What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 313 added, 228 removed, 812 unchanged (40% of the section changed)

4 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 503,368 $ 505,880

34 unchanged sentences

Authorized 95,000,000 ;

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

total issued and outstanding 39,993,208 and 42,848,339 shares at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 482,667 491,891

8 unchanged sentences

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

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Depreciation and amortization 57,319 51,351 170,757 151,945

Goodwill impairment 17,579 85,273 17,579 85,273

Total operating costs and expenses 335,283 382,884 947,515 953,739

Income from operations 33,483 28,569 68,613 64,430

Income (loss) from operations 28,428 ( 29,304 ) 97,041 35,126

Interest expense, net ( 6,496 ) ( 4,024 ) ( 19,150 ) ( 7,597 )

1 unchanged sentence

Gain (loss) on investments, net 678 — 5,018 ( 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

Provision for credit losses on investments

( 17,566 ) — ( 17,566 ) —

Other income (loss), net 4,098 ( 2,633 ) ( 4,491 ) 2,530

Income (loss) before income tax expense and income (loss) from equity method investment 9,142 ( 35,961 ) 60,852 18,625

Income tax expense ( 12,778 ) ( 12,539 ) ( 25,651 ) ( 27,760 )

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

Net income per common share:

Income (loss) from equity method investment, net of tax 38 ( 77 ) 11,783 8,095

Net (loss) income $ ( 3,598 ) $ ( 48,577 ) $ 46,984 $ ( 1,040 )

Net (loss) income per common share:

Basic $ ( 0.09 ) $ ( 1.11 ) $ 1.13 $ ( 0.02 )

8 unchanged sentences

(Unaudited, in thousands)

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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

Other comprehensive income (loss), net of tax:

Net (loss) income $ ( 3,598 ) $ ( 48,577 ) $ 46,984 $ ( 1,040 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 4,405 ) 14,514 25,788 7,521

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

Change in fair value on available-for-sale investments, net of tax benefit of $ 884 and tax expense of $( 118 ) for the three months ended September 30, 2025 and 2024, respectively, and tax benefit of $ 697 and tax expense of $( 200 ) for the nine months ended September 30, 2025 and 2024, respectively

( 2,650 ) 352 ( 2,091 ) 630

Other comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax

( 7,055 ) 14,866 23,697 8,151

Comprehensive income

Comprehensive (loss) income

$ ( 10,653 ) $ ( 33,711 ) $ 70,681 $ 7,111

4 unchanged sentences

(Unaudited, in thousands)

Six months ended June 30,

Nine months ended September 30,

Cash flows from operating activities:

Net income $ 50,582 $ 47,537

Net income (loss) $ 46,984 $ ( 1,040 )

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Provision for credit losses on accounts receivable 2,493 2,289

Provision for credit losses on investments 17,566 —

Deferred income taxes, net 1,167 ( 14,575 )

Loss on sale of businesses

Goodwill impairment

17,579 85,273

Changes in fair value of contingent consideration ( 2,834 ) —

17 unchanged sentences

Distribution from equity method investment 10,756 —

Proceeds from sale of equity method investment 860 —

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

3 unchanged sentences

Cash flows from financing activities:

Payment of debt — ( 134,989 )

Repurchase of common stock ( 113,221 ) ( 183,981 )

12 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three months ended June 30, 2025

Three months ended September 30, 2025

Common stock Additional paid-in

2 unchanged sentences

Shares Amount capital earnings comprehensive loss

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

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

— — — ( 3,598 ) — ( 3,598 )

Other comprehensive income, net of tax expense of $ 99

Other comprehensive loss, net of tax benefit of $ 884

— — — — ( 7,055 ) ( 7,055 )

Issuance of restricted stock, net 1,710 ( 62 ) 33 — ( 29 )

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

Repurchase and retirement of common stock

2 unchanged sentences

Other, net — — ( 6 ) ( 291 ) — ( 297 )

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

Balance, September 30, 2025 39,993,208 $ 400 $ 482,667 $ 1,374,616 $ ( 58,774 ) $ 1,798,909

Three months ended September 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

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

Net loss — — — ( 48,577 ) — ( 48,577 )

Other comprehensive income, net of tax expense of $( 118 )

— — — — 14,866 14,866

3 unchanged sentences

Share-based compensation — — 10,161 — — 10,161

Increase in fair value of conversion feature on 3.625 % Convertible Notes, net of tax effect of $ 1,000

— — 3,001 — — 3,001

Other, net — — 325 ( 321 ) — 4

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

Six months ended June 30, 2025

Balance, September 30, 2024 42,740,848 $ 427 $ 480,271 $ 1,335,083 $ ( 63,469 ) $ 1,752,312

