RICHTER BRET 4

What Happened Bret Richter, CFO of Ziff Davis, reported that 15,282 restricted stock units (RSUs) converted into 15,282 shares on March 5, 2026 (recorded as an exercise/conversion). To satisfy tax withholding obligations, 8,232 of those shares were surrendered/withheld at $43.65 per share, totaling $359,327. The filing shows the conversion (derivative code M) and the withholding (code F).

Key Details

• Transaction date: 2026-03-05. Form 4 filed: 2026-03-09 (timely — within required reporting window).
• RSUs converted: 15,282 shares recorded as acquired (M) at $0.00 (RSUs have no exercise price).
• Shares withheld for taxes: 8,232 shares disposed (F) at $43.65 each; total value withheld ≈ $359,327.
• Shares owned after the transaction: not stated in the provided filing.
• Footnotes: F1 = withholding of securities to pay tax liability on RSU vesting; F2 = RSUs convert one-for-one to common stock; F3 = RSUs have no expiration date.
• Codes: M = exercise/conversion of derivative (RSU settlement); F = tax withholding via share surrender.

Context This appears to be a routine RSU vesting event with shares withheld to cover taxes, not an open-market sale for cash. RSU conversions recorded at $0 reflect that no cash exercise price was required. Such withholding is standard and does not necessarily indicate the insider is buying or intentionally selling stock for investment reasons.