A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Risk Factors The following is a summary of the principal risk factors that could have a material adverse effect on our business, results of operations and financial condition. Please carefully consider all of the information discussed in this “Item 3.D—Risk Factors” for a detailed description of such risks. •Our business depends on the recognition, integrity and reputation of our brands and on our ability to identify and respond to new and changing customer preferences. •We operate in many countries around the world and are exposed to various international business, regulatory, social and political risks, which could result in significant costs and adversely impact demand for our products. •We may face challenges in successfully implementing the strategy for each of our brands. •The sale of our products through the DTC channel is subject to certain risks, including difficulties in renewing the existing lease agreements, increases in rental charges or declines in sales, and impairment charges which may adversely affect our business and results of operations. •We are exposed to certain risks related to our wholesale channel, including as concerns points of sale operated by third parties, the risk of insolvency of our wholesale customers, the development of parallel markets, and our dependence on local partners to sell our products in certain markets. •Fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in our products or of commodities such as energy, could cause us to incur increased costs, disrupt our manufacturing processes or prevent or delay us from meeting our customers’ demands. •We could be adversely affected if we are unable to negotiate, maintain or renew our license or co-branding agreements. •Disruptions to our manufacturing and logistics facilities, as well as to our stores, may adversely affect our business. •The loss or unavailability of skilled personnel, including highly specialized craftsmen, and certain key personnel could adversely affect our business. 7 •Pandemics or other public health crises may materially and adversely affect our business. •Geopolitical tensions and uncertainties, including those relating to ongoing conflicts, could have a material adverse effect on our business, results of operations and financial condition. •We could be adversely affected by fluctuations in exchange rates. Risk factors relating to the Group’s business, strategy and operations Our business depends on the recognition, integrity and reputation of our brands. We design, manufacture, promote and sell luxury goods under a number of brands, including ZEGNA and Thom Browne. Pursuant to a long-term license agreement with The Estée Lauder Companies, we also operate the TOM FORD FASHION (“TFF”) business. Our sales and our ability to achieve premium pricing depend on the perception, recognition and reputation of such brands, which are among our most valuable assets. The perception, recognition and reputation of our brands are influenced by several factors, including product design, the distinctive character and the quality of our products and customer service and experience, the image of our stores and those of our franchisees and other wholesale customers, the success of our advertising and communication activities and our general corporate profile, some of which are outside of our control. Factors that may adversely affect our brands’ image include our inability to respond adequately to the needs and expectations of our customers with regard to the quality, style, creative vision, design and distinctive character, as well as the social and environmental sustainability, of our products, the service we provide in our stores and the customer experience that we offer, the dissemination by third parties of information that is untrue or defamatory, the commencement of litigation proceedings against us, as well as factors attributable to the parallel distribution and counterfeiting of our products. Brand appeal is closely tied to the creative vision and expression of its leadership. As we strive to align our brands’ creative output with evolving market demands, we may face difficulties in maintaining such brands’ identity and appeal. Changes in the creative director’s expression of talent can significantly influence how consumers perceive our brands. If the brand’s creative output fails to resonate with the target audience, that could lead to a loss of brand appeal. As we expand into new marketing channels, we may pursue new collaborations with designers, artists, promoters and influencers to attract new customers and drive engagement with existing customers. Such collaborators could engage in behavior, make statements or use their platforms in a manner that reflects poorly on our brand or otherwise adversely affect us. We may be unable prevent such actions, and the actions we take to address them may not be effective in all cases. Any of the foregoing factors could harm the recognition, appeal, integrity and reputation of our brands, causing us to lose existing customers or fail to attract new customers, or otherwise having a material adverse effect on our business, results of operations and financial condition. Our reputation may also suffer as a result of factors or actions attributable to our direct (“tier I”) suppliers as well as those attributable to indirect (“tier II” or lower-tier) suppliers. While we closely monitor our suppliers to ensure that they comply with all applicable laws and regulations and require them contractually to respect our ethical and compliance standards throughout their supply chain, if suppliers fail to comply with applicable law and contractual standards, including those relating to labor, social security, health and safety, and human rights, or if they deliver products that are defective or differ from our specifications or quality standards or do not comply with applicable law, this could have adverse effects on our production cycle, cause delays in product deliveries to our customers, damage our reputation and have a material adverse effects on our business, results of operations and financial condition. See also “—Risk factors relating to the industry in which the Group operates—We are subject to legal and regulatory risk” and “—Risk factors relating to the industry in which the Group operates—We are subject to risks associated with increased focus by stakeholders on environmental, social and governance matters.” Our success depends on our ability to anticipate trends and to identify and respond to new and changing consumer preferences. Our continued success depends in part on our ability to set and define product and fashion trends, and in part on our ability to identify and respond to changing consumer preferences in a timely manner. We recognize the importance of adapting to the evolving expectations of new generations of consumers and elevating our brand within the luxury market. This includes continuing to embrace digital innovation and sustainability practices. Our products must appeal to an evolving customer base whose preferences cannot be predicted with certainty and are subject to increasingly rapid change, while preserving the image and recognition of our brands. Although we dedicate considerable resources to market analysis and the 8 identification of new fashion trends, we may not be able to promptly anticipate fashion trends or to quickly adapt to these trends during the design and manufacturing stages. If we fail to identify or promptly respond to new trends or changing consumer preferences, including concerns or perceptions regarding the sustainability and environmental impact of our products, our brands’ reputation may be affected, which could result in unsold products, a decline in sales to customers as well as a worsening of our luxury positioning, and could have a material adverse effect on our business, results of operations and financial condition. We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks. We operate in over 80 countries worldwide through a direct and indirect distribution network. For the year ended December 31, 2025, 36% of our revenues were generated in EMEA, 30% were generated in the Americas, 23% were generated in the Greater China Region, and 11% were generated in Rest of APAC. Our operations in various international markets expose us to several risks, including those arising from: competition with local competitors (which may have greater resources and/or more favorable market positions); the diversity of consumers’ tastes and preferences and our ability to anticipate or respond to such tastes and preferences; the appetite and ability of consumers to spend on luxury goods, including potential reductions in discretionary or luxury spending due to geopolitical events, macroeconomic volatility or broader economic uncertainty; changes or deterioration in the political, social and economic environments in the countries where we operate; changes in regulations, including tax regulations, the imposition of new tariffs, duties or other protectionist measures, and financial sanctions; strict regulations affecting the import and processing of certain raw materials and finished goods; the occurrence of acts of terrorism or similar events, conflicts, geopolitical tensions, civil unrest or situations of political instability; parallel imports of goods at terms inconsistent with our guidelines and distribution of our products, in violation of exclusive territorial rights granted to other importers and licensees (the so-called “gray market”), which may force us to reposition our pricing in certain countries and erode our profitability. These or other factors may harm our business in international markets or cause us to incur significant costs in these markets, and we may be unable to pass such costs on to our customers. Any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. See also “—Risk factors relating to the industry in which the Group operates—Global economic conditions and macro events could adversely impact demand for our products” and “—Risk factors relating to the industry in which the Group operates—Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on our business, results of operations and financial condition.” Developments in Greater China and other growth and emerging markets may adversely affect our business. We operate in a number of growth and emerging markets, both directly and through our distribution partners. In particular, a significant portion of our sales are in the Greater China Region (which for our reporting purposes includes the Chinese mainland, Hong Kong S.A.R., Macau S.A.R. and Taiwan), representing 23%, 26% and 31% of our revenues in 2025, 2024 and 2023, respectively, where we have had a direct retail presence since 1991. While these markets experienced sustained economic growth and increases in personal income and wealth in recent years, demand for luxury products slowed in 2024 due to a decline in consumer confidence, driven by, among other factors, economic uncertainty, a decline in the real estate sector, and evolving consumer preferences, particularly in relation to overseas shopping. While 2025 showed initial signs of improvement, growth remains subdued and customers continue to adopt a cautious approach to discretionary spending. Geopolitical tensions and further slowdown in the rate of growth there and in other growth emerging markets could cause a decline in our sales, or limit the opportunity for us to increase sales of our products and revenues in those regions in the near term. For example, any increase in tensions around Taiwan, including threats of military actions or escalation of military activities, as well as the rising of protests, could adversely affect our sales in the Greater China Region. Economic and political developments in emerging markets, including economic crises, political instability or geopolitical tensions, have had and could have in the future material adverse effects on our business, results of operations and financial condition. Government actions such as tax changes, measures aimed at limiting the import of foreign goods or the active discouragement of luxury purchases, or measures aimed at regulating excessively high incomes may also impact the market for luxury goods in these markets. Such regulatory action and related statements by governmental authorities may also affect the social acceptability of spending on luxury goods. Consumer spending habits in these markets may also change due to other factors that are outside of our control. 9 Maintaining our position in these growth and emerging markets is a key component of our global strategy. However, initiatives from several global luxury goods manufacturers have increased competitive pressures for luxury goods in several emerging markets. As these markets continue to grow, we anticipate that additional competitors, both international and domestic, will seek to enter these markets and that existing market participants will try to aggressively protect or increase their sales. Increased competition may result in pricing pressure, reduced margins and our inability to increase or maintain our sales levels, which could have a material adverse effect on our results of operations and financial condition. See also “—Risk factors relating to the industry in which the Group operates—The markets in which we operate are highly competitive.” Failure to implement our strategy could adversely affect our results of operations. Our ability to increase revenues, enhance operating performance and generate profits and cash flows depends significantly on the successful execution of our strategic plan across our portfolio of brands. See “Item 4.B—Business Overview” for a description of our strategy at the Group level and for each brand. Certain elements of our strategy may increase our exposure to specific products, customer segments or distribution channels, which could reduce diversification and increase sensitivity to changes in consumer preferences or demand. If demand for such products weakens or if our strategic assumptions regarding customer behavior prove to be incorrect, our revenues and results of operations could be adversely affected. The execution of our strategy also requires effective coordination of creative direction, marketing initiatives and product development with broader business objectives. If our investments in these areas do not align with consumers’ demand and expectations, that may lead to inefficient investments or cost allocations and missed opportunities for sales and growth, which could affect our business and results of operations. In addition, our strategy includes continued investment to grow the direct to consumers channel, including the opening of new stores, which involves significant capital expenditures and operational complexity. If the execution of our stores roll-out plan is not successful, or if newly opened stores perform below expectations, we may not achieve the return on investment or the growth and profitability that we anticipate. Our strategy is premised upon certain assumptions about the global economic environment, the evolution of demand for luxury goods in the various regions in which we operate or seek to operate, our competitive position and the ability of our management team to effectively carry out our strategic plan. If we fail to implement our strategic plan, if our assumptions prove to be incorrect or if the geopolitical situation triggers an economic crisis or a conflict situation in the regions where we operate, our ability to increase our revenues and profitability could be affected, which could have a material adverse effect on our business, results of operations and financial condition. We are exposed to risks relating to recent and potential future acquisitions. Our growth strategy may, from time to time, include acquisitions. Such acquisitions may cause us to face uncertainties concerning the economic and financial outcomes of such transactions. With respect to both past and future acquisitions (including the TFI Acquisition which closed on April 28, 2023), we may be exposed to liabilities (including tax liabilities) not detected during the due diligence process or not covered by contractual provisions. Furthermore, other assessments of the acquired business made at the time of the initial investment could prove to be incorrect. The achievement of the anticipated benefits of an acquisition is subject to a number of uncertainties, including general competitive factors in the marketplace, the economic environment, our ability to integrate the businesses in an efficient and effective manner and establish and implement effective operational principles and procedures. We may also encounter unexpected difficulties and costs if we are unable to retain certain key employees and achieve minimal unplanned attrition, which could increase our hiring and training costs and disrupt our business, or in connection with hiring new senior managers. The process of coordinating and integrating businesses acquired by the Group has required and will continue to require significant management and financial resources that may otherwise have been focused on the ordinary course management of our activities. The integration process also requires the application of financial reporting and management control systems to the acquired companies, as well as the integration of IT systems, compliance and risk management policies (which may apply different standards, procedures and tools), and the training of new personnel. Each of these needs could require considerable resources from us, entailing significant costs. If we incur liabilities as a result of acquisitions and these liabilities exceed the contractual indemnification caps, or if indemnification is not available for any other reason, this could have a material adverse effect on our business, results of operation and financial condition. Furthermore, we are exposed to the risk that the evaluations and assumptions underlying investment decisions could turn out to be incorrect, which could lead to unexpected difficulties in the process of integrating the acquired assets or companies with our business, or costs and other unforeseen liabilities for the Group, and we may not obtain the benefits and synergies expected from such transactions. Any of the above circumstances could have adverse effects on our business, results of operations and financial condition. 10 We are subject to certain risks related to the sale of our products through our DTC channel and in particular our directly operated stores. In our distribution model, the DTC channel consists of full price mono-brand stores (boutique) managed directly by us, or outlets managed by us and concessions with department stores, as well as a directly managed online boutique and other e-commerce platforms through which we sell directly to our customers. In recent years, part of our strategy has involved accelerating and amplifying our operations through the DTC channel across our brands. At December 31, 2025, we operated 282 ZEGNA, 123 Thom Browne and 66 TOM FORD FASHION DOSs (281 ZEGNA, 116 Thom Browne and 64 TOM FORD FASHION DOSs at December 31, 2024). The DTC channel generated revenues of €1,449.0 million in 2025 and €1,390.7 million in 2024 (or 82.0% and 77.6% of our consolidated revenues from branded products, respectively). The risks related to managing currently existing DOSs mainly relate to possible difficulties in renewing the existing lease agreements, an increase in rental charges, decline in sales and impairment charges. Our DOSs are located in properties that we lease from third parties. There is significant competition among retail operators in our industry to obtain commercial spaces in prestigious locations in major cities, towns and resort destinations worldwide. Accordingly, to find prime locations for new stores or to renew our lease agreements, we may have to compete with other operators, including those in our same industry, some of which have greater economic and financial resources than us or otherwise more bargaining power. If we are unable to renew our lease agreements with economic terms consistent or more beneficial than those currently applicable, or if we are forced to accept rental charges which are substantially higher than the existing ones, this could have a material adverse effect on our business, results of operations and financial condition. Our DOSs have a high level of fixed costs. A decrease in revenues from the retail channel could, in light of the high level of fixed costs, have a material adverse effect on our business, results of operations and financial condition. We analyze the performance of each of our DOSs and market trends in order to assess whether to open new DOSs (or move DOSs to a different location), renew existing leases, or close DOSs that are underperforming. If our analysis is inadequate or based on the wrong assumptions, we could select sub-optimal locations for our stores, or keep or open underperforming stores, which could have a material adverse effect on our business, results of operations and financial condition. In the event we decide to close an underperforming DOS, the terms of the lease may not allow us to terminate the lease without significant penalties (such as payment of rent until the expiry of the contractual term). In addition, the performance of our DOSs may be difficult to forecast, and in particular with respect to any newly opened DOSs it may take longer than expected to reach planned levels of profitability. If actual cash flows generated by our DOSs are lower than anticipated, the carrying value of lease-related assets and other store assets may exceed their recoverable amount, which could require us to record impairment charges. In 2025, we recorded impairment losses relating to certain store assets for €15,039 thousand (€11,196 thousand in 2024). In addition, although we have adopted internal policies and training initiatives to ensure that the staff in our DOSs operate in a manner consistent with the image and prestige of our brands, there can be no assurance that such staff will abide by such policies or that inappropriate or illicit behavior by certain employees will not occur. If there is any allegation brought against us as a result of negligence or other impermissible conduct by our DOS staff, we may be exposed to legal or other proceedings or increased public scrutiny, which may result in substantial costs, diversion of resources and management’s attention and potential harm to our reputation. The operations of our retail channel and DOSs are also subject to risks such as information technology system failure, work stoppage, wars, conflicts, civil unrest, natural disasters, fire and government-imposed shutdowns. Any interruption of activity in our retail channel and DOSs due to these or other similar events out of our control could result in disruption to our operations and a reduction in sales, which could have a material adverse effect on our business, results of operations and financial condition. Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages. To meet anticipated demand for our products in the DTC channel, we forecast inventory needs and arrange manufacturing activities based on our estimates of future demand for particular products. Our ability to accurately forecast demand for our products could be affected by several factors, including an increase or decrease in customer demand for our products or for products of our competitors, changing consumer preferences, changing product trends, our failure to accurately forecast consumer acceptance of new products, product introductions by competitors, unanticipated changes in 11 general market conditions and weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast consumer demand, we may experience excess inventory levels or a shortage of products available for sale in our stores or for delivery to customers. Inventory levels in excess of customer demand may result in an increase in inventory obsolescence, leading to inventory write-downs or write-offs and the sale of excess inventory at discounted prices, any of which could cause our gross margin to suffer, impair the strength and exclusivity of our brands, and have a material adverse effect on our results of operations, financial condition, and cash flows. Conversely, if we underestimate customer demand for our products and fail to arrange sufficient manufacturing capacities in advance, then we may not be able to deliver products to meet our requirements and we may experience inventory shortages. Inventory shortages in our stores or third-party distribution centers could result in delayed shipments to customers, lost sales, a negative customer experience, lower brand loyalty, and damage to our reputation and customer relationships, any of which could have a material adverse effect on our results of operations, financial condition, and cash flows. In the wholesale channel, we are subject to certain risks arising from points of sale operated by third parties, and we are dependent on our local partners to sell our products in certain markets. In the wholesale channel, we sell our products to franchisees, specialty stores, department stores and online retailers. For the years ended December 31, 2025 and 2024, revenues attributable to the wholesale channel for ZEGNA brand, Thom Browne and TOM FORD FASHION amounted respectively to €318.1 million and €402.3 million (or 18% and 22% of our consolidated revenues from branded products, respectively). The termination or loss of existing commercial relationships with our primary wholesale customers, the failure to develop new commercial relationships on economically favorable terms (or at all) or a significant decrease in wholesale channel revenues could have a material adverse effect on our business, results of operation and financial condition. In addition, any failure by retailers not directly operated by us to manage their stores, or by our local partners to act, in a manner consistent with the image and prestige of our brands or in line with any agreed contractual commitments (including in terms of sale prices), or failure by online retailers to comply with consumer protection laws or provide accurate product descriptions, could damage the competitive position and image of our brand, with potential material adverse effects on our business, results of operations and financial condition. See “—Our business depends on the recognition, integrity and reputation of our brands.” In certain of the geographic markets in which we operate, the distribution of our products is carried out, sometimes exclusively, through franchising agreements with local operators. Although we generally have not experienced significant problems in the past with such wholesale customers, the loss of one or more important commercial relationships with, or the occurrence of material disagreements with, our distribution partners or a failure to renew or develop commercial relationships on economically favorable terms (or at all) with them could have a material adverse effect on our business, results of operations and financial condition. Furthermore, the possibility of parallel markets developing through wholesalers poses additional risks. These parallel markets arise when products are sold outside official distribution channels, often at lower prices. This may undermine our pricing strategy, brand equity and customer loyalty. In addition, any actions taken against parallel markets may result in a decline in sales that may be not be offset by an increase in sales through official channels. Our operations are also subject to the risk of insolvency of our wholesale customers, including as a result of potential debt restructurings or other actions taken by third parties that may jeopardize our ability to collect amount due in a timely manner, or at all. If any of our wholesale customers are in financial distress or become insolvent, that may result in a reduction of future business with that customer, and may also lead to excessive inventory of unsold finished products and unused semi-finished products or raw materials, which we may be unable to sell to other wholesale customers or through the DTC channel. There can be no assurance that we will be able to successfully mitigate such risk, and our business, results of operations and financial condition could be materially adversely affected. For example, on January 13, 2026, our wholesale customer Saks Global filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code. As a result thereof, in 2025 we recorded an allowance for potential losses on trade receivables of €10,077 thousand. Although we have decided to continue doing business with Saks Global both on a wholesale basis and through our existing concessions (DTC), the Chapter 11 proceedings are ongoing and subject to significant uncertainty. The ultimate recovery of amounts owed to us will depend on the outcome of the bankruptcy 12 proceedings. We may be required to record additional allowances for expected credit losses or write-offs, which could adversely affect our results of operations and financial condition. Fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in our products could cause us to incur increased costs, disrupt our manufacturing processes or prevent or delay us from meeting our customers’ demands. We require high quality raw materials in order to produce our products. The market price of the raw materials that we require for our production depends on many factors that are largely out of our control and which are difficult to predict. The primary raw materials we use are fibers and yarns of wool, silk, cotton, linen, cashmere and fabrics of the same composition, as well as leather and vicuña. The availability of wool, cashmere, leather and silk depends on unpredictable factors which are outside our control, including flooding, droughts and climate change effects affecting harvests and farming activities in the areas where these raw materials originate (mainly Australia and New Zealand for wool, Greater China and Mongolia for cashmere, Turkey, Egypt and the United States for cotton, Europe and the Caribbean for linen, Greater China for silk and Europe, Australia, New Zealand and the United States for leather). Moreover, diseases and pests could affect livestock and plants and, as a result, fiber quality. We also use rare raw materials, such as ultra-fine wool and vicuña and other fine yarns, fabrics and specially selected calf leather, which are only available in a very limited quantity and subject to strict export and processing regulations, which may change. Moreover, the use of traceability or certification requirements for certain collections, such as Oasi Cashmere, Oasi Lino and Vellus Aureum, could restrict our ability to source sufficient certified materials to meet customer demand. Possible legislative, political and economic developments, potential social instability or the introduction of export restrictions or tariffs in the countries in which our suppliers operate, or the introduction of import restrictions on products from such countries, could have a negative impact on our procurement activities. These and other factors could affect the availability and price of the raw materials required for our production. For instance, the price of cashmere rose significantly over the last three years, and fine linen fiber prices continued to grow as a result of various factors, including droughts that reduced the available quantity of high quality flax. The price of other raw materials has also been affected by the high inflationary environment globally. If the supply of such raw materials decreases (including due to shortages or to a decrease in the number of producers or suppliers of raw materials), we may face difficulties in obtaining sufficient supplies of high-quality raw materials, and the relevant prices may increase. Thus, we could face supply shortages in the medium term and rising costs of purchasing, which we may be unable to pass on to our customers. In addition, our suppliers could cancel or delay the delivery of raw materials to us, may fail to provide raw materials that meet our high-quality standards or may fail to comply with our increasingly stringent sustainability and traceability requirements. This could delay our manufacturing process or cause us to incur increased costs to obtain raw materials of the quality we require. Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial condition. Suppliers’ actions may also damage our reputation. See “—Our business depends on the recognition, integrity and reputation of our brands.” We could be adversely affected if we are unable to negotiate, maintain or renew our license or co-branding agreements with high end third party brands. We are a party to various agreements with third party brands, as licensee or supplier, and license agreements, as licensor and licensee. In accordance with the definitive agreements for the acquisition of TFI, which closed on April 28, 2023, TFI entered into a license agreement, pursuant to which TFI is the licensee of The Estée Lauder Companies for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile and home design products, for a term of 20 years, subject to renewal at TFI’s option for one further 10-year period subject to certain minimum performance conditions (the “TFF License”). Under the TFF License, we are required to pay royalties to the licensor. If we are unable to run the licensed business efficiently (considering the royalties and other costs), our profitability may be adversely affected. In addition, the TFF License provides for certain minimum guaranteed royalties payable to The Estée Lauder Companies regardless of the level of sales actually achieved. We are also party to certain license agreements whereby we grant, for a certain period of time, the use of our brands to third parties for the production of products in adjacent luxury sectors (including fragrances, eyewear, beachwear and underwear). For the year ended December 31, 2025, royalties relating to these arrangements were €3.1 million. If any of these 13 licensees were not to perform their obligations towards the Group (including by failing to ensure the required quality, sustainability or traceability standards, not complying with our directions with respect to distribution channels and after sale services, breaching obligations related to our intellectual property rights, or failing to comply with the timeline for product launches), we may be unable, in a commercially reasonable time, to replace such licensee with another producer capable of ensuring equivalent quality and production standards, or procure its services upon the same or substantially the same financial terms. Our inability to maintain a presence in these adjacent luxury sectors or to provide products in these sectors of a quality comparable to that of our other products may reflect negatively on the reputation and integrity of our brands. From time to time, we enter into co-branding projects with different brands for the design, production and sale of certain selected co-branded products. We also enter into collaborations with other brands to offer new products lines (as we did with Norda Run, Baccarat and Frette, and more recently with the Thom Browne collaboration with ASICS America Corporation). If we fail to negotiate, enter into or renew such relationships in a mutually satisfactory manner for both brands, in particular with respect to the distribution of the co-branded products and the ownership and protection of the intellectual property rights related to these projects, we may be unable to replace the revenues generated in the past from these collaborations. If any of the foregoing licensing agreements or co-branding projects with third party brands are terminated for any reason, not renewed upon their expiration or renewed but with less favorable terms and conditions, this could have a material adverse effect on our business, results of operations and financial condition. We depend on our manufacturing and logistics facilities, which are subject to disruption. We operate manufacturing and logistics facilities in Italy, Switzerland and Turkey and logistics facilities in the People’s Republic of China, Hong Kong, Japan, South Korea, and the United States, as well as minor logistics facilities other countries. These facilities are subject to operational risks, including mechanical and information technology system failure, work stoppage, civil unrest, increases in transportation costs, natural disasters, flooding, fire, government-imposed shutdowns and disruption to supplies of raw materials or of commodities such as energy. Any interruption of activity in our manufacturing or logistics facilities due to these or other similar events outside of our control could result in disruption to our operations and a reduction in sales, which could have a material adverse effect on our business, results of operations and financial condition. See “—Our financial condition and results of operations may be adversely affected by the occurrence of a global pandemic or other health crises.” Our business depends on tourist traffic and demand. A significant amount of our sales is generated by customers who purchase products while travelling. Consequently, adverse economic conditions (such as financial crises or exchange rate volatility), global political developments, other social and geopolitical tensions, instability, disorders, riots, civil wars or military conflicts, natural disasters such as fire, floods, blizzards, global pandemics, and earthquakes or other events, as well as travel restrictions imposed by governments, which result in a shift in travel patterns or a decline in travel volumes, have had in the past, and may have in the future, an adverse effect on our business, results of operations and financial condition. See also “—Our financial condition and results of operations may be adversely affected by the occurrence of a global pandemic or other health crises,” “—Risk factors relating to the industry in which the Group operates—Global economic conditions and macro events could adversely impact demand for our products” and “—Risk factors relating to the industry in which the Group operates—Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on our business, results of operations and financial condition.” We depend on highly specialized craftsmanship and skills. One of the distinguishing features of certain of our products is the highly specialized craftsmanship involved in their manufacturing, which is also a result of the experience that our specialized employees have acquired over the course of the years. Although we try to preserve these craftsmanship skills and ensure that they are passed on to the next generations, the number of our specialized employees may decrease in the future and their craftsmanship skills may no longer be readily available. If this were to occur, it could affect our ability to ensure the distinctive quality of certain of our products in the future, which in turn could have a material adverse effect on our business, results of operations and financial condition. 14 In such circumstances, we could be forced to rely, in whole or in part, on external specialized craftmanship, which would require enhanced oversight to ensure that the production throughout the supply chain complies with the same standards of quality, ethics and operational integrity that apply to our employees. Our business success depends on certain key senior personnel as well as skilled personnel, and their loss or unavailability could adversely affect our business. The performance of our business depends significantly on the efforts and abilities of some key senior personnel. Such key personnel have substantial experience and expertise in the luxury goods business and have made significant contributions to the success of our business. Although we have a succession planning process in place for certain key roles, if any key personnel were to leave us abruptly, or become otherwise unable or unwilling to continue in their roles, we may not be able to replace them in a timely fashion or with individuals of equivalent experience and capabilities. This includes a potential departure of a Creative Director, which could lead to a period of uncertainty that significantly impacts our brand’s image and reputation. In addition, the replacement of key personnel generates significant hiring costs. The failure to retain or replace such key personnel with other skilled personnel capable of integrating into our operations efficiently could lead to delays in the development of collections, inefficiencies in management of our business, and, accordingly, could have a material adverse effect on our business, results of operations and financial condition. In addition, our future success depends on our ability to continue to attract, retain and motivate skilled employees, and to develop internal talent that will step into key roles. Competition for employees is becoming more intense. The ability to attract, hire and retain skilled personnel depends on our ability to provide meaningful work at competitive compensation. The inability to do so effectively would constrain our ability to timely complete certain projects, which could adversely affect our business, results of operations and financial condition. Our financial condition and results of operations may be adversely affected by the occurrence of a global pandemic or other health crises. A significant outbreak, epidemic or pandemic of a contagious disease, such as COVID-19, in any geographic area in which we operate or we plan to operate could result in a health crisis adversely affecting the economy, consumer spending and behavior, tourism, overall demand for our products, supply chain and financial markets in such areas. Any preventative or protective government-mandated restrictive measures and the responsive actions adopted by the private sector and individual consumers in response to any such health crisis, such as travel restrictions, quarantines, or site closures, may adversely impact our business operations, store traffic, employee availability, supply chain, financial condition, liquidity and cash flows. Any of the foregoing events could adversely affect our business, results of operations and financial condition. In addition, any widespread public health crisis may also exacerbate other risks disclosed in this “Item 3.D.