What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-07 compared with 2025-05-09 · 304 added, 168 removed, 736 unchanged (39% of the section changed)

4 unchanged sentences

(Unaudited, in thousands except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 457,259 $ 505,880

34 unchanged sentences

Authorized 95,000,000 ;

total issued and outstanding 42,230,734 and 42,848,339 shares at March 31, 2025 and December 31, 2024, respectively

total issued and outstanding 41,168,057 and 42,848,339 shares at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 484,498 491,891

8 unchanged sentences

(Unaudited, in thousands except share and per share data)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Total revenues $ 352,209 $ 320,800 $ 680,845 $ 635,285

9 unchanged sentences

Loss on sale of businesses — — — ( 3,780 )

Loss on investments, net — ( 10,705 )

Other loss, net ( 2,803 ) ( 104 )

Income before income tax expense and income (loss) from equity method investment 26,196 19,503

Gain (loss) on investments, net 4,340 3,051 4,340 ( 7,654 )

Other (loss) income, net ( 5,786 ) 5,267 ( 8,589 ) 5,163

Income before income tax expense and income from equity method investment 25,514 35,083 51,710 54,586

Income tax expense ( 4,286 ) ( 6,990 ) ( 12,873 ) ( 15,221 )

Income (loss) from equity method investment, net of tax 6,630 ( 645 )

Income from equity method investment, net of tax 5,115 8,817 11,745 8,172

Net income $ 26,343 $ 36,910 $ 50,582 $ 47,537

10 unchanged sentences

(Unaudited, in thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net income $ 26,343 $ 36,910 $ 50,582 $ 47,537

1 unchanged sentence

Foreign currency translation adjustment 18,782 ( 463 ) 30,193 ( 6,993 )

Change in fair value on available-for-sale investments, net of tax expense of $ 88 and tax benefit of $ 19 for the three months ended March 31, 2025 and 2024, respectively

Change in fair value on available-for-sale investments, net of tax expense of $ 99 and tax benefit of $ 102 for the three months ended June 30, 2025 and 2024, respectively, and tax expense of $ 187 and tax benefit of $ 83 for the six months ended June 30, 2025 and 2024, respectively

279 341 559 278

Other comprehensive income (loss), net of tax

7 unchanged sentences

(Unaudited, in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

8 unchanged sentences

Changes in fair value of contingent consideration ( 2,318 ) —

(Income) loss from equity method investments, net

Income from equity method investments, net

( 11,745 ) ( 8,172 )

Loss on investments, net — 10,705

(Gain) loss on investments, net ( 4,340 ) 7,654

Other 1,701 1,779

11 unchanged sentences

Purchases of property and equipment ( 55,752 ) ( 53,633 )

Acquisition of businesses, net of cash received ( 39,198 ) ( 44,524 )

Acquisitions, net of cash received ( 50,345 ) ( 56,698 )

Distribution from equity method investment 9,196 —

Proceeds from sale of equity investments 25,250 19,455

Proceeds from sale of businesses, net of cash divested — 7,860

3 unchanged sentences

Repurchase of common stock ( 68,834 ) ( 87,928 )

Issuance of common stock under employee stock purchase plan 3,751 4,525

Deferred payments for acquisitions ( 213 ) ( 7,417 )

10 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three months ended March 31, 2025

Three months ended June 30, 2025

Common stock Additional paid-in

2 unchanged sentences

Shares Amount capital earnings comprehensive loss

Balance, January 1, 2025 42,848,339 $ 428 $ 491,891 $ 1,401,034 $ ( 82,471 ) $ 1,810,882

Balance, April 1, 2025 42,230,734 $ 422 $ 485,008 $ 1,406,715 $ ( 70,780 ) $ 1,821,365

— — — 26,343 — 26,343

2 unchanged sentences

Issuance of restricted stock, net 31,374 1 ( 217 ) 95 — ( 121 )

Issuance of shares under employee stock purchase plan 133,956 1 3,749 — — 3,750

Repurchase and retirement of common stock (1)

( 1,228,007 ) ( 12 ) ( 15,890 ) ( 23,766 ) — ( 39,668 )

Share-based compensation — — 11,727 — — 11,727

Other, net — — 121 81 — 202

Balance, March 31, 2025 42,230,734 $ 422 $ 485,008 $ 1,406,715 $ ( 70,780 ) $ 1,821,365

Three months ended March 31, 2024

Balance, June 30, 2025 41,168,057 $ 412 $ 484,498 $ 1,409,468 $ ( 51,719 ) $ 1,842,659

(1) Includes 143,161 shares received in connection with sale of our minority equity ownership interest in OpenEvidence (formerly know as Xyla, Inc.

(“Xyla”)) during the three months ended June 30, 2025.

Three months ended June 30, 2024

Common stock Additional paid-in

2 unchanged sentences

Shares Amount capital earnings comprehensive loss

Balance, April 1, 2024 46,134,708 $ 461 $ 475,926 $ 1,503,838 $ ( 78,213 ) $ 1,902,012

Net income — — — 36,910 — 36,910

Other comprehensive loss, inclusive of tax benefit of $ 102

— — — — ( 122 ) ( 122 )

Issuance of restricted stock, net 13,025 — ( 100 ) 185 — 85

Issuance of shares under employee stock purchase plan 92,589 1 4,524 — — 4,525

Repurchase and retirement of common stock ( 1,500,000 ) ( 15 ) ( 15,723 ) ( 69,172 ) — ( 84,910 )

Share-based compensation — — 11,600 — — 11,600

Other, net — — 5 ( 218 ) — ( 213 )

Balance, June 30, 2024 44,740,322 $ 447 $ 476,232 $ 1,471,543 $ ( 78,335 ) $ 1,869,887

Six months ended June 30, 2025

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

Balance, January 1, 2025 42,848,339 $ 428 $ 491,891 $ 1,401,034 $ ( 82,471 ) $ 1,810,882

Net income — — — 50,582 — 50,582

Other comprehensive income, net of tax expense of $ 187

— — — — 30,752 30,752

Issuance of restricted stock, net 163,769 2 ( 8,049 ) 3,623 — ( 4,424 )

Issuance of shares under employee stock purchase plan 133,956 1 3,749 — — 3,750

Repurchase and retirement of common stock (1)

( 1,978,007 ) ( 19 ) ( 24,583 ) ( 45,969 ) — ( 70,571 )

Share-based compensation — — 21,479 — — 21,479

Other, net — — 11 198 — 209

Balance, June 30, 2025 41,168,057 $ 412 $ 484,498 $ 1,409,468 $ ( 51,719 ) $ 1,842,659

(1) Includes 143,161 shares received in connection with sale of our minority equity ownership interest in OpenEvidence during the three months ended June 30, 2025.

Six months ended June 30, 2024

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

Balance, January 1, 2024 46,078,464 $ 461 $ 472,201 $ 1,491,956 $ ( 71,620 ) $ 1,892,998

Net income — — — 47,537 — 47,537

Other comprehensive loss, inclusive of tax benefit of $ 83

1 unchanged sentence

Issuance of restricted stock, net 69,269 — ( 5,252 ) 1,414 — ( 3,838 )

Issuance of shares under employee stock purchase plan 92,589 1 4,524 — — 4,525

Repurchase and retirement of common stock ( 1,500,000 ) ( 15 ) ( 15,723 ) ( 69,172 ) — ( 84,910 )

Share-based compensation — — 20,472 — — 20,472

Other, net — — 10 ( 192 ) — ( 182 )

Balance, March 31, 2024 46,134,708 $ 461 $ 475,926 $ 1,503,838 $ ( 78,213 ) $ 1,902,012

Balance, June 30, 2024 44,740,322 $ 447 $ 476,232 $ 1,471,543 $ ( 78,335 ) $ 1,869,887

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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Certain prior year reported amounts have been reclassified to conform to the 2025 presentation.

For the three months ended March 31, 2024, the Company reclassified depreciation and amortization of $ 1.2 million and $ 47.3 million from ‘Direct costs’ and ‘General, administrative, and other related costs’, respectively, to ‘Depreciation and amortization’ to conform with current period presentation.

For the three and six months ended June 30, 2024, the Company reclassified depreciation of $ 2.6 million and $ 3.7 million, respectively, and amortization of $ 49.6 million and $ 96.8 million, respectively from ‘Direct costs’ and ‘General, administrative, and other related costs’, respectively, to ‘Depreciation and amortization’ to conform with current period presentation.

Significant Accounting Policies

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024.

For the three months ended March 31, 2025, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended December 31, 2024.

For the six months ended June 30, 2025, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended December 31, 2024.

Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Settlement receivables, net $ 231,001 $ 296,553

Trade receivables, net 276,291 349,120

Other receivables 15,716 14,550

Accounts receivable, net $ 523,008 $ 660,223

5 unchanged sentences

Accounts payable and accrued expenses consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts payable $ 140,398 $ 164,352

2 unchanged sentences

Other accrued liabilities 47,722 41,870

Total Accounts payable and accrued expenses $ 463,518 $ 670,769

Accounts payable and accrued expenses $ 474,189 $ 670,769

Settlement payables, net represent amounts owed to our customers related to services provided in the facilitation of gift card processing and program management whereby, as part of our services we collect from third-parties and pass through payment to our customers, net of a fee earned by the Company.

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This update will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

The following describes the nature of the Company’s primary types of revenue.

The following describes the nature of the Company’s primary types of revenues.

Advertising and Performance Marketing

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The vast majority of the Company’s advertising and performance marketing revenue is recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC Topic 606, Revenue from Contracts with Customer (“ASC 606”).

The Company determines whether revenues should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The vast majority of the Company’s advertising and performance marketing revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC Topic 606, Revenue from Contracts with Customer (“ASC 606”).

Revenues recognized on a gross basis are generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites, or on unaffiliated advertising networks;

and (ii) through the Company’s lead-generation business.

The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party platforms.

The Company also records revenue on a net basis with respect to the transfer of functional intellectual property through third-party gaming platforms and with respect to revenue earned from servicing client gift card programs.

The Company records revenues on a net basis with respect to revenues paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party platforms.

The Company also records revenues on a net basis with respect to the transfer of functional intellectual property through third-party gaming platforms and with respect to revenues earned from servicing client gift card programs.

Subscription and Licensing

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Licensing revenues also include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance.

Revenue will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.

Revenues will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.

• Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer for download and use.

• Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as needed basis and they are available during the term of the support period.

The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The vast majority of the subscription and licensing revenue is recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606.

The Company records revenue on a gross basis with respect to revenue generated from the resale of various third-party solutions, primarily through its email security line of business, because the Company has control of the specified good or service prior to transferring control to the customer.

Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenue, and game publishing revenue.

The Company determines whether revenues should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The vast majority of the subscription and licensing revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606.

The Company records revenues on a gross basis with respect to revenues generated from the resale of various third-party solutions, primarily through its email security line of business, because the Company has control of the specified good or service prior to transferring control to the customer.

Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenues, and game publishing revenues.

Hardware product and related software performance obligations, such as those relating to an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation.

The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer.

The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The majority of the Company’s other revenue is recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606.

The Company records revenue on a net basis with respect to games sold on third-party platforms.

The Company determines whether revenues should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively.

The majority of the Company’s other revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606.

The Company records revenues on a net basis with respect to games sold on third-party platforms.

ZIFF DAVIS, INC.

3 unchanged sentences

Revenues from external customers classified by revenue source are as follows (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Technology & Shopping

6 unchanged sentences

Subscription and licensing 13,965 14,806 27,611 28,691

Other 10 — 19 —

Total Gaming & Entertainment revenues $ 46,226 $ 42,981 $ 84,252 $ 79,621

10 unchanged sentences

Subscription and licensing $ 68,349 $ 68,983 $ 135,663 $ 144,435

Other — — — —

Total Cybersecurity & Martech revenues $ 68,349 $ 68,983 $ 135,663 $ 144,435

2 unchanged sentences

(1) Amounts presented are net of inter-segment revenues.

The Company recorded $ 84.1 million and $ 74.1 million of revenue for the three months ended March 31, 2025 and 2024, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.

The Company recorded $ 54.8 million and $ 58.3 million of revenues for the three months ended June 30, 2025 and 2024, respectively, and $ 138.9 million and $ 132.4 million of revenues for the six months ended June 30, 2025 and 2024, respectively, which was previously included in the deferred revenues balance as of the beginning of each respective year.

