more than 7,200 employees and recorded revenues of €1.92 billion in 2025.
***
5


Contacts

Paola Durante, Chief of External Relations and Sustainability
Alice Poggioli, Investor Relations Director

ir@zegna.com / corporatepress@zegna.com
***

Forward Looking Statements
This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available to the Company. In particular, statements regarding future financial performance and the Group’s expectations as to the achievement of certain targeted metrics at any future date or for any future period are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek”, “aspire,” “goal,” “outlook,” “guidance,” “forecast,” “prospect” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements, and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in forward-looking statements as a result of a variety of factors, including: the recognition, integrity and reputation of our brands; our ability to anticipate trends and to identify and respond to new and changing consumer preference; pandemics or other public health crises; international business, regulatory, social and political risks; restrictions on trade and the imposition of tariffs among countries; political instability, geopolitical tensions or conflicts and the imposition of sanctions (including armed conflicts, such as the war in Ukraine and the conflict in the Middle East, and sanctions imposed onto Russia); the occurrence of acts of terrorism or similar events, conflicts or civil unrest; existing or future disputes, proceedings or litigation; future sales of our securities in the public market; our ability to maintain compliance with applicable listing standards; volatility in our share price; our ability to implement our strategy; recent and potential future acquisitions; disruption to our manufacturing and logistics facilities, as well as our directly operated stores; risks related to the sale of our products through our direct-to-consumer channel; risks related to our wholesale channel, including as concerns points of sale operated by third parties, the risk of insolvency of our wholesale customers, and our dependence on our local partners to sell our products in certain markets; fluctuations in the price or quality of, or disruptions in the availability of, raw materials; our ability to negotiate, maintain or renew our license or co-branding agreements with high end third party brands; tourist traffic and demand; our dependence on certain key senior personnel as well as skilled personnel; our ability to protect our intellectual property rights; any malfunction or disruption in our information technology and networks, including as a result of cybercrime; the theft or unauthorized use of personal information of our customers, employees or other parties; fluctuations in currency exchange rates or interest rates; credit risk; the high level of competition in the industry in which we operate; global economic conditions and macro events, including inflation; changes in, or failures to comply with, applicable laws and regulations, or actions taken by regulatory authorities; climate change and other environmental impacts and our ability to meet our customers’ and other stakeholders’ expectations on environment, social and governance matters; the enactment of tax reforms or other changes in tax laws and regulations; and other risks and uncertainties, including those described in our filings with the SEC.
Most of these factors are outside the Company’s control and are difficult to predict. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company and its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of the Company as of the date of this communication. Subsequent events, factors and developments may cause that view to change, and it is not possible to assess the impact of such event, factor or development on the Company’s and the Group’s business. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company disclaims any obligation to update or revise publicly forward-looking statements. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this communication.

***

6


Appendix

REVENUES BY SEGMENT (Unaudited)
FY 2025 vs FY 2024Q4 2025 vs Q4 2024
(€ thousands, except percentages)20252024%Organic20252024%Organic
Zegna1,363,1771,348,8391.1%3.7%411,944404,4261.9%6.0%
Thom Browne268,899314,818(14.6%)(12.1%)91,24894,417(3.4%)1.8%
Tom Ford Fashion317,056314,5140.8%3.1%98,322100,586(2.3%)1.5%
Intersegment eliminations(32,185)(31,524)
n.m.(*)
n.m.(10,486)(10,198)n.m.n.m.
Total revenues1,916,9471,946,647(1.5%)1.1%591,028589,2310.3%4.6%
_______________________________________
(*) Throughout this section “n.m” means not meaningful.

Intersegment eliminations include revenues from products that the Textile and Other lines (included in the Zegna segment) sell to the Group’s brands.

