Zegna (NYSE: ZGN) Co-CEO vests RSUs, sells 17K shares for taxes

Rhea-AI Filing Summary

Ermenegildo Zegna N.V. Co-CEO Edoardo Zegna reported an RSU vesting, option exercise, and related share sale. On May 7, 2026, he exercised 31,500 restricted share units, which convert into Ordinary Shares on a one-for-one basis, receiving 31,500 Ordinary Shares at a stated price of $0.00 per share.

On May 8, 2026, he sold 17,037 Ordinary Shares at a weighted average price of $13.12 per share, with actual sale prices ranging from $12.98 to $13.30. The filing states this sale was made solely to satisfy tax withholding obligations incurred upon vesting of the RSU award. Following these transactions, he directly owns 304,960 Ordinary Shares.

Insider Trade Summary

Net Seller: 17,037 shares ($223,525)

Net Sell 3 txns

Insider Zegna di Monte Rubello Edoardo

Role Co-CEO of the ZEGNA brand

Sold 17,037 shs ($224K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares, nominal value Euro 0.02 per share	17,037	$13.12	$224K
Exercise	Restricted Share Units	31,500	$0.00	--
Exercise	Ordinary Shares, nominal value Euro 0.02 per share	31,500	$0.00	--

Holdings After Transaction: Ordinary Shares, nominal value Euro 0.02 per share — 304,960 shares (Direct, null); Restricted Share Units — 0 shares (Direct, null)

Footnotes (1)

1. Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis. The reporting person sold 17,037 Ordinary Shares upon the vesting of a RSU award granted to him on February 22, 2022, solely to satisfy tax withholding obligations incurred upon vesting. The price reported in Column 4 is a weighted average price. These Ordinary Shares were sold in multiple transactions at prices ranging from $12.98 to $13.30, inclusive. The reporting person undertakes to provide to Ermenegildo Zegna N.V., any security holder of Ermenegildo Zegna N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Ordinary Shares sold at each separate price within the range set forth in footnote (3) to this Form 4. As previously reported, the reporting person was granted 31,500 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.

Key Figures

Shares sold: 17,037 shares Sale price (weighted average): $13.12/share RSUs exercised: 31,500 units +3 more

6 metrics

Shares sold 17,037 shares Ordinary Shares sold on May 8, 2026 at weighted average price

Sale price (weighted average) $13.12/share Open-market sale range $12.98–$13.30

RSUs exercised 31,500 units Restricted share units converting one-for-one into Ordinary Shares

Exercise price $0.00/share Stated price for RSU conversion into Ordinary Shares

Shares owned after transactions 304,960 shares Direct ownership of Ordinary Shares following RSU exercise and sale

Sale price range $12.98–$13.30/share Multiple trades within this range on May 8, 2026

Key Terms

Restricted Share Units, Long-Term Incentive Awards 2022-2025, weighted average price

3 terms

Restricted Share Units financial

"Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Long-Term Incentive Awards 2022-2025 financial

"the reporting person was granted 31,500 RSUs under the Long-Term Incentive Awards 2022-2025"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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
Estimated average burden
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^*

Zegna di Monte Rubello Edoardo

(Last) (First) (Middle)

C/O ERMENEGILDO ZEGNA N.V.

VIALE ROMA 99/100

(Street)

VALDILANA LOC. TRIVERO 13835

(City) (State) (Zip)

ITALY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ermenegildo Zegna N.V. [ ZGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-CEO of the ZEGNA brand

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Ordinary Shares, nominal value Euro 0.02 per share	05/07/2026		M		31,500	A	(1)	321,997	D
Ordinary Shares, nominal value Euro 0.02 per share	05/08/2026		S(2)		17,037	D	$13.12(3)	304,960	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 Share Units	(1)	05/07/2026		M			31,500	(4)	(4)	Ordinary Shares, nominal value Euro 0.02 per share	31,500	$0	0	D

Explanation of Responses:

1. Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.

2. The reporting person sold 17,037 Ordinary Shares upon the vesting of a RSU award granted to him on February 22, 2022, solely to satisfy tax withholding obligations incurred upon vesting.

3. The price reported in Column 4 is a weighted average price. These Ordinary Shares were sold in multiple transactions at prices ranging from $12.98 to $13.30, inclusive. The reporting person undertakes to provide to Ermenegildo Zegna N.V., any security holder of Ermenegildo Zegna N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Ordinary Shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

4. As previously reported, the reporting person was granted 31,500 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.

Remarks:

	/s/ Delphine Carole Gieux, attorney-in-fact	05/11/2026
	** 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.
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 4: SEC 1474 (03-26)

FAQ

What insider transactions did ZGN Co-CEO Edoardo Zegna report on this Form 4?

Edoardo Zegna reported exercising 31,500 restricted share units into Ordinary Shares, then selling 17,037 Ordinary Shares. The filing describes the sale as solely to cover tax withholding obligations tied to the RSU vesting, with remaining direct ownership of 304,960 shares.

How many Ermenegildo Zegna (ZGN) shares did the Co-CEO sell and at what price?

He sold 17,037 Ordinary Shares at a weighted average price of $13.12 per share. Footnotes state the individual trades occurred between $12.98 and $13.30, and were executed to satisfy tax withholding obligations after restricted share units vested.

What RSU activity did the ZGN Form 4 disclose for Edoardo Zegna?

The filing shows 31,500 restricted share units converting into 31,500 Ordinary Shares at a stated price of $0.00 per share. Footnotes explain these RSUs came from a previously reported grant under the Long-Term Incentive Awards 2022-2025 program, vesting in May 2026.

Did the ZGN Co-CEO retain shares after the RSU vesting and tax-related sale?

Yes. After exercising 31,500 RSUs and selling 17,037 shares for tax withholding, he directly holds 304,960 Ordinary Shares. This indicates he retained a substantial portion of the vested shares as ongoing equity exposure to Ermenegildo Zegna N.V.

Was the ZGN Co-CEO’s sale a discretionary trade or tax-related?

The Form 4 footnotes state the 17,037 shares were sold solely to satisfy tax withholding obligations triggered by the RSU vesting. That characterization suggests the sale was primarily a mechanistic tax payment event rather than a discretionary reduction in his investment.