1 unchanged sentence
Insider Trading Arrangements and Policies
−Removed: 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.
+Added: During the three months ended September 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).
7 unchanged sentences
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.
−Removed: Form of Restricted Stock Unit Agreement pursuant to the Ziff Davis, Inc.
−Removed: 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.
−Removed: Form of Performance Stock Unit Agreement pursuant to the Ziff Davis, Inc.
−Removed: 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.
−Removed: Ziff Davis, Inc.
−Removed: 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.
−Removed: 1 to Ziff Davis’ Current Report on Form 8-K filed on May 13 , 2024 (File No.
−Removed: 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.
−Removed: 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
11 unchanged sentences
** Furnished herewith.
−Removed: (1) Indicates a management contract or compensatory plan.
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 authorized.
ZIFF DAVIS, INC.
−Removed: August 8, 2024 By:
+Added: November 8, 2024 By:
/s/ VIVEK SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 8, 2024 By:
+Added: November 8, 2024 By:
/s/ BRET RICHTER
Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: August 8, 2024 By:
−Removed: /s/ LAYTH TAKI
−Removed: Chief Accounting Officer
−Removed: (Principal Accounting Officer)
+Added: (Principal Financial and Interim Principal Accounting Officer)
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.