Non-IFRS Financial Measures
The Group’s management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: revenues on a constant currency basis (Constant Currency) and revenues on an organic growth basis (organic or organic growth). The Group’s management believes that these non-IFRS financial measures provide useful and relevant information regarding the Group’s financial performance and financial condition, and improve the ability of management and investors to assess and compare the financial performance and financial position of the Group with those of other companies. They also provide comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other strategic and operational decisions. While similar measures are widely used in the industry in which the Group operates, the financial measures that the Group uses may not be comparable to other similarly named measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS Accounting Standards. A definition, explanation of relevance and a reconciliation of each non-IFRS financial measure to the most directly comparable measure calculated and presented in accordance with IFRS Accounting Standards are set out below.
Revenues on a constant currency basis (Constant Currency)

In addition to presenting our revenues on a current currency basis, we also present certain revenue information on a constant currency basis (Constant Currency), which excludes the effects of foreign currency translation from our subsidiaries with functional currencies different from the Euro.
We calculate Constant Currency revenues by applying the current period average foreign currency exchange rates to translate prior period revenues of foreign subsidiaries expressed in local functional currencies different than the Euro.

We use revenues on a Constant Currency basis to analyze how our underlying revenues have changed between periods independent of the effects of foreign currency translation.

Revenues on a Constant Currency basis are not a substitute for revenues on a current currency basis or any IFRS-related measures, however we believe that revenues excluding the impact of foreign currency translation provide additional useful information to management and to investors in analyzing and evaluating our revenues and operating performance.

Revenues on an organic growth basis (organic or organic growth)

In addition to presenting our revenues on a current currency basis, we also present certain revenue information on an organic growth basis (organic or organic growth). Organic growth is calculated as the change in revenues from period to period,
7


excluding the effects of (a) foreign exchange, (b) acquisitions and disposals and (c) changes in license agreements where the Group operates as a licensee.
In calculating organic growth, the following adjustments are made to revenues:

(1)Foreign exchange – Current period average foreign currency exchange rates are used to translate prior period revenues of foreign subsidiaries expressed in local functional currencies different than the Euro.
(2)Acquisitions and disposals – Revenues generated by businesses and operations acquired in the current year are excluded. Revenues generated by businesses and operations acquired in the prior year are excluded from the current year for the same period that corresponds to the pre-acquisition period in the prior year. Additionally, where a business or operation was a customer prior to an acquisition, the related pre-acquisition revenues are excluded from the current and prior periods. Revenues generated by businesses and operations disposed of in the current year or prior year are excluded from both periods as applicable.
(3)Changes in license agreements where the Group operates as a licensee – Revenues generated from license agreements where the Group operates as a licensee that are new or terminated in the current year or prior year are excluded from both periods (except if the effects are already included in acquisitions and disposals). Additionally, revenues generated from license agreements where the Group operates as a licensee that experienced a structural change in the scope or perimeter in the current year or prior year are excluded from both periods, including changes to product categories, distribution channels or geographies of the underlying license agreements.

We believe the presentation of revenues on an organic basis is useful to better understand and analyze the underlying change in the Group’s revenues from period to period on a consistent perimeter and constant currency basis.

Revenues on an organic basis are not a substitute for revenues on a current currency basis or any IFRS-related measures, however we believe that revenues excluding the effects of (a) foreign exchange, (b) acquisitions and disposals and (c) changes in license agreements where the Group operates as a licensee provide additional useful information to management and to investors in analyzing and evaluating our revenues and operating performance.

The tables below show a reconciliation of reported revenue performance to Constant Currency, excluding the effects of foreign exchange, and to organic performance, which excludes also acquisitions and disposals and changes in license agreements where the Group operates as a licensee, by segment, by brand and product line, by distribution channel and by geographic area for the year ended December 31, 2025 compared to the year ended December 31, 2024 and for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.
Segment

FY 2025 vs FY 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
Zegna 1.1%(2.7%)3.8%0.1%%3.7%
Thom Browne (14.6%)(2.5%)(12.1%)%%(12.1%)
Tom Ford Fashion0.8%(2.3%)3.1%%%3.1%
Total(1.5%)(2.6%)1.1%%%1.1%