ZIFF DAVIS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)

Nine months ended September 30, 2025

Common stock Additional paid-in

4 unchanged sentences

Net income — — — 46,984 — 46,984

Other comprehensive income, net of tax expense of $ 187

Other comprehensive income, net of tax benefit of $ 697

— — — — 23,697 23,697

5 unchanged sentences

Other, net — — 3 ( 92 ) — ( 89 )

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

Balance, September 30, 2025 39,993,208 $ 400 $ 482,667 $ 1,374,616 $ ( 58,774 ) $ 1,798,909

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

Nine months ended September 30, 2024

Common stock Additional paid-in

3 unchanged sentences

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

Net loss — — — ( 1,040 ) — ( 1,040 )

Other comprehensive income, net of tax expense of $( 200 )

— — — — 8,151 8,151

3 unchanged sentences

Share-based compensation — — 30,633 — — 30,633

Increase in fair value of conversion feature on 3.625 % Convertible Notes, net of tax effect of $ 1,000

— — 3,001 — — 3,001

Other, net — — 335 ( 513 ) — ( 178 )

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

Balance, September 30, 2024 42,740,848 $ 427 $ 480,271 $ 1,335,083 $ ( 63,469 ) $ 1,752,312

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 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.

For the three and nine months ended September 30, 2024, the Company reclassified depreciation of $ 2.1 million and $ 5.8 million, respectively, and amortization of $ 49.3 million and $ 146.1 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 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.

For the nine months ended September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Settlement receivables, net $ 183,277 $ 296,553

8 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts payable $ 147,671 $ 164,352

6 unchanged sentences

Recently issued applicable accounting pronouncements not yet adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This update eliminates accounting considerations for software project development stages and replaces it with the requirement to commence software capitalization when (1) management has authorized and committed to funding the project and (2) it is probable that the project will be completed and will be used to perform its intended function.

This update further provides the guidance about “probable-to-complete” recognition threshold.

Specifically, such threshold is not considered being met when there is a significant uncertainty associated with the development activities of the software, This update is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the effect of adoption of this update on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides all entities with the practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606, Revenues from Contracts with Customers (“ASC 606”).

This update permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This update is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted for financial statements that have not been issued or made available for issuance.

The Company is currently evaluating the effect of adoption of this update on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosure (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses for public business entities.

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Such revenues are generally recognized over the period in which the products or services are delivered.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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”).

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 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;

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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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

• 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.

3 unchanged sentences

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.

Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenues, game publishing revenues, and revenues from a customer acquisition platform for subscription services companies.

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.

8 unchanged sentences

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

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

Three months ended September 30, Nine months ended September 30,

Technology & Shopping

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Total Cybersecurity & Martech revenues $ 71,459 $ 70,026 $ 207,122 $ 214,461

Corporate $ — $ — $ — $ —

Total Revenues $ 363,711 $ 353,580 $ 1,044,556 $ 988,865

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

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.

The Company recorded $ 35.0 million and $ 33.9 million of revenues for the three months ended September 30, 2025 and 2024, respectively, and $ 173.9 million and $ 166.3 million of revenues for the nine months ended September 30, 2025 and 2024, respectively, which was previously included in the deferred revenues balance as of the beginning of each respective year.

Performance Obligations

2 unchanged sentences

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

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.

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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Transaction Price Allocation to Future Performance Obligations

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:

As of September 30, 2025, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $ 77.5 million and is expected to be recognized as follows:

22 % by December 31, 2025, 49 % by December 31, 2026, and 29 % thereafter.

6 unchanged sentences

2025 Acquisitions

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.

The Company completed seven immaterial acquisitions during the nine months ended September 30, 2025, paying the purchase price in cash for each transaction.

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

Total consideration for these acquisitions was $ 81.6 million, or $ 76.4 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.

Goodwill recognized for these acquisitions during the nine months ended September 30, 2025 was $ 30.3 million, of which $ 21.0 million is expected to be deductible for income tax purposes.

Approximately $ 40.2 million of definite-lived intangibles were recorded in connection with the acquisitions during the nine months ended September 30, 2025, including $ 25.1 million of Customer relationships, net, $ 7.0 million of Trade names and trademarks, net, and $ 8.1 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.

As of September 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.

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Assets and Liabilities

$ 142,957 $ —

Cash $ 142,957 $ —

Accounts receivable and other current assets (1)

2 unchanged sentences

81,248 36,316

81,248 36,479

Deferred tax asset, noncurrent — 11,412

Other assets 203 1,480

Accounts payable and other current liabilities ( 290,161 ) ( 11,827 )

( 290,161 ) ( 11,827 )

Deferred tax liability, noncurrent ( 25,442 ) ( 169 )

Other noncurrent liabilities ( 847 ) ( 700 )

$ 187,588 $ 154,248

Total $ 187,588 $ 154,248

(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 $ 16.5 million related to CNET.