—Risk Factors,” including, but not limited to, our competitiveness, demand for our products, shifting consumer preferences, exchange rate fluctuations, and availability and price of raw materials. We depend on the protection of our intellectual property rights. We believe that our intellectual property is essential to the success of our products and to our competitive position. We dedicate significant resources to the protection of our intellectual property assets (including trademarks, designs, production processes and technologies, utility patents and other distinctive marks) in the jurisdictions in which we operate. There can be no assurance, however, that we will succeed in protecting our intellectual property rights. With respect to designs in particular, design rights do not prevent our competitors from developing products that are substantially equivalent to or better than our products, while not infringing our intellectual property rights. Moreover, any actions we take to establish and protect our designs, trademarks, patents, and other intellectual property rights may not be adequate to prevent counterfeiting, imitation of our products by competitors or other third parties or to prevent these persons from asserting rights in, or ownership of, our brand trademarks and other intellectual property rights. We may therefore be forced to spend significant resources to defend our intellectual property from infringement or from third party claims. In addition, should third parties register intellectual property rights which overlap with ours, or should we attempt to enter new markets where third parties have registered intellectual property rights which are similar to those which we would wish to register, we may be constrained from developing our business in such markets or we may have to spend more resources to 15 support our registration. Moreover, applications to register intellectual property may face objections from the trademark offices we seek to register them in and may not mature into registrations. If we were to face judicial or administrative challenges involving our registered intellectual property rights, for instance requesting cancellation on grounds of non-use, we may not be able to successfully resolve these types of conflicts to our satisfaction. Each of the above could have a material adverse effect on our business, results of operations and financial condition. In addition, the laws of certain countries may not protect trademarks, designs, copyrights and other intellectual property rights to the same extent as the laws of the United States or the European Union. Third parties could also make claims or bring legal action against us for an alleged infringement of such third parties’ intellectual property rights. As a result, we may be required to discontinue the sale of certain products, pay damages, incur licensing costs, modify our production processes and/or products, or have the scope or validity of our intellectual property rights determined in court in order to be authorized to sell such products. For instance, on June 28, 2021 Adidas AG (“adidas”) commenced an action against Thom Browne, Inc. in the Southern District of New York, for, among other things, trademark infringement, unfair competition, dilution and various state claims, in connection with the use of Thom Browne’s five color grosgrain ribbon and the four bars on sleeves and pants on its sporting goods, sportswear and athletic wear, allegedly infringing the three stripe marks of adidas. The case was assigned to a jury trial and, on January 12, 2023, the jury found that at no time did Thom Browne, Inc. infringe on any of adidas’s trademarks. Adidas’ appeal was denied. In addition, based on evidence submitted in another trial against Thom Browne Inc., adidas has filed a motion requesting a new trial based on discovery flaws. Such motion was denied, and adidas has appealed the lower Court’s denial of its motion. A decision is expected in the first half of 2026. Should the appeal be decided in favor of adidas, a new trial may take place. Meanwhile, the opposition filed by adidas against several trademarks which Thom Browne Inc. filed for registration in the European Union was substantially denied, but Adidas has filed another opposition, pending which the registration of the relevant trademarks remains on hold. In the UK, adidas filed before the High Court of Justice in London claims for infringement alleging infringement of adidas’ marks by Thom Browne Inc.’s use of its grosgrain ribbon signature as well as the four bar design, which were fully dismissed on November 22, 2024. As adidas did not appeal the decision denying its claims of trademark infringement, this decision is now final. In Germany, adidas commenced a lawsuit in 2022 before the Nuremberg-Furth District Court against Thom Browne, Inc. and Thom Browne Retail Italy S.r.l., alleging Thom Browne’s four-bar signature infringed adidas’s three stripe mark. In first instance, the Court rejected adidas’ claims for infringement. Adidas appealed the decision and the case is pending. Thom Browne intends to continue to vigorously defend its position in all the aforementioned proceedings. These or any other such events may entail significant losses in addition to legal costs, with possible adverse effects on our business, results of operations and financial condition. For information on legal costs incurred in connection with this matter up to December 31, 2025, see “Item 5—Operating and Financial Review and Prospects—Non-IFRS Financial Measures” and “Note 5 — Segment reporting” to the Consolidated Financial Statements included elsewhere in this document. A disruption in our information technology, including as a result of cybercrimes, could disrupt our business operations and compromise confidential and sensitive information. We depend on our information technology and data processing systems to operate our business, and a significant malfunction or disruption in the operation of our systems, human error, interruption to power supply, or a security breach that compromises the confidential and sensitive information stored in those systems or halts their functioning, could disrupt our business and adversely impact our ability to operate. Our ability to keep our business operating effectively depends on the functional and efficient operation by us and our third-party service providers of our information, data processing and telecommunications systems, including our product design, manufacturing, distribution, sales and marketing, billing and payment systems. We rely on these systems to operate and manage substantially all aspects of our business, including to support core business processes and decision-making across retail operations, production and logistics, billing, financial reporting, payments, treasury and inventory management. Recently, we have also been enhancing our solutions for advanced analytics and customer experience, furthering use of artificial intelligence and machine learning (“AI”) for areas such as marketing, digital experience, product recommendation and matching, learning customer preferences, customer profiling and segmentation. Generative AI is being tested to augment creative and content creation processes on an assistive basis. The 16 legal and regulatory environment relating to AI in the jurisdictions where we operate is uncertain and rapidly evolving, and includes laws and regulations targeted specifically at AI (such as Regulation (EU) 2024/1689 of the European Parliament and of the Council, commonly known as the EU Artificial Intelligence Act, which entered into force on August 1, 2024, with different provisions taking effect as of different dates) as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. These evolving laws and regulations could require changes in our use of AI and increase our compliance costs and the risk of non-compliance. Our use of AI could require significant expenditures (in terms of investments, compliance and effective change management) and also lead to novel and urgent cybersecurity risks, including new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our reputation, business, results of operations and financial condition. All of our systems are susceptible to malfunctions and interruptions due to equipment damage, power outages, connection interruption, and a range of other hardware, software and network problems. Those systems are also susceptible to cybercrime, or threats of intentional disruption, which are increasing in terms of sophistication (including through the use of AI technologies) and frequency, with the consequence that such cyber incidents may remain undetected. In addition, having a portion of our workforce working in a hybrid work environment, where our employees are often working remotely, could also increase our vulnerability to risks related to our hardware and software systems, including risks of phishing and other cybersecurity attacks. For any of the foregoing reasons, we may experience system malfunctions or interruptions. Although our systems are diversified, including multiple server locations, third party cloud providers and a range of software applications for different regions and functions, and we periodically assess and implement actions to ameliorate risks to our systems, a significant or large scale malfunction or interruption of our systems could adversely affect our ability to manage and keep our operations running efficiently, and damage our reputation if we are unable to track transactions and deliver products to our customers. A malfunction that results in a wider or sustained disruption to our business could have a material adverse effect on our business, results of operations and financial condition. In addition, our recently acquired businesses may use different information technology and data processing systems than those used at a broader group level, which could make it more complex to prevent or timely address any of the foregoing events. In addition to supporting our operations, we use our systems to collect and store confidential and sensitive data, including information about our business, our customers and our employees. Any unauthorized access to our information systems may compromise the privacy of such data and expose us to claims as well as reputational damage. Ultimately, any significant violation of the integrity of our data security could have a material adverse effect on our business, results of operations and financial condition. See “—We are exposed to the risk that personal information of our customers, employees and other parties collected in the course of our operations may be damaged, lost, stolen, divulged or processed for unauthorized purposes.” We are exposed to the risk that personal information of our customers, employees and other parties collected in the course of our operations may be damaged, lost, stolen, divulged or processed for unauthorized purposes. In carrying out our business, we collect, store and process personal data of our customers, employees and other parties with whom we deal, including data we gather for product development and marketing purposes. Therefore, we are subject to a variety of strict and ever-changing data protection and privacy laws on a global basis, including the EU General Data Protection Regulation, the Personal Information Protection Law of the People’s Republic of China and the California Invasion of Privacy Act. These laws are complex and subject to continuously evolving interpretations, including as a result of the use of information technology. As a result, we may be subject to claims and investigations with respect to our interpretation and application of such laws. We are exposed to the risk that personal data we store and use may be damaged or lost, stolen, divulged or treated or processed for unauthorized purposes by the individuals responsible for data management or by unauthorized individuals (including third parties and the Group’s employees). The destruction, damage to or loss of personal data, as well as its theft, unauthorized treatment or processing or dissemination, could significantly impair our reputation and impact our operations; it could also lead to governmental investigations and the imposition of fines by competent authorities, with possible adverse effects on our business, results of operations and financial condition. See also “—A disruption in our information technology, including as a result of cybercrimes, could disrupt our business operations and compromise confidential and sensitive information.” 