ZIFF DAVIS, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Shares of our common stock are traded on the Nasdaq Global Select Market under the stock symbol “ZD”. Holders We had 146 registered stockholders as of February 21, 2025. That number excludes the beneficial owners of shares held in “street” name or held through participants in depositories. Dividends We did not pay dividends during the years ended December 31, 2024, 2023, and 2022, respectively. Future dividends are subject to the approval by the Board of Directors (the “Board”) and any restrictions that may be imposed by applicable law or our contracts. Recent Sales of Unregistered Securities Not applicable. 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. During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the Company repurchased 3,500,000, 1,585,846, and 736,536 shares (which were subsequently retired) respectively, at an aggregate cost of $181.8 million, $104.9 million, and $71.3 million, respectively (including an immaterial amount of commission fees) under the 2020 Program. Refer to Note 13 — Stockholders’ Equity for additional details. Cumulatively, as of December 31, 2024, 8,758,692 shares were repurchased under the 2020 Program, at an aggregate cost of $583.6 million (including excise tax). As a result of the repurchases, the number of shares of the Company’s common stock available for purchase as of December 31, 2024 was 6,241,308 shares. The following table details the repurchases that were made under the 2020 Program and those made outside the 2020 Program (consisting of shares surrendered to satisfy tax withholding obligations for the vesting of restricted stock issued to employees), on a trade date basis, during the three months ended December 31, 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 Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3) October 1, 2024 - October 31, 2024 211 $ 46.29 — 6,241,308 November 1, 2024 - November 30, 2024 17,976 $ 57.12 — 6,241,308 December 1, 2024 - December 31, 2024 — $ — — 6,241,308 Total 18,187 — 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. -39- Equity Compensation Plan Information The Equity Compensation Plan information under which the Company's equity securities are authorized for issuance required under Item 5 is hereby incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A of the Exchange Act of 1934, which the Company intends to file with the SEC within 120 days after the close of its fiscal year. Performance Graph This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise be subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934. The following graph reflects the comparison of the cumulative total stockholder return for shares of the Company’s common stock, the Russell 2000 Index, the Nasdaq Internet Index, and the S&P MidCap 400 Index. As of December 31, 2024, the Company changed the broad index in the performance graph to the Russell 2000 because we believe the market capitalization of companies in the Russell 2000 Index more closely aligns with our Company. The performance graph below continues to include the cumulative total stock return for the S&P MidCap 400, as it is required during the transition period. Measurement points are December 31, 2019 and the last trading day in each of the Company’s fiscal years through the end of fiscal 2024. The graph assumes that $100 was invested on December 31, 2019 in the Company’s common stock and in each of the indices, and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance. The Company completed the separation of Consensus on October 7, 2021. For the purpose of this graph, the distribution of 80.1% of the shares of Consensus common stock to holders of Ziff Davis (formerly known as J2 Global. Inc.) common stock, pursuant to which Consensus became an independent company, is treated as a non-taxable cash dividend which was deemed reinvested in Ziff Davis common stock. Russell 2000 Index Nasdaq S&P Measurement Date Ziff Davis (1) Internet Index MidCap 400 Index Dec-19 100.00 100.00 100.00 100.00 Dec-20 104.25 119.96 162.21 113.66 Dec-21 136.10 137.74 153.90 141.80 Dec-22 97.11 109.59 80.69 123.28 Dec-23 82.49 128.14 130.27 143.54 Dec-24 66.71 142.93 169.33 163.54 (1) On October 7, 2021, Ziff Davis completed the Separation of Consensus (NASDAQ: CCSI). A shareholder of the Company who acquired one share of Ziff Davis common stock at the start of the measurement period (December 31, 2019) and reinvested all cash dividends into Ziff Davis common stock at then-current prices from the start of the measurement period to the time of the Separation would have owned 1.067 shares of Ziff Davis common stock at the time of the Separation of Consensus. At the time of the Separation of Consensus, Ziff Davis common shareholders received a dividend of one CCSI share for every three shares of Ziff Davis common stock. Therefore, the value of this dividend for each Ziff Davis common shareholder was $18.68 per share based on the October 7, 2021 Consensus share price of $56.04 ($56.04 / 3 = $18.68). For purposes of calculating the Ziff Davis total return, we assume that the value of the Consensus shares issued to the Ziff Davis shareholder at the time of the Separation (1.067 shares x $18.68 = $19.93) was reinvested into Ziff Davis common stock at the ex-dividend price of Ziff Davis common stock ($124.16), resulting in ownership of an additional 0.162 shares of Ziff Davis common stock. -40- [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] -41- Item 6. [Reserved]