SECURITIES AND EXCHANGE COMMISSION

Form 20-F x Form 40-F o

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1. General information

Ermenegildo Zegna N.V. (hereinafter referred to as the “Company” or the “Parent Company” and together with its consolidated subsidiaries, or any one or more of them, as the context may require, the “Ermenegildo Zegna Group” or the “Group”) is the holding company of the Group and is incorporated as a public company (naamloze vennootschap) under the laws of the Netherlands and its ordinary shares are listed on the New York Stock Exchange under the “ZGN” ticker. The Company is domiciled in Amsterdam, the Netherlands, and the Company’s registered office is Viale Roma 99/100, Valdilana (Biella), Italy.

The Ermenegildo Zegna Group is a global luxury player, with a leading position in the high-end menswear business, internationally recognized for its unique supply chain, the Filiera, made up of some of the finest Italian textile producers, fully integrated with the Group’s unique luxury manufacturing capabilities.

Legacy, Italian craftsmanship, quality and innovation are the key ingredients of its three complementary brands: ZEGNA, Thom Browne and TOM FORD FASHION. Through them, the Group’s reach expands to touch different communities, from the absolute iconic luxury, with its eponymous brand ZEGNA, to modern tailoring, with Thom Browne, to seductive luxury, with TOM FORD FASHION. Through its brands, the Group designs, produces, markets and distributes luxury menswear, footwear, leather goods and other accessories, luxury womenswear (under the Thom Browne and TOM FORD FASHION brands) and children’s clothing (under the Thom Browne brand). The three brands also have selected third-party license agreements for specific product categories. Thanks to its Filiera, the Group covers the entire value chain from the production of the finest raw materials - under the brands Lanificio Ermenegildo Zegna, Dondi, Bonotto, Tessitura di Novara, Tessitura Ubertino, as well as the minority-owned Filati Biagioli Modesto and Luigi Fedeli & Figlio - to the finished products realized in its luxury manufacturing facilities.

Seasonality

The luxury apparel market in which the Group operates is subject to seasonal fluctuations in sales.

In the DTC channel, sales tend to be higher in the last quarter of the year, driven by the holiday shopping season, as well as in January and February, in correspondence with the Chinese New Year celebrations. However, several other events may also affect retail sales, including adverse weather conditions or other macroeconomic and external events.

In the wholesale branded channel, sales are usually higher in the months of the year in which wholesale customers concentrate their purchases. For example, deliveries of seasonal goods to wholesale customers tend to concentrate from November to February for the Spring/Summer collection and from June to September for the Fall/Winter collection.

Operating costs, in contrast, do not generally experience significant seasonal fluctuations, although certain costs may increase in November and December due to higher sales-related expenses, including sales commissions and variable lease costs. In addition, marketing activities, such as events hosted or attended by the Group, may not occur evenly throughout the year or between reporting periods.

As a result of the foregoing, the financial results for interim periods may not be indicative of results for the entire fiscal year. Management expects such seasonal trends to continue.

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2. Basis of preparation

Statement of compliance with IFRS

These Semi-Annual Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 — Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union. There is no effect on these financial statements arising from differences between IFRS Accounting Standards® as issued by the IASB and those adopted by the European Union. These financial statements should be read in conjunction with the Group’s 2025 Annual Consolidated Financial Statements. The accounting policies applied are consistent with those used for the preparation of the 2025 Annual Consolidated Financial Statements, except as described in Note 3 — Summary of significant accounting policies.

These Semi-Annual Condensed Consolidated Financial Statements were approved and authorized for issue by the Board of Directors of Ermenegildo Zegna N.V. on September 2, 2026.

These Semi-Annual Condensed Consolidated Financial Statements include the semi-annual condensed consolidated statement of profit, the semi-annual condensed consolidated statement of comprehensive income, the semi-annual condensed consolidated statement of financial position, the semi-annual condensed consolidated cash flow statement, the semi-annual condensed consolidated statement of changes in equity and the accompanying condensed notes.

The Semi-Annual Condensed Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Company, and amounts are stated in thousands of Euros, unless otherwise indicated.

The Semi-Annual Condensed Consolidated Financial Statements have been prepared on a going concern basis and applying the historical cost method, modified as required for certain financial assets and liabilities (including derivative instruments), which are measured at fair value. Income and expenses are accounted for on an accrual basis.

The preparation of the Semi-Annual Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, as well as the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Semi-Annual Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “Use of estimates” in the 2025 Annual Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group in preparing its consolidated financial statements. Impairment tests of non-current assets (including goodwill and brands with an indefinite useful life for which impairment tests are performed for the preparation of Group’s annual consolidated financial statements) are not performed for the preparation of the semi-annual condensed consolidated financial statements unless impairment indicators have been identified. Similarly, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, except in the event of significant market fluctuations or significant plan amendments, curtailments or settlements.

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Other information

The table below shows the exchange rates compared to the Euro of the main foreign currencies used by the Group.

			Average for the six months ended June 30, 2026						At June 30, 2026						At December 31, 2025						Average for the six months ended June 30, 2025						At June 30, 2025
U.S. Dollar			1.167						1.139						1.175						1.093						1.172
Swiss Franc			0.918						0.922						0.931						0.941						0.935
Chinese Renminbi			8.007						7.731						8.226						7.924						8.397
Pound Sterling			0.867						0.862						0.873						0.842						0.856
Hong Kong Dollar			9.127						8.935						9.146						8.517						9.200
Singapore Dollar			1.491						1.475						1.511						1.446						1.494
United Arab Emirates Dirham			4.284						4.184						4.315						4.013						4.304
Japanese Yen			184.459						185.080						184.090						162.120						169.170
South Korea Won			1,730.659						1,767.080						1,696.940						1,556.502						1,588.210

3. Summary of significant accounting policies

The accounting principles applied are consistent with those used for the preparation of the 2025 Annual Consolidated Financial Statements, except as otherwise stated below.

New amendments effective from January 1, 2026

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures, with the aim of addressing diversity in practice by making the requirements more understandable and consistent. The amendments: (a) clarify the date of recognition and derecognition of certain financial assets and liabilities, with a new exception for certain financial liabilities settled through an electronic cash transfer system to be derecognized before the settlement date if certain criteria are met; (b) clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; (c) add new disclosures for certain instruments with contractual terms that can change cash flows (such as certain instruments with features linked to the achievement of environment, social and governance (“ESG”) targets), and (d) update the disclosures for equity instruments designated at fair value through other comprehensive income (“FVOCI”). The amendments were effective from January 1, 2026 and there was no impact to the Group from their adoption.

In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards — Volume 11 which contains amendments to five standards as result of the IASB’s annual improvements project. The IASB uses the annual improvements process to make necessary, but non-urgent, amendments to IFRS Accounting Standards that will not be included as part of another major project. The amended standards are: IFRS 1 — First-time Adoption of International Financial Reporting Standards, IFRS 7 — Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; IFRS 9 — Financial Instruments; IFRS 10 — Consolidated Financial Statements, and IAS 7 — Statement of Cash Flows. The amendments were effective from January 1, 2026 and there was no impact to the Group from their adoption.

In December 2024, the IASB issued Amendments for nature-dependent electricity contracts which amended IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs), in the light of the increased use of these contracts. The amendments were effective from January 1, 2026 and there was no impact to the Group from their adoption.