17 We are subject to certain risks related to related party transactions. We have engaged, and continue to engage, in relationships of a commercial nature with related parties. These relationships consist mainly in the purchase of raw materials and industrial services, licensing and sustainability-related agreements, financial guarantees and collaterals, and certain contributions to Fondazione Zegna. In addition, we lease certain real estate properties from related parties. See “Item 7.B—Related Party Transactions.” We believe that the terms and conditions of our transactions with related parties are at arm’s length and on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved. However, there can be no assurance that if such transactions had been concluded between or with third parties, such parties would have negotiated or entered into agreements or carried out such transactions under the same or substantially similar terms and conditions. In addition, there is no assurance that we will be able to renew these agreements at the end of their term at the same terms and conditions. We are exposed to currency related risks. We operate in numerous markets worldwide and are exposed to market risks stemming from fluctuations in currency exchange rates. In particular, changes in exchange rates between the Euro and the main foreign currencies in which we operate affect our revenues and results of operations. The exposure to currency risk is mainly linked to the differences in geographic distribution of our sourcing and manufacturing activities from those in our commercial activities, as a result of which our cash flows from sales are denominated in currencies different from those related to purchases or production activities. In particular, we incur a large portion of our capital and operating expenses in Euro while we receive the majority of our revenues in currencies other than Euro (mainly in U.S. Dollars and currencies pegged to the U.S. Dollar, Chinese Renminbi, Japanese Yen, Hong Kong Dollars and British Pound). Therefore, our results may be adversely affected if these currencies depreciate against the Euro, which has been the general trend for most of these currencies during the course of 2025. Such risk is heightened given the extended time period between the moment when the sale prices of a collection are set and the moment when revenues are converted into Euro, which may extend up to 18 months. In addition, foreign exchange fluctuations might also negatively affect the relative purchasing power of our clients, which could also have an adverse effect on our results of operations. See “Item 5.A—Operating Results—Trends, Uncertainties and Opportunities.” An appreciation of the U.S. Dollar against the Euro may adversely affect our results of operations due to certain significant liabilities on our Consolidated Statement of Financial Position which are originally denominated in U.S. Dollars. In particular, we recognize a financial liability corresponding to the present value of the exercise price in U.S. Dollars of the put option granted to the non-controlling interest in our investment in the Thom Browne group, which is remeasured at fair value at the end of each period. The remeasurement of the liability at each reporting date is recognized through profit or loss based on the latest available information. For additional information, see Note 28 — Other non-current financial liabilities to the Consolidated Financial Statements included elsewhere in this document. Any appreciation or depreciation in the U.S. Dollar against the Euro results in a corresponding unrealized loss or gain in the Consolidated Statement of Profit and Loss foreign exchange line item. In 2025, the U.S. Dollar depreciation against the Euro resulted in an unrealized gain of €14.7 million for the year ended December 31, 2025. More recently, the first months of 2026 have been characterized by high volatility in foreign exchange markets. Exchange rate fluctuation may also adversely affect our competitive position as compared to other operators in the luxury goods market, who may incur costs in other currencies with more favorable exchange rates relative to the currencies of our principal markets. In the Zegna segment, the Tom Ford Fashion segment and, since July 2025, the Thom Browne segment, we seek to manage risks associated with fluctuations in currency through financial hedging instruments, mainly forward contracts or collar (plain vanilla zero cost option) for the sale of foreign currencies. However, there can be no assurance that we will be able to hedge currency related risks successfully, and our business, results of operations and financial condition could nevertheless be adversely affected by fluctuations in market rates, particularly if such fluctuations are extended over time. In addition, because the Euro is the functional currency used in our consolidated financial statements, fluctuations in exchange rates used to translate figures in our subsidiaries’ financial statements that were originally expressed in a foreign currency could have a significant impact on results, net financial indebtedness, and consolidated net shareholders’ equity as expressed in Euro in our consolidated financial statements. 18 We are exposed to risks relating to fluctuations in interest rates and other market risks. We have entered into Euro-denominated financing agreements and revolving credit facilities providing for a floating interest rate. As of December 31, 2025, floating rate loans represented approximately 95% of our total borrowings, for a financed amount of approximately €233.4 million. In addition, we also have undrawn Euro-denominated revolving, floating rate credit facilities available. Although we have entered into derivative financial instruments to hedge part of our exposure to interest rate risk, an increase in interest rates during the term of such financing agreements, which would result in higher interest payments thereunder, could have a material adverse effect on our business, results of operations and financial condition. In addition, an increase in the interest rate in different countries could have a material impact on the hedging cost related to derivatives instruments to hedge our exposure in foreign currencies. See “—We are exposed to currency related risks.” As of December 31, 2025, we had approximately €75.7 million of securities invested in listed and unlisted financial instruments (recorded within other current financial assets). We do not enter into investments for trading or speculative purposes. The primary objective of our investment activities is to preserve principal while maximizing the income that we receive from our investments without significantly increasing risk of loss. In connection with our investment activities, we may be exposed to market risk, i.e. the risk of loss related to changes in market prices, volatility, counterparty and liquidity of financial instruments, which could have a material adverse effect on our business, results of operations and financial condition. Risk factors relating to the industry in which the Group operates The markets in which we operate are highly competitive. The markets for our products are characterized by high levels of competition and the presence of a number of established operators and new entrants, some of which have significant financial resources or well-known and fashionable brands. To succeed, we must interpret and anticipate the tastes, preferences and lifestyles of our customers and anticipate changes in those tastes, preferences and lifestyles, as well as identify fashion and luxury market trends, while producing high quality, desirable luxury products and exceptional customer experiences. Our competitors may be more successful in interpreting market trends or may be able to produce their products at lower costs. In particular, our larger competitors may be better equipped to changing conditions that affect the competitive market, including transformation in the customer experience supply chain operations and the use of new digital technologies and artificial intelligence in the business, heightening customer expectations. In addition, newer entrants may be viewed as more desirable by fashion-conscious consumers. Our failure to compete effectively in our chosen markets, including through a failure to identify and respond to new and changing trends and consumer preferences, or through a failure to successfully invest in innovative initiatives, could have a material adverse effect on our business, results of operations and financial condition. Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on our business, results of operations and financial condition. The war between Russia and Ukraine and the military conflicts and tensions in the Middle East, have heightened geopolitical tensions and have had an abrupt impact on the global economy. In general, any acts of terrorism, war, armed conflicts, geopolitical tensions or socio-political upheaval may lead to a slow-down in certain segments of the global economy, escalate the price of certain raw materials or commodities (including energy), and affect the amount of discretionary income available for certain customers, or their propensity, to buy luxury products, as well as reduce the social acceptability of luxury purchases. As a result, the ongoing conflicts and sanctions, any escalation or expansion thereof, and any other similar events could have a material adverse effect on demand for our products, costs, customers, suppliers and the economies of the jurisdictions in which we operate and, in turn, our business and financial results. With regards to the conflict between Russia and Ukraine, the extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, and could be material and adverse. Many governments around the world, including those of the United States, the European Union, the United Kingdom and other jurisdictions, have imposed sanctions on certain industries and parties in Russia, Belarus and the Ukrainian regions of Donetsk and Luhansk, as well as export controls on certain industries and products, including luxury goods. Certain of these sanctions prohibit the export of luxury goods above a certain value to those regions. Pursuant to the aforementioned sanctions, we have suspended indefinitely deliveries to our franchisees and distributors in Russia. It is uncertain whether and when we will be able to resume deliveries to the Russian market. An expansion of the conflict to other European countries, the United States or other 19 parts of the world, or the worsening of the world economic situation in terms of inflation, energy prices and purchase power, is likely to translate into a lower propensity to spend on luxury good products and potentially impact our business. On February 28, 2026, the U.S. and Israel conducted coordinated strikes against Iran’s military and governmental targets, which rapidly escalated into a military conflict across the Middle East, including retaliatory strikes by Iran and expanded regional hostilities. Such events, including the escalation or expansion of existing hostilities, could adversely affect our revenues and results of operations. In light of our recent investments to expand our direct operations in the Middle East, if our new stores in the region do not perform in line with the forecasts, we may have to record impairment charges. Global economic conditions and macro events could adversely impact demand for our products. Our revenues may be affected by overall general economic conditions within the different countries in which we operate. Deteriorating general economic conditions may affect disposable incomes and reduce consumer wealth impacting client demand and appetite for luxury goods, which may negatively impact our revenues and profitability. Furthermore, during recessionary periods, social acceptability of luxury purchases may decrease and higher taxes may be more likely to be imposed on certain luxury goods including our products, which may affect our sales. We sell our products throughout the world. In particular, we conduct our business in EMEA, the Americas and APAC, with Greater China and the United States being our two largest single markets. Our presence in various international markets exposes us to the risks connected, among other things, with the macroeconomic conditions of the countries in which we operate. Sales could be affected by various events and factors, such as, for example, market instability, natural disasters, the trade environment, stagflation, inflation, interest and tax rates, energy prices, the availability of consumer credit, disposable consumer income, consumer indebtedness level, unemployment and consumer confidence in future economic conditions. As a result, volatile or slowing economic conditions in any of the regions in which we operate may adversely affect our revenues and results of operations in those regions. See also “—Risk factors relating to the Group’s business, strategy and operations—Developments in Greater China and other growth and emerging markets may adversely affect our business” and “—Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on our business, results of operations and financial condition.” If any of these events, which are difficult to predict, occur, this could have an adverse effect on the demand for luxury goods in a specific country or could cause a contraction in tourist flow, and may have a material adverse effect on our business, results of operations and financial condition. Significant inflation could adversely affect our results of operations and financial condition. In recent years, economies around the world have experienced significant inflationary pressures, coupled with government measures to fight inflation and prevent or mitigate economic