ZIFF DAVIS, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities On August 6, 2020, the Board approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”). On August 2, 2024, the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029. As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to ten million shares to up to 15 million shares of the Company’s common stock. In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program. See Note 10 — Stockholders’ Equity in Item 1 of Part I of this Quarterly Report on Form 10-Q. Cumulatively as of June 30, 2025, 10,593,538 shares have been repurchased under the 2020 Program, at an aggregate cost of $649.7 million (including excise tax). As a result of the Company’s share repurchases, as of June 30, 2025, the number of shares of the Company’s common stock available for purchase under the 2020 Program was 4,406,462 shares. The following table details the repurchases that were made under the 2020 Program and those made outside the 2020 Program, on a trade date basis, during the three months ended June 30, 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (3) April 1, 2025 - April 30, 2025 143,161 $ 31.07 — 5,491,308 May 1, 2025 - May 31, 2025 384,544 $ 32.08 384,544 5,106,764 June 1, 2025 - June 30, 2025 700,302 $ 32.18 700,302 4,406,462 Total 1,228,007 1,084,846 4,406,462 (1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with the vesting of restricted stock awards issued to employees. Also includes shares received in connection with the sale of the Company’s minority equity ownership interest in OpenEvidence. See Note 4 - Investments in Item 1 of Part 1 of this Quarterly report on Form 10-Q. (2) Excludes the impact of excise taxes. (3) As of the last day of the applicable month. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures -52- Not Applicable.