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  4. [Form 3] Ermenegildo Zegna N.V. Initial Statement of Beneficial Ownership

Paolo Zegna (NYSE: ZGN) details large direct and indirect stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Ermenegildo Zegna N.V. director Paolo Zegna di Monte Rubello has filed an initial statement of his holdings in the company. He directly holds 430,348 ordinary shares and 18,029 restricted share units that convert into the same number of ordinary shares when they vest.

The restricted share units were granted under the 2021 Equity Incentive Plan and are scheduled to vest in two tranches of 9,432 and 8,597 units in January 2027 and January 2028, subject to continued service. Upon vesting, one ordinary share is delivered for each unit.

In addition to his direct position, a partnership named Monterubello s.s. holds 152,734,550 ordinary shares and 149,734,550 Special Voting Shares A. Paolo Zegna is a general partner of this entity and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Positive

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Insider Zegna di Monte Rubello Paolo
Role Director
Type Security Shares Price Value
holding Restricted Share Units -- -- --
holding Ordinary Shares, nominal value Euro 0.02 per share -- -- --
holding Ordinary Shares, nominal value Euro 0.02 per share -- -- --
holding Special Voting Shares A, nominal value Euro 0.02 per share -- -- --
Holdings After Transaction: Restricted Share Units — 18,029 shares (Direct); Ordinary Shares, nominal value Euro 0.02 per share — 430,348 shares (Direct); Ordinary Shares, nominal value Euro 0.02 per share — 152,734,550 shares (Indirect, By Monterubello s.s.); Special Voting Shares A, nominal value Euro 0.02 per share — 149,734,550 shares (Indirect, By Monterubello s.s.)
Footnotes (2)
  1. F1. The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
  2. F2. Restricted Share Units ("RSUs") were assigned as part of the 2021 Equity Incentive Plan. RSU awards will vest in two installments of 9,432 and 8,597 in January 2027 and January 2028 respectively, subject to continued service. Upon vesting, one ordinary share is assigned for each RSU.

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FAQ

What did Paolo Zegna report in his Form 3 for Ermenegildo Zegna (ZGN)?
Paolo Zegna reported his initial ownership in Ermenegildo Zegna N.V. He disclosed direct holdings of ordinary shares, restricted share units under the 2021 Equity Incentive Plan, and large indirect holdings through the Monterubello s.s. partnership, with a disclaimer limiting his beneficial ownership.

How many Ermenegildo Zegna (ZGN) ordinary shares does Paolo Zegna hold directly?
Paolo Zegna directly holds 430,348 ordinary shares of Ermenegildo Zegna N.V. These shares are registered in his name and are separate from the much larger indirect holdings reported through the Monterubello s.s. partnership, where his beneficial ownership is limited to his pecuniary interest.

What restricted share units did Paolo Zegna disclose in Ermenegildo Zegna (ZGN)?
Paolo Zegna disclosed 18,029 restricted share units (RSUs). These RSUs were granted under the 2021 Equity Incentive Plan and are scheduled to vest in two installments in January 2027 and January 2028, with each vested unit converting into one ordinary share of Ermenegildo Zegna N.V.

When will Paolo Zegna’s Ermenegildo Zegna (ZGN) RSUs vest and in what amounts?
The RSUs vest in January 2027 and January 2028 in two tranches. The first installment of 9,432 units vests in January 2027, and the second installment of 8,597 units vests in January 2028, subject to continued service with the company.

What indirect Ermenegildo Zegna (ZGN) holdings are reported through Monterubello s.s.?
Monterubello s.s. holds substantial indirect stakes in Ermenegildo Zegna N.V. The partnership holds 152,734,550 ordinary shares and 149,734,550 Special Voting Shares A, with Paolo Zegna as a general partner and a disclaimer limiting his beneficial ownership to his pecuniary interest.

Does Paolo Zegna fully own the Ermenegildo Zegna (ZGN) shares held by Monterubello s.s.?
No, Paolo Zegna disclaims full beneficial ownership of those partnership-held shares. He is a general partner of Monterubello s.s. and specifically disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, limiting his economic claim on those holdings.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Zegna di Monte Rubello Paolo
(Last)(First)(Middle)
C/O ERMENEGILDO ZEGNA N.V.
VIALE ROMA 99/100
(Street)
VALDILANA LOC. TRIVERO13835
(City)(State)(Zip)
ITALY
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Ermenegildo Zegna N.V. [ ZGN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, nominal value Euro 0.02 per share430,348D
Ordinary Shares, nominal value Euro 0.02 per share152,734,550IBy Monterubello s.s.(1)
Special Voting Shares A, nominal value Euro 0.02 per share149,734,550IBy Monterubello s.s.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (2) (2)Ordinary Shares, nominal value Euro 0.02 per share18,029(2)D
Explanation of Responses:
1. The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. Restricted Share Units ("RSUs") were assigned as part of the 2021 Equity Incentive Plan. RSU awards will vest in two installments of 9,432 and 8,597 in January 2027 and January 2028 respectively, subject to continued service. Upon vesting, one ordinary share is assigned for each RSU.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Delphine Carole Gieux, attorney-in-fact03/18/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR