Tagliabue Gianluca Ambrogio 4

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.