Performance Obligations

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The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together.

The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided.

The Company includes any fixed consideration within its contracts as part of the total

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

transaction price.

The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided.

The Company includes any fixed consideration within its contracts as part of the total transaction price.

The Company’s contracts occasionally contain variable consideration, such as commissions that are recognized in the period of the commissionable event.

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In certain instances, the Company provides content to its advertising partners and receives a revenue share based on the terms of the agreement.

Revenue is recognized based on delivery of services over the contract period for advertising.

Revenues are recognized based on delivery of services over the contract period for advertising.

The Company believes that the methods described are a faithful depiction of the transfer of goods and services.

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The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation delivered over the time is a time-based measure.

The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs, or when functional intellectual property is delivered for services outside of the subscription.

The Company recognizes revenues on a straight-line basis throughout the subscription period, or as usage occurs, or when functional intellectual property is delivered for services outside of the subscription.

Other revenues consist primarily of performance obligations that are satisfied at a point in time at which control for goods and services is transferred to a customer.

1 unchanged sentence

Transaction Price Allocation to Future Performance Obligations

As of March 31, 2025, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $ 84.7 million and is expected to be recognized as follows:

As of June 30, 2025, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $ 81.9 million and is expected to be recognized as follows:

38 % by December 31, 2025, 41 % by December 31, 2026, and 21 % thereafter.

1 unchanged sentence

Further, the disclosure does not include contracts for which the transaction price is a variable consideration that corresponds directly with the Company’s performance.

Business Acquisitions

The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.

3 unchanged sentences

2025 Acquisitions

The Company completed two immaterial acquisitions during the three months ended March 31, 2025, paying the purchase price in cash in each transaction.

Total consideration for all businesses acquired in 2025 was $ 41.3 million, or $ 40.0 million, net of cash acquired.

Goodwill recognized associated with these acquisitions during the three months ended March 31, 2025 was $ 12.7 million, of which is $ 11.7 million is expected to be deductible for income tax purposes.

Approximately $ 19.1 million of definite-lived intangibles were recorded in connection with the acquisition during the three months ended March 31, 2025, including $ 9.3 million of Customer relationships, net, $ 5.1 million of Trade names and trademarks, net, and $ 4.7 million of Other purchased intangibles, net.

The initial accounting for 2025 acquisitions is incomplete due to the timing of available information and is subject to change.

As of March 31, 2025, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.

The Company completed five immaterial acquisitions during the six months ended June 30, 2025, paying the purchase price in cash in each transaction.

These acquisitions were comprised of four acquisitions that were accounted for as business combinations and one accounted for as an asset acquisition.

Total consideration for these acquisitions was $ 64.0 million, or $ 58.9 million, net of cash acquired.

Goodwill recognized associated with these acquisitions during the six months ended June 30, 2025 was $ 24.4 million, of which is $ 14.8 million is expected to be deductible for income tax purposes.

Approximately $ 30.7 million of definite-lived intangibles were recorded in connection with the acquisitions during the six months ended June 30, 2025, including $ 16.4 million of Customer relationships, net, $ 6.1 million of Trade names and trademarks, net, and $ 8.2 million of Other purchased intangibles, net.

The initial accounting for 2025 business acquisitions is incomplete due to the timing of available information and is subject to change.

As of June 30, 2025, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.

The Condensed Consolidated Statement of Operations reflects the results of operations of the 2025 acquisitions since the date of each respective acquisition.

Net income contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

2024 Acquisitions

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and two other immaterial acquisitions.

All of these acquisitions were accounted for as business combinations.

The acquisition of TDS expanded our ability to offer innovative shopping solutions to our merchant partners and broaden our capabilities to help facilitate commerce between consumers and some of the market’s most highly visible brands.

The acquisition of CNET has allowed us to reach a wider audience that is attractive to advertisers in the technology space.

Total consideration for all business acquired in 2024 was $ 364.9 million, or $ 218.9 million, net of cash acquired.

Total consideration for all businesses acquired in 2024 was $ 365.1 million, or $ 219.2 million, net of cash acquired.

ZIFF DAVIS, INC.

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(1) The fair value of the assets acquired includes accounts receivable of $ 170.7 million (including Settlement receivables, net of $ 166.8 million) related to TDS and $ 16.2 million related to CNET.

(2) During the three months ended March 31, 2025, we recorded a measurement period adjustment of $( 1.2 ) million to Customer relationships, $ 0.7 million to Other purchased intangibles assets, $ 0.6 million to Accounts receivable and other current assets, $ 0.2 million to Accounts payable and other current liabilities, with corresponding adjustments to Goodwill.

(2) During the six months ended June 30, 2025, we recorded a measurement period adjustment of $( 1.2 ) million to Customer relationships, $ 0.7 million to Other purchased intangibles assets, $ 0.6 million to Accounts receivable and other current assets, with corresponding adjustments to Goodwill.

The accompanying Condensed Consolidated Statements of Operations reflects the results of operations of the 2024 acquisitions since the date of each respective acquisition.

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The Company accounted for its investment in Consensus at fair value under the fair value option, and the related fair value gains and losses were recognized in earnings.

For the three months ended March 31, 2024, losses of $ 10.7 million were recorded in the Condensed Consolidated Statement of Operations.

On July 31, 2023, the Company entered into an agreement to purchase $ 25.0 million of equity in Xyla, Inc.

(“Xyla”) for a minority ownership stake.

For the three and six months ended June 30, 2024, gain of $ 3.1 million and losses of $ 7.7 million were recorded in the Condensed Consolidated Statement of Operations.

On July 31, 2023, the Company entered into an agreement to purchase a $ 25.0 million minority equity ownership interest in OpenEvidence (formerly known as Xyla), an artificial intelligence company.

This minority investment was made in the form of cash and shares of the Company’s common stock.

The Company accounts for its investment in Xyla as an equity investment without a readily determinable fair value measured under the measurement alternative in accordance with ASC Topic 321, Investments — Equity Securities .

As of March 31, 2025 and December 31, 2024, the investment in Xyla had a carrying value of $ 25.3 million, including transaction costs, and is included in ‘Long-term investments’ in the Condensed Consolidated Balance Sheets.