In November 2025, the IASB issued Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial Statements — These amendments add to that guidance examples that illustrate how an entity applies the requirements in the Standards to report the effects of uncertainties in its financial statements. As accompanying materials to IFRS Accounting Standards, these illustrative examples do not have an effective date. However, companies are expected to implement any changes in their reporting on a timely basis. There were no impacts to the Group’s financial statements as a result of these illustrative examples.

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New standards and amendments not yet effective

In April 2024, the IASB issued IFRS 18 — Presentation and Disclosure in Financial Statements, primarily in response to investors’ concerns about comparability and transparency of entities’ performance reporting. IFRS 18 replaces IAS 1 — Presentation of Financial Statements, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 7 — Financial Instruments: Disclosures. Furthermore, the IASB has made minor amendments to IAS 7 — Statement of Cash Flows and IAS 33 — Earnings Per Share. IFRS 18 introduces new requirements to: (i) present specified categories and defined subtotals in the statement of profit or loss; (ii) provide disclosures related to management-defined performance measures (MPMs) in the notes to the financial statements, and (iii) improve aggregation and disaggregation. The Group currently presents various non-IFRS financial measures (also referred to as alternative performance measures) to its investors that may meet the definition of a management-defined performance measure under IFRS 18, including Adjusted EBIT, Adjusted EBITDA and Adjusted Profit. The standard is effective on or after January 1, 2027 and the Group is evaluating the impacts from its adoption.

In May 2024, the IASB issued IFRS 19 — Subsidiaries without Public Accountability: Disclosures, which permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures better suited to the needs of the users of their financial statements, as well as to keep only one set of accounting records to meet the needs of both their parent company and the users of their financial statements. In August 2025, the IASB issued amendments to IFRS 19 that will provide reduced disclosure requirements for new and amended IFRS Accounting Standards issued between February 2021 and May 2024 that were not considered when IFRS 19 was first issued. The standard and amendments are effective on or after January 1, 2027 and earlier application is permitted. The Group does not expect any impact from their adoption.

In November 2025, the IASB issued Amendments for translation to a hyperinflationary presentation currency which amended IAS 21 — The Effects of Changes in Foreign Exchange Rates, to clarify how companies should translate financial statements from a non-hyperinflationary currency into a hyperinflationary one. The amendments are effective on or after January 1, 2027. The Group does not expect any impact from their adoption.

Scope of consolidation

The following changes in the scope of consolidation of the Group occurred during the six months ended June 30, 2026:

•In April 2026, the Group acquired the remaining shares not previously owned in its subsidiaries E. Z. Thai Holding Ltd and The Italian Fashion Co. LTD (both incorporated in Thailand), increasing its ownership interest in both companies to 100% from 49% and 65%, respectively.

4. Segment reporting

The Group has determined the operating segments based on the reports reviewed by the Board of Directors, which is considered the Chief Operating Decision Maker (“CODM”) as defined under IFRS 8 — Operating Segments (“IFRS 8”), for the purposes of allocating resources and assessing the performance of the Group.

The Group is organized in three operating and reportable segments, based on a brand perspective, as described below:

•Zegna segment — Includes all activities related to the ZEGNA brand, the Textile and the Other product lines (the latter mainly relates to supply agreements with third-party fashion brands).

•Thom Browne segment — Includes all activities related to the Thom Browne brand.

•Tom Ford Fashion segment — Includes all activities related to the TOM FORD FASHION business.

Adjusted Earnings Before Interest and Taxes (“Adjusted EBIT”) is the key profit measure used by the CODM to assess performance and allocate resources to the Group’s operating segments, as well as to analyze operating trends, perform analytical comparisons and benchmark performance between periods and among the segments. Adjusted EBIT is defined as profit or loss before income taxes plus financial income, financial expenses, foreign exchange losses and gains, and the result

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from investments accounted for using the equity method, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operating activities, including, for one or all of the periods presented and as further described below, severance costs, impairment of stores and legal costs for trademark dispute.

Transactions between segments are executed on commercial terms that are normal in the respective markets and primarily relate to intersegment sales.

No measures of assets or liabilities by segment are reported to the CODM and therefore such information is not presented.

The following tables summarize selected financial information by segment for the six months ended June 30, 2026 and 2025.

			For the six months ended June 30, 2026
(€ thousands)			Zegna						Thom Browne						Tom Ford Fashion						Corporate						Intersegment Eliminations						Group Consolidated
Revenues with third parties			707,367						123,106						156,817						—						—						987,290
Intersegment revenues			16,898						—						—						—						(16,898)						—
Revenues			724,265						123,106						156,817						—						(16,898)						987,290
Profit before taxes																																	46,485
Financial income																																	(9,373)
Financial expenses																																	28,989
Foreign exchange losses																																	3,082
Result from investments accounted for using the equity method																																	(644)
Operating profit																																	68,539
Adjustments:
Severance costs (1)			2,855						439						385						—						—						3,679
Impairment of stores (2)			782						30						568						—						—						1,380
Legal costs for trademark dispute (3)			—						857						—						—						—						857
Adjusted EBIT			106,921						(8,318)						(12,118)						(12,022)						(8)						74,455
Depreciation and amortization			(81,618)						(13,933)						(20,698)						(7,305)						—						(123,554)

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(1)Primarily relates to severance indemnities, of which €2,611 thousand and €1,068 thousand are recorded within “selling, general and administrative expenses” and “cost of sales” in the semi-annual condensed consolidated statement of profit, respectively.

(2)Impairment of stores includes (i) €838 thousand related to right-of-use assets, (ii) €538 thousand related to property, plant and equipment and (iii) €4 thousand related to intangible assets. These amounts are recorded within “selling, general and administrative expenses” in the semi-annual condensed consolidated statement of profit.

(3)Relates to legal costs of €857 thousand in connection with defending a legal dispute initiated by Adidas AG alleging that Thom Browne infringed on its intellectual property rights. This amount is recorded within “selling, general and administrative expenses” in the semi-annual condensed consolidated statement of profit.

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			For the six months ended June 30, 2025
(€ thousands)			Zegna						Thom Browne						Tom Ford Fashion						Corporate						Intersegment Eliminations						Group Consolidated
Revenues with third parties			645,821						129,154						152,715						—						—						927,690
Intersegment revenues			14,498						308						—						—						(14,806)						—
Revenues			660,319						129,462						152,715						—						(14,806)						927,690
Profit before taxes																																	68,018
Financial income																																	(21,207)
Financial expenses																																	25,408
Foreign exchange gains																																	(10,214)
Result from investments accounted for using the equity method																																	(659)
Operating profit																																	61,346
Adjustments:
Impairment of stores (1)			1,652						203						4,246						—						—						6,101
Severance costs (2)			677						—						226						—						—						903
Legal costs for trademark dispute (3)			—						320						—						—						—						320
Adjusted EBIT			94,390						4,482						(19,430)						(10,673)						(99)						68,670
Depreciation and amortization			(85,469)						(15,144)						(21,666)						(42)						—						(122,321)

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(1)Impairment of stores includes (i) €4,046 thousand related to right-of-use assets, (ii) €2,016 thousand related to property, plant and equipment and (iii) €39 thousand related to intangible assets. These amounts are recorded within “selling, general and administrative expenses” in the semi-annual condensed consolidated statement of profit.

(2)Primarily relates to severance indemnities. This amount is recorded within “selling, general and administrative expenses” in the semi-annual condensed consolidated statement of profit.

