Ermenegildo Zegna N.V.·4

May 11, 10:45 AM ET

Zegna di Monte Rubello Angelo 4

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

Research Summary

AI-generated summary of this filing

Updated

Ermenegildo Zegna (ZGN) Co‑CEO Angelo Zegna di Monte Rubello Sells Shares

What Happened

Angelo Zegna di Monte Rubello, Co‑CEO of the ZEGNA brand, had 15,600 restricted share units (RSUs) vest and convert into 15,600 ordinary shares on May 7, 2026 (reported as a derivative exercise/conversion). On May 8, 2026 he sold 1,935 of those ordinary shares in open‑market transactions for a weighted average price of $13.12, totaling about $25,387. The sale was made solely to satisfy tax withholding obligations tied to the RSU vesting.

Key Details

  • Transaction dates: May 7, 2026 — conversion of 15,600 RSUs to 15,600 ordinary shares (derivative exercise/conversion, code M); May 8, 2026 — sale of 1,935 shares (code S).
  • Sale price: weighted average $13.12; reported range $12.98–$13.30 per share (footnote F3). Total proceeds reported: $25,387.
  • Net effect of these transactions: +15,600 acquired from RSU conversion, −1,935 sold — net increase of 13,665 shares held from this award.
  • Shares owned after transaction: not disclosed on this Form 4.
  • Footnotes: F1 — RSUs convert one‑for‑one to ordinary shares; F2 — sale solely to satisfy tax withholding on vesting; F4 — RSUs were granted under the 2022–2025 Long‑Term Incentive Awards and vested in May 2026.
  • Filing: Form 4 filed May 11, 2026 (appears timely — filed on the second business day after the May 7 transaction).

Context

This was a routine RSU vesting and partial sale to cover tax obligations (a common, non‑directional insider sale). The RSUs converted into shares without cash payment (reported as a derivative exercise/conversion), and only a portion of the new shares were sold for taxes. Such withholding sales are standard and do not necessarily signal the insider’s view on the company’s prospects.

Insider Transaction Report

Form 4
Period: 2026-05-07
Zegna di Monte Rubello Angelo
Co-CEO of the ZEGNA brand
Transactions
  • Exercise/Conversion

    Ordinary Shares, nominal value Euro 0.02 per share

    [F1]
    2026-05-07+15,600142,047 total
  • Sale

    Ordinary Shares, nominal value Euro 0.02 per share

    [F2][F3]
    2026-05-08$13.12/sh1,935$25,387140,112 total
  • Exercise/Conversion

    Restricted Share Units

    [F1][F4]
    2026-05-0715,6000 total
    Ordinary Shares, nominal value Euro 0.02 per share (15,600 underlying)
Footnotes (4)
  • [F1]Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.
  • [F2]The reporting person sold 1,935 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 15,600 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_1778510736.xmlPrimary

    FORM 4