The Company accounted for its investment in OpenEvidence as an equity investment without a readily determinable fair value measured under the measurement alternative in accordance with ASC Topic 321, Investments — Equity Securities .

On April 24, 2025, the Company sold its minority interest in OpenEvidence for $ 29.7 million, including $ 25.2 million in cash and 143,161 shares of Common Stock.

As of December 31, 2024, the investment in OpenEvidence had a carrying value of $ 25.3 million, including transaction costs, and was included in ‘Long-term investments’ in the Condensed Consolidated Balance Sheets.

ZIFF DAVIS, INC.

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The investment was initially measured at its transaction price and subsequently remeasured at fair value, with unrealized gains and losses reported as a component of other comprehensive income.

As of March 31, 2025, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $ 18.1 million, with a contractual maturity date that was more than one year but less than five years .

As of June 30, 2025, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $ 18.5 million, with a contractual maturity date that was more than one year but less than five years .

As of December 31, 2024, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $ 17.8 million, with a contractual maturity date that was more than one year but less than five years .

Cumulative gross unrealized gains on investment in corporate debt securities as of March 31, 2025 and December 31, 2024 were approximately $ 3.2 million and $ 2.8 million, respectively.

There were no investments in an unrealized loss position as of March 31, 2025 and December 31, 2024.

During the three months ended March 31, 2025 and 2024, the Company did not recognize any other-than-temporary impairment losses on its debt securities.

Cumulative gross unrealized gains on investment in corporate debt securities as of June 30, 2025 and December 31, 2024 were approximately $ 3.5 million and $ 2.8 million, respectively.

There were no investments in an unrealized loss position as of June 30, 2025 and December 31, 2024.

During the three and six months ended June 30, 2025 and 2024, the Company did not recognize any other-than-temporary impairment losses on its debt securities.

Equity method investment

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If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

During the three months ended March 31, 2025 and 2024, the Company recognized income (loss) from the equity method investment of $ 6.6 million and $( 0.6 ) million, net of tax expense (benefit), respectively.

The income (loss) in the periods presented were primarily the result of gains and losses in the underlying investments.

As of March 31, 2025, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 123.6 million.

During the three months ended June 30, 2025 and 2024, the Company recognized income from the equity method investment of $ 5.1 million and $ 8.8 million, net of taxes, respectively.

During the six months ended June 30, 2025 and 2024, the Company recognized income from the equity method investment, net of taxes of $ 11.7 million and $ 8.2 million, respectively.

The income in the periods presented were primarily the result of gains in the underlying investments.

During the three months ended June 30, 2025, the Company received a distribution from the OCV Fund of $ 9.2 million.

As of June 30, 2025, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 121.3 million.

As of December 31, 2024, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 115.0 million.

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Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of the OCV Fund.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Fair Value Measurements

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§ Level 3 – Unobservable inputs which are supported by little or no market activity.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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During the second quarter of 2024, the Company sold its remaining investments in Consensus common stock (see Note 4 - Investments ).

The Company has an investment in a corporate debt security that does not have a readily determinable fair value because the acquired security is privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment.

The Company has an investment in a corporate debt security that does not have a readily determinable fair value because the acquired security is privately held, not traded on any public exchange and not an investment in a mutual fund or similar investment.

The investment in corporate debt securities is classified as available-for-sale and is initially measured at its transaction price.

The fair value of the corporate debt securities is determined primarily based on estimates and assumptions, including Level 3 inputs.

As of March 31, 2025 and December 31, 2024, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 9 % and 10 %, depending on the probability scenario.

In addition, the determination of fair value included a conversion timeframe of approximately six months to two years , depending on the probability scenario, as of March 31, 2025 and as of December 31, 2024.

As of June 30, 2025 and December 31, 2024, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 9 % and 10 %, depending on the probability scenario.

In addition, the determination of fair value included a conversion timeframe of approximately three months to two years , depending on the probability scenario, as of June 30, 2025 and three months to two years , depending on the probability scenario, as of December 31, 2024.

The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity.

The valuation approaches used to value Level 3 investments considers unobservable inputs in the market such as time to liquidity, volatility, dividend yield, and breakpoints.

The valuation approaches used to value Level 3 investments considers unobservable inputs in the market such as time to liquidity, volatility, risk-free rates, dividend yield, and breakpoints.

The Company also estimates the fair value of certain contingent consideration arrangements based upon its current expectation of achievement of the targets underlying the contingent consideration.

Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.

As of March 31, 2025 and December 31, 2024, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

In connection with certain of the Company’s acquisitions, contingent consideration may be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (“EBITDA”), gross margin, and/or revenue thresholds and had a combined fair value of $ 6.4 million and $ 2.8 million as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the possible payments under these arrangements ranged from zero to a maximum total of $ 8.4 million.

As of December 31, 2024, the possible payments under these arrangements ranged from zero to a maximum total of $ 2.8 million.

As of December 31, 2024, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.

The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):

March 31, 2025 Level 1 Level 2 Level 3 Fair Value Carrying Value

June 30, 2025 Level 1 Level 2 Level 3 Fair Value Carrying Value

Cash equivalents:

5 unchanged sentences

Total liabilities measured at fair value $ — $ — $ 6,381 $ 6,381 $ 6,381

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

December 31, 2024 Level 1 Level 2 Level 3 Fair Value Carrying Value

7 unchanged sentences

At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred.

For the three months ended March 31, 2025 and 2024, there were no transfers that occurred between levels.

For the three and six months ended June 30, 2025 and 2024, there were no transfers that occurred between levels.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands):

Three months ended March 31,

Six months ended June 30,

Contingent Consideration Arrangements Corporate Debt Securities Contingent Consideration Arrangements Corporate Debt Securities

Balance as of January 1 $ 2,834 $ 17,788 $ 2,834 $ 15,699

Fair value at date of acquisition 5,865 — — —

Fair value adjustments (1)

( 2,318 ) 746 — 360

Balance as of March 31 $ 1,031 $ 18,156 $ 2,834 $ 15,617

(1) The fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ in the Condensed Consolidated Statements of Operations during the three months ended March 31, 2025.

The fair value adjustments to the corporate debt securities in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Condensed Consolidated Statements of Comprehensive Income (Loss) during the three months ended March 31, 2025 and 2024.