(3)Relates to legal costs of €320 thousand in connection with defending a legal dispute initiated by Adidas AG alleging that Thom Browne infringed on its intellectual property rights. This amount is recorded within “selling, general and administrative expenses” in the semi-annual condensed consolidated statement of profit.

The following table summarizes non-current assets (other than financial instruments and deferred tax assets) by geography at June 30, 2026 and at December 31, 2025.

(€ thousands)			At June 30, 2026						At December 31, 2025
EMEA (1)			617,000						516,202
of which Italy			353,674						302,941
Americas (2)			858,862						748,996
of which United States			827,511						720,968
Greater China Region			91,278						85,907
Rest of APAC (3)			86,431						90,847
Total non-current assets (other than financial instruments and deferred tax assets)			1,653,571						1,441,952

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(1)EMEA includes Europe, the Middle East and Africa.

(2)Americas includes the United States of America, Canada, Mexico, Brazil and other Central and South American countries.

(3)Rest of APAC includes Japan, South Korea, Singapore, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

Non-current assets (other than financial instruments and deferred tax assets) in the Netherlands, the Company’s country of domicile, amounted to €4,027 thousand and €2,383 thousand at June 30, 2026 and at December 31, 2025, respectively.

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5. Revenues

The Group generates revenues primarily from the sale of its products and services, as well as from royalties received from third parties and licensees. Revenues are recognized net of returns and discounts.

The following table provides a breakdown of revenues by brand and product line:

			For the six months ended June 30,
(€ thousands)			2026						2025
ZEGNA brand			634,573						570,409
Thom Browne			123,106						129,154
TOM FORD FASHION			156,817						152,715
Textile			67,012						67,061
Other (1)			5,782						8,351
Total revenues			987,290						927,690

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(1)Other mainly includes revenues from agreements with third party brands.

The following table provides a breakdown of revenues by distribution channel:

			For the six months ended June 30,
(€ thousands)			2026						2025
Direct to Consumer (DTC)
ZEGNA brand			573,256						504,501
Thom Browne			102,697						92,639
TOM FORD FASHION			106,827						100,895
Total Direct to Consumer (DTC)			782,780						698,035
Wholesale branded
ZEGNA brand			61,317						65,908
Thom Browne			20,409						36,515
TOM FORD FASHION			49,990						51,820
Total Wholesale branded			131,716						154,243
Textile			67,012						67,061
Other (1)			5,782						8,351
Total revenues			987,290						927,690

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(1)Other mainly includes revenues from agreements with third party brands.

The following table provides a breakdown of revenues by geographic area:

			For the six months ended June 30,
(€ thousands)			2026						2025
EMEA (1)			329,978						328,908
of which Italy			99,929						110,666
Americas (2)			302,348						262,714
of which United States			257,976						225,966
Greater China Region			236,106						223,101
Rest of APAC (3)			117,550						111,508
Other (4)			1,308						1,459
Total revenues			987,290						927,690

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(1)EMEA includes Europe, the Middle East and Africa.

(2)Americas includes the United States of America, Canada, Mexico, Brazil and other Central and South American countries.

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(3)Rest of APAC includes Japan, South Korea, Singapore, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

(4)Other revenues mainly include royalties.

Revenues in the Netherlands, the Company’s country of domicile, amounted to €6,847 thousand and €5,560 thousand for the six months ended June 30, 2026 and 2025, respectively.

6. Income taxes

The following table provides a breakdown for income taxes:

			For the six months ended June 30,
(€ thousands)			2026						2025
Current taxes			(25,497)						(26,459)
Deferred taxes			7,445						6,343
Income taxes			(18,052)						(20,116)

Income taxes for the six months ended June 30, 2026 and 2025 amounted to €18,052 thousand and €20,116 thousand, respectively, of which €16,409 thousand and €18,826 thousand, respectively, related to general corporate income taxes in Italy (the Italian Corporate Income Tax (“IRES”)) and other countries in which the Group operates, and €1,643 thousand and €1,290 thousand, respectively, related to the Italian Regional Income Tax (“IRAP”), which is calculated on a measure of income defined by the Italian Civil Code as the difference between operating revenues and costs, before financial income and expense, the cost of fixed term employees, credit losses and any interest included in lease payments. For each of the six months ended June 30, 2026 and 2025, the applicable IRAP rate was 5.6% for the Parent Company and 3.9% for the other Italian entities of the Group.

The effective tax rate for the six months ended June 30, 2026 and 2025 was 38.8% and 29.6%, respectively. The increase in the effective tax rate was primarily attributable to non-deductible costs of €3,877 thousand in the current year relating to the remeasurement of the liability for put options held by non-controlling interests in Thom Browne, compared to non-taxable income of €28,266 thousand in the prior-year period.

The Pillar Two legislative tax framework introduced by the Organisation for Economic Co-operation and Development (“OECD”), which aims to ensure large multinational corporations pay a minimum level of tax on the income arising in each of the jurisdictions where they operate, has subsequently and progressively been enacted into local tax legislation in many countries around the world. Considering that the Group’s ultimate parent Company is tax resident in Italy and the Italian tax authorities have enacted new tax legislation to implement the Pillar Two framework, the global minimum top-up tax must be applied with respect to all subsidiaries of the Group starting from January 1, 2024. The application of the Pillar Two tax rules has not had a material impact on the Group and has been limited to certain operations abroad where the Pillar Two transitional safe harbor does not apply and the Pillar Two effective tax rate is below 15 percent.

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7. Earnings per share

Basic and diluted earnings per share are calculated as the ratio of net profit or loss attributable to shareholders of the Parent Company by the weighted average number of outstanding shares (basic and diluted) of the Company.

The following table summarizes the amounts used to calculate basic and diluted earnings per share.

			For the six months ended June 30,
(€ thousands)			2026						2025
Profit attributable to shareholders of the Parent Company			23,162						43,083
Weighted average number of shares for basic earnings per share			268,454,497						253,023,790
Adjustments for calculation of diluted earnings per share:
Long-term incentive awards (1)			1,119,582						1,571,887
Former CEO share awards (2)			473,440						751,622
Non-executive directors remuneration in shares (3)			194,139						180,713
Weighted average number of shares for diluted earnings per share			270,241,658						255,528,012
Basic earnings per share in €			0.09						0.17
Diluted earnings per share in €			0.09						0.17

For the six months ended June 30, 2026 and 2025, the diluted weighted average number of shares outstanding was increased to take into consideration the effect of potential ordinary shares relating to equity awards granted by the Group, to the extent to which they are dilutive. Potential ordinary shares are assumed to be converted into ordinary shares at the beginning of the period, except for new potential ordinary shares relating to awards granted during the period, which are considered to be converted from their grant date. The adjustments for the calculation of the weighted average number of shares for diluted earnings per share are further explained below. For additional information related to the Group’s equity incentive arrangements, see Note 20 — Share-based payments.

(1)Long-term incentive awards — Potential ordinary shares of the Company represented by performance share units (“PSUs”) and retention restricted share units (“RSUs”) granted to the Group’s senior management (the “Senior Management Team”) and other employees of the Group, which in the case of the PSUs are considered to be potential ordinary shares if the related performance conditions would have been met based on the Group’s performance up to the reporting date, and in the case of the RSUs are considered to be potential ordinary shares if the recipient was still employed by the Group at the reporting date.

