What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-26 · 48 added, 24 removed, 170 unchanged (30% of the section changed)

11 unchanged sentences

Based on our evaluation, management concluded that Ziff Davis’s internal control over financial reporting was effective as of December 31, 2024.

Our internal control over financial reporting as of December 31, 2023 have been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their audit report which is included herein.

Pursuant to the SEC’s general guidance that the assessment of a recently acquired business’ internal control over financial reporting may be omitted in the year of acquisition, management has excluded certain of its 2024 acquisitions from its assessment of internal control over financial reporting as of December 31, 2024.

Total assets, excluding goodwill and identifiable intangible assets, and total revenue of TDS and CNET acquired in 2024, in aggregate, represent approximately 15% and 5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their audit report which is included herein.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2023, we migrated our Digital Media reportable segment onto the Company’s existing Enterprise Resource Planning (“ERP”) system.

Consequently, certain business process controls have been modified to incorporate the controls contained within the ERP system.

We do not believe this implementation has had or will have a material adverse effect on our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the fourth quarter of our fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-5(f) under the Exchange Act) which occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Report of Independent Registered Public Accounting Firm

6 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statement of operations, comprehensive income, cash flows, and stockholders' equity for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for each of the years in the two year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired TDS and CNET during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, TDS and CNET’s internal control over financial reporting associated with 15% and 5% of assets and revenue, respectively, included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TDS and CNET.

Basis for Opinion

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG, LLP

New York, New York

34 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.

S ixth Amended and Restated By-Laws

Sixth Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to Ziff Davis' Annual Report on Form 10-K filed on February 26, 2024 (File No.

Specimen of Common Stock Certificate (Incorporated by reference to Exhibit 4.1.2 to Ziff Davis’ Current Report on Form 8-K filed on December 7, 2011 (File No.

3 unchanged sentences

Indenture, dated as of November 15, 2019 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on November 15, 2019 (File No.

Description of Registered Securities (incorporated by reference to Exhibit 4.5 to Ziff Davis’ Annual Report on Form 10-K filed on March 2, 2020 (File No.

Indenture, dated as of October 7, 2020 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on October 7, 2020 (File No.

Indenture, dated as of July 16, 2024, between Ziff Davis, Inc.

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.

F orm of certificate re presenting the 3.625% Convertible Senior Notes due 2028 (included as Exhibit A to E xhibit 4.1) (incorporated by reference to Exhibit 4.

2 to Ziff Davis’ Current Report on Form 8-K filed on July 16, 2024.(File No.

Description of Registered Securities

Form of Waiver Regarding Restricted Stock Agreements (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 10-Q filed on August 10, 2020 (File No.

11 unchanged sentences

2001 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on February 8, 2018 (File No.

Form of Restricted Stock Unit Agreement pursuant to the Ziff Davis, Inc.

2015 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 9, 2024 (File No.

Form of Performance Stock Unit Agreement pursuant to the Ziff Davis, Inc.

2015 Stock Option Plan (incorporated by reference to Exhibit 10.2 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 9, 2024 (File No.

Ziff Davis, Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on May 13, 2024 (File No.

Form of Restricted Stock Unit Agreement pursuant to the Ziff Davis, Inc.

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.

2024 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.

Employment Agreement between Ziff Davis, Inc.

7 unchanged sentences

and Layth Taki, effective as of September 27, 2022 (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on From 10-Q filed on November 9, 2022 (File No.

Employment Agreement between Ziff Davis, Inc.

and Lori T ansley , effective as of November 21 , 202 4 (1)

Second Amended and Restated Limited Partnership Agreement, dated as of January 19, 2018, by and among OCV I GP, LLC and J2 Global, Inc.

(incorporated by reference to Exhibit 10.9 to Ziff Davis’ Current Report on Form 10-K filed on March 1, 2018 (File No.

Credit Agreement, dated as of April 7, 2021, among J2 Global, Inc., the Lenders from time to time party thereto and MUFG Union Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by r eference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on Form 10-Q filed on August 9, 2021 (File No.

Credit Agreement, dated as of April 7, 2021, among J2 Global, Inc., the Lenders from time to time party thereto and MUFG Union Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on Form 10-Q filed on August 9, 2021 (File No.

First Amendment to Credit Agreement, dated as of June 2, 2021, by and among J2 Global, Inc., the subsidiaries of J2 Global, Inc.

9 unchanged sentences

A., as administrative agent for the Lenders (incorporated by reference to Exhibit 10.3 to Ziff Davis’ Quarterly Report on Form 10-Q filed on November 9, 2022 (File No.

Seventh Amendment 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.

Bank National Association, as administrative agent for the Lenders (incorporated by reference to Exhibit 10.3 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 9, 2024 (File No.

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.

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.

Transition Services Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

2 unchanged sentences

First Amendment to Transition Services Agreement, dated as of October 6, 2022, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, In c .

(incorporated by reference to Exhibit 10.

20 to Ziff Davis’ Annual Report on Form 10-K filed on March 1 , 202 3 (File No.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.20 to Ziff Davis’ Annual Report on Form 10-K filed on March 1, 2023 (File No.

Second Amendment to Transition Services Agreement, dated as of January 3, 2023, by and between Ziff Davis, Inc.

18 unchanged sentences

and Orchard Capital Corporation (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on April 25, 2022 (File No.

Z iff Davis, Inc.

Securities Trading Policy (February 2024)

List of subsidiaries of Ziff Davis, Inc.

Consent of Independent Registered Public Accounting Firm – KPMG LLP

Consent of Independent Registered Public Accounting Firm – BDO USA, P.

Consent of Independent Registered Public Accounting Firm – BDO USA, P.C.

Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Ziff Davis, Inc.

Clawback Policy

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Clawback Policy (incorporated by reference to Exhibit 97.1 to Ziff Davis' Annual Report on Form 10-K filed on February 26, 2024 (File No.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.

** This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

* Filed herewith.

** Furnished herewith.

(1) Indicates a management contract or compensatory plan required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.

Form 10-K Summary

10 unchanged sentences

(Principal Financial Officer)

/s/ LAYTH TAKI Chief Accounting Officer February 26, 2024

/s/ LORI TANSLEY

Chief Accounting Officer February 25, 2025

(Principal Accounting Officer)

/s/ SARAH FAY Director February 25, 2025

11 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.

What changed 10-K

Item 9A. Controls and Procedures