(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.

(2) During the nine months ended September 30, 2025, we recorded a measurement period adjustment of $( 1.2 ) million to Customer relationships, $ 0.7 million to Other purchased intangibles assets, $ 0.9 million to Accounts receivable and other current assets, $ 0.8 million to Other assets, $( 0.7 ) million to Other noncurrent liabilities, and $( 0.2 ) million to Deferred tax liability, noncurrent with corresponding adjustments to Goodwill.

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

Investments consist of equity and debt securities.

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(“Consensus”).

During the second quarter of 2024, the Company sold its remaining 1,034,295 shares of Consensus in the open market.

As of December 31, 2024, the Company did not hold any shares of the common stock of Consensus.

During the second quarter of 2024, the Company sold its remaining 1,034,295 shares of Consensus common stock in the open market.

As of December 31, 2024, the Company did not hold any shares of t common stock of Consensus.

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 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.

For the three and nine months ended September 30, 2024, loss of zero million and $ 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.

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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.

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 the Company’s common stock, all of which had been issued in the purchase of the minority interest in OpenEvidence.

Investment in a corporate debt security

On April 12, 2022, the Company entered into an agreement with an entity to acquire 4 % convertible notes with an aggregate value of $ 15.0 million.

On May 19, 2023, the Company entered into the Note Amendment Agreement (the “Amendment”) with respect to the same entity.

The Amendment increased the interest rate on the convertible notes to 6 %, extended the maturity date, and subordinated all existing and future obligations, liabilities, and indebtedness of the entity to the

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Investment in corporate debt security

On April 12, 2022, the Company entered into an agreement with an entity to acquire 4 % convertible notes with an aggregate value of $ 15.0 million.

On May 19, 2023, the Company entered into the Note Amendment Agreement (the “Amendment”) with respect to the same entity.

This investment is included in ‘Long-term investments’ in the Condensed Consolidated Balance Sheets and is classified as available-for-sale.

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 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 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.

entity’s senior creditor, as defined in the Amendment.

This investment is included in ‘Short-term investments’ in the Condensed Consolidated Balance Sheets and is classified as available-for-sale.

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

In evaluating the available-for-sale debt security, the Company elected to exclude accrued interest receivable from the fair value and amortized cost basis.

The amortized cost of the available-for-sale debt security excluded accrued interest receivable of zero , net of allowance for credit losses of $ 2.6 million, as of September 30, 2025 and $ 2.1 million, net of allowance for credit losses of zero , as of December 31, 2024, which is presented in 'Prepaid expenses and other current assets' in the Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025, based on the latest available financial and certain other information related to the issuing entity, the Company determined that the fair value of its investment in this corporate debt security was below its amortized cost.

Based on this information, the Company determined that a credit loss exists.

During the three and nine months ended September 30, 2025, the Company recognized the provision for credit losses of $ 17.6 million, respectively, on total accrued interest receivable and amortized cost of the available-for-sale debt security in ‘Provision for credit losses on investments’ in the Condensed Consolidated Statements of Operations.

An additional $ 3.5 million, before tax, representing the excess of unrealized losses over the provision for credit losses was recognized in ‘Accumulated other comprehensive loss’ in the Condensed Consolidated Balance Sheets.

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

The Company does not intend to sell its available-for-sale corporate debt security.

In addition, it is more likely than not that the Company will not be required to sell it before recovery of the amortized cost basis, which may be at maturity.

As of September 30, 2025, the carrying value and the maximum exposure of the Company’s investment in the corporate debt security was zero and $ 15.0 million, with a contractual maturity date that was less than one year .

As of December 31, 2024, both the carrying value and the maximum exposure of the Company’s investment in the corporate debt security 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 (losses) on investment in the corporate debt security as of September 30, 2025 were zero .

Cumulative gross unrealized gains on investment in the corporate debt security as of December 31, 2024 were approximately $ 2.8 million.

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 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.

During the three months ended September 30, 2025 and 2024, the Company recognized income (loss) from the equity method investment, net of taxes, of less than $0.1 million and $( 0.1 ) million, net of taxes, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized income from the equity method investment, net of taxes, of $ 11.8 million and $ 8.1 million, respectively.

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

During the three and nine months ended September 30, 2025, the Company received a distribution from the OCV Fund of $ 1.5 million and $ 10.8 million, respectively.

As of September 30, 2025, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 119.6 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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Fair Value Measurements

The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.