(2)Former CEO share awards — Potential ordinary shares of the Company granted to the former Chairman and Chief Executive Officer of the Group (currently the Group Executive Chairman) in respect of his service up to December 31, 2025, arising from (i) PSUs granted to him, which are considered to be potential ordinary shares if the related performance conditions would have been met based on the Group’s performance up to the reporting date, and (ii) for the six months ended June 30, 2025 only, the exercise of share purchase rights for his 2024 fixed remuneration. This right was not subsequently exercised.

(3)Non-executive directors remuneration in shares — Potential ordinary shares of the Company granted to the non-executive directors for 50% of their annual base remuneration for services provided and which, under the related terms and conditions, will be delivered to the recipients in the second year subsequent to the year in which the services are provided.

8. Other information by nature

The following table provides a breakdown of depreciation and amortization and of personnel costs within the semi-annual condensed consolidated statement of profit:

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			For the six months ended June 30,
(€ thousands)			2026												2025
			Depreciation and amortization						Personnel costs						Depreciation and amortization						Personnel costs
Cost of sales			(8,804)						(78,431)						(8,465)						(73,617)
Selling, general and administrative expenses			(113,067)						(201,791)						(112,326)						(186,045)
Marketing expenses			(1,683)						(7,310)						(1,530)						(6,432)
Total			(123,554)						(287,532)						(122,321)						(266,094)

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9. Intangible assets

The following table presents a breakdown for intangible assets.

(€ thousands)			Goodwill						Brand						Concessions, licenses, trademarks and patents						Software						Other intangible assets						Intangible assets in progress						Total
Historical cost at December 31, 2025			247,234						153,131						116,141						167,522						71,094						824						755,946
Additions			—						—						511						4,208						2,101						925						7,745
Disposals			—						—						(2)						—						(763)						—						(765)
Exchange differences			4,978						4,785						3,153						—						865						6						13,787
Other movements and reclassifications			—						—						1						52						125						(238)						(60)
Historical cost at June 30, 2026			252,212						157,916						119,804						171,782						73,422						1,517						776,653
Accumulated amortization at December 31, 2025			—						—						(27,970)						(110,082)						(63,808)						—						(201,860)
Amortization			—						—						(2,111)						(6,082)						(3,929)						—						(12,122)
Impairment			—						—						—						—						(4)						—						(4)
Disposals			—						—						1						—						713						—						714
Exchange differences			—						—						(463)						(22)						(766)						—						(1,251)
Accumulated amortization at June 30, 2026			—						—						(30,543)						(116,186)						(67,794)						—						(214,523)
Carrying amount at:
December 31, 2025			247,234						153,131						88,171						57,440						7,286						824						554,086
June 30, 2026			252,212						157,916						89,261						55,596						5,628						1,517						562,130

Thom Browne segment

Given the continued challenging conditions in the luxury sector and their impact on the performance of the Thom Browne segment, management conducted an impairment test at June 30, 2026. The Thom Browne segment included goodwill and the brand with an indefinite useful life amounting to €219,903 thousand and €157,916 thousand at June 30, 2026, respectively.

For the purposes of the impairment test, the recoverable amount was compared to the carrying amount. The recoverable amount was determined based on a value in use calculation, which used cash flow projections based on the most recent approved budget forecasts. A long-term growth rate was calculated and applied to project future cash flows after the initial forecast period. In assessing the value in use, the estimated future cash flows were discounted to their present value using a post-tax discount rate that reflected current market assessments of the time value of money and the risks specific to the asset.

The main assumptions to calculate the recoverable amount of the Thom Browne segment were the following:

•Discount rate of 8.61%: The rate used to discount cash flows was calculated using the weighted average cost of capital (“WACC”) post tax. The WACC was calculated considering the parameters specific to the geographical areas: market risk premium and sovereign bond yield;

•EBITDA CAGR 2028 vs. 2025 of +50.3%: The EBITDA compound annual growth rate (CAGR) applied by management to calculate the expected future cash flows, and

•Terminal value growth rate of 2.75%: Determined using the perpetuity method at a long-term growth rate which represents the present value of all expected future cash flows at the last year of projection.

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Sensitivity analysis

The following table presents the results of a sensitivity analysis performed to verify whether reasonably possible changes in the main assumptions used to determine the recoverable amount of the Thom Browne segment would significantly affect the results of the impairment test. Based on the sensitivities presented below, headroom would remain positive under all scenarios except for an adverse increase of 100 basis points in the WACC assumption.

Existing assumptions

Sensitivity effects on headroom

(€ millions, except percentages and basis points)

Headroom

WACC (%)

EBITDA CAGR 2028 vs. 2025 (%)

Growth rate (%)

WACC +100 bps

EBITDA -500 bps

Growth rate -50 bps

Thom Browne segment

104

8.61%

50.3%

2.75%

(4)

47

50

10. Right-of-use assets

The following table provides a breakdown for right-of-use assets.

(€ thousands)			Land and buildings						Industrial and commercial equipment						Other right-of-use assets						Total
Historical cost at December 31, 2025			1,301,863						322						9,327						1,311,512
Additions			255,932						55						2,673						258,660
Disposals			(58,533)						—						(1,284)						(59,817)
Exchange differences			28,719						—						(4)						28,715
Historical cost at June 30, 2026			1,527,981						377						10,712						1,539,070
Accumulated amortization at December 31, 2025			(654,845)						(92)						(4,134)						(659,071)
Amortization			(81,791)						(42)						(1,380)						(83,213)
Impairment			(838)						—						—						(838)
Disposals			56,152						—						894						57,046
Exchange differences			(17,326)						—						(1)						(17,327)
Accumulated amortization at June 30, 2026			(698,648)						(134)						(4,621)						(703,403)
Carrying amount at:
December 31, 2025			647,018						230						5,193						652,441
June 30, 2026			829,333						243						6,091						835,667

The Group leases various retail stores, warehouses, equipment and vehicles. Lease contracts are typically made for fixed periods of 1 year to 15 years and may have extension options. Contracts may contain both lease and non-lease components. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Extension options in a range of 1 year to 10 years are included in a number of property leases across the Group. These are used to maximize operational flexibility in terms of managing the assets used in the Group’s operations. Such extension options are exercisable only by the Group and not by the respective lessor. Other right-of-use assets mainly include vehicles.

Additions to right-of-use assets during the period were primarily attributable to the extension of certain lease agreements aimed at securing long-term presence in prime retail locations in the United States and Europe.

For the six months ended June 30, 2026, impairments of right-of-use assets were recognized for an amount of €838 thousand and primarily related to leased stores in Singapore that are part of the Tom Ford Fashion segment and in the United States and Germany that are part of the Zegna segment.

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For the six months ended June 30, 2025, impairments of right-of-use assets were recognized for an amount of €4,046 thousand and primarily related to leased stores in the Greater China Region and Europe that are part of the Tom Ford Fashion segment, and to leased stores in the Greater China Region, Singapore and the United States that are part of the Zegna segment.

11. Inventories

The following table provides a breakdown for inventories (net of the provision for slow-moving and obsolete inventories).

(€ thousands)			At June 30, 2026						At December 31, 2025
Raw materials, ancillary materials and consumables			119,287						113,241
Work-in-progress and semi-finished products			54,027						49,898
Finished goods			371,428						343,764
Total inventories			544,742						506,903

The amount of provisions for slow-moving and obsolete inventories recognized for the six months ended June 30, 2026 and 2025 was €29,124 thousand and €24,937 thousand, respectively.