Balance as of June 30 $ 6,381 $ 18,534 $ 2,834 $ 16,059

Nonrecurring Fair Value Measurements

5 unchanged sentences

If such information is not available for the 1.75 % Convertible Notes and 3.625 % Convertible Notes, the fair value is determined using cash flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

5 unchanged sentences

$ 263,147 $ 247,221 $ 258,885 $ 259,200

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Goodwill and Intangible Assets

The changes in carrying amounts of goodwill for the three months ended March 31, 2025 are as follows (in thousands):

The changes in carrying amounts of goodwill for the six months ended June 30, 2025 are as follows (in thousands):

Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Consolidated

6 unchanged sentences

Foreign exchange translation 2 775 1,289 2,783 9,961 14,810

Balance as of March 31, 2025 $ 321,807 $ 80,352 $ 404,416 $ 258,433 $ 533,597 $ 1,598,605

Balance as of June 30, 2025 $ 321,931 $ 80,867 $ 405,038 $ 259,725 $ 551,921 $ 1,619,482

(1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 3 — Business Acquisitions ).

Goodwill as of each of March 31, 2025 and December 31, 2024 reflects accumulated impairment losses of $ 169.5 million in the Technology & Shopping reportable segment.

Goodwill as of each of June 30, 2025 and December 31, 2024 reflects accumulated impairment losses of $ 169.5 million in the Technology & Shopping reportable segment.

Intangible Assets Subject to Amortization

As of March 31, 2025, intangible assets subject to amortization relate primarily to the following (in thousands):

As of June 30, 2025, intangible assets subject to amortization relate primarily to the following (in thousands):

Cost Accumulated

13 unchanged sentences

Total $ 1,632,831 $ 1,207,082 $ 425,749

Amortization expense, included in ‘Depreciation and amortization’ in our Condensed Consolidated Statements of Operations, was approximately $ 30.6 million and $ 27.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 59.4 million and $ 54.1 million for the six months ended June 30, 2025 and 2024, respectively.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Amortization expense, included in ‘Depreciation and amortization’ in our Condensed Consolidated Statements of Operations, was approximately $ 28.8 million and $ 26.3 million for the three months ended March 31, 2025 and 2024, respectively.

Long-term debt consists of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

4.625 % Senior Notes

10 unchanged sentences

Total long-term debt $ 865,380 $ 864,282

(1) Includes $ 0.7 million and $ 0.7 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of March 31, 2025 and December 31, 2024, respectively, $ 0.8 million and $ 0.9 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of March 31, 2025 and December 31, 2024, respectively, and $ 0.7 million and $ 0.7 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the $ 149.1 million of principal of the 1.75 % Convertible Notes will mature in 2026, $ 263.1 million of principal of the 3.625 % Convertible Notes will mature in 2028, and $ 460.0 million of principal of the 4.625 % Senior Notes will mature in 2030.

(1) Includes $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of June 30, 2025 and December 31, 2024, respectively, $ 0.7 million and $ 0.9 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of June 30, 2025 and December 31, 2024, respectively, and $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the $ 149.1 million of principal of the 1.75 % Convertible Notes will mature in 2026, $ 263.1 million of principal of the 3.625 % Convertible Notes will mature in 2028, and $ 460.0 million of principal of the 4.625 % Senior Notes will mature in 2030.

4.625 % Senior Notes

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These covenants contain certain exceptions.

Restricted payments are applicable only

Restricted payments are applicable only if the Company and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0.

In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $ 250 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available.

The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of June 30, 2025.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

if the Company and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0.

The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of March 31, 2025.

Cumulatively as of March 31, 2025, the Company repurchased approximately $ 290 million in aggregate principal of its 4.625 % Senior Notes.

There were no repurchases of 4.625 % Senior Notes during the three months ended March 31, 2025 and March 31, 2024.

Cumulatively as of June 30, 2025, the Company has repurchased approximately $ 290 million in aggregate principal of its 4.625 % Senior Notes.

There were no repurchases of 4.625 % Senior Notes during the three and six months ended June 30, 2025 and June 30, 2024.

1.75 % Convertible Notes

6 unchanged sentences

On July 16, 2024, the Company exchanged approximately $ 400.9 million in aggregate principal amount of its 1.75 % Convertible Notes as part of the Exchange Transaction, as defined below.

As of March 31, 2025, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

As of June 30, 2025, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

Holders may surrender their 1.75 % Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances:

6 unchanged sentences

Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions.

As of March 31, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of March 31, 2025, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes (or 1,398,391 shares), which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

As of June 30, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of June 30, 2025, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes (or 1,398,391 shares), which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 1.75 % Convertible Notes, but will not be adjusted for accrued interest.

4 unchanged sentences

(ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated;

(iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such

(iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;

and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

indebtedness;

and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.

The following table provides the components of interest expense related to the 1.75 % Convertible Notes (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Contractual interest expense $ 652 $ 2,406 $ 1,305 $ 4,812

Amortization of discount and deferred issuance costs

124 473 248 943

Total interest expense related to 1.75 % Convertible Notes

15 unchanged sentences

As of March 31, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 3.625 % Convertible Notes and, accordingly, the 3.625 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of March 31, 2025, the conversion rate of the 3.625 % Convertible Notes is 10 shares per $1,000 principal amount of the 3.625 % Convertible Notes (or 2,631,470 shares), which represents an initial conversion price of $ 100 per share.

As of June 30, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 3.625 % Convertible Notes and, accordingly, the 3.625 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of June 30, 2025, the conversion rate of the 3.625 % Convertible Notes is 10 shares per $1,000 principal amount of the 3.625 % Convertible Notes (or 2,631,470 shares), which represents an initial conversion price of $ 100 per share.

The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the indenture governing the 3.625 % Convertible Notes, but will not be adjusted for accrued and unpaid interest.

In addition, upon the occurrence of a “Make-Whole Fundamental Change”, as defined in the 3.625 % Convertible Note Indenture, the Company will in certain

In addition, upon the occurrence of a “Make-Whole Fundamental Change”, as defined in the 3.625 % Convertible Note Indenture, the Company will in certain circumstances increase the conversion rate for a holder that elects to convert its 3.625 % Convertible Notes in connection with such a corporate event.