8


Q4 2025 vs Q4 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
Zegna1.9%(4.1%)6.0%%%6.0%
Thom Browne(3.4%)(5.2%)1.8%%%1.8%
Tom Ford Fashion(2.3%)(3.8%)1.5%%%1.5%
Total0.3%(4.3%)4.6%%%4.6%

Brand and product line

FY 2025 vs FY 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
ZEGNA brand1.5%(3.2%)4.7%%%4.7%
Thom Browne(14.7%)(2.5%)(12.2%)%%(12.2%)
TOM FORD FASHION0.8%(2.3%)3.1%%%3.1%
Textile(2.8%)0.3%(3.1%)%%(3.1%)
Other0.4%(0.4%)0.8%%%0.8%
Total(1.5%)(2.6%)1.1%%%1.1%


Q4 2025 vs Q4 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
ZEGNA brand2.4%(5.0%)7.4%%%7.4%
Thom Browne(3.7%)(5.1%)1.4%%%1.4%
TOM FORD FASHION(2.3%)(3.8%)1.5%%%1.5%
Textile2.0%1.0%1.0%%%1.0%
Other(41.5%)(0.6%)(40.9%)%%(40.9%)
Total0.3%(4.3%)4.6%%%4.6%

9


Distribution channel

FY 2025 vs FY 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
Direct to Consumer (DTC)
ZEGNA brand4.1%(3.4%)7.5%0.1%%7.4%
Thom Browne2.9%(5.0%)7.9%%%7.9%
TOM FORD FASHION5.9%(3.9%)9.8%%%9.8%
Total Direct to Consumer (DTC)4.2%(3.7%)7.9%%%7.9%
Wholesale branded
ZEGNA brand(14.5%)(2.0%)(12.5%)%%(12.5%)
Thom Browne(40.2%)(0.2%)(40.0%)%%(40.0%)
TOM FORD FASHION(8.2%)0.1%(8.3%)%%(8.3%)
Total Wholesale branded(20.9%)(0.7%)(20.2%)%%(20.2%)
Textile(2.8%)0.3%(3.1%)%%(3.1%)
Other0.4%(0.4%)0.8%%%0.8%
Total(1.5%)(2.6%)1.1%%%1.1%


Q4 2025 vs Q4 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
Direct to Consumer (DTC)
ZEGNA brand5.2%(5.2%)10.4%0.1%%10.3%
Thom Browne3.0%(8.2%)11.2%%%11.2%
TOM FORD FASHION(1.3%)(6.1%)4.8%%%4.8%
Total Direct to Consumer (DTC)3.9%(5.8%)9.7%0.1%%9.6%
Wholesale branded
ZEGNA brand(19.7%)(3.2%)(16.5%)%%(16.5%)
Thom Browne(14.7%)(0.6%)(14.1%)%%(14.1%)
TOM FORD FASHION(3.8%)0.3%(4.1%)%%(4.1%)
Total Wholesale branded(12.9%)(1.3%)(11.6%)%%(11.6%)
Textile2.0%1.0%1.0%%%1.0%
Other(41.5%)(0.6%)(40.9%)%%(40.9%)
Total0.3%(4.3%)4.6%%%4.6%
10



Geographic area

FY 2025 vs FY 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
EMEA (1)
0.5%(0.9%)1.4%%%1.4%
Americas (2)
7.9%(4.1%)12.0%%%12.0%
Greater China Region(14.6%)(2.7%)(11.9%)%%(11.9%)
Rest of APAC (3)
(0.5%)(4.3%)3.8%%%3.8%
Other (4)
30.2%(1.0%)31.2%%%31.2%
Total(1.5%)(2.6%)1.1%%%1.1%
______________________________________
(1)EMEA includes Europe, the Middle East and Africa.
(2)Americas includes the United States of America, Canada, Mexico, Brazil and other Central and South American countries.
(3)Rest of APAC includes Japan, South Korea, Singapore, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.
(4)Other revenues mainly include royalties.


