RICHTER BRET 4

What Happened
Bret Richter, Chief Financial Officer of Ziff Davis, had Restricted Stock Units (RSUs) convert into 12,417 shares of common stock (8,722 on 2026-03-06 and 3,695 on 2026-03-08). To satisfy tax withholding obligations, 6,721 of those shares were withheld (4,674 on 2026-03-06 and 2,047 on 2026-03-08) at a reported price of $42.32 per share, totaling $284,433. The net effect was an increase of 5,696 shares in Richter’s holdings. These were RSU conversions (derivative transactions), not open-market purchases.

Key Details

• Transaction dates: RSU conversions on 2026-03-06 and 2026-03-08; withholding payments recorded same dates.
• Prices and values: Withheld 6,721 shares at $42.32 each for a total of $284,433 (listed as dispositions to cover tax liability). Converted shares reported at $0.00 acquisition price (RSUs converting one-for-one).
• Net change: +5,696 net shares added to Richter’s holdings (12,417 converted − 6,721 withheld).
• Footnotes: Withholding was used to pay tax liability upon vesting (F1). RSUs convert one-for-one to common stock (F2) and have no expiration (F3).
• Filing date: Form 4 filed 2026-03-09 covering the 2026-03-06 and 2026-03-08 transactions. (See the Form 4 for complete timeliness and holdings disclosure.)
• Shares owned after the transaction: Not provided in the excerpt; refer to the full Form 4 for total holdings.

Context
This was a routine RSU vesting and tax-withholding event—not a market sale or open-market purchase. Withholding shares to cover taxes is common and does not necessarily indicate bullish or bearish intent. For derivative transactions: RSUs converted into shares (reported as exercise/conversion of a derivative, code M), and a portion was withheld (code F) to satisfy tax obligations.