Zegna artistic director covers taxes with share sale

Ermenegildo Zegna N.V.’s Artistic Director Alessandro Sartori reported routine equity compensation activity.

Rhea-AI Filing Summary

Ermenegildo Zegna N.V.’s Artistic Director Alessandro Sartori reported routine equity compensation activity. On May 7, 2026, he exercised 31,500 Restricted Share Units, which converted into the same number of Ordinary Shares at a price of $0.00 per share.

On May 8, 2026, Sartori sold 6,505 Ordinary Shares at a weighted average price of $13.12 per share, with individual trades between $12.98 and $13.30, solely to satisfy tax withholding obligations related to the RSU vesting. Following these transactions, he directly owns 142,237 Ordinary Shares.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Sartori Alessandro

Role Artistic Director

Sold 6,505 shs ($85K)

Approx. gross sale proceeds $85K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Ordinary Shares, nominal value Euro 0.02 per share	6,505	$13.12	$85K
Exercise	Restricted Share Units	31,500	$0.00	$0.00
Exercise	Ordinary Shares, nominal value Euro 0.02 per share	31,500	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Ordinary Shares, nominal value Euro 0.02 per share — 142,237 shares (Direct)

Footnotes (4)

1. F1. Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.
2. F2. The reporting person sold 6,505 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. F3. 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. F4. 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

RSUs exercised: 31,500 units Shares sold for taxes: 6,505 shares Weighted average sale price: $13.12 per share +2 more

5 metrics

RSUs exercised 31,500 units Restricted Share Units converting into Ordinary Shares on May 7, 2026

Shares sold for taxes 6,505 shares Ordinary Shares sold on May 8, 2026 to satisfy tax withholding

Weighted average sale price $13.12 per share Ordinary Shares sold between $12.98 and $13.30

Post-transaction holdings 142,237 shares Ordinary Shares directly owned after reported transactions

Sale price range $12.98–$13.30 per share Price range for the 6,505 Ordinary Shares sold

Key Terms

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

4 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.

tax withholding obligations financial

"sold 6,505 Ordinary Shares ... solely to satisfy tax withholding obligations incurred upon vesting."

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

"granted 31,500 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ZGN’s Alessandro Sartori report in this Form 4 filing?

Alessandro Sartori reported the vesting and exercise of 31,500 Restricted Share Units into Ordinary Shares, followed by the sale of 6,505 shares. The sale was made solely to cover tax withholding obligations from the RSU vesting.

How many Ermenegildo Zegna (ZGN) shares did Sartori acquire and sell?

Sartori acquired 31,500 Ordinary Shares through the conversion of Restricted Share Units and sold 6,505 Ordinary Shares. The net result is an increase in his overall share holdings after satisfying the related tax obligations on the vested RSUs.

At what prices were Sartori’s ZGN shares sold in this transaction?

The 6,505 Ordinary Shares were sold at a weighted average price of $13.12 per share. Individual trades occurred at prices ranging from $12.98 to $13.30 per share, as disclosed in the Form 4 footnotes.

Why did Alessandro Sartori sell 6,505 ZGN shares after RSU vesting?

The 6,505 Ordinary Shares were sold solely to satisfy tax withholding obligations triggered by the vesting of a 31,500-share RSU award. This type of sale is a common, mechanical step when equity awards vest and does not reflect a discretionary liquidation.

How many Ermenegildo Zegna (ZGN) shares does Sartori hold after these transactions?

After the RSU conversion and the sale for taxes, Sartori directly holds 142,237 Ordinary Shares. This figure reflects his position following both the 31,500-share RSU exercise and the 6,505-share sale disclosed in the Form 4.

What equity award program were Sartori’s Restricted Share Units granted under at ZGN?

The 31,500 Restricted Share Units were granted under Ermenegildo Zegna’s Long-Term Incentive Awards 2022-2025 program. According to the footnotes, these RSUs were previously reported and were scheduled to vest in May 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 10:57 AM Learn about SEC filing dates

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^*

Sartori Alessandro

(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)
	Artistic Director

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)	148,742	D
Ordinary Shares, nominal value Euro 0.02 per share	05/08/2026		S(2)		6,505	D	$13.12(3)	142,237	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 6,505 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.
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* Form 4: SEC 1474 (03-26)