Zegna di Monte Rubello Edoardo 4
4 · Ermenegildo Zegna N.V. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Ermenegildo Zegna (ZGN) Co-CEO Zegna di Monte Rubello Sells Shares
What Happened
Zegna di Monte Rubello, Co-CEO of the ZEGNA brand, had 31,500 restricted share units (RSUs) vest on May 7, 2026; the RSUs converted one-for-one into 31,500 ordinary shares. To satisfy withholding tax obligations on the vesting, he sold 17,037 of those ordinary shares in an open-market sale on May 8, 2026, generating proceeds of $223,525 (weighted average price $13.12). The Form 4 records the RSU conversion (derivative exercise/conversion) and the subsequent open-market sale.
Key Details
- Transaction dates: RSU conversion/exercise recorded May 7, 2026; open-market sale on May 8, 2026. Form 4 filed May 11, 2026 (timely).
- Shares sold: 17,037 ordinary shares disposed; weighted average sale price $13.12; total reported proceeds $223,525. Sale prices ranged $12.98–$13.30.
- RSUs converted: 31,500 RSUs vested and converted into 31,500 ordinary shares (Long-Term Incentive Awards 2022–2025).
- Purpose of sale: Sale was made solely to satisfy tax withholding obligations upon RSU vesting (footnote).
- Shares owned after transaction: Not specified in the provided Form 4.
- Filing timeliness: Form 4 was filed on May 11, 2026 for transactions occurring May 7–8, 2026 (appears timely under the two-business-day filing rule).
Context
This was a routine tax-withholding sale following RSU vesting rather than a discretionary cash-out by the insider. The derivative entries reflect RSU conversion into ordinary shares; the sale of a portion of those shares covered taxes. Such filings are common when equity awards vest and do not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
- Exercise/Conversion
Ordinary Shares, nominal value Euro 0.02 per share
[F1]2026-05-07+31,500→ 321,997 total - Sale
Ordinary Shares, nominal value Euro 0.02 per share
[F2][F3]2026-05-08$13.12/sh−17,037$223,525→ 304,960 total - Exercise/Conversion
Restricted Share Units
[F1][F4]2026-05-07−31,500→ 0 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 17,037 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.