Ermenegildo Zegna (ZGN) acting CEO exercises 47,250 RSUs, sells 19,105 shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ermenegildo Zegna N.V.’s Acting Group CEO, Gianluca Ambrogio Tagliabue, reported equity compensation activity involving restricted share units (RSUs) and related share sales. On May 7, 2026, he exercised 47,250 RSUs that convert one-for-one into Ordinary Shares at a price of $0.00 per share.

On the same date, he acquired 47,250 Ordinary Shares, then on May 8, 2026 sold 19,105 Ordinary Shares at a weighted average price of $13.12 per share. The footnotes state this sale was made solely to satisfy tax withholding obligations upon vesting.

Following these transactions, Tagliabue directly holds 167,720 Ordinary Shares. The tax-related sale represents a minority portion of his post-transaction holdings, while his net share position increased as a result of the RSU vesting.

Insider Trade Summary

47,250 shares exercised/converted

Net Buy 3 txns

Insider Tagliabue Gianluca Ambrogio

Role Acting Group CEO

Bought 47,250 shs ($0.00)

Sold 19,105 shs ($251K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares, nominal value Euro 0.02 per share	19,105	$13.12	$251K
Exercise	Restricted Share Units	47,250	$0.00	--
Purchase	Ordinary Shares, nominal value Euro 0.02 per share	47,250	$0.00	--

Holdings After Transaction: Ordinary Shares, nominal value Euro 0.02 per share — 167,720 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 19,105 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 47,250 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.

Key Figures

RSUs exercised: 47,250 units Shares acquired from RSUs: 47,250 shares Shares sold for tax withholding: 19,105 shares +3 more

6 metrics

RSUs exercised 47,250 units Restricted share units converting one-for-one into Ordinary Shares

Shares acquired from RSUs 47,250 shares Ordinary Shares received on May 7, 2026 at $0.00

Shares sold for tax withholding 19,105 shares Ordinary Shares sold May 8, 2026 to satisfy tax obligations

Weighted average sale price $13.12 per share Tax-related sale of 19,105 Ordinary Shares, multiple trades

Post-transaction holdings 167,720 shares Ordinary Shares directly owned after all reported transactions

Sale price range $12.98–$13.30 per share Price range for multiple sale transactions in the tax sale

Key Terms

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

4 terms

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.

Long-Term Incentive Awards 2022-2025 financial

"the reporting person was granted 47,250 RSUs under the Long-Term Incentive Awards 2022-2025"

tax withholding obligations financial

"solely to satisfy tax withholding obligations incurred upon vesting."

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 10:47 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^*

Tagliabue Gianluca Ambrogio

(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)
	Acting Group CEO

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		P		47,250	A	⁽¹⁾	186,825	D
Ordinary Shares, nominal value Euro 0.02 per share	05/08/2026		S⁽²⁾		19,105	D	$13.12⁽³⁾	167,720	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			47,250	⁽⁴⁾	⁽⁴⁾	Ordinary Shares, nominal value Euro 0.02 per share	47,250	$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 19,105 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 47,250 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 did Ermenegildo Zegna (ZGN) Acting Group CEO report in this Form 4?

The Acting Group CEO reported RSU vesting and related share transactions. He exercised 47,250 restricted share units into Ordinary Shares, then sold 19,105 shares to cover tax withholding obligations, ending with direct ownership of 167,720 Ordinary Shares.

How many Ermenegildo Zegna (ZGN) RSUs vested for the Acting Group CEO?

A total of 47,250 restricted share units vested for the Acting Group CEO. These RSUs convert into Ordinary Shares on a one-for-one basis, resulting in the acquisition of 47,250 Ordinary Shares as part of the company’s Long-Term Incentive Awards 2022-2025 program.

Why did the Ermenegildo Zegna (ZGN) Acting Group CEO sell 19,105 shares?

He sold 19,105 Ordinary Shares solely to satisfy tax withholding obligations tied to the RSU vesting. The filing’s footnote clarifies the sale was associated with taxes, not a discretionary reduction of his equity position in the company.

What price did the Ermenegildo Zegna (ZGN) shares sell for in this Form 4?

The 19,105 Ordinary Shares were sold at a weighted average price of $13.12 per share. The filing notes these shares traded in multiple transactions at prices ranging from $12.98 to $13.30, with detailed breakdown available upon request.

How many Ermenegildo Zegna (ZGN) shares does the Acting Group CEO now hold?

After the RSU exercise and tax-related sale, the Acting Group CEO directly holds 167,720 Ordinary Shares. This balance reflects the newly acquired shares from vested RSUs minus the 19,105 shares sold to meet tax withholding obligations.

What equity plan are the Ermenegildo Zegna (ZGN) RSUs associated with?

The 47,250 RSUs were granted under the Long-Term Incentive Awards 2022-2025. A footnote explains this prior grant, which vested in May 2026 and converted into Ordinary Shares on a one-for-one basis in line with the plan’s terms.