12. Derivative financial instruments

The Group enters into derivative contracts in the course of its risk management activities, primarily to hedge the currency risks associated with exchange rate fluctuations for sales that originate in currencies other than the Euro, as well as to hedge the interest rate risk on borrowings. The Company enters into these contracts for hedging purposes only as the Group’s financial management policy does not permit trading in financial instruments for speculative purposes. Derivative financial instruments meeting the hedge requirements of IFRS 9 are accounted for using hedge accounting. Changes in the fair value of derivative financial instruments not qualifying for hedge accounting are recognized in profit or loss in the relevant reporting period. The currency and interest rate derivatives used by the Company are over the counter (OTC) instruments, meaning those negotiated bilaterally with market counterparties, and the determination of their current value is based on valuation techniques that use input parameters (such as foreign exchange rates and interest rate curves, etc.) observable on the market (level 2 of the fair value hierarchy defined in IFRS 13 — Fair Value Measurement).

Derivatives are measured at fair value each reporting date by taking as a reference the applicable foreign currency exchange rates or the interest rates and yield curves observable at commonly quoted intervals.

The Group’s outstanding derivative instruments are presented below.

			At June 30, 2026																		At December 31, 2025
(€ thousands)			Notional amount						Positive fair value						Negative fair value						Notional amount						Positive fair value						Negative fair value
Foreign currency exchange risk
Foreign currency derivatives			1,166,054						9,006						(18,580)						835,812						6,993						(4,315)
Interest rate risk
Interest rate swaps			80,925						255						(29)						81,295						62						(261)
Inflation rate swaps			5,775						—						(832)						—						—						—
Total derivatives instruments - Notional / Assets / (Liabilities)			1,252,754						9,261						(19,441)						917,107						7,055						(4,576)

At June 30, 2026 and December 31, 2025, derivative financial instruments mainly include foreign currency derivative contracts used by the Group to hedge the risks associated with fluctuations in the Euro/U.S. Dollar exchange rate for sales in U.S. Dollars and in the Euro/Chinese Renminbi exchange rate for sales in Chinese Renminbi.

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13. Other current financial assets

The following table provides a breakdown for other current financial assets (see Note 18 — Fair value measurement for a breakdown of other current financial assets by fair value level).

(€ thousands)			At June 30, 2026						At December 31, 2025
Securities			67,843						75,682
Guarantee deposits			3,473						1,492
Financial receivables			268						258
Total other current financial assets			71,584						77,432

The following table provides a breakdown for securities.

(€ thousands)			At December 31, 2025						Investments						Disposals						Fair value adjustments						Realized gains/(losses)						Exchange rate gains/(losses)						At June 30, 2026
Fair value through profit or loss (FVPL)
Private equity			21,565						11						(697)						910						—						367						22,156
Hedge funds			11,370						—						(616)						784						62						27						11,627
Private debt			11,720						—						(949)						207						—						—						10,978
Real estate funds			10,005						1,361						(565)						(87)						—						142						10,856
Money market funds			10,713						14,163						(20,487)						83						65						673						5,210
Equity			3,262						—						(189)						351						—						—						3,424
Total FVPL			68,635						15,535						(23,503)						2,248						127						1,209						64,251
Fair value through other comprehensive income (FVOCI)
Fixed income			3,896						—						(3,400)						—						(6)						—						490
Floating income			3,151						—						—						(49)						—						—						3,102
Total FVOCI			7,047						—						(3,400)						(49)						(6)						—						3,592
Total securities			75,682						15,535						(26,903)						2,199						121						1,209						67,843

14. Shareholders’ equity

Share capital and share premium

At June 30, 2026 and December 31, 2025, the fully paid up share capital of the Company was €9,154 thousand, consisting of 302,704,726 ordinary shares and 154,981,350 special voting shares A, all with a nominal value of €0.02.

Each ordinary share confers the right to cast one vote. Holders of ordinary shares become entitled to special voting shares upon registering their ordinary shares in the loyalty register (thereby blocking such shares from trading on the NYSE) and maintaining them registered in such register for an uninterrupted period of time as prescribed by the articles of association of the Company. Ordinary shares carry the right to receive dividends and each ordinary share carries the right to repayment of capital in the event of dissolution and liquidation, with the remaining equity after all debts are satisfied for the benefit of the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares. Ordinary shares carry preemptive rights in proportion to the aggregate number of ordinary shares held upon the issuance of new ordinary shares or the granting of rights to subscribe for ordinary shares, subject to certain exceptions.

---

If ordinary shares have been registered in the loyalty register for an uninterrupted period of two years in the name of the same shareholder, such shares become eligible to receive Special Voting Shares A of the Company. The relevant shareholder will receive one Special Voting Share A of the Company per eligible ordinary share. Each of the Company Special Voting Share A of the Company will automatically be converted into a Special Voting Share B of the Company after holding a number of ordinary shares for an uninterrupted period of five years following the registration of such ordinary shares in the loyalty register, and each Special Voting Share B of the Company will automatically be converted into a Special Voting Share C of the Company after holding a number of ordinary shares for an uninterrupted period of ten years following the registration of such ordinary shares in the loyalty register. Each class of the Company Special Voting Shares will entitle the relevant holders to the following number of votes, in addition to the voting rights attached to each ordinary share: each Special Voting Share A of the Company confers the right to cast one vote, each Special Voting Share B of the Company confers the right to cast four votes and each Special Voting Share C of the Company confers the right to cast nine votes in the Company’s General Meeting. Holders of the Company’s Special Voting Shares will not receive any dividends in respect of the Special Voting Shares; however, the Company maintains a separate dividend reserve (which is recorded within other reserves in equity) for each class of the Special Voting Shares for the sole purpose of the allocation of the mandatory minimum profits that accrue to the Special Voting Shares.

The following table summarizes the changes in the share capital, share premium and number of ordinary shares and special voting shares of the Company for the six months ended June 30, 2026:

															Ordinary shares
			Share capital						Share premium						Outstanding						Held in treasury						Total						Special voting shares
			(€ thousand)												(# of shares)
At December 31, 2025			9,154						782,587						268,240,430						34,464,296						302,704,726						154,981,350
Ordinary shares delivered under share-based payments (1)			—						—						648,958						(648,958)						—						—
At June 30, 2026			9,154						782,587						268,889,388						33,815,338						302,704,726						154,981,350

________________________________________

(1)As a result of awards vesting under the Group’s equity incentive arrangements, the following ordinary shares, which were previously held in treasury, were delivered during the period:

(a)577,338 ordinary shares to the Senior Management Team (excluding the Group Executive Chairman) and other employees of the Group in relation to the 2022-2025 RSUs.

(b)71,620 ordinary shares to the non-executive directors of the Group for a portion of their annual base remuneration for services provided in 2024.

For additional information relating to the equity incentive arrangements of the Group, see Note 20 — Share-based payments.

Reserve for treasury shares

At June 30, 2026, the reserve for treasury shares amounted to €281,795 thousand (€287,203 thousand at December 31, 2025) and 33,815,338 ordinary shares were held in treasury (34,464,296 ordinary shares were held in treasury at December 31, 2025).

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Other reserves

A breakdown of other reserves is presented below.

