6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File No. 001-41180

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Ermenegildo Zegna N.V.

(Translation of Registrant’s Name Into English)

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Viale Roma 99/100

13835 Valdilana loc. Trivero

Italy

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o

The following exhibit is furnished herewith:

Exhibit 99.1    Press Release, dated November 9, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorised.

Date: November 9, 2022	ERMENEGILDO ZEGNA N.V.
	By:	/s/ Gianluca Ambrogio Tagliabue
		Name:	Gianluca Ambrogio Tagliabue
		Title:	Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release, dated November 9, 2022.

EX-99.1

Exhibit 99.1

November 9, 2022 – MILAN – In June 2022, Ermenegildo Zegna N.V. (NYSE: ZGN) (“Zegna”) filed an advance tax ruling request with the Dutch Tax Authorities in order to clarify the potential withholding tax consequences of dividend distributions in the Netherlands. For more information on the content of the tax ruling request, please refer to the prospectus filed by Zegna with the U.S. Securities and Exchange Commission on September 12, 2022 and available under the relevant section of Zegna’s corporate website at https://ir.zegnagroup.com/financials/sec-filings/default.aspx.

In September 2022, Zegna reached an agreement with the Dutch Tax Authorities – valid for the period from January 1, 2022 to December 31, 2026 – pursuant to which Zegna, being an entity originally incorporated under Italian law and converted into a Dutch company but tax resident in Italy, shall not be required to withhold taxes under Dutch law in respect of any dividends it may declare and pay for the entire term of the agreement. As a result, until December 31, 2026 the Dutch withholding tax (having a rate of 15%) shall no longer be applied to dividends paid by Zegna to its shareholders, irrespective of their tax residence.

Please note that, since the tax ruling applies retroactively starting from January 1, 2022, Zegna will refund the amounts held back in relation to the Dutch withholding tax on the dividend distributed to Zegna’s shareholders on July 28, 2022 through an additional Third Quick Refund window, which represents a one-time exceptional process. For more information on the refund process, please refer to the updated Important Notice (and in particular section: “Dutch 15% Hold Back Payment - Final Quick Refund Batch”), available under the relevant section of Zegna’s corporate website at https://ir.zegnagroup.com/stock-info/.

About Ermenegildo Zegna Group

Founded in 1910 in Trivero, Italy by Ermenegildo Zegna, the Zegna Group designs, creates, and distributes luxury menswear and accessories under the Zegna brand, as well as womenswear, menswear and accessories under the Thom Browne brand. Through its Luxury Textile Laboratory Platform – which works to preserve artisanal mills producing the finest Italian fabrics – the Zegna Group manufactures and distributes the highest quality fabrics and textiles. Group products are sold through over 500 stores in 80 countries around the world, of which 299 are directly operated by the Group as of September 30, 2022 (242 Zegna stores and 57 Thom Browne stores). Over the decades, Zegna Group has charted Our Road: a unique path that winds itself through era-defining milestones that have seen the Group grow from a producer of superior wool fabric to a global luxury group. Our Road has led us to New York, where the Group has been listed on the New York Stock Exchange since December 20, 2021. And while we continue to progress on Our Road to tomorrow, we remain committed to upholding our founder’s legacy – one that is based upon the principle that a business’s activities should help the environment. Today, the Zegna Group is creating a lifestyle that marches to the rhythm of modern times while continuing to nurture bonds with the natural world and with our communities that create a better present and future.

Contacts

Investor Relations/Group Communications

Francesca Di Pasquantonio

francesca.dipasquantonio@zegna.com

+39 335 5837669

Media

Brunswick Group

Brendan Riley / Daria Danelli / Marie Jensen

briley@brunswickgroup.com / ddanelli@brunswickgroup.com / mjensen@brunswickgroup.com

+1 (917) 755-1454 / +39 348 635 1149 / +33 (0) 6 49 09 39 54