recessions. While global inflation remains above pre-COVID-19 pandemic levels, recent years have shown a steady and moderate decrease, with inflation recorded in 2025 lower than that recorded in 2024. If inflation increases in the future, we could face further increases in costs for raw materials, energy costs, labor costs or other production costs, which could adversely affect our business and results of operations if we are not able to pass on the increased costs to our customers, or successfully implement other mitigating actions. The foregoing could reduce our profit margins, with a material adverse effect on our results of operations and financial condition. In addition, in high inflationary environments, central banks may increase interest rates as a policy response in order to increase borrowing costs, reduce overall demand and slow inflation. Significant increases in the costs of other products required by consumers, as well as a raise in interest rates may affect consumer spending power and result in overall reduced spending. A significant increase in the price of our products as a result of inflationary pressure could result in a decline in our sales. If new trade restrictions are imposed or existing restrictions become more burdensome, we may be unable to sell our products profitably in certain countries. We purchase certain raw materials and finished goods from various countries and we import our products into all the regions in which we operate. Substantially all of our import operations are subject to complex trade and customs laws, regulations and tax requirements. As a result, we are exposed to the risk that changes in trade policies, including the imposition of new customs duties, tariffs, quotas, export controls, or other trade restrictions by countries in which we operate may materially affect our cost of goods sold, operational flexibility and retail prices, and, subsequently, the demand for our 20 products and our profit margins. Because such changes may occur rapidly and with little notice, the magnitude, timing and duration of such impacts are difficult to predict. Even if we implement mitigation measures, we may not be able to fully offset the risks, especially in the near term or under adverse macroeconomic conditions (e.g., global economic slowdown, lower consumer spending, currency fluctuations). Recent global developments, including increases in import tariffs, the possibility of retaliatory tariffs, shifts in trade agreements, and political and regulatory uncertainty, have made trade policy increasingly volatile worldwide. It is unknown whether and to what extent new tariffs will be adopted, or the effect that any such actions would have on our business, financial condition and results of operations, as well as on our industry, or on the purchase ability of consumers globally. Any significant change or escalation in trade policies, tariffs or customs-related regulations in countries relevant to our supply chain or sales markets could have a material adverse effect on our business, financial condition and impact global economic activity, our global supply chain and/or demand for our products, each of which could materially and adversely affect our business, results of operations and financial condition. We are subject to legal and regulatory risk. We are required to comply with the laws and regulations applying to our products and operations in the various jurisdictions in which we operate, particularly in relation to the protection of intellectual property rights, competition, product safety and traceability, packaging and labeling, import and processing of certain raw materials and finished goods, data protection and privacy, limits on cash payments, sanctions, workers’ health and safety, human rights and the environment (such as laws and regulations related to water usage or carbon emissions). New legislation (or amendments to existing legislation) may require us to adopt stricter standards, which could lead to increased costs for adapting product characteristics, performing due diligence across the supply chain and reporting thereon, requiring us to collect external data on which we have little or no control. It could also lead us to change our suppliers or limit our operations, which may have a material adverse effect on our business, results of operations and financial condition. In addition, regulatory and enforcement scrutiny of labor practices in the fashion and luxury industry has increased in certain jurisdictions, including Italy, where recent investigations and judicial measures involving third-party manufacturers and subcontractors of certain fashion brands have focused on alleged labor law violations and working conditions in extended supply chains. Although we are not the subject of any such proceedings, similar investigations or enforcement actions could in the future involve our suppliers or other business partners, including indirect suppliers over whom, despite our efforts, we may have limited visibility or control. Any such developments could have material adverse effects on our reputation, business, results of operations and financial condition. See “—Risk factors relating to the Group’s business, strategy and operations—Our business depends on the recognition, integrity and reputation of our brands.” If our suppliers are unable to provide the certificates of origin demanded by the Group in a timely manner, our supply chain and in turn, our deliveries in the United States, could be adversely impacted. See also “—Risk factors relating to the Group’s business, strategy and operations—We are exposed to the risk that personal information of our customers, employees and other parties collected in the course of our operations may be damaged, lost, stolen, divulged or processed for unauthorized purposes” with regards to risks relating to laws on data protection and privacy. In addition, we are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other anti-bribery, anti-corruption and anti-money laundering laws in the countries in which we conduct activities. We and our distribution partners may have direct or indirect interactions with officials and employees of government agencies or state owned or affiliated entities and other third parties where we may be held liable for corrupt or other illegal activities, even if we do not explicitly authorize them. We are also subject to sanctions legislation, which may lead to commercial and economic sanctions, prohibitions and other restrictive measures imposed by the different authorities and governments involved, including the European Union, the United States, the United Nations and other international organizations. See also “—Geopolitical tensions and uncertainties regarding ongoing conflicts could have a material adverse effect on our business, results of operations and financial condition.” From time to time, we may conduct some limited activities in countries subject to sanctions or other restrictive measures. While we believe that our activities are in compliance with the applicable laws and sanctions legislation, including embargoes, we cannot exclude the possibility that we or our distribution partners may violate such laws. Any violation of the foregoing laws could lead to regulatory and/or judicial proceedings and sanctions (including civil penalties, denial of export privileges, injunctions, asset seizures and revocations or restrictions of licenses, as 21 well as criminal fines and imprisonment), which may have a material adverse effect on our reputation, business, results of operations and financial condition. We are subject to risks associated with climate change and other environmental impacts. Our business is subject to risks associated with climate change. The widespread impact of climate-related effects can lead to reduced availability or quality of our core raw materials, with consequent possible increases in price or in available volumes for selected top-quality specimen thereby adversely affecting our financial performance. Additionally, the increased frequency and intensity of extreme physical events (including storms, floods and extended periods of drought) and the increase of water scarcity issues, in geographical areas where manufacturing sites, farms and crops are located could also lead to business interruptions in our production processes or at our production facilities, supply chain disruption, scarcity of raw materials and more frequent closures of DOSs or lost sales as customers prioritize basic needs or may not be able to reach our points of sale. Moreover, the impact of climate change and water scarcity on crops could also adversely affect the availability of biomass for animal feed, resulting in scarcity of raw materials (e.g., wool in Australia) and increase in prices. Finally, the increasing introduction of new national and international laws and regulations aimed at reducing the potential impacts of climate change and protecting biodiversity and water availability may hinder our efforts to enter specific markets and may cause increased costs and complexity to comply with new and evolving climate change regulatory requirements and obligations. Any failure on our part to comply with such laws and regulations could lead to adverse consumer actions and investment decisions by investors, as well as expose us to government enforcement action and private litigation. Each of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. We are subject to risks associated with increased focus by stakeholders on environment, social and governance matters. In recent years, companies across all industries are subject to increased scrutiny from a variety of stakeholders, including consumers, employees, investors, proxy advisory firms, media, environment activists, ESG rating agencies and NGOs on corporate responsibility (including environment, social and governance (“ESG”) matters, such as traceability and transparency, sustainability claims and product labeling requirements, carbon emissions, responsible sourcing, animal welfare, deforestation, the use of energy and water, the recyclability or recoverability of products, packaging and raw materials, human rights, labor rights and diversity, equality and inclusion practices). If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters (or meet sustainability goals and targets that we have set), as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may face increased litigation risk, reputational damage and our business, results of operations and financial condition could be materially and adversely affected. Various global and national organizations including ESG rating agencies, research analysts, and disclosure and standards organizations evaluate our disclosures of ESG data. These organizations have developed ratings processes for evaluating companies on their approach to ESG matters, and the results of these ratings are publicly available. Any negative score could adversely impact our reputation and brand value, investor sentiment, and the trust placed in us by our stakeholders, which could have an adverse impact, among other things, on our share price and cost of capital. There are social and environmental impacts associated with how the raw materials essential to our business are obtained. The labor practices involved in the sourcing and the manufacturing processes of such raw materials throughout our supply chain may raise issues such as inadequate wages, violation of human and labor rights, poor working conditions, court-imposed preventive or supervisory measures, and the use of forced or child labor. Certain sourcing and manufacturing processes can lead to environmental degradation, including loss of biodiversity, air and water pollution, water scarcity and resource depletion. In addition, the use of certain raw materials, including those of animal origin, and the conditions under which they are sourced, may raise concerns about animal welfare and social acceptability and expose us to potential reputational damage. If our suppliers’ sourcing and manufacturing practices do not comply with applicable laws and regulations, human and labor rights and ethical standards, or are perceived as harmful to animals or the environment, that may lead to public backlash and diminished consumer trust. If we fail to develop a robust network of suppliers that meet our qualification criteria or if we fail to adequately monitor such suppliers’ compliance with applicable laws, our contractual requirements and our ethical and environmental standards, we may struggle to ensure the quality and sustainability of our raw materials or products and may be exposed to investigations, sanctions or other preventive or remedial measures imposed by competent authorities, all of which could ultimately impact our ability to meet consumer expectations and maintain our competitive position. If any of our suppliers fails to comply with our requirements on traceability of raw materials or sourcing methods, we may be unable, in a commercially reasonable time, to replace such supplier with another supplier capable of ensuring equivalent quality and quantitative standards, and we may be unable to procure the relevant raw materials on similar 22 or more favorable commercial terms. Any of these factors may result in disruption to our supply chain, delays in our production activities, increased costs and reputational damage. Furthermore, our supplier’s failure to meet our requirements may affect also our ability to complete the calculation and disclosure of our progress against our sustainability strategy and ESG goals, which could potentially have an adverse impact on the ESG ratings we receive from ESG rating agencies. We have announced and plan to announce our progress and accomplishments on sustainability strategy and ESG goals, as well as possibly add new aspirations and commitments. There can be no assurance that our stakeholders will agree with our strategy or will be satisfied with our disclosures, or that we will be successful in achieving our goals. If our ESG practices do not meet our stakeholders’ expectations and standards, or if we fail (or are perceived to fail) to implement our strategy or achieve our goals, our reputation could be damaged, causing our investors or consumers to lose confidence in us and our brands, negatively impacting our employee retention and our business, and having a negative effect on our sales and results of operations. In addition, implementing our ESG strategy and pursuing our ESG goals involves costs and investments which could adversely affect our results of operations. Risk factors relating to Tax Matters Changes in tax, tariff or fiscal policies could adversely affect demand for our products. Imposition of any additional taxes and levies on our products could adversely affect the demand for our products and our results of operations. Changes in corporate and other taxation policies as well as changes in export and other incentives given by various governments, or import or tariff policies, could also adversely affect our results of operations. Considerable uncertainty surrounds the introduction and scope of tariffs by countries around the world, as well as the potential for trade actions, and the imposition of tariffs and trade restrictions as a result of international trade disputes or changes in trade policies may adversely affect our sales and profitability. See also “—Risk factors relating to the industry in which the Group operates—If new trade restrictions are imposed or existing restrictions become more burdensome, we may be unable to sell our products profitably in certain countries.” The occurrence of any of the above may have a material adverse effect on our business, results of operations and financial condition. Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of operations and financial condition. Our business is subject to various taxes in different jurisdictions (mainly Italy), which include, among others, the Italian corporate income tax (“IRES”), regional trade tax (“IRAP”), value added tax (“VAT”), excise duty, registration tax and other indirect taxes. Our business outside of Italy is subject to corporate income taxes in every country where we do business, through our subsidiaries and/or branches; remittances from those subsidiaries back to Italy may be subject to withholding taxes. We are exposed to the risk that our overall tax burden may increase in the future. Changes in tax laws or regulations, or in the position of the relevant Italian and non-Italian authorities regarding the application, administration or interpretation of these laws or regulations, particularly if applied retrospectively, could have a material adverse effect on our business, results of operations and financial condition. For instance, on December 27, 2023, Italian Legislative Decree No.209/2023 adopted a tax reform on international taxation, including the implementation into Italian domestic law of Council Directive (EU) 2022/2523 (the “Pillar Two Directive”). The Pillar Two Directive was designed to transpose into binding EU law the so called “Pillar Two” of the Two-Pillar Solution to Address the Tax Challenges of the Digitalisation of the Economy, agreed upon by over 130 jurisdictions under the Organisation for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting (the “OECD/G20 Inclusive Framework”), which provided for the introduction of a global minimum tax at a rate of 15%. Under the Italian tax reform, in-scope multinational enterprise groups are subject to a top-up tax of at least 15%. Although at this stage such reform has not led to material adverse tax consequences for us, in the future we could become subject to a significant top-up tax. In addition, we have noticed additional tax compliance burden. Tax laws are complex and subject to subjective valuations and interpretive decisions, and we periodically may be subject to tax audits aimed at assessing our compliance with direct and indirect taxes. The tax authorities may not agree with the positions that we have taken or intend to take on tax laws applicable to our ordinary activities and extraordinary transactions. In case of challenges by the tax authorities to our interpretations, we could face long tax proceedings that could result in the payment of additional tax and penalties, with potential material adverse effects on our business, results of operations and financial conditions. 23 Passive Foreign Investment Company tax considerations for US holders A non U.S. corporation is treated as a “passive foreign investment company,” or a “PFIC,” for U.S. federal income tax purposes with respect to a U.S. holder if for any taxable year in which such U.S. holder held shares of our stock, after the application of applicable “look-through rules” (i) 75 percent or more of our gross income for the taxable year consists of “passive income” (including dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations), or (ii) at least 50 percent of our assets for the taxable year (averaged over the year and determined based upon value) produce or are held for the production of “passive income.” U.S. persons who directly own, or are treated as indirectly owning, shares of a PFIC are generally subject to annual reporting requirements and potentially disadvantageous U.S. federal income tax treatment with respect to any distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition (directly or indirectly) of their shares in the PFIC. While we believe that shares of our stock are not stock of a PFIC for U.S. federal income tax purposes during the reporting period, this conclusion is based on a factual determination made annually and thus is subject to change. Moreover, our common shares may become stock of a PFIC in future taxable years if there were to be changes in our assets, income or operations. For further discussion, see “Item 10.E—Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company (“PFIC”) Rules.” We intend to be treated exclusively as a resident of the Republic of Italy for tax purposes, but other tax authorities may seek to treat us as a tax resident of another jurisdiction as a result of which we could be subject to increased and/or different taxes. We intend to maintain our management and organizational structure in such a manner that (i) our place of effective management would be in Italy and we should be regarded as a tax resident of Italy for Italian domestic law purposes; (ii) we should be considered to be exclusively tax resident in Italy for purposes of the applicable tax treaties, including the Convention between the Kingdom of the Netherlands and the Republic of Italy for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital (the “Italy-Netherlands Tax Treaty”), and (iii) we should not be regarded as a tax resident of any jurisdiction other than Italy for purposes of the domestic tax laws of such jurisdiction or for the purposes of any applicable tax treaty. However, the determination of our tax residency depends primarily upon our place of effective management, which is largely a question of fact, based on all relevant circumstances. Therefore, no assurance can be given regarding the final determination of our tax residency by tax authorities. In addition, changes to applicable laws and income tax treaties, including a change to the provisional reservation made by Italy under the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) made at the time of signing the MLI with respect to Article 4 (Dual Resident Entities) of the MLI, or interpretations thereof and changes to applicable facts and circumstances (e.g., a change of board members or the place where board meetings take place), may have a bearing on the determination of our tax residency and the consequent tax treatment. If the competent tax authorities of a jurisdiction other than Italy take the position that we should be treated as (exclusively) tax resident of that jurisdiction for purposes of an applicable tax treaty, we would be subject to corporation tax and all distributions made by us to our shareholders would be subject to any applicable dividend withholding tax in such other jurisdiction(s) as well as in Italy. To resolve any dual tax residency issue, we may have access to a mutual agreement procedure and/or dispute resolution mechanisms under an applicable tax treaty and the dispute resolution mechanism under the EU Arbitration Directive (if it is an EU jurisdiction), or we could submit our case for judicial review by the relevant courts. These procedures would require substantial time, costs and efforts, and it is not certain that double taxation issues can be resolved in all circumstances. Our dividends are generally subject to Italian dividend withholding tax. We believe that our dividends are not subject to Dutch dividend withholding tax, regardless to whom they are made, because the rule based on which a company incorporated under Dutch law is deemed to be a Dutch tax resident should not apply to a company incorporated under Italian law and converted into a Dutch company, such as the Company. This view has been confirmed by the Dutch tax authorities in a tax ruling, which was obtained in September 2022 and covers the tax years from January 1, 2022 to December 31, 2026. After we obtained the tax ruling, the Dutch State Secretary of Finance issued Decree of June 16, 2023, no. 2023-11648 (Besluit toepassing voorschriften internationaal belastingrecht in de winstsfeer), paragraph 4.1, which confirmed the same principle. Prior to the expiry of the current tax ruling, we intend to submit a new tax ruling request to renew the current position that, in light of the aforementioned principle, our dividends are not subject to Dutch withholding tax. 24 The consequences of the loyalty voting program are uncertain. No statutory, judicial or administrative authority directly discusses how the receipt, ownership or disposition of Special Voting Shares under the Company’s loyalty voting program should be treated for Italian or U.S. tax purposes and, as a result, the tax consequences in those jurisdictions are uncertain. The fair market value of the Special Voting Shares, which may be relevant for tax purposes, is a factual determination and is not governed by any guidance that directly addresses such a situation. Because, among other things, the Special Voting Shares will not be transferable (other than, in very limited circumstances, together with the associated Ordinary Shares) and a shareholder will receive amounts in respect of the Special Voting Shares only if the Company is liquidated, we expect to take the position that the fair market value of each Special Voting Share is minimal. However, the relevant tax authorities could assert that the value of the Special Voting Shares as determined by the Company is incorrect. The tax treatment of the loyalty voting program is unclear and shareholders are urged to consult their tax advisors in respect of the consequences of acquiring, owning and disposing of Special Voting Shares. See “Item 10.E—Taxation— Material United States Federal Income Tax Considerations—Loyalty Voting Program and Special Voting Shares” for further discussion. We benefit or seek to benefit from certain special tax regimes, which may not be available in the future. We currently calculate taxes due in Italy based, among other things, on certain tax incentives recognized by Italian tax regulations for research and development expenses. In addition, we benefit from the measures introduced in Italy by art. 110 of Law Decree no. 104/2020, converted into Law no. 126/2020, which re-opened the voluntary step-up of tangible assets, with the application of a 3% substitutive tax rate. Furthermore, Italian Law no. 190/2014, as subsequently amended and supplemented, introduced an optional Patent Box regime in the Italian tax system. The Patent Box regime is a tax exemption related to, among others, the use of intellectual property assets. Business income derived from the use of each qualified intangible asset is partially exempted from taxation for both IRES and IRAP purposes. We have applied the Patent Box tax regime for the 2015-2021 tax period, in line with applicable tax regulations in Italy. The amount of the tax benefits that we have received from the Patent Box Regime is subject to uncertainty to the extent that, given the complexity of such regime, the tax authorities could challenge our application the relevant rules. The Patent Box tax regime has been revised and the current regime no longer provides for a partial exemption of the business income derived from the use of qualified intangible assets. Under the new regime, the amount of qualifying expenses, relevant for both IRES and IRAP purposes, is increased by 110%. Qualifying R&D expenses are those related to copyrighted software, patents, designs and models used directly or indirectly by the taxpayer to carry on its business activity. The election for the regime is valid for five tax years (and can be renewed). The election cannot be revoked. We have applied for the new Patent Box Regime for the tax period from 2022 to 2026 and we may renew the election in the future. Changes to any of the foregoing regulations or interpretation thereof might adversely affect the availability of such exemptions and result in higher tax charges, which may result in a material adverse effect on our business, results of operations and financial condition. We are subject to risks related to the complexity and uncertainty in interpretation of transfer pricing rules. We operate in over 80 countries worldwide with integrated industrial, commercial, stylist and communication functions, trademarks used in different jurisdictions and are subject to taxation in Italy and in other foreign countries in which our subsidiaries are located. Within the Group, transactions between related parties located in different countries are carried out in the ordinary course of business and are mainly related to the purchase and sale of goods and the provision of services. These transactions are subject to transfer pricing rules defined globally by the Organization for Economic Co-operation and Development (“OECD”) and local tax laws. In this respect, our intercompany prices are set up consistently with the guidance provided by the OECD Transfer Pricing Guidelines and we and our subsidiaries prepare specific transfer pricing documentation with respect to such transactions. 