(€ thousands)			At June 30, 2026						At December 31, 2025
Share-based payments reserve			72,708						73,331
Non-controlling interests options reserve			(114,247)						(114,247)
Other			(142,964)						(143,391)
Other reserves			(184,503)						(184,307)

The non-controlling interests options reserve includes a reduction of equity attributable to shareholders of the Company resulting from the initial recognition of the financial liabilities at fair value (which are subsequently remeasured at the end of each period through the statement of profit and loss) relating to the put options held by non-controlling interests in Thom Browne group for €92,788 thousand at June 30, 2026 and at December 31, 2025 (originally recognized in 2018 and partially reclassified within other reserves in 2024 as a result of the first tranche of the put option being completely exercised) and Gruppo Dondi S.p.A. for €21,459 thousand at June 30, 2026 and at December 31, 2025 (originally recognized in 2019). For additional details relating to the Group’s written put options on non-controlling interests, see Note 16 — Other non-current financial liabilities.

Retained earnings

Retained earnings include the Group’s accumulated earnings, less dividends paid to equity holders and other changes, including the effects of the first-time adoption of IFRS Accounting Standards, which occurred on January 1, 2018.

At the annual general meeting of the shareholders held on June 26, 2026, the shareholders of the Company approved a dividend distribution of €0.12 per ordinary share, corresponding to a total dividend of €32 million. The dividend was paid on July 29, 2026 from the retained earnings reserve.

At the annual general meeting of the shareholders held on June 26, 2025, the shareholders of the Company approved a dividend distribution of €0.12 per ordinary share, corresponding to a total dividend of €30 million. The dividend was paid on July 29, 2025 from the retained earnings reserve.

15. Borrowings

The following table provides a breakdown for non-current and current borrowings.

(€ thousands)			Committed loans						Other borrowings						Total borrowings
At December 31, 2025			246,189						—						246,189
Repayments			(72,762)						(45,000)						(117,762)
Proceeds			49,881						45,434						95,315
Other			1,055						—						1,055
At June 30, 2026			224,363						434						224,797
of which:
Non-current			127,710						434						128,144
Current			96,653						—						96,653

The Group enters into interest rate swaps to hedge the risk of fluctuations in interest rates on its borrowings that bear floating rates of interest. The use of interest rate swaps is exclusively to hedge interest rate risks associated with monetary flows and not for speculative purposes.

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The following table summarizes the Group’s financial liabilities at June 30, 2026 into relevant maturity groupings based on their contractual maturities (contractual undiscounted cash flows, including interest).

			Contractual cash flows at June 30, 2026																														Carrying amount at June 30, 2026
(€ thousands)			Within 1 year						Between 1 and 2 years						Between 2 and 3 years						Beyond 3 years						Total contractual cash flows
Derivative financial instruments			18,610						—						—						831						19,441						19,441
Trade payables and customer advances			317,060						—						—						—						317,060						317,060
Borrowings			103,452						32,810						74,017						28,115						238,394						224,797
Lease liabilities			180,062						160,095						139,205						634,641						1,114,003						927,195
Other non-current financial liabilities			—						—						59,183						50,505						109,688						109,688
Total			619,184						192,905						272,405						714,092						1,798,586						1,598,181

16. Other non-current financial liabilities

The following table provides a breakdown for other non-current financial liabilities.

(€ thousands)			At June 30, 2026						At December 31, 2025
Written put options on non-controlling interests			109,688						105,632
of which Thom Browne option			94,172						90,295
of which Dondi option			15,516						15,337
Other non-current financial liabilities			109,688						105,632

Written put options on non-controlling interests

Thom Browne

The Group is party to an option agreement which provides Mr. Thom Browne with a put option giving him the right to sell to the Group his remaining 8% interest in Thom Browne Inc. not owned by the Group, in two remaining tranches. The exercise price of the option is established as the EBITDA of the Thom Browne group (as contractually defined) recorded in 2028 and 2030, multiplied by a given multiple (“TB Exercise Formula”). The financial liability arising from the obligation of the Group to purchase the non-controlling interest in the Thom Browne group is measured at the present value of the expected exercise amount, calculated through the TB Exercise Formula as per projections contained in the latest business plan, which cover the period from 2026 to 2028. The liability, which originally related to a 15% non-controlling interest, was initially recognized against equity for €162,066 thousand and it is remeasured at each reporting date in profit or loss based on the latest available information. In June 2021, the Group purchased an additional 5% of the Thom Browne group for a total consideration of €30,653 thousand, reducing the non-controlling interest to 10%.

During the first half of 2024, Mr. Thom Browne exercised the put option to sell to the Group an additional 2% of Thom Browne Inc. (based on the 2023 EBITDA of the Thom Browne group) for a consideration of €22,752 thousand, following which the Group owns 92% of the Thom Browne group. The Group derecognized a portion of the liability for the written put option on non-controlling interests in the amount of €22,752 thousand. Additionally, the equity attributable to non-controlling interests was reduced by €3,697 thousand with an offsetting increase to equity attributable to shareholders of the Parent Company and the put option liability relating to the remaining non-controlling interest was remeasured at its fair value.

At June 30, 2026, the put option liability (which relates to two tranches representing 5% and 3% of the non-controlling interests that are based on the 2028 and 2030 EBITDA of the Thom Browne group, respectively) amounted to €94,172 thousand and was classified as non-current (€90,295 thousand at December 31, 2025).

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Dondi

17. Lease liabilities

The following table provides a breakdown for lease liabilities.

(€ thousands)			Lease liabilities
At December 31, 2025			731,589
Interest expense			17,094
Repayment of lease liabilities (including interest expense)			(91,727)
Additions due to new leases and store renewals			257,571
Decrease of lease liabilities due to store closures			(2,554)
Translation differences			15,222
At June 30, 2026			927,195
of which:
Non-current			780,698
Current			146,497

In certain countries, leases for stores entail the payment of both minimum amounts and variable amounts, especially for stores with lease payments indexed to revenue. As required by IFRS 16 — Leases, only the minimum fixed lease payments are capitalized as lease liabilities.

Additions during the period were primarily attributable to the extension of certain lease agreements aimed at securing long-term presence in prime retail locations in the United States and Europe.

For information relating to the contractual maturities of lease liabilities, see Note 15 — Borrowings.

18. Fair value measurement

The reported amounts of derivative instruments, whether assets or liabilities, reflect their fair value at the reporting date.

The carrying amounts of cash and cash equivalents, trade receivables and other financial assets, as adjusted for impairment where necessary as required by IFRS 9, approximate their estimated realizable value and their fair value. Lease liabilities are measured at their present value, while all other financial liabilities are measured at amortized cost, which approximates their fair value.

For units in investment funds, sensitivity analysis has not been calculated as the valuation is performed on the basis of the latest available net asset value (NAV).

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Categories of financial assets and liabilities according to IFRS 7

The following table provides a breakdown for financial assets by category at June 30, 2026.

			At June 30, 2026
			Financial assets																														Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						Note						1						2						3
Derivative financial instruments			—						9,261						—						9,261						12						—						9,261						—
Cash and cash equivalents			—						—						226,715						226,715												—						226,715						—
Trade receivables			—						—						192,331						192,331												—						192,331						—
Other non-current financial assets			4,815						—						35,808						40,623												—						36,160						4,463
Other current financial assets			64,251						3,592						3,741						71,584						13						7,016						8,951						55,617
Financial assets			69,066						12,853						458,595						540,514												7,016						473,418						60,080

The following table provides an additional breakdown for other current financial assets at June 30, 2026.

