Ermenegildo Zegna N.V.·4

May 11, 10:57 AM ET

Sartori Alessandro 4

4 · Ermenegildo Zegna N.V. · Filed May 11, 2026

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Ermenegildo Zegna Artistic Director Alessandro Sartori Sells Shares

What Happened
Alessandro Sartori, Artistic Director of Ermenegildo Zegna N.V. (ZGN), had 31,500 restricted share units (RSUs) vest on May 7, 2026 and converted those RSUs into 31,500 ordinary shares. Following the vesting, he sold 6,505 of those shares in an open-market transaction on May 8, 2026 to satisfy tax withholding obligations, generating proceeds of approximately $85,346 (weighted-average sale price $13.12).

Key Details

  • Transaction dates: RSU conversion/vesting on 2026-05-07 (reported); open-market sale on 2026-05-08; Form 4 filed 2026-05-11 (timely).
  • Shares acquired on conversion: 31,500 RSUs converted one-for-one into ordinary shares (derivative code M).
  • Shares sold: 6,505 shares disposed; weighted-average sale price $13.12; total proceeds ≈ $85,346. Sales executed at prices ranging $12.98–$13.30.
  • Shares owned after transaction: not specified in the filing.
  • Notable footnotes: RSUs convert one-for-one into ordinary shares (F1). The 6,505-share sale was solely to satisfy tax withholding on the vested RSUs (F2). The price shown is a weighted average across multiple trades (F3). The 31,500 RSUs were part of the Long‑Term Incentive Awards 2022–2025 that vested in May 2026 (F4).
  • Filing timeliness: Form 4 was filed on May 11 for transactions that occurred May 7–8; this filing is timely under the two-business-day rule (weekend intervened).

Context
This was a routine vesting of long-term incentive RSUs with a partial sell-to-cover for taxes — common insider activity that reflects compensation vesting rather than a market-timing sale. The derivative code (M) indicates conversion/issuance on vesting; the subsequent open‑market sale was limited to tax withholding, not a full disposition of the vested award.

Insider Transaction Report

Form 4
Period: 2026-05-07
Sartori Alessandro
Artistic Director
Transactions
  • Exercise/Conversion

    Ordinary Shares, nominal value Euro 0.02 per share

    [F1]
    2026-05-07+31,500148,742 total
  • Sale

    Ordinary Shares, nominal value Euro 0.02 per share

    [F2][F3]
    2026-05-08$13.12/sh6,505$85,346142,237 total
  • Exercise/Conversion

    Restricted Share Units

    [F1][F4]
    2026-05-0731,5000 total
    Ordinary Shares, nominal value Euro 0.02 per share (31,500 underlying)
Footnotes (4)
  • [F1]Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.
  • [F2]The reporting person sold 6,505 Ordinary Shares upon the vesting of a RSU award granted to him on February 22, 2022, solely to satisfy tax withholding obligations incurred upon vesting.
  • [F3]The price reported in Column 4 is a weighted average price. These Ordinary Shares were sold in multiple transactions at prices ranging from $12.98 to $13.30, inclusive. The reporting person undertakes to provide to Ermenegildo Zegna N.V., any security holder of Ermenegildo Zegna N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Ordinary Shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
  • [F4]As previously reported, the reporting person was granted 31,500 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.
Signature
/s/ Delphine Carole Gieux, attorney-in-fact|2026-05-11

Documents

1 file
  • 4
    wk-form4_1778511416.xmlPrimary

    FORM 4