STOCK TITAN

Ziff Davis (ZD) director Sarah Ann Fay exercises 7,903 RSUs and receives 5,723-unit grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ZIFF DAVIS, INC. director Sarah Ann Fay reported equity compensation-related transactions in the company’s stock. She exercised previously awarded restricted stock units that converted into 7,903 shares of common stock at a reported value of $43.31 per share equivalent, and did not report any open-market sales.

Following the exercise, she directly owns 31,522 shares of common stock. She also received a new grant of 5,723 restricted stock units under the issuer’s 2024 Equity Incentive Plan, which are scheduled to convert into the same number of common shares on May 6, 2027. These awards reflect ongoing stock-based compensation rather than discretionary market trading.

Positive

  • None.

Negative

  • None.
Insider FAY SARAH ANN
Role null
Type Security Shares Price Value
Exercise Common Stock $0.01 Par Value 7,903 $43.31 $342K
Grant/Award Restricted Stock Units 5,723 $0.00 --
Exercise Restricted Stock Units 7,903 $0.00 --
Holdings After Transaction: Common Stock $0.01 Par Value — 31,522 shares (Direct, null); Restricted Stock Units — 5,723 shares (Direct, null)
Footnotes (1)
  1. There are no expiration dates on RSUs. Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan.
RSUs converted to common stock 7,903 shares Exercise of restricted stock units into common stock on May 7, 2026
Reported value per share on exercise $43.31/share Value associated with 7,903-share RSU conversion
New RSU grant size 5,723 units Restricted stock units granted May 6, 2026 under 2024 Equity Incentive Plan
Common shares held after transactions 31,522 shares Direct ownership following RSU conversion
Vesting/conversion date of new RSUs May 6, 2027 Scheduled conversion of 5,723 restricted stock units into common stock
Restricted Stock Units financial
"Restricted Stock Units awarded under the Issuer's 2024 Equity Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Equity Incentive Plan financial
"Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FAY SARAH ANN

(Last)(First)(Middle)
C/O ZIFF DAVIS, INC.
360 PARK AVE S., 17TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ZIFF DAVIS, INC. [ ZD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock $0.01 Par Value05/07/2026M7,903A$43.3131,522D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$005/07/2025M7,90305/07/2026 (1)Common Stock7,903$00D
Restricted Stock Units$005/06/2026A(2)5,72305/06/2027 (1)Common Stock5,723$05,723D
Explanation of Responses:
1. There are no expiration dates on RSUs.
2. Restricted Stock Unit awarded under the Issuer's 2024 Equity Incentive Plan.
Remarks:
/s/ Jeremy Rossen, as Attorney-In-Fact05/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Ziff Davis (ZD) director Sarah Ann Fay report?

Sarah Ann Fay reported equity compensation activity, including exercising 7,903 restricted stock units into common shares and receiving a new grant of 5,723 restricted stock units. No open-market purchases or sales were reported; all transactions stem from company stock awards.

How many Ziff Davis (ZD) common shares does Sarah Ann Fay hold after these transactions?

After the reported transactions, Sarah Ann Fay directly owns 31,522 shares of Ziff Davis common stock. This total reflects the conversion of 7,903 restricted stock units into common shares and represents her direct equity position as reported in the Form 4.

What new restricted stock unit grant did Sarah Ann Fay receive from Ziff Davis (ZD)?

She received a grant of 5,723 restricted stock units, each representing a right to receive one share of Ziff Davis common stock. These units were awarded under the company’s 2024 Equity Incentive Plan as part of her director compensation package.

When do Sarah Ann Fay’s new Ziff Davis (ZD) restricted stock units vest or convert?

The 5,723 newly granted restricted stock units are scheduled to convert into an equal number of Ziff Davis common shares on May 6, 2027. Until that date, they remain as restricted stock units rather than freely tradable common stock.

Did Sarah Ann Fay buy or sell Ziff Davis (ZD) shares on the open market?

The reported transactions do not show any open-market buying or selling. Instead, they involve exercising previously granted restricted stock units into 7,903 common shares and receiving a new grant of 5,723 restricted stock units as equity compensation.

What price is associated with Sarah Ann Fay’s Ziff Davis (ZD) share acquisition?

The conversion of 7,903 restricted stock units into common shares is reported at $43.31 per share. This figure reflects the value used in the Form 4 for the exercise of those equity awards, not a separate open-market purchase price.