TANSLEY LORI A. 4

What Happened

• Lori A. Tansley, Chief Accounting Officer of Ziff Davis, had 2,183 restricted stock units (RSUs) convert into common stock on March 5, 2026. The RSUs converted one-for-one and show an acquisition of 2,183 shares at $0 (derivative conversion). To cover tax withholding, 905 of those shares were withheld/disposed at $43.65 each for a total withholding of $39,503. Net shares added to Tansley’s position were 1,278 shares (2,183 − 905), with a net value of roughly $55,784.70 based on the $43.65 per-share figure in the filing.
• This was not an open-market purchase or sale — it reflects RSU vesting and routine tax withholding rather than a market transaction.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely).
• Reported entries: 2,183 RSUs converted to 2,183 shares (code M, exercised/converted); 905 shares withheld for tax payment (code F) at $43.65 each = $39,503.
• Net shares received: 1,278 shares (2,183 vested − 905 withheld).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — tax payment by withholding securities upon RSU vesting; F2 — RSUs convert one-for-one into common shares; F3 — RSUs have no expiration date.
• Transaction codes: M = derivative exercise/conversion; F = payment of tax liability (withholding).

Context

• Converting RSUs and withholding shares for taxes is a common, routine administrative action and not the same as an open-market sale or a discretionary buy. Such withholding reduces the number of new shares delivered to the insider but does not necessarily indicate bullish or bearish sentiment.
• Because this is an executive (CAO) vesting event and not a purchase by a 10% owner or a public sale, it’s primarily compensation-related.