ZIFF DAVIS, INC. 10-Q

Item 5. Other Information Insider Trading Arrangements and Policies During the three months ended March 31, 2025, 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). Amendments to Existing Restricted Stock Units and Performance Stock Units On May 7, 2025, the Board of Directors of the Company (the “Board”) approved amendments to outstanding restricted stock unit (“RSU”) agreements (the “RSU Amendments”) and performance-based restricted stock unit (“PSU”) agreements (“PSU Amendments”) under the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) and the 2015 Ziff Davis, Inc. Stock Option Plan (“2015 Plan”). The RSU Amendments and PSU Amendments provide that for every dividend paid with respect to the shares of the Company’s common stock (“Shares”) underlying a holder’s existing RSUs or PSUs, as applicable, such RSUs or PSUs will accrue dividend equivalents (“Dividend Equivalent Rights”), subject to the vesting, settlement, clawback, and other conditions applicable to the Shares underlying the RSUs or PSUs, as applicable. Dividend Equivalent Rights represent the right to receive a cash amount equal to the value of all cash dividends declared and paid in respect of one Share underlying one RSU or PSU, as applicable, commencing on the grant date of the applicable RSU or PSU and ending on the date that such RSU or PSU is settled pursuant to the RSU or PSU agreement. The Company does not have any current plan or intention to declare dividends in the foreseeable future. The Company is communicating the RSU Amendments and PSU Amendments to existing RSU and PSU holders through the form of notice (the “Notice”). The foregoing description of the Notice does not purport to be complete and is qualified in its entirety by reference to the Notice, which is filed herewith as Exhibit 10.1 to this Form 10-Q and incorporated herein by reference. New Forms of Restricted Stock Unit Agreement and Performance Stock Unit Agreement On May 7, 2025, the Board approved a new form of RSU agreement for employees and members of the Board and PSU agreement for employees, in each case, to be used in connection with grants under the 2024 Plan. The new forms of RSU and PSU award agreements are substantially similar to the prior award agreements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, but will now provide for the Dividend Equivalent Rights described above. The foregoing description of the forms of RSU agreement and PSU agreement does not purport to be complete and is qualified in its entirety by reference to the text of the forms of agreements, which are filed herewith as Exhibits 10.2 and 10.3 to this Form 10-Q and incorporated herein by reference. -47- Item 6. Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 ( incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on June 10, 2014. (File No. 0-25965)) 3.2 Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed with the Commission on November 1, 2019 (File 0-25965)) 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ziff Davis, Inc. 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. (File No. 0-25965)) 3.4 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. (File No. 0-25965)) 10.1* Form of Notice Regarding Payment of Dividend Equivalents on Restricted Stock Units and Performance Stock Units 10.2* Restricted Stock Unit Agreement pursuant to Ziff Davis, Inc. 2024 Equity Incentive Plan 10.3* Performance-Based Restricted Stock Unit Agreement pursuant to Ziff Davis, Inc. 2024 Equity Incentive Plan 31.1 * Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of Principal Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.2 ** Certification of Principal Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. -48- SIGNATURES 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. (registrant) Date: May 9, 2025 By: /s/ VIVEK SHAH Vivek Shah Chief Executive Officer and a Director (Principal Executive Officer) Date: May 9, 2025 By: /s/ BRET RICHTER Bret Richter Chief Financial Officer (Principal Financial Officer) Date: May 9, 2025 By: /s/ LORI TANSLEY Lori Tansley Chief Accounting Officer (Principal Accounting Officer) -49-