The Company complies with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

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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 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 investment is classified as available-for-sale and is initially measured at its transaction price.

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

During the three and nine months ended September 30, 2025, the Company determined that the fair value of the Company’s investment in this corporate debt security fell below its amortized cost to zero based on the latest available financial and certain other information related to the issuing entity.

Refer to Note 4 - Investments for further information.

As of 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 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.

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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.

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 $ 6.8 million and $ 2.8 million as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, the possible payments under these arrangements ranged from zero to a maximum total of $ 9.2 million.

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

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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):

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

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

Cash equivalents:

Money market and other funds $ 115,186 $ — $ — $ 115,186 $ 115,186

Long-term investments:

Investment in corporate debt securities — — 18,534 18,534 18,534

Total assets measured at fair value $ 115,186 $ — $ — $ 115,186 $ 115,186

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Long-term investments:

Investment in corporate debt securities — — 17,788 17,788 17,788

Investment in corporate debt security — — 17,788 17,788 17,788

Total assets measured at fair value $ 85,833 $ — $ 17,788 $ 103,621 $ 103,621

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

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

ZIFF DAVIS, INC.

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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):

Six months ended June 30,

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

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 security that are measured at fair value on a recurring basis (in thousands):

Nine months ended September 30,

Contingent Consideration Arrangements Corporate Debt Security Contingent Consideration Arrangements Corporate Debt Security

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

2 unchanged sentences

( 2,834 ) ( 17,788 ) — 830

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

(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 six months ended June 30, 2025 and relate to changes in the expected payout against financial targets.

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 six months ended June 30, 2025 and 2024.

Foreign currency translation adjustment $ ( 97 ) $ — $ — $ —

Balance as of September 30 $ 6,768 $ — $ 2,834 $ 16,529

(1) During the nine months ended September 30, 2025, 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 and relate to changes in the expected payout against financial targets.

During the nine months ended September 30, 2025 and 2024, the fair value adjustments to the corporate debt security 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) for the portion of the change that does not relate to change in credit conditions and in the ‘Provision for credit losses on investments’ in the Condensed Consolidated Statements of Operations for the portion of the change that relates to change in credit conditions.

Nonrecurring Fair Value Measurements

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Carrying Value Fair Value Carrying Value Fair Value

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Goodwill and Intangible Assets

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

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

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

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— 11,743 508 401 17,666 30,318

Goodwill impairment — — — — ( 17,579 ) ( 17,579 )

Purchase accounting adjustments (1)

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Foreign exchange translation 18 588 971 2,855 8,875 13,307

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

Balance as of September 30, 2025 $ 321,784 $ 80,680 $ 404,535 $ 260,198 $ 538,987 $ 1,606,184

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

During the three and nine months ended September 30, 2025, the Company performed quantitative fair value tests of all of its reporting units following a sustained decline in the Company’s stock price.

Based on the quantitative fair value tests, the carrying value of one reporting unit within the Cybersecurity & Martech reportable segment exceeded its fair value, and the Company recorded an impairment of approximately $ 17.6 million during the three and nine months ended September 30, 2025.

During the three and nine months ended September 30, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segments as a result of a sustained decline in the Company’s stock price, and forecasted reductions in revenue or EBITDA in certain of its reporting units.

Based on the quantitative fair value test of two reporting units within the Technology & Shopping reportable segment, the carrying value of the reporting units exceeded their fair value, and the Company recorded an impairment of approximately $ 85.3 million during the three and nine months ended September 30, 2024.

In each period, the fair value of the reporting units was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach.

We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit.

As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value.

Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates.

The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit.

For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates.

The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn.

Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies.

From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit.

Goodwill as of September 30, 2025 reflects accumulated impairment losses of $ 169.5 million in the Technology & Shopping reportable segment and $ 17.6 million in the Cybersecurity & Martech reportable segment.

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Intangible Assets Subject to Amortization

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

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

Cost Accumulated

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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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Amortization expense, included in ‘Depreciation and amortization’ in our Condensed Consolidated Statements of Operations, was approximately $ 31.3 million and $ 28.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 90.7 million and $ 82.5 million for the nine months ended September 30, 2025 and 2024, respectively.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

4.625 % Senior Notes

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Total long-term debt $ 865,937 $ 864,282

(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.

(1) Includes $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of September 30, 2025 and December 31, 2024, respectively, $ 0.5 million and $ 0.9 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of September 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 September 30, 2025 and December 31, 2024, respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of September 30, 2025, $ 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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The Company received proceeds of $ 742.7 million, after deducting the initial purchasers’ discounts, commissions and offering expenses.

The net proceeds were used to redeem all of its then outstanding 6.0 % Senior Notes due in 2025 and the remaining net proceeds were available for general corporate purposes which may include acquisitions and the repurchase or redemption of other outstanding indebtedness.

