How are the reported Zegna (ZGN) RSUs related to the company’s long-term incentive plan?

The 15,600 RSUs were granted under the Long-Term Incentive Awards 2022-2025, vesting in May 2026. Upon vesting, these RSUs converted into Ordinary Shares, prompting the tax-related sale of 1,935 shares disclosed in the filing.

Zegna (NYSE: ZGN) Co-CEO exercises RSUs and sells shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ermenegildo Zegna N.V. Co-CEO Angelo Zegna di Monte Rubello reported routine equity compensation activity. On May 7, 2026, he exercised 15,600 restricted share units (RSUs), which convert into Ordinary Shares on a one-for-one basis, receiving the same number of Ordinary Shares at a conversion price of $0.00 per share.

On May 8, 2026, he sold 1,935 Ordinary Shares at a weighted average price of $13.12 per share, in multiple trades between $12.98 and $13.30, solely to satisfy tax withholding obligations related to the RSU vesting. Following these transactions, he directly holds 140,112 Ordinary Shares of Ermenegildo Zegna N.V.

Insider Trade Summary

Net Seller: 1,935 shares ($25,387)

Net Sell 3 txns

Insider Zegna di Monte Rubello Angelo

Role Co-CEO of the ZEGNA brand

Sold 1,935 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares, nominal value Euro 0.02 per share	1,935	$13.12	$25K
Exercise	Restricted Share Units	15,600	$0.00	--
Exercise	Ordinary Shares, nominal value Euro 0.02 per share	15,600	$0.00	--

Holdings After Transaction: Ordinary Shares, nominal value Euro 0.02 per share — 140,112 shares (Direct, null); Restricted Share Units — 0 shares (Direct, null)

Footnotes (1)

Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis. The reporting person sold 1,935 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 15,600 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.

Key Figures

RSUs exercised: 15,600 units Shares sold for taxes: 1,935 shares Weighted average sale price: $13.12/share +3 more

6 metrics

RSUs exercised 15,600 units Restricted share units converting one-for-one into Ordinary Shares on May 7, 2026

Shares sold for taxes 1,935 shares Ordinary Shares sold on May 8, 2026 to satisfy tax withholding

Weighted average sale price $13.12/share Ordinary Shares sold in multiple transactions between $12.98 and $13.30

Post-transaction holdings 140,112 shares Direct Ordinary Shares held after reported transactions

Exercise price for RSUs $0.00/share Conversion price of RSUs into Ordinary Shares

Long-Term Incentive RSU grant 15,600 RSUs Granted under Long-Term Incentive Awards 2022-2025, vesting in May 2026

Key Terms

Restricted share units ("RSUs"), Long-Term Incentive Awards 2022-2025, weighted average price, tax withholding obligations

4 terms

Long-Term Incentive Awards 2022-2025 financial

"the reporting person was granted 15,600 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026."

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.

tax withholding obligations financial

"sold 1,935 Ordinary Shares ... solely to satisfy tax withholding obligations incurred upon vesting."

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 10:45 AM

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 Angelo

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, nominal value Euro 0.02 per share	05/07/2026		M		15,600	A	⁽¹⁾	142,047	D
Ordinary Shares, nominal value Euro 0.02 per share	05/08/2026		S⁽²⁾		1,935	D	$13.12	140,112⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	05/07/2026		M			15,600	⁽⁴⁾	⁽⁴⁾	Ordinary Shares, nominal value Euro 0.02 per share	15,600	$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 1,935 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 15,600 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)

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Zegna (ZGN) Co-CEO Angelo Zegna di Monte Rubello report on this Form 4?

He reported exercising 15,600 restricted share units into Ordinary Shares and selling 1,935 Ordinary Shares. The RSUs converted one-for-one into shares, and a portion of the resulting shares was sold to handle related tax obligations.

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

He sold 1,935 Ordinary Shares at a weighted average price of $13.12 per share. The individual trades occurred within a price range from $12.98 to $13.30, as disclosed in the filing footnotes.

Why did the Zegna (ZGN) Co-CEO sell 1,935 Ordinary Shares after his RSUs vested?

The 1,935 Ordinary Shares were sold solely to satisfy tax withholding obligations arising from the vesting of a restricted share unit award granted on February 22, 2022, according to the detailed explanatory footnote in the filing.

How many Ermenegildo Zegna (ZGN) RSUs did the Co-CEO exercise, and what was the conversion rate?

He exercised 15,600 restricted share units, which convert into Ordinary Shares on a one-for-one basis. This means each RSU delivered one Ordinary Share, with the conversion price reported as $0.00 per share in the Form 4 data.

What is the Zegna (ZGN) Co-CEO’s direct shareholding after these Form 4 transactions?

After exercising 15,600 RSUs and selling 1,935 Ordinary Shares for tax withholding, he directly holds 140,112 Ordinary Shares of Ermenegildo Zegna N.V., as reported in the post-transaction ownership field of the Form 4.