Tagliabue Gianluca Ambrogio 4

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

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Updated May 11, 2026

Ermenegildo Zegna (ZGN) Acting CEO Gianluca Tagliabue Sells Shares

What Happened

Gianluca Tagliabue, Acting Group CEO of Ermenegildo Zegna (ZGN), had 47,250 restricted share units (RSUs) vest in May 2026 and those RSUs converted into 47,250 ordinary shares. Of those, 19,105 shares were sold on May 8, 2026 for a weighted average price of $13.12, generating proceeds of approximately $250,658. The sale was made to satisfy tax withholding obligations; the remaining 28,145 shares were retained.

Key Details

Transactions:
- May 7, 2026: 47,250 RSUs converted into 47,250 ordinary shares (derivative conversion/vesting).
- May 8, 2026: 19,105 shares sold (open market/private sale) at a weighted average price of $13.12, total proceeds ~$250,658. Reported sale prices ranged from $12.98 to $13.30.
Shares owned after transaction: Form 4 does not disclose total holdings, but net of the tax-withholding sale Tagliabue retained 28,145 shares from this vesting event (47,250 − 19,105).
Footnotes:
- F1/F4: These were RSUs granted under the Long-Term Incentive Awards 2022–2025 that vested in May 2026 and convert one-for-one into ordinary shares.
- F2: The 19,105-share sale was solely to satisfy tax withholding upon vesting.
- F3: The $13.12 price is a weighted average; sales occurred at prices between $12.98 and $13.30.
Timeliness: The Form 4 was filed May 11, 2026 and is timely relative to the reported transaction dates.

Context

This filing reflects routine vesting and tax-withholding activity rather than an open-market purchase as a bullish signal. The RSU conversion (reported as a derivative exercise/vesting) increased his shareholdings, while the sale was a cashless/tax-withholding sale of a portion of the vested award.

Form 4

Period: 2026-05-07

Acting Group CEO

Transactions

Purchase
Ordinary Shares, nominal value Euro 0.02 per share
[F1]
2026-05-07+47,250→ 186,825 total
Sale
Ordinary Shares, nominal value Euro 0.02 per share
[F2][F3]
2026-05-08$13.12/sh−19,105$250,658→ 167,720 total
Exercise/Conversion
Restricted Share Units
[F1][F4]
2026-05-07−47,250→ 0 total
→ Ordinary Shares, nominal value Euro 0.02 per share (47,250 underlying)

Footnotes (4)

[F1]Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.
[F2]The reporting person sold 19,105 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 47,250 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.

Signature

/s/ Delphine Carole Gieux, attorney-in-fact|2026-05-11

1 file