ZIFF DAVIS, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities On August 6, 2020, the Board approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”). On August 2, 2024, the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029. As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to ten million shares to up to 15 million shares of the Company’s common stock. In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program. See Note 10 — Stockholders’ Equity in Item 1 of Part I of this Quarterly Report on Form 10-Q. Cumulatively, as of September 30, 2024, the Company repurchased 8,758,692 shares, under the 2020 Program, at an aggregate cost of $583.6 million (including excise tax), which were subsequently retired. See Note 10 — Stockholders’ Equity in Item 1 of Part I of this Quarterly Report on Form 10-Q. As a result of the Company’s share repurchases, as of September 30, 2024, the number of shares of the Company’s common stock available for purchase under the 2020 Program was 6,241,308 shares. The following table details the repurchases that were made under and outside the 2020 Program, on a trade date basis, during the three months ended September 30, 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (3) July 1, 2024 - July 31, 2024 — $ — — 3,241,308 August 1, 2024 - August 31, 2024 869,718 $ 46.32 868,669 7,372,639 September 1, 2024 - September 30, 2024 1,132,746 $ 49.25 1,131,331 6,241,308 Total 2,002,464 2,000,000 6,241,308 (1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees. (2) Excludes the impact of excise taxes. (3) As of the last day of the applicable month. Item 3. Defaults Upon Senior Securities None. -47- Item 4. Mine Safety Disclosures Not Applicable.