These senior notes bear interest at a rate of 4.625 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021.

The net proceeds were used to redeem all of its then outstanding 6.0 % Senior Notes due in 2025 and the remaining net proceeds were available for general corporate purposes, including acquisitions and the repurchase or redemption of other outstanding indebtedness.

These 4.625 % Senior Notes bear interest at a rate of 4.625 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, and payments commenced on April 15, 2021.

The 4.625 % Senior Notes mature on October 15, 2030, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”).

1 unchanged sentence

The Company may redeem some or all of the 4.625 % Senior Notes at any time on or after October 15, 2025 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

In addition, at any time prior to October 15, 2025, the Company may redeem some or all of the 4.625 % Senior Notes at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.

In addition, at any time prior to October 15, 2025, the Company was permitted to redeem some or all of the 4.625 % Senior Notes at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.

The discount and deferred issuance costs are being amortized, at an effective interest rate of 4.7 %, to interest expense through the maturity date.

8 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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.

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

Cumulatively as of September 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 nine months ended September 30, 2025 and September 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 June 30, 2025, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

As of September 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:

(i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130 % of the applicable conversion price of the 1.75 % Convertible Notes on each such applicable trading day;

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130 % of the applicable conversion price of the 1.75 % Convertible Notes on each such applicable trading day;

(ii) during the five business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.75 % Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day;

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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 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.

As of September 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 September 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 in the aggregate), 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.

6 unchanged sentences

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

5 unchanged sentences

3.625 % Convertible Notes

On July 16, 2024, the Company issued $ 263.1 million in aggregate principal amount of new 3.625 % Convertible Notes due 2028 (the “ 3.625 % Convertible Notes”) and paid an aggregate of approximately $ 135.0 million in cash in exchange for approximately $ 400.9 million in aggregate principal amount of the Company’s 1.75 % Convertible Notes (collectively, the “Exchange Transaction”) pursuant to separate, privately negotiated exchange agreements with certain holders of the 1.75 % Convertible Notes.

On July 16, 2024, the Company issued $ 263.1 million in aggregate principal amount of 3.625 % Convertible Notes due 2028 (the “ 3.625 % Convertible Notes”) and paid an aggregate of approximately $ 135.0 million in cash in exchange for approximately $ 400.9 million in aggregate principal amount of the Company’s 1.75 % Convertible Notes (collectively, the “Exchange Transaction”) pursuant to separate, privately negotiated exchange agreements with certain holders of the 1.75 % Convertible Notes.

The Exchange Transaction was accounted for as a debt modification, and accordingly, no gain or loss was recognized.

1 unchanged sentence

The discount and deferred issuance costs are being amortized to interest expense through the maturity date, at an effective interest rate of 4.2 %.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The 3.625 % Convertible Notes bear interest at a rate of 3.625 % per annum on the principal amount thereof, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on March 1, 2025, to the noteholders of record of the 3.625 % Convertible Notes as of the close of business on the immediately preceding August 15 and February 15, respectively.

The 3.625 % Convertible Notes will mature on March 1, 2028, unless earlier converted or repurchased.

The 3.625 % Convertible Notes can be settled in cash, the Company’s common stock, or a combination of cash and the Company’s common stock, at $ 0.01 par value per share, at the Company’s election.

The 3.625 % Convertible Notes can be settled in cash, the Company’s common stock at an initial conversion rate of $ 100 per share, or a combination of cash and the Company’s common stock, at the Company’s election.

Holders may surrender their 3.625 % Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding December 1, 2027 only under the following circumstances:

5 unchanged sentences

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.

As of September 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 September 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.

1 unchanged sentence

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

3 unchanged sentences

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

Three months ended Six months ended

June 30, 2025

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Coupon interest expense $ 2,385 $ 1,987 $ 7,154 $ 1,987

Amortization of discount and debt issuance costs

323 258 958 258

Total interest expense related to 3.625 % Convertible Notes

13 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 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.

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

As of September 30, 2025 and December 31, 2024, availability under the Credit Agreement was $ 348.8 million and $ 348.9 million, respectively, net of letters of credit.

ZIFF DAVIS, INC.

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The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief.

The Company does not believe, based on current knowledge, that any such legal proceedings or claims, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s overall consolidated financial position, results of operations, or cash flows.

On June 13, 2025, a putative class action captioned John Milito v.

Ookla, LLC, et al., 25-2-17772-6 SEA , was filed against certain subsidiaries of the Company in the Superior Court of the State of Washington, King County, alleging that subsidiaries of the Company posted certain job openings without disclosing either wage scales or salary ranges in violation of Washington law and seeking statutory damages, interest, attorney’s fees, expenses, and costs of suit, as well as injunctive and other relief.