			At June 30, 2026
			Other current financial assets																								Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						1						2						3
Private equity			22,156						—						—						22,156						—						—						22,156
Hedge funds			11,627						—						—						11,627						—						—						11,627
Private debt			10,978						—						—						10,978						—						—						10,978
Real estate funds			10,856						—						—						10,856						—						—						10,856
Money market funds and floating income			5,210						3,102						—						8,312						3,102						5,210						—
Guarantee deposits			—						—						3,473						3,473						—						3,473						—
Equity			3,424						—						—						3,424						3,424						—						—
Fixed income			—						490						—						490						490						—						—
Financial receivables			—						—						268						268						—						268						—
Total other current financial assets			64,251						3,592						3,741						71,584						7,016						8,951						55,617

The following table presents the changes in level 3 items for the six months ended June 30, 2026.

(€ thousands)			Fair value Level 3
At December 31, 2025			58,799
Investments			1,372
Disposals			(2,543)
Fair value adjustments			1,854
Realized gains			62
Exchange rate gains			536
At June 30, 2026			60,080

The fair value of Level 2 items is mainly estimated on the basis of data provided by pricing services (non-active markets) and the fair value of Level 3 items is estimated on the basis of the last available net asset value (NAV).

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The following tables provide a breakdown of financial assets by category at December 31, 2025.

			At December 31, 2025
			Financial assets																														Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						Note						1						2						3
Derivative financial instruments			—						7,055						—						7,055						12						—						7,055						—
Cash and cash equivalents			—						—						220,121						220,121												—						220,121						—
Trade receivables			—						—						227,087						227,087												—						227,087						—
Other non-current financial assets			4,886						—						33,610						38,496												—						34,073						4,423
Other current financial assets			68,635						7,047						1,750						77,432						13						10,309						12,747						54,376
Financial assets			73,521						14,102						482,568						570,191												10,309						501,083						58,799

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The following table provides an additional breakdown for other current financial assets at December 31, 2025.

			At December 31, 2025
			Other current financial assets																								Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						1						2						3
Private equity			21,565						—						—						21,565						—						—						21,565
Money market funds and floating income			10,713						3,151						—						13,864						3,151						10,713						—
Private debt			11,720						—						—						11,720						—						284						11,436
Hedge funds			11,370						—						—						11,370						—						—						11,370
Real estate funds			10,005						—						—						10,005						—						—						10,005
Fixed income			—						3,896						—						3,896						3,896						—						—
Equity			3,262						—						—						3,262						3,262						—						—
Guarantee deposits			—						—						1,492						1,492						—						1,492						—
Financial receivables			—						—						258						258						—						258						—
Total other current financial assets			68,635						7,047						1,750						77,432						10,309						12,747						54,376

The fair value of Level 2 items is mainly estimated on the basis of data provided by pricing services (non-active markets) and the fair value of Level 3 items is estimated on the basis of the last available NAV.

The following table provides a breakdown of financial liabilities by category at June 30, 2026.

			At June 30, 2026
			Financial liabilities																														Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						Note						1						2						3
Derivative financial instruments			—						19,441						—						19,441						12						—						19,441						—
Non-current borrowings			—						—						128,144						128,144						15						—						128,144						—
Current borrowings			—						—						96,653						96,653						15						—						96,653						—
Other non-current financial liabilities			109,688						—						—						109,688						16						—						109,688						—
Trade payables and customer advances			—						—						317,060						317,060												—						317,060						—
Lease liabilities – Current / Non-current			—						—						927,195						927,195						17						—						—						927,195
Financial liabilities			109,688						19,441						1,469,052						1,598,181												—						670,986						927,195

The following table provides a breakdown of financial liabilities by category at December 31, 2025.

			At December 31, 2025
			Financial liabilities																														Fair value Level
(€ thousands)			FVPL						FVOCI						Amortized cost						Total						Note						1						2						3
Derivative financial instruments			—						4,576						—						4,576						12						—						4,576						—
Non-current borrowings			—						—						162,123						162,123						15						—						162,123						—
Current borrowings			—						—						84,066						84,066						15						—						84,066						—
Other non-current financial liabilities			105,632						—						—						105,632						16						—						105,632						—
Trade payables and customer advances			—						—						326,245						326,245												—						326,245						—
Lease liabilities – Current / Non-current			—						—						731,589						731,589						17						—						—						731,589
Financial liabilities			105,632						4,576						1,304,023						1,414,231												—						682,642						731,589

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19. Related party transactions

Pursuant to IAS 24 — Related Party Disclosures (“IAS 24”), the related parties of the Group are all entities and individuals (and their close family members) capable of exercising control, joint control or significant influence over the Group and its subsidiaries, including the Group’s controlling shareholder, Monterubello s.s. (“Monterubello”), as well as other companies owned by Monterubello and its shareholders. Related parties also include the Group’s associates and joint arrangements, members of the Group’s Board of Directors and executives with strategic responsibilities, as well as their families and entities controlled by them.

The Group’s transactions with related parties are primarily of a commercial and/or financial nature and are on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved. Transactions carried out by the Group with these related parties are further described below.

Transactions with associates

•The purchase of raw materials (primarily carded yarns) from Filati Biagioli Modesto.

•The purchase of finished products from Luigi Fedeli e Figlio S.r.l. and Norda Run Inc.

Transactions with Monterubello and companies controlled by Monterubello or its shareholders, the Company’s directors or the Senior Management Team

•The rental of properties from EZ Real Estate S.p.A. (“EZ Real Estate”) or its subsidiaries under lease agreements.

•The purchase of raw materials, primarily wool, from entities within the Schneider Group until December 31, 2025.

•The purchase of industrial services (primarily finishing of fabrics), from Finissaggio e Tintoria Ferraris S.p.A.

•The purchase of industrial services from Pettinatura di Verrone S.r.l.

•Licensing, marketing and other sustainability-related services from Oasi Zegna.

•Support to the activities of Fondazione Zegna, a charitable organization which provides an opportunity for charitable work on the part of the Zegna family and Group employees. Fondazione Zegna supports and funds projects in cooperation with non-profit organizations operating in various fields and different parts of the world.

•Put contracts entered into with Mr. Thom Browne as part of the Group’s investments in Thom Browne Inc. whereby the Group has been required to, and may in the future be required to, purchase all or a portion of the remaining non-controlling interests in Thom Browne Inc. For additional information relating to the Thom Browne put option, see Note 16 — Other non-current financial liabilities.

Transactions with other related parties connected to directors and shareholders

•Transactions with UBS Group AG and its subsidiaries (together referred to as the “UBS Group AG”) for borrowings, revolving credit lines and financial assets the Group holds (mainly cash and cash equivalents and other securities), as well as derivative contracts in the course of the Group’s risk management activities. UBS Group AG also provides certain financial guarantees to third parties on behalf of the Group. Following Mr. Sergio Ermotti’s appointment as Group Chief Executive Officer of UBS Group AG effective April 5, 2023, UBS Group AG and its subsidiaries qualify as related parties of the Group.