The Company may not redeem the 3.625 % Convertible Notes prior to the maturity date, and no sinking fund is provided for the 3.625 % Convertible Notes.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

circumstances increase the conversion rate for a holder that elects to convert its 3.625 % Convertible Notes in connection with such a corporate event.

The Company may not redeem the 3.625 % Convertible Notes prior to the maturity date, and no sinking fund is provided for the 3.625 % Convertible Notes.

The 3.625 % Convertible Notes are the Company’s general senior unsecured obligations and rank:

4 unchanged sentences

The following table provides the components of interest expense related to the 3.625 % Convertible Notes (in thousands):

Three months ended

March 31, 2025

Three months ended Six months ended

June 30, 2025

Coupon interest expense $ 2,385 $ 4,770

1 unchanged sentence

Total interest expense related to 3.625 % Convertible Notes

$ 2,704 $ 5,406

Credit Agreement

11 unchanged sentences

The Credit Agreement also sets forth customary events of default, including, among other things, the failure to make timely payments under the Credit Facility, the failure to satisfy certain covenants, cross-default and cross-acceleration to other material debt for borrowed money, the occurrence of a change of control, and specified events of bankruptcy and insolvency.

The Company is in compliance with its debt covenants for the Credit Agreement as of March 31, 2025.

The Company is in compliance with its debt covenants for the Credit Agreement as of June 30, 2025.

As of each June 30, 2025 and December 31, 2024, availability under the Credit Agreement was $ 348.9 million, net of letters of credit.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of each March 31, 2025 and December 31, 2024, availability under the Credit Agreement was $ 348.9 million, net of letters of credit.

Commitments and Contingencies

15 unchanged sentences

The Company recognizes a liability for these matters when it is probable that an obligation exists and the amount can be reasonably estimated based on all relevant information that is available at each reporting period.

The Company established reserves for these matters of $ 23.5 million and $ 25.2 million as of March 31, 2025 and December 31, 2024, respectively, which are included in ‘Accounts payable and accrued expenses’ and ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results, however, as of March 31, 2025 any potential range of loss was not estimable.

The Company established reserves for these matters of $ 24.4 million and $ 25.2 million as of June 30, 2025 and December 31, 2024, respectively, which are included in ‘Accounts payable and accrued expenses’ and ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results, however, as of June 30, 2025 any potential range of loss was not estimable.

The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts.

Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment.

The Company’s effective tax rate was 32.8 % and 42.2 % for the three months ended March 31, 2025 and 2024, respectively.

The Company’s effective tax rate for the three months ended March 31, 2025 was impacted by a discrete tax expense of $ 1.8 million related to the vesting of share-based compensation resulting in a tax shortfall.

The Company’s effective tax rate for the three months ended March 31, 2024 was impacted disproportionately by the recognition of a valuation allowance against a portion of its U.S.

capital loss carryforwards, which resulted in a discrete tax charge of $ 3.2 million.

The Company’s effective tax rate was 16.8 % and 19.9 % for the three months ended June 30, 2025 and 2024, respectively, and 24.9 % and 27.9 % for the six months ended June 30, 2025 and 2024, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2025 was impacted by the change to its valuation allowance related to U.S.

capital loss carryforwards.

During the three months ended June 30, 2025, the Company reversed a portion of its valuation allowance against its U.S.

capital loss carryforwards which resulted in a discrete tax benefit of $ 3.2 million.

The decrease in the effective tax rate was partially offset by a discrete tax expense of $ 2.0 million for the six months ended June 30, 2025 related to the vesting of share based compensation resulting in a tax shortfall.

The Company’s effective tax rate for the three and six months ended June 30, 2024 was impacted disproportionately by the recognition and subsequent changes to a valuation allowance against a portion of its U.

capital loss carryforwards.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of March 31, 2025 and December 31, 2024, the Company had $ 30.8 million and $ 30.3 million, respectively, in liabilities for uncertain income tax positions on the Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2024, the Company reversed a portion of its valuation allowance which resulted in a discrete tax benefit of $ 0.8 million.

During the six months ended June 30, 2024, the Company recognized a net valuation allowance against its U.S.

capital loss carryforwards which resulted in a discrete tax expense of $ 2.5 million.

As of June 30, 2025 and December 31, 2024, the Company had $ 31.3 million and $ 30.3 million, respectively, in liabilities for uncertain income tax positions on the Condensed Consolidated Balance Sheets.

Accrued interest and penalties related to unrecognized tax benefits associated with uncertain tax positions are recognized in income tax expense in our Condensed Consolidated Statements of Operations.

Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Condensed Consolidated Balance Sheets.

The Company’s prepaid taxes were $ 3.4 million and $ 6.4 million as of March 31, 2025 and December 31, 2024, respectively.

The Company’s prepaid taxes were $ 9.9 million and $ 6.4 million as of June 30, 2025 and December 31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions.

Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S.

based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024.

The Company currently does not expect the OBBBA to have a material impact to our effective tax rate but expect these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material.

The Company will continue to assess the implications of the OBBBA and will provide further disclosures in subsequent reporting periods as necessary.

Stockholders’ Equity

3 unchanged sentences

As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock authorized for repurchase under the 2020 Program increased to up to 15 million shares of the Company’s common stock.

During the three months ended March 31, 2025 and 2024, the Company repurchased 750,000 and zero shares, respectively, under the 2020 Program at an aggregate cost of approximately $ 30.9 million and zero , respectively (including excise tax).

Cumulatively as of March 31, 2025, 9,508,692 shares were repurchased under the 2020 Program, at an aggregate cost of $ 614.5 million including excise tax.

As a result of the repurchases, the number of shares of the Company’s common stock available for repurchase as of March 31, 2025 was 5,491,308 shares.

Periodically, participants in the Company’s stock plans surrender to the Company shares of stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock.

During the three months ended March 31, 2025 and 2024, the Company purchased and retired 103,228 and 58,237 shares, respectively, at an aggregate cost of approximately $ 4.3 million and $ 3.9 million, respectively, from plan participants for this purpose.

During the three and six months ended June 30, 2025, the Company repurchased 1,084,846 and 1,834,846 shares, respectively, under the 2020 Program at an aggregate cost of approximately $ 35.2 million and $ 66.1 million , respectively (including excise tax).