On December 17, 2024, a putative class action captioned Dawn Fregosa v.

Mashable, Inc., 24CV103566 , was filed against Mashable, Inc., a subsidiary of the Company, in the Superior Court of the State of California for the County of Alameda.

The complaint alleges that the Mashable website uses third-party “trackers” in violation of the California Invasion of Privacy Act and seeks statutory damages, interest, attorney’s fees, expenses, and costs of suit.

On February 3, 2025, Mashable removed the action to the United States District Court for the Northern District of California, case number 25-cv-01094.

On April 10, 2025, the court granted Mashable’s motion to dismiss the first amended complaint with leave to amend.

On October 9, 2025, the court denied Mashable’s motion to dismiss the second amended complaint.

On June 18, 2024, a putative class action captioned Joseph Josue v.

IGN Entertainment, Inc., 24-cv-11579 , was filed against IGN Entertainment, Inc., a subsidiary of the Company, in United States District Court for the District of Massachusetts.

The complaint alleges that IGN disclosed to third parties the titles and URLs of the videos that plaintiff viewed on the IGN website in violation of the Video Privacy Protection Act.

The complaint seeks statutory damages, punitive damages, interest, attorney’s fees, expenses, and costs of suit.

On July 10, 2025, the court denied IGN’s motion to dismiss the first amended complaint.

The Company does not believe, based on current knowledge, that any such legal proceedings or claims, after giving effect to any existing accrued liabilities for such legal proceedings or claims, are likely to have a material adverse effect on the Company’s overall consolidated financial position, results of operations, or cash flows.

However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on the Company’s consolidated financial position, results of operations, or cash flows in a particular period.

1 unchanged sentence

The Company follows a thorough process in which it seeks to estimate the reasonably possible loss or range of loss, and only if it is unable to make such an estimate does it conclude and disclose that an estimate cannot be made.

Due to the uncertainty of the pending litigation discussed above, the Company cannot currently reasonably estimate the amount of any possible loss or range of loss relating to such claims.

The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not considered probable by management.

It is the Company’s policy to expense as incurred legal fees related to various litigations.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Non-Income Related Taxes

3 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 $ 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 established reserves for these matters of $ 23.4 million and $ 25.2 million as of September 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 on our financial results.

However, as of September 30, 2025 any potential loss or 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 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.

The Company’s effective tax rate was 139.8 % and ( 34.9 )% for the three months ended September 30, 2025 and 2024, respectively, and 42.2 % and 149.0 % for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was disproportionally impacted by the goodwill impairment of $ 17.6 million related to the reassessment of the fair value of one reporting unit within the Cybersecurity & Martech reportable segment, for which no corresponding tax benefit was recorded since it is entirely related to the excess financial statement goodwill with no tax basis.

The effective tax rate was further impacted by a tax shortfall related to share-based compensation, changes in the valuation allowance against its U.S.

capital loss carryforwards and remeasurement of reserves for uncertain tax positions.

During the three months ended September 30, 2025, the Company recorded an additional valuation allowance against its U.S.

capital loss carryforwards which resulted in a discrete tax expense of $ 3.8 million and a remeasurement of the reserve for uncertain tax positions, which resulted in a discrete tax expense of $ 1.1 million.

During the nine months ended September 30, 2025, the Company recognized a discrete tax expense of $ 2.1 million related to the vesting of share-based compensation resulting in a tax shortfall, a $ 1.1 million discrete tax expense on the remeasurement of reserves for uncertain tax positions, and a net $ 0.5 million discrete tax expense related to changes to its valuation allowance against U.S.

capital loss carryforwards.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was disproportionately impacted by the goodwill impairment of $ 85.3 million related to the reassessment of the fair value of certain reporting units within the Technology & Shopping reportable segment, for which no corresponding tax benefit was recorded since it entirely related to the excess financial statement goodwill with no tax basis.

Additionally, during the nine months ended September 30, 2024, the Company recognized a net valuation allowance against a portion of its U.

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

As of September 30, 2025 and December 31, 2024, the Company had $ 8.9 million and zero , respectively, for uncertain income tax positions in ‘Other current liabilities’ on the Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company had $ 24.2 million and $ 30.3 million, respectively, for uncertain income tax positions in ‘Other noncurrent liabilities’ 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 $ 9.9 million and $ 6.4 million as of June 30, 2025 and December 31, 2024, respectively.

The Company’s prepaid taxes were $ 18.3 million and $ 6.4 million as of September 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.

1 unchanged sentence

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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Company currently does not expect the OBBBA to have a material impact on its effective tax rate but expects 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.

