1 unchanged sentence
Insider Trading Arrangements and Policies
−Removed: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1trading arrangements (as defined in Item 408(c) of Regulation S-K).
3 unchanged sentences
dated as of October 7, 2021 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.
−Removed: Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Ziff Davis’ Current Report on Form 8-K filed on May 10, 2023 (File No.
+Added: Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Ziff Davis’ Annual Report on Form 10-K filed on February 26, 2024.
+Added: Indenture, dated as of July 16, 2024, between Ziff Davis, Inc.
+Added: and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Ziff Davis ’ Current Report on Form 8-K filed on July 16, 2024.(File No.
+Added: Form of certificate representing the 3.625% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to Ziff Davis’ Current report on Form 8-K filed on July 16, 2024.
Form of Restricted Stock Unit Agreement pursuant to the Ziff Davis, Inc.
−Removed: 2015 Stock Option Plan (1)
+Added: 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on May 16, 2024 (File No.
Form of Performance Stock Unit Agreement pursuant to the Ziff Davis, Inc.
−Removed: 2015 Stock Option Plan (1)
−Removed: S eventh A mendment to the Credit Agreement , dated as of April 10, 2024, among Ziff Davis, Inc ., the Guarantors, the lenders party to the Amendment constituting Required Lenders and U .
−Removed: Bank National Association , as administrative agent for the Lenders.
+Added: 20 24 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Ziff Davis ’ Current Report on Form 8-K filed on May 16, 2024 (File No.
+Added: Ziff Davis, Inc.
+Added: 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.
+Added: 1 to Ziff Davis’ Current Report on Form 8-K filed on May 13 , 2024 (File No.
+Added: New Lender Joinder Agreement and Eighth Amendment to Credit Agreement, dated as of June 18, 2024, among Ziff Davis, Inc., the Lenders party thereto and U.S.
+Added: Bank National Association, as administrative agent and collateral agent for the Lenders (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on June 25, 2024 (File No.
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
ZIFF DAVIS, INC.
−Removed: May 9, 2024 By:
+Added: August 8, 2024 By:
/s/ VIVEK SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: May 9, 2024 By:
+Added: August 8, 2024 By:
/s/ BRET RICHTER
1 unchanged sentence
(Principal Financial Officer)
−Removed: May 9, 2024 By:
+Added: August 8, 2024 By:
/s/ LAYTH TAKI
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.