FAY SARAH ANN 4

What Happened

• Sarah Ann Fay, a director of Ziff Davis, exercised derivative securities on May 7, 2026, acquiring 7,903 shares at an exercise price of $43.31 per share for a cash cost of $342,279. The filing also shows she was granted 5,723 restricted stock units (RSUs) on May 6, 2026 (no cash value reported).

Key Details

• Primary transactions:
  • 2026-05-07: Exercise/conversion (code M) — 7,903 shares acquired at $43.31 each; total cash paid ≈ $342,279.
  • 2026-05-06: Grant/award (code A) — 5,723 RSUs awarded at $0.00 (derivative).
  • 2025-05-07: A prior derivative disposition is listed (7,903 shares at $0.00); the filing does not provide explanatory detail for that entry.
• Footnotes: F1 — RSUs have no expiration dates. F2 — RSUs awarded under the Issuer’s 2024 Equity Incentive Plan.
• Filing info: Form filed on 2026-05-08 for report period 2026-05-06; the filing does not indicate lateness.
• Shares owned after the transactions: not specified in the provided filing extract.

Context

• The May 7, 2026 activity is an option exercise/conversion (insider paid the exercise price to convert derivatives into common shares), which results in an acquisition of stock rather than a sale. RSU grants are awards that typically vest over time and do not require immediate cash outlay; these were granted under the company’s 2024 Equity Incentive Plan and have no expiration per the footnote.
• The prior 2025-05-07 derivative disposition listed at $0.00 is recorded in the filing but lacks detail here; such entries can reflect conversion or cancellation of a derivative instrument and do not necessarily indicate an open-market sale.