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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 authorized for repurchase under the 2020 Program increased to up to 15 million shares of the Company’s common stock.

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.

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 from up to ten million to up to 15 million shares of the Company’s common stock.

During the three and nine months ended September 30, 2025, the Company repurchased 1,176,559 and 3,011,405 shares, respectively, under the 2020 Program at an aggregate cost of approximately $ 43.7 million and $ 109.9 million, respectively (including excise tax).

During the three and nine months ended September 30, 2024, the Company repurchased 2,000,000 and 3,500,000 shares, respectively under the 2020 Program at an aggregate cost of approximately $ 96.9 million and $ 181.8 million, respectively (including excise tax).

Cumulatively as of September 30, 2025, 11,770,097 shares were repurchased under the 2020 Program, at an aggregate cost of $ 693.5 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 September 30, 2025 was 3,229,903 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.

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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 vesting of restricted stock.

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.

During the three months ended September 30, 2025 and 2024, the Company purchased and retired 926 and 2,464 shares, respectively, at an aggregate cost of less than $ 0.1 million and $ 0.1 million, respectively, from plan participants for this purpose.

During the nine months ended September 30, 2025 and 2024, the Company purchased and retired 107,809 and 62,054 shares, respectively, at an aggregate cost of approximately $ 4.5 million and $ 4.1 million, respectively, from plan participants for this purpose.

ZIFF DAVIS, INC.

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

Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of September 30, 2025, 435,135 shares underlying options and 2,153,431 restricted stock units were outstanding under the Plans.

As of September 30, 2025, there were 1,926,382 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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Total share-based compensation expense $ 12,197 $ 10,161 $ 33,676 $ 30,633

(1) Includes expense of $ 0.1 million related to liability classified awards issued to non-employees of the Company for the three and nine months ended September 30, 2025, respectively .

Restricted Stock and Restricted Stock Units

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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 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 granted 752,246 and 394,994 restricted stock units (excluding market-based awards discussed below) (“RSUs”) during the nine months ended September 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.

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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 the 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 six months ended June 30, 2025 and 2024 was $ 38.80 and $ 87.17 , respectively.

Share-based compensation expense related to an award with a market condition is 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 nine months ended September 30, 2025 and 2024 was $ 38.80 and $ 87.17 , respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

Six months ended June 30,

Nine months ended September 30,

Underlying stock price at valuation date $ 38.19 $ 66.88

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Risk-free interest rate 3.9 % 4.3 %

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:

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

Weighted Average

3 unchanged sentences

Vested ( 27,632 ) $ 68.97 — $ —

Nonvested at June 30, 2025

Nonvested at September 30, 2025

27,197 $ 68.97 163,181 $ 36.27

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

RSU and PSU activity for the nine months ended September 30, 2025 is set forth below:

Weighted Average Grant Date Fair Value

5 unchanged sentences

( 42,415 ) $ 55.83 ( 55,001 ) $ 58.90

Outstanding at June 30, 2025

Outstanding at September 30, 2025

1,112,247 $ 50.33 1,041,184 $ 58.19

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

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.

As of September 30, 2025, share-based compensation cost of $ 0.5 million is expected to be recognized over a weighted-average period of 0.3 years for RSAs, share-based compensation cost of $ 39.7 million is expected to be recognized over a weighted-average period of 2.0 years for RSUs, and share-based compensation cost of $ 25.7 million is expected to be recognized over a weighted-average period of 2.0 years for PSUs.

Share based compensation cost for PSAs is fully recognized,

ZIFF DAVIS, INC.

3 unchanged sentences

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

Three months ended June 30,

Three months ended September 30,

Basic Diluted Basic Diluted

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$ ( 3,598 ) $ ( 3,598 ) $ ( 48,577 ) $ ( 48,577 )

Net loss available to participating

Convertible Notes interest expense (after-tax)

— 583 — 2,159

Net income available to the Company’s common shareholders

Net loss available to the Company’s common shareholders

$ ( 3,598 ) $ ( 3,598 ) $ ( 48,577 ) $ ( 48,577 )

2 unchanged sentences

Equity incentive plans

— 17,313 — 14,232

Convertible debt — — — —

Diluted weighted-average outstanding shares of common stock 40,558,629 40,558,629 43,924,158 43,924,158

Net income per share

Net loss per share

$ ( 0.09 ) $ ( 0.09 ) $ ( 1.11 ) $ ( 1.11 )

Six months ended June 30,

Nine months ended September 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net loss per common share:

Net income (loss)

$ 46,984 $ 46,984 $ ( 1,040 ) $ ( 1,040 )

Net loss available to participating

Convertible Notes interest expense (after-tax)

