Ermenegildo Zegna NV 2025年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF1934OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-41180 Ermenegildo Zegna N.V.(Exact name of Registrant as specified in its charter) Not applicableTheNetherlands(Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization) Viale Roma 99/10013835Valdilana loc.TriveroItalyTel: +39 01575911(Address of principal executive offices) Gianluca Ambrogio TagliabueTel: +39 01575911Facsimile: +39 015756139Viale Roma 99/100,13835Valdilana loc.Trivero,Italy(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report: At December 31, 2024, the issuer had252,503,479ordinary shares, nominal value €0.02 per share, and154,981,350special voting shares A,nominal value €0.02 per share, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section 13(a) of the Exchange Act.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP☐International Financial Reporting Standardsas issued by the InternationalAccounting Standards Board☒ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ TABLE OF CONTENTS CERTAIN DEFINED TERMSNOTE ON PRESENTATIONTRADEMARKS, SERVICE MARKS AND TRADE NAMESMARKET AND INDUSTRY INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART IITEM 1IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3KEY INFORMATION A. [Reserved]B. Capitalization and IndebtednessC. Reasons for the Offer and Use of ProceedsD. Risk Factors ITEM 4INFORMATION ON THE COMPANY A. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plants and Equipment ITEM 4AUNRE