ZELNICK STRAUSS 4

What Happened

• Zelnick Strauss (Chairman, CEO, Director) sold approximately 208,969 shares in multiple open-market transactions on June 1, 2026, generating roughly $47.5 million in proceeds. Those sales were effected under a Rule 10b5-1 plan to satisfy tax obligations on vested restricted units.
• On the same date, 418,774 restricted units held by ZMC vested. ZMC distributed 209,805 shares from that vesting to certain employees (including 85,850 shares to Mr. Zelnick), forfeited 64,812 performance-based units that failed to meet performance conditions, and received a new grant of 329,949 restricted units under the Management Agreement (time- and performance-based; some vesting through 2029). Mr. Zelnick contributed the 85,850 distributed shares to the Zelnick/Belzberg Living Trust.

Key Details

• Transaction date: June 1, 2026. Open-market sale prices reported in tranches roughly from ~$224.4 to ~$231.0; weighted-average proceeds ≈ $47.5M.
• Shares sold (open-market): ~208,969 shares (total proceeds ~ $47.5M). Other reported dispositions include forfeiture of 64,812 units and distributions of 209,805 shares by ZMC.
• Awards/acquisitions: Grant of 329,949 restricted units to ZMC (65,199 time-based units vesting 2027–2029; up to 264,750 performance-based units subject to vesting in 2029).
• Holdings after transaction (as reported): Mr. Zelnick indirectly holds shares via trusts (e.g., ~192,314 shares in the Zelnick/Belzberg Living Trust and ~64,089 shares in the Wendy Jay Belzberg 2012 Family Trust). ZMC (of which he is a partner) holds substantial restricted units and shares (see footnotes for detailed balances). Mr. Zelnick disclaims beneficial ownership of ZMC-held securities except to the extent of his pecuniary interest.
• Notable footnotes: Sales were pursuant to a Rule 10b5-1 plan ( adopted Nov 17, 2025) to cover tax obligations; 64,812 performance units forfeited; 209,805 shares distributed to ZMC employees; 85,850 shares from the distribution were contributed to a living trust.
• Filing timeliness: No late filing indicated in this report.

Context

• These transactions reflect routine tax-cover sales and internal distributions rather than an independent open-market purchase by the insider. Sales done under a pre-established 10b5-1 plan are typically pre-scheduled and do not necessarily signal a change in insider view.
• The new RSU grant to ZMC includes both time-based and performance-based units with multi-year vesting—these are typical long-term incentive awards for management. Gifts and internal trust transfers do not, by themselves, indicate market sentiment.