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The following table summarizes transactions with related parties for the six months ended June 30, 2026 and 2025:

			For the six months ended June 30, 2026																																				For the six months ended June 30, 2025
(€ thousands)			Revenues						Cost of sales						Selling, general and administra-tive expenses						Marketing expenses						Financial income/(expenses)						Foreign exchange (losses)/gains						Revenues						Cost of sales						Selling, general and administra-tive expenses						Marketing expenses						Financial income/(expenses)						Foreign exchange (losses)/gains
Associates
Filati Biagioli Modesto S.p.A.			—						3,118						7						—						—						—						—						3,049						6						—						—						—
Other associates			—						1						—						—						—						—						10						—						1						—						—						—
Total associates			—						3,119						7						—						—						—						10						3,049						7						—						—						—
Companies controlled by Monterubello or its shareholders, the Company’s directors or Senior Management Team
EZ Real Estate			1						1,326						2,321						1,102						(283)						—						9						1,287						1,874						1,027						(355)						—
Schneider Group			—						—						—						—						—						—						—						4,247						10						—						5						—
Alan Real Estate S.A.			—						911						1,803						—						(658)						1						—						878						1,796						—						(835)						—
Agnona S.r.l.			227						12						127						31						—						—						16						22						134						36						—						—
Other companies controlled by Monterubello or its shareholders, the Company’s directors or Senior Management Team (1)			49						2,436						212						2						1						1						5						2,306						434						—						1						—
Other related parties connected to directors and shareholders
UBS Group AG			—						—						699						—						84						(2,124)						—						—						515						—						122						2,296
Other			—						—						456						—						—						—						—						—						1,390						—						—						—
Total transactions with related parties			277						7,804						5,625						1,135						(856)						(2,122)						40						11,789						6,160						1,063						(1,062)						2,296
Total for the Group			987,290						319,475						531,071						68,205						(19,616)						(3,082)						927,690						301,658						501,804						62,882						(4,201)						10,214

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(1)Includes transactions with Fondazione Zegna, Finissaggio e Tintoria Ferraris S.p.A. and Pettinatura di Verrone S.r.l.

The following table summarizes assets and liabilities with related parties at June 30, 2026 and December 31, 2025:

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			At June 30, 2026																								At December 31, 2025
(€ thousands)			Non-current assets						Current assets						Non-current liabilities						Current liabilities						Non-current assets						Current assets						Non-current liabilities						Current liabilities
Associates
Filati Biagioli Modesto S.p.A.			—						34						—						2,217						—						91						—						617
Total associates			—						34						—						2,217						—						91						—						617
Monterubello and Companies controlled by Monterubello or its shareholders, the Company’s directors or Senior Management Team
EZ Real Estate			31,503						3						25,420						7,035						34,723						619						28,577						7,036
Alan Real Estate S.A.			33,641						—						28,492						5,628						35,830						—						32,106						5,410
Schneider Group			—						—						—						—						—						3						—						2,508
Agnona S.r.l.			—						57						—						4						—						96						—						132
Other companies controlled by Monterubello or its shareholders, the Company’s directors or Senior Management Team (1)			307						104						—						1,578						329						114						—						1,441
Other related parties connected to directors and shareholders
UBS Group AG			9,499						15,373						9,251						888						1,616						10,185						667						2,489
Other			—						—						—						79						—						—						—						754
Total transactions with related parties			74,950						15,571						63,163						17,429						72,498						11,108						61,350						20,387
Total for the Group			1,890,133						1,198,742						1,161,540						816,428						1,644,495						1,190,213						985,235						750,392

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(1)Includes transactions with Fondazione Zegna, Finissaggio e Tintoria Ferraris S.p.A., and Pettinatura di Verrone S.r.l.

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20. Share-based payments

The Group has several equity incentive arrangements under which share-based payments have been awarded to the Senior Management Team and other employees of the Group, as well as to non-executive directors. The equity incentives primarily consist of performance share units (“PSUs”) and retention restricted share units (“RSUs”), which each represent the right to receive one ordinary share of the Company.

For the six months ended June 30, 2026 and 2025, the Company recognized €5,264 thousand and €2,099 thousand, respectively, as shared-based compensation expense and an increase to other reserves within equity in relation to the Group’s equity incentive plans.

In the first half of 2026, 577,338 2022-2025 RSUs vested following the continued service of the participants, and the same number of ordinary shares of the Company were delivered to members of the Senior Management Team and other employees of the Group. There are no remaining 2022-2025 RSU awards outstanding. During the period, 71,620 ordinary shares were also delivered to the non-executive directors of the Group for a portion of their annual base remuneration for services provided in 2024.

Executive Chairman 2026-2028 PSUs

In the first half of 2026, the Company awarded 402,704 PSUs (the “Executive Chairman 2026-2028 PSUs”) to the Executive Chairman, which vest at the end of 2028 based on the achievement of targets relating to: (i) the Company’s earnings per share achieved over the performance period from 2026 to 2028, (ii) the change in the adjusted net financial indebtedness/(cash surplus) at the end of 2028 compared to the end of 2025, and (iii) the total shareholder return of the Company’s ordinary shares over the performance period from 2026 to 2028 compared to a defined peer group, as well as the Executive Chairman’s continued service in any executive capacity within the Group at the date of vesting. Each of the performance targets will be measured and settled independently of the other targets and the total number of ordinary shares that will be delivered upon vesting depends on the level of achievement of the performance targets, as well as a multiplier that is based on the performance of certain environmental, social and governance indicators over the performance period.

2026-2028 PSUs

In the first half of 2026, the Company awarded 1,126,400 PSUs (the “2026-2028 PSUs”) to members of the Senior Management Team (excluding the Group Executive Chairman) and certain other employees of the Group, which vest at the end of 2028 based on the achievement of targets relating to: (i) the revenues and the Adjusted EBIT achieved over the performance period from 2026 to 2028, (ii) the change in the adjusted net financial indebtedness/(cash surplus) at the end of 2028 compared to the end of 2025, and (iii) the total shareholder return of the Company’s ordinary shares over the performance period from 2026 to 2028 compared to a defined peer group, as well as the recipient’s continued service to the Group at the date of vesting. Each of the performance targets will be measured and settled independently of the other targets and the total number of ordinary shares that will be delivered upon vesting depends on the level of achievement of the performance targets, as well as a multiplier that is based on the performance of certain environmental, social and governance indicators over the performance period.

The following table summarizes the preliminary fair value for accounting purposes at the measurement date and the key assumptions used in the valuation of the Executive Chairman 2026-2028 PSUs and the 2026-2028 PSUs.

						Executive Chairman 2026-2028 PSUs						2026-2028 PSUs
Fair value						€8.46 - €8.77						€10.08 - €12.28
Measurement date share price						€9.06						€11.47
Expected volatility based on the historical and implied volatility of a group of comparable companies						38.30%						36.40%
Dividend yield						1.06%						1.00%
Risk-free rate						3.57%						3.97%

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2025-2028 RSUs

In the first half of 2026, the Company granted an additional 18,710 RSUs to certain employees of the Group that vest in tranches between 2026 and 2027, subject to the recipient’s continued service to the Group.

21. Notes to the semi-annual condensed consolidated cash flow statement

Operating activities

For the six months ended June 30, 2026 and 2025, other non-cash expenses/(income), net in the semi-annual condensed consolidated cash flow statement primarily include equity-settled share-based compensation and bonuses earned by the Senior Management Team and other employees of the Group that were not paid during the period, as well as provisions for risks and charges and allowances. The change in other operating assets and liabilities primarily relates to the cash impact of movements in employee benefit liabilities, tax receivables and liabilities, provisions for risks and charges, and other assets and liabilities.

Investing activities

Additions capitalized to property, plant and equipment for the six months ended June 30, 2026 and 2025 were €46,284 thousand and €38,721 thousand, respectively.

22. Subsequent events

The Group has evaluated subsequent events through September 2, 2026, which is the date the Semi-Annual Condensed Consolidated Financial Statements were authorized for issuance, and there were no events to report.