Shah Vivek 4

What Happened
Vivek R. Shah, CEO of Ziff Davis, converted 43,664 restricted stock units (RSUs) into common shares (reported as derivative exercises, code M) on March 5, 2026. To satisfy tax withholding obligations related to the vesting, 22,139 of those shares were withheld (reported as code F) at a per-share value of $43.65, totaling $966,367. The RSUs converted at $0.00 exercise price (one-for-one conversion), so the holder did not pay cash to acquire the shares.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely filing).
• RSUs converted: 43,664 shares (M); exercise price reported $0.00.
• Shares withheld for taxes: 22,139 shares at $43.65 each = $966,367 (F).
• Net shares delivered to Shah from this vesting: 43,664 − 22,139 = 21,525 shares.
• Footnotes: filings note adjustments to direct and indirect holdings (F1, F5) and that some shares are held in trusts (Vivek R Shah Revocable Trust — F2; Vivek R Shah Irrevocable Family Trust — F4). F3 clarifies the withholding was to cover tax liability on RSU vesting; F6/F7 note RSUs convert 1:1 and have no expiration.
• No 10b5-1 plan or sale in open market was reported; this was vesting and tax withholding rather than a market sale.

Context
This transaction reflects routine RSU vesting and the common practice of withholding a portion of shares to pay taxes (a cashless withholding). Such withholdings are administrative and do not necessarily signal a CEO decision to liquidate stock for cash beyond meeting tax obligations.