During the three and six months ended June 30, 2024, the Company repurchased 1,500,000 shares under the 2020 Program at an aggregate cost of approximately $ 84.9 million, including excise tax.

Cumulatively as of June 30, 2025, 10,593,538 shares were repurchased under the 2020 Program, at an aggregate cost of $ 649.7 million, including excise tax.

As a result of the repurchases, the number of shares of the Company’s common stock available for repurchase as of June 30, 2025 was 4,406,462 shares.

On April 24, 2025, the Company repurchased 143,161 shares of its Common Stock at an aggregate value of approximately $ 4.4 million in connection with the sale of its minority equity ownership interest in OpenEvidence.

The repurchase transaction had a non-cash nature and involved our Common Stock that was issued in 2023 as partial consideration for the acquisition of a minority equity ownership interest in OpenEvidence.

Refer to Note 4 - Investments and Note 14 - Supplemental Cash Flow Information for further information.

During the three months ended June 30, 2025 and 2024, the Company purchased and retired 3,655 and 1,353 shares, respectively, at an aggregate cost of approximately $ 0.1 million and $ 0.1 million, respectively, from plan participants for this purpose.

During the six months ended June 30, 2025 and 2024, the Company purchased and retired 106,883 and 59,590 shares, respectively, at an aggregate cost of approximately $ 4.4 million and $ 4.0 million, respectively, from plan participants for this purpose.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Share-Based Compensation

1 unchanged sentence

2024 Equity Incentive Plan (the “2024 Plan”), the 2015 Stock Option Plan (the “2015 Plan”), and 2001 Employee Stock Purchase Plan (the “Purchase Plan”).

Each plan is described below.

Collectively, the 2015 Plan and 2024 Plan are referred to herein as “Plans.” As of March 31, 2025, 435,135 shares underlying options and 2,143,996 shares of restricted stock units were outstanding under the Plans.

As of March 31, 2025, there were 1,946,971 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2024 Plan.

Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of June 30, 2025, 435,135 shares underlying options and 2,167,387 restricted stock units were outstanding under the Plans.

As of June 30, 2025, there were 1,903,576 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2024 Plan.

Share-Based Compensation Expense

The following table presents the effects of share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

$ 68 $ 62 $ 131 $ 123

Sales and marketing 1,349 1,093 2,335 1,851

1 unchanged sentence

General, administrative, and other related costs

9,373 9,374 17,286 16,337

Total share-based compensation expense $ 11,727 $ 11,600 $ 21,479 $ 20,472

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Restricted Stock and Restricted Stock Units

2 unchanged sentences

Vesting periods are approximately one year for awards to members of the Company’s Board, generally three or four years for senior staff (excluding market-based awards discussed below) and three to eight years for the Chief Executive Officer.

The Company granted 641,935 and 347,275 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the three months ended March 31, 2025 and 2024, respectively.

The Company granted 730,803 and 390,284 restricted stock units (excluding awards with market conditions below) (“RSUs”) during the six months ended June 30, 2025 and 2024, respectively.

The Company has awarded certain key employees equity classified market-based restricted stock (“PSAs”) and equity classified market-based restricted stock units (“PSUs”) pursuant to the Plans.

PSAs and PSUs granted prior to 2024 have vesting conditions that are based on specific stock price targets of the Company’s common stock.

PSUs granted in 2024 and 2025 vest in shares of the Company’s stock ranging from 0 % to 200 % of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in the market index over the respective performance periods.

PSUs granted in 2024 and 2025 vest in shares of the Company’s stock ranging from 0 % to 200 % of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in a market index over the respective performance periods.

Performance periods for the PSUs granted in 2025 are two and three years .

In each of 2024 and 2025, market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in a market index achieving the relative TSR targets.

Share-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.

The per share weighted average grant-date fair value of PSUs granted during the three months ended March 31, 2025 and 2024 was $ 38.80 and $ 87.17 , respectively.

The per share weighted average grant-date fair value of PSUs granted during the six months ended June 30, 2025 and 2024 was $ 38.80 and $ 87.17 , respectively.

The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:

Three months ended March 31,

Six months ended June 30,

Underlying stock price at valuation date $ 38.19 $ 66.88

1 unchanged sentence

Risk-free interest rate 3.9 % 4.3 %

Restricted stock award (“RSA”) and PSA activity for the three months ended March 31, 2025 is set forth below:

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Restricted stock award (“RSA”) and PSA activity for the six months ended June 30, 2025 is set forth below:

Weighted Average

3 unchanged sentences

Vested ( 27,197 ) $ 68.97 — $ —

Nonvested at March 31, 2025

Nonvested at June 30, 2025

27,632 $ 68.97 163,181 $ 36.27

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Restricted stock unit (“RSU”) and PSU activity for the three months ended March 31, 2025 is set forth below:

Restricted stock unit (“RSU”) and PSU activity for the six months ended June 30, 2025 is set forth below:

Weighted Average Grant Date Fair Value

5 unchanged sentences

( 23,560 ) $ 60.89 ( 41,093 ) $ 65.51

Outstanding at March 31, 2025 1,071,399 $ 52.53 1,072,597 $ 58.19

Outstanding at June 30, 2025

1,112,295 $ 50.73 1,055,092 $ 58.12

(1) Represents the number of shares at 100% achievement.

As of March 31, 2025, the Company had unrecognized share-based compensation cost of approximately $ 88.3 million associated with these RSAs, PSAs, RSUs, and PSUs.

This cost is expected to be recognized over a weighted-average period of 0.8 years for RSAs and PSAs and 2.4 years for RSUs and PSUs.

As of June 30, 2025, share-based compensation cost of $ 1.0 million is expected to be recognized over a weighted-average period of 0.6 years for RSAs, $ 46.9 million of share-based compensation cost is expected to be recognized over a weighted-average period of 2.1 years for RSUs, and $ 30.3 million of share-based compensation cost is expected to be recognized over a weighted-average period of 2.2 years for PSUs.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Earnings Per Share

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

Three months ended March 31,

Three months ended June 30,

Basic Diluted Basic Diluted

3 unchanged sentences

Convertible Notes interest expense (after-tax)

— 583 — 2,159

Net income available to the Company’s common shareholders

8 unchanged sentences

$ 0.63 $ 0.62 $ 0.81 $ 0.77

For the three months ended March 31, 2025 and 2024, there were 390,266 and 846,160 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the average stock price during the 2025 and 2024 periods.