25 Although we believe that our transfer pricing policies are compliant with the international tax laws, due to the complexity of these rules and the uncertainties in their interpretation, the tax authorities might challenge the prices of certain of our intercompany transactions and propose transfer pricing adjustments. Consequently, such adjustments may increase the related taxes and impose penalties and late payment interests, which may result in a material adverse effect on our business, results of operations and financial condition. Risk factors relating to holding our Ordinary Shares An active and liquid trading market for our Ordinary Shares may not be maintained, the market price may be volatile and investors may suffer a loss. Our Ordinary Shares are listed on the NYSE under the ticker “ZGN”. However, there can be no assurance that an active and liquid trading market for our Ordinary Shares will be maintained. Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. The actual market price of the Ordinary Shares may fluctuate because of several factors, including those described in this “Item 3.D—Risk Factors,” and including low liquidity, as a result of which the price of our Ordinary Shares may not reflect our actual operating performance and may be lower than the price investors paid to purchase the Ordinary Shares. The price of the Ordinary Shares may be volatile. The price of Ordinary Shares may fluctuate due to a variety of factors, including: variations in our operating performance and the performance of our peers in general; actual or anticipated fluctuations in our annual or interim operating results; publication of research reports by securities analysts about the Group or our competitors or the luxury goods industry; the public’s reaction to our press releases, other public announcements and filings with the SEC; our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; the impact of global health crises on the global economy; additions and departures of key personnel; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving us; mergers, acquisitions or significant corporate restructurings; harm to our reputation, including due to dissemination by third parties of information that is untrue or defamatory; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; changes in investors’ market risk premium and resulting potential changes in their asset allocation strategies; the volume of Ordinary Shares available for public sale; general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, inflation, international tariffs, social, political and economic risks and acts of war or terrorism, and the other factors described in this “Item 3.D—Risk Factors.” These market and industry factors may materially reduce the market price of Ordinary Shares regardless of the Group’s operating performance. In addition, the price of our Ordinary Shares may be depressed in case of substantial sales of our Ordinary Shares by shareholders or the anticipation by the market of a possible sale. Pursuant to the Temasek Investor Rights Agreement, Temasek and certain of its affiliates are subject to a 36-month lock-up with respect to 26,821,043 Ordinary Shares acquired by them. Such lock-up will expire on July 30, 2028, from which date Temasek and its affiliates will be able to sell such Ordinary Shares. See “Item 10.B—Memorandum and Articles of Association—Registration Rights, Investor Rights and Lock-Up Arrangements.” Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our shares. Securities research analysts may establish and publish their own periodic projections for the Company. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. The loyalty voting program may affect the liquidity of the Ordinary Shares and reduce share price. The implementation of the Company’s loyalty voting program could reduce the trading liquidity and adversely affect the trading prices of the Ordinary Shares. The loyalty voting program is intended to reward shareholders for maintaining long-term share ownership by granting persons holding Ordinary Shares continuously for at least two years the 26 option to elect to receive Special Voting Shares. Special Voting Shares cannot be transferred (except in very limited circumstances) and, if Ordinary Shares participating in the loyalty voting program are transferred they must be deregistered from the Loyalty Register and any corresponding Special Voting Shares transferred to us for no consideration (om niet). See “Item 10.B—Memorandum and Articles of Association—Loyalty Voting Structure.” This loyalty voting program is designed to encourage a stable shareholder base and, conversely, it may deter trading by shareholders that may be interested in participating in the loyalty voting program. Therefore, the loyalty voting program may reduce liquidity in Ordinary Shares and adversely affect their trading price. Our majority shareholders exercise control over the Company, which may limit other shareholders’ ability to influence corporate matters and could delay or prevent a change in corporate control. The interests of our majority shareholders may differ from those of our other shareholders. At March 6, 2026, Monterubello held approximately 56.90% of the Ordinary Shares issued and outstanding and 71.50% of our voting power. Please see “Item 7.A—Major Shareholders.” As a result, Monterubello is able to influence our management and affairs and control the outcome of matters submitted to our shareholder meetings for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets. In addition, the loyalty voting program established by the Articles of Association may make it more difficult for a third party to acquire, or attempt to acquire, control of the Company, even if a change of control were considered favorably by shareholders holding a majority of Ordinary Shares. As a result of Monterubello’s ownership and the loyalty voting program, a relatively large proportion of the voting power in the Company could be concentrated in a relatively small number of shareholders who would have significant influence over the Company. Monterubello and other shareholders participating in the loyalty voting program may have the power to effectively prevent or delay change of control or other transactions that may otherwise benefit the Company’s shareholders, which may also prevent or discourage shareholder initiatives aimed at changing the Company’s management or strategy or otherwise exerting influence over the Company. In addition, Monterubello will exercise its voting power in its own interest, which may not be in line or even be in conflict with the interests of the remaining shareholders. The Company is a Dutch public company with limited liability, and its shareholders may have rights different to those of shareholders of companies organized in the United States. The rights of the shareholders of the Company may be different from the rights of shareholders of companies governed by the laws of U.S. jurisdictions. the Company is a Dutch public company with limited liability (naamloze vennootschap). Its corporate affairs are governed by the Articles of Association, the Board Regulations and Dutch law. The rights of the Company’s shareholders and the responsibilities of members of the Board may be different from the rights of shareholders and the responsibilities of members of board of directors of companies governed by the laws of other jurisdictions including the United States. The responsibilities of the Executive Directors and Non-Executive Directors may be different from the rights and obligations of board members in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, the Board is required by Dutch law to consider the Company’s interests and the interests of its shareholders, employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties have interests that are different from, or in addition to, the interests of shareholders. There can be no assurance that Dutch law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., which could adversely affect the rights of investors. The Company is a “foreign private issuer” under the rules and regulations of the SEC and, thus, is exempt from a number of rules under the Exchange Act and permitted to file less information with the SEC than a company incorporated in the United States. As a “foreign private issuer” the Company is exempt from rules under the Exchange Act, that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16(b) of the Exchange Act and the rules under the Exchange Act relating thereto. Moreover, the Company is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there may be less publicly available information concerning the Company than there is for U.S. public companies. 27 If we fail to maintain an effective system of internal controls, this could result in material misstatements in our consolidated financial statements and a failure to comply with applicable laws and regulations, which may adversely affect our business and the price of our securities. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As disclosed in our annual reports on Form 20-F filed with the SEC in prior years, we previously identified certain material weaknesses in our internal control over financial reporting, most recently as of December 31, 2024. While we have been able to remedy such material weaknesses and we concluded that, as of December 31, 2025, our internal control over financial reporting was effective, we may fail to maintain effective controls in the future. Material weaknesses in our internal control over financial reporting could result in a misstatement of our accounts or disclosures, which may result in a material misstatement in our annual or interim consolidated financial statements. If we identify additional material weaknesses in the future, fail to remediate such material weaknesses, or otherwise fail to develop and maintain an effective system of internal controls, we may not be able to produce timely and accurate consolidated financial statements, which may subject us to adverse regulatory consequences and adversely affect investor confidence in us and, as a result, the price of our securities and our ability to access the capital markets and other forms of financing in the future. For further details on previously identified material weaknesses and the remediation steps that we have taken to remediate them, see “Item 15.—Controls and Procedures—Management’s Annual Report on Internal Control Over Financial Reporting.” The Company’s ability to pay dividends may be limited and the level of future dividends is subject to change. While our dividend policy is to target a payout ratio of 25% to 30% of the profit attributable to shareholders of the Parent Company, without reducing dividends and at least maintaining or increasing dividends each year, the payment of dividends in the future will be subject to business conditions, financial conditions, earnings, cash balances, commitments, strategic plans and other factors that the Board may deem relevant at the time it recommends approval of the dividend. In addition, our dividend policy will be subject to change based on changes in statutory requirements, market trends, strategic developments, capital requirements and a number of other factors. Under the Articles of Association and Dutch law, dividends may be declared on the Ordinary Shares only if the amount of equity exceeds the paid up and called up capital plus the reserves that have to be maintained pursuant to Dutch law or the Articles of Association. Further, even if the Company is permitted under the Articles of Association and Dutch law to pay cash dividends on its shares, it may not have sufficient cash to pay dividends in cash on its shares. The Company is a holding company and its operations are carried out through its subsidiaries. As a result, the Company’s ability to pay dividends will primarily depend on the ability of its subsidiaries to generate earnings and to provide the Company with the necessary financial resources. It may be difficult to enforce U.S. judgments against us. The Company is a company incorporated under the laws of the Netherlands, and a substantial portion of its assets are outside of the United States. Most of our Directors and members of the Senior Management Team and independent auditors are resident outside the United States, and all or a substantial portion of their respective assets may be located outside the United States. As a result, it may be difficult for U.S. investors to effect service of process within the United States upon these persons. It may also be difficult for U.S. investors to enforce within the United States judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts outside the United States would recognize or enforce judgments of U.S. courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Therefore, it may be difficult to enforce U.S. judgments against us, our directors and officers and independent auditors. 28