— 1,164 — 4,317

Net income available to the Company’s common shareholders

Net income (loss) available to the Company’s common shareholders

$ 46,984 $ 46,984 $ ( 1,040 ) $ ( 1,040 )

2 unchanged sentences

Equity incentive plans

— 113,951 — 54,782

Convertible debt — — — —

Diluted weighted-average outstanding shares of common stock 41,609,182 41,685,149 45,088,272 45,088,272

Net income per share

Net income (loss) per share

$ 1.13 $ 1.13 $ ( 0.02 ) $ ( 0.02 )

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-

For the three months ended September 30, 2025 and 2024, there were 2,778,944 and 1,879,840 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the net loss and average stock price during the 2025 and 2024 periods, respectively.

For the nine months ended September 30, 2025 and 2024, there were 848,420 and 1,879,840 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 and due to the net loss during 2024, respectively.

For the three months ended September 30, 2025 and 2024, 4,029,861 and 4,213,808 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.

For the nine months ended September 30, 2025 and 2024, 4,029,861 and 5,406,679 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.

ZIFF DAVIS, INC.

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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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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

Three months ended June 30, 2025

Three months ended September 30, 2025

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

4 unchanged sentences

Professional and other third-party services 6,096 1,374 2,308 5,488 5,547 20,813

Goodwill impairment — — — — 17,579 17,579

Depreciation and amortization 22,599 2,949 13,406 7,116 11,121 57,191

3 unchanged sentences

Total operating costs and expenses $ 335,283

Three months ended June 30, 2024

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Three months ended September 30, 2024

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

4 unchanged sentences

Professional and other third-party services 4,342 1,643 2,132 3,754 3,952 15,823

Goodwill impairment 85,273 — — — — 85,273

Depreciation and amortization 20,333 2,632 12,505 7,868 7,978 51,316

3 unchanged sentences

Total operating costs and expenses $ 382,884

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Six months ended June 30, 2025

Nine months ended September 30, 2025

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

4 unchanged sentences

Professional and other third-party services 17,993 4,192 7,602 14,851 14,777 59,415

Goodwill impairment — — — — 17,579 17,579

Depreciation and amortization 68,053 8,621 40,705 21,768 31,329 170,476

3 unchanged sentences

Total operating costs and expenses $ 947,515

Six months ended June 30, 2024

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Nine months ended September 30, 2024

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

9 unchanged sentences

Total operating costs and expenses $ 953,739

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.

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(6) Corporate includes costs associated with general, administrative, and other expenses (including some depreciation and amortization) that are managed on a global basis and that are not directly attributed to any particular segment.

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

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

(Loss) income from operations by reportable segment:

Income (loss) from operations by reportable segment:

Technology & Shopping $ 48 $ ( 78,615 ) $ ( 11,859 ) $ ( 93,317 )

7 unchanged sentences

( 19,197 ) ( 19,684 ) ( 53,560 ) ( 53,203 )

Income from operations

Income (loss) from operations

$ 28,428 $ ( 29,304 ) $ 97,041 $ 35,126

1 unchanged sentence

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

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

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

8 unchanged sentences

Total capital expenditures $ 30,136 $ 25,843 $ 85,888 $ 79,476

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Supplemental Cash Flow Information

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

Six months ended June 30,

Nine months ended September 30,

Non-cash investing activity:

Property and equipment, accrued but unpaid $ — $ —

Right-of-use assets acquired in exchange for operating lease obligations $ 340 $ 1,035

Sale of equity investments for common stock (1)

Non-cash financing activity:

Increase in fair value of conversion feature on 3.625 % Convertible Notes

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.

$ 984 $ 1,797

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Supplemental data (in thousands):

Six months ended June 30,

Nine months ended September 30,

Interest paid $ 22,675 $ 16,912

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 June 30, 2025 (in thousands):

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

Unrealized Gains on Investments

Foreign Currency Translation Total

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

Balance as of July 1, 2025 $ 2,671 $ ( 54,390 ) $ ( 51,719 )

Other comprehensive income, net of tax

( 2,650 ) ( 4,405 ) ( 7,055 )

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 21 $ ( 58,795 ) $ ( 58,774 )

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):

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

Unrealized Gains on Investments

4 unchanged sentences

( 2,091 ) 25,788 23,697

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 21 $ ( 58,795 ) $ ( 58,774 )

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

During the three and nine months ended September 30, 2025 we reclassified $ 2.7 million, net of tax, out of accumulated other comprehensive loss, representing the excess of unrealized losses over the provision for credit losses on the corporate debt security.

See Note 4 – Investments for further details.

There were no reclassifications out of accumulated other comprehensive loss during the three and nine months ended September 30, 2024.

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