Strategic Holding Group reports 11.04% stake in Zegna

Strategic Holding Group S.a r.l. filed Amendment No. 3 to a Schedule 13G/A reporting beneficial ownership of 29,628,556 ordinary shares of Ermenegildo Zegna N.V., equal to 11.04% of the class.

Rhea-AI Filing Summary

Strategic Holding Group S.a r.l. filed Amendment No. 3 to a Schedule 13G/A reporting beneficial ownership of 29,628,556 ordinary shares of Ermenegildo Zegna N.V., equal to 11.04% of the class. The percentage is calculated using 268,312,050 ordinary shares outstanding as of March 6, 2026. The amendment states the change in ownership percentage resulted from transactions in the ordinary shares combined with an increase in the number of outstanding shares. The filing is signed by a manager of the Reporting Person on May 14, 2026.

Insights

Corporate Governance Analyst

Holder reports a >10% position after share-count change.

The filing shows 29,628,556 shares held by Strategic Holding Group S.a r.l., representing 11.04% of the outstanding ordinary shares calculated on March 6, 2026. The statement attributes the percentage change to share transactions and an increase in shares outstanding.

Disclosure is procedural: it updates beneficial ownership percentages rather than announcing a new strategic transaction. Subsequent filings would show any disposition or further accumulation; timing and cash‑flow treatment are not detailed in the excerpt.

Key Figures

Shares beneficially owned: 29,628,556 shares Percent of class: 11.04% Shares outstanding (basis): 268,312,050 shares +1 more

4 metrics

Shares beneficially owned 29,628,556 shares Reported beneficial ownership by Strategic Holding Group S.a r.l.

Percent of class 11.04% Calculated using outstanding shares as of March 6, 2026

Shares outstanding (basis) 268,312,050 shares Outstanding as of <date>March 6, 2026</date>, per issuer Form 20‑F

Filing signature date May 14, 2026 Date signature by Kamel Aliat - Manager

Key Terms

beneficially owned, sole dispositive power, Schedule 13G/A

3 terms

beneficially owned regulatory

"Amount beneficially owned: See response to Item 9 on the cover page"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: See response to Item 7"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G/A regulatory

"filed Amendment No. 3 to a Schedule 13G/A reporting"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

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

What stake does Strategic Holding Group hold in Ermenegildo Zegna (ZGN)?

Strategic Holding Group holds 29,628,556 ordinary shares, equal to 11.04%. This percentage is calculated using 268,312,050 shares outstanding as of March 6, 2026, per the issuer's Form 20-F referenced in the filing.

Why was this Schedule 13G/A amendment filed for ZGN?

The amendment reflects a change in ownership percentage. The filing states the change resulted from transactions in ordinary shares and an increase in the number of outstanding ordinary shares, producing a >1% change in reported ownership.

Does the filing state who controls voting or disposition of the shares?

The Reporting Person reports sole voting and dispositive power over 29,628,556 shares. It also notes a five‑member board of managers governs the Reporting Person and no single manager claims beneficial ownership of the securities.

What outstanding share count was used to calculate the 11.04% figure?

The calculation uses 268,312,050 ordinary shares outstanding as of March 6, 2026. That figure is cited from the issuer's Form 20‑F filed on March 20, 2026 and is the basis for the percentage shown.

When was the Schedule 13G/A amendment signed?

The filing is signed by Kamel Aliat as Manager on May 14, 2026. The signature block in the amendment provides this date and the manager title for the Reporting Person.

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

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Accepted by SEC EDGAR 05/14/2026 - 04:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Ermenegildo Zegna N.V.

(Name of Issuer)

Ordinary Shares, nominal value 0.02 Euro per share

(Title of Class of Securities)

N30577105

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): N30577105

1

Names of Reporting Persons

Strategic Holding Group S.a r.l.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 29,628,556.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 29,628,556.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

29,628,556.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.04 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ermenegildo Zegna N.V.
(b)	Address of issuer's principal executive offices: Viale Roma 99/100, Valdilana loc. Trivero, Italy 13835
Item 2.
(a)	Name of person filing: Strategic Holding Group S.a r.l. (the "Reporting Person")
(b)	Address or principal business office or, if none, residence: 11, rue Aldringen L-1118 Luxembourg Grand Duchy of Luxembourg
(c)	Citizenship: Luxembourg
(d)	Title of class of securities: Ordinary Shares, nominal value 0.02 Euro per share
(e)	CUSIP No.: N30577105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover page hereto. The Reporting Person is governed by a five-member board of managers, which acts by simple majority vote. No individual manager on the board of managers has voting or dispositive control over, or beneficial ownership of, the reported securities and this Statement shall not be construed as an admission by any manager of beneficial ownership of any of the securities covered by this Statement. The filing is being made to reflect a change in beneficial ownership resulting from transactions in the ordinary shares which, following an increase in the number of outstanding ordinary shares, resulted in a more than 1% change in the Reporting Person's ownership percentage.
(b)	Percent of class: Item 11 on the cover page hereto is calculated based on 268,312,050 ordinary shares, nominal value 0.02 Euro per share, outstanding as of March 6, 2026, as reported on the Issuer's Form 20-F filed on March 20, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page hereto.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page hereto.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page hereto.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Strategic Holding Group S.a r.l.

Signature:	/s/ Kamel Aliat
Name/Title:	Kamel Aliat - Manager
Date:	05/14/2026