For the three months ended March 31, 2025 and 2024, 2,631,470 and 5,158,071 shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation of convertible debt instruments.

Six months ended June 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net loss per common share:

$ 50,582 $ 50,582 $ 47,537 $ 47,537

Net loss available to participating

Convertible Notes interest expense (after-tax)

— 1,164 — 4,317

Net income available to the Company’s common shareholders

$ 50,582 $ 51,746 $ 47,537 $ 51,854

Basic weighted-average outstanding shares of common stock 42,143,165 42,143,165 45,676,726 45,676,726

Dilutive effect of:

Equity incentive plans

— 113,951 — 54,782

Convertible debt — 1,398,391 — 5,158,071

Diluted weighted-average outstanding shares of common stock 42,143,165 43,655,507 45,676,726 50,889,579

Net income per share

$ 1.20 $ 1.19 $ 1.04 $ 1.02

For the three months ended June 30, 2025 and 2024, there were 1,484,631 and 1,322,295 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the average stock price during the 2025 and 2024 periods.

For the six months ended June 30, 2025 and 2024, there were 851,748 and 1,136,167 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the average stock price during the 2025 and 2024 periods.

For the three months ended June 30, 2025 and 2024, 2,631,470 and zero shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

dilutive under the if-converted method for the diluted net income per share calculation.

For the six months ended June 30, 2025 and 2024, 2,631,470 and zero shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation.

Segment Information

7 unchanged sentences

Information on reportable segments revenues is as follows (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Revenue by reportable segment:

16 unchanged sentences

Significant reportable segment expenses are set forth in the tables below (in thousands):

Three months ended March 31, 2025

Three months ended June 30, 2025

Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Total operating costs and expenses

9 unchanged sentences

Total operating costs and expenses $ 318,726

Three months ended March 31, 2024

Three months ended June 30, 2024

Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Total operating costs and expenses

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Six months ended June 30, 2025

Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Total operating costs and expenses

Salaries, benefits, and other employee expenses $ 69,576 $ 21,974 $ 55,949 $ 28,306 $ 34,748 $ 210,553

Cloud computing, software, and other related expenses 13,596 3,968 8,340 8,423 20,206 54,533

Advertising and marketing related expenses 24,753 7,309 19,909 2,284 9,392 63,647

Partner payments 1,512 14,065 21,884 458 11,507 49,426

Professional and other third-party services 11,897 2,818 5,294 9,363 9,230 38,602

Depreciation and amortization 45,454 5,672 27,299 14,652 20,208 113,285

Other 7,585 (1) 8,417 (2) 13,583 (3) 11,424 (4) 6,814 (5) 47,823

Total segment operating costs and expenses 174,373 64,223 152,258 74,910 112,105 577,869

Corporate (6)

Total operating costs and expenses $ 612,232

Six months ended June 30, 2024

Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Total operating costs and expenses

Salaries, benefits, and other employee expenses $ 61,625 $ 21,820 $ 56,983 $ 26,303 $ 38,010 $ 204,741

Cloud computing, software, and other related expenses 14,196 2,408 6,995 7,297 20,026 50,922

Advertising and marketing related expenses 22,031 6,809 19,098 2,151 10,850 60,939

Partner payments 3,972 13,547 16,329 444 10,062 44,354

Professional and other third-party services 8,230 2,889 4,477 6,314 9,171 31,081

Depreciation and amortization 37,778 5,233 26,412 14,617 16,542 100,582

Other 8,703 (1) 8,202 (2) 13,771 (3) 5,243 (4) 8,799 (5) 44,718

Total segment operating costs and expenses 156,535 60,908 144,065 62,369 113,460 537,337

Corporate (6)

Total operating costs and expenses $ 570,855

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

(1) Other Technology & Shopping operating costs and expenses consist primarily of credit card processing fees, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, contingent consideration changes, and certain allocated overhead expenses.

5 unchanged sentences

Information on (loss) income from operations is set forth in the table below (in thousands).

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

(Loss) income from operations by reportable segment:

12 unchanged sentences

Information on capital expenditures is set forth in the table below (in thousands).

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Capital expenditures:

12 unchanged sentences

Non-cash investing and financing activities were as follows (in thousands):

Three months ended March 31,

Six months ended June 30,

Non-cash investing activity:

Sale of equity investments for common stock (1)

Non-cash financing activity:

Excise tax on share repurchases

(1) Represents 143,161 shares received in connection with the sale of our minority equity ownership interest in OpenEvidence during the three months ended June 30, 2025.

Supplemental data (in thousands):

Three months ended March 31,

Six months ended June 30,

Interest paid $ 17,905 $ 15,451

1 unchanged sentence

Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive income (loss) income, net of tax, for the three months ended March 31, 2025 (in thousands):

The following table summarizes the changes in accumulated other comprehensive income (loss) income, net of tax, for the three months ended June 30, 2025 (in thousands):

Unrealized Gains on Investments

Foreign Currency Translation Total

Balance as of April 1, 2025 $ 2,392 $ ( 73,172 ) $ ( 70,780 )

Other comprehensive income, net of tax

279 18,782 19,061

Balance as of June 30, 2025

$ 2,671 $ ( 54,390 ) $ ( 51,719 )

The following table summarizes the changes in accumulated other comprehensive income (loss) income, net of tax, for the six months ended June 30, 2025 (in thousands):

Unrealized Gains on Investments

Foreign Currency Translation Total

Balance as of January 1, 2025

2 unchanged sentences

559 30,193 30,752

Balance as of March 31, 2025

Balance as of June 30, 2025

$ 2,671 $ ( 54,390 ) $ ( 51,719 )

There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024, respectively.

Subsequent Events

On July 31, 2023, the Company entered into an agreement to purchase $ 25.0 million of equity of OpenEvidence (formerly known as Xyla), an artificial intelligence company, for a minority ownership stake.

This minority investment was made in the form of cash and 186,102 shares of the Company’s common stock.

On April 24, 2025, we sold our minority interest in OpenEvidence for approximately $ 30 million in a combination of cash and the majority of the shares of our Common Stock that were issued in the initial transaction.

There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024, respectively.

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-Q

Item 1. Financial Statements