Q4 2025 vs Q4 2024
Revenues Growthless
Foreign exchange
Constant
Currency
less
Acquisitions and disposals
less
Changes in license agreements where the Group operates as a licensee
Organic
EMEA (1)
4.7%(1.9%)6.6%0.1%%6.5%
Americas (2)
9.3%(6.3%)15.6%%%15.6%
Greater China Region(13.8%)(3.9%)(9.9%)%%(9.9%)
Rest of APAC (3)
(1.9%)(7.0%)5.1%%%5.1%
Other (4)
24.0%(2.4%)26.4%%%26.4%
Total0.3%(4.3%)4.6%%%4.6%
________________________________________
(1)EMEA includes Europe, the Middle East and Africa.
(2)Americas includes the United States of America, Canada, Mexico, Brazil and other Central and South American countries.
(3)Rest of APAC includes Japan, South Korea, Singapore, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.
(4)Other revenues mainly include royalties.


11

FAQ

How did Ermenegildo Zegna (ZGN) perform in 2025 on a revenue basis?

Ermenegildo Zegna reported preliminary 2025 revenues of €1,916.9 million, down 1.5% year-on-year but up 1.1% on an organic basis. Fourth-quarter revenues reached €591.0 million, rising 0.3% reported and 4.6% organic, showing a sequential improvement versus earlier quarters.

What drove Ermenegildo Zegna’s DTC growth in 2025?

Direct-to-consumer revenues reached €1,449.0 million in 2025, up 4.2% year-on-year and 7.9% organic. Growth was supported by all three brands, with ZEGNA and Thom Browne showing double-digit organic DTC increases in Q4, and DTC rising to 82% of branded product revenues.

How did ZEGNA, Thom Browne and FORD FASHION brands perform in 2025?

The ZEGNA brand grew to €1,181.6 million, up 1.5% year-on-year and 4.7% organic. Thom Browne declined to €268.5 million, down 14.7% (–12.2% organic). FORD FASHION edged up to €317.1 million, increasing 0.8% year-on-year and 3.1% organic.

What were Ermenegildo Zegna’s key regional trends in 2025?

In 2025, Americas revenues rose to €566.1 million, up 7.9% reported and 12.0% organic. EMEA was broadly stable at €683.8 million with 1.4% organic growth. The Greater China Region declined to €435.2 million, down 14.6% reported and 11.9% organic.

How did the wholesale channel perform for Ermenegildo Zegna in 2025?

Wholesale branded revenues fell to €318.1 million in 2025, a 20.9% year-on-year and 20.2% organic decline. This reflects deliberate actions such as limiting distribution of some ZEGNA products and defocusing wholesale at Thom Browne and FORD FASHION in favor of direct-to-consumer growth.

What leadership changes did Ermenegildo Zegna announce for 2026?

Effective January 1, 2026, Ermenegildo “Gildo” Zegna became Group Executive Chairman, while Gianluca Tagliabue assumed the role of Group CEO, subject to shareholder approval. Edoardo and Angelo Zegna were appointed Co-CEOs of the ZEGNA brand, and Gian Franco Santhià became Group CFO.

How might Saks Global’s Chapter 11 filing affect Ermenegildo Zegna?

Saks Global filed for Chapter 11 protection on January 13, 2026 and is negotiating with vendors, including Ermenegildo Zegna, over past-due payables. The company states it currently lacks sufficient information to comment further, and no quantitative impact is provided in this disclosure.
Ermenegildo Zegna N V

NYSE:ZGN

ZGN Rankings

ZGN Latest News

ZGN Latest SEC Filings

ZGN Stock Data

2.21B
92.84M
75.38%
23.37%
1.84%
Apparel Manufacturing
Consumer Cyclical
Link
Italy
Trivero