What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-25 · 147 added, 86 removed, 694 unchanged (25% of the section changed)

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Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect our business.

If any of these known or unknown risks or uncertainties actually occurs, our business, prospects, financial condition, operating results, and cash flows could be materially adversely affected.

If any of these known or unknown risks or uncertainties actually occur, our business, prospects, financial condition, operating results, and cash flows could be materially adversely affected.

In that event, the market price of our common stock will likely decline and you may lose part or all of your investment.

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• The majority of our revenue within our Digital Media Businesses is derived from short-term advertising arrangements, and our Digital Media Businesses may lose or be unable to attract advertisers if they cannot develop, commission, or acquire compelling content, if they cannot attract users to mobile offerings, or if advertisers’ marketing budgets are cut or reduced.

• We face risks associated with system failures, security breaches, and other technological issues.

• We face risks associated with system failures, cybersecurity breaches, and other technological issues.

• We face risks associated with the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence (“AI”).

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• Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.

• Potential indemnification liabilities to Consensus pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

• Potential indemnification liabilities to third-parties could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

• ESG matters, as well as related reporting obligations, expose us to risks that could adversely affect our reputation and performance.

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• We are subject to a variety of new, existing, and changing laws and regulations, across both domestic and international markets, which could subject us to claims, judgments, monetary liabilities, and other remedies, as well as increased compliance and defense costs and limitations on our business practices.

• We operate across many different markets and may be exposed to a variety of government and private actions, laws, or self-regulatory developments regarding cybersecurity, privacy, data security, and data protection with uncertain interpretations and potentially significant compliance costs.

• Data privacy and security regulations such as the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and the Virginia Data Privacy Act (“CDPA”) impose significant compliance costs and expose us to substantial risks, particularly with respect to health data and other sensitive data.

• We operate across many different markets and are subject to a rapidly evolving landscape of laws and self-regulatory regimes in the United States and internationally.

Compliance with these obligations may require operational changes, lead to a significant compliance costs, and may limit our ability to collect, use, or monetize data.

• We may face various government and private actions, laws, or self-regulatory regimes regarding cybersecurity and data privacy, security, and protection, with uncertain interpretations and potentially significant costs and risks, particularly with respect to health data and other sensitive data.

Additionally, data laws may restrict our ability to use and monetize certain data, and expose us to significant compliance costs, disputes, and regulatory enforcement.

• Developments in the healthcare industry and associated regulations could adversely affect our business, including our Everyday Health Group set of brands.

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Risks Related To Our Stock

• Certain features of our Outstanding Debt may delay or prevent an otherwise beneficial attempt to take over our Company.

• Certain features of our Outstanding Debt may delay or prevent an otherwise beneficial attempt to take over our Company or otherwise restructure our business operations.

• Conversions of the 1.75% Convertible Notes and the 3.625% Convertible Notes (collectively, the “Convertible Notes”) would dilute the ownership interest of our existing stockholders.

• We are a holding company and our operations are conducted through, and substantially all of our assets are held by, our subsidiaries, which may be subject to certain restrictions on their ability to pay dividends to us to fund any dividends on our stock, pay interest on our Outstanding Debt, and fund other holding company expenses.

• We are a holding company and our operations are conducted through, and substantially all of our assets are held by, our subsidiaries, which may be subject to certain restrictions on their ability to (i) pay dividends to us, (ii) to fund any dividends on our stock, (iii) pay interest on our Outstanding Debt, or (iv) fund other holding company expenses.

• We cannot guarantee that our share repurchase program will be fully consummated or will enhance long-term stockholders value, and share repurchases could increase the volatility of the trading price of our common stock and diminish our cash reserves.

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Mergers and acquisitions are inherently risky and subject to many factors outside of our control.

We cannot give assurances that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition.

Failure to manage and successfully integrate acquisitions could materially harm our

business and operating results.

We cannot give assurances that our previous or future acquisitions will be successful and will not materially adversely affect our business,

operating results, or financial condition.

Failure to manage and successfully integrate acquisitions could materially harm our business and operating results.

In addition, our effective tax rate for future periods is uncertain and could be impacted by mergers and acquisitions.

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If we are unable to maintain sophisticated marketing and communications solutions that provide value to our customers or demonstrate our ability to provide value to our customers, our financial results will be harmed.

A system failure, security breach, cyber-attack, or other technological risk could delay or interrupt service to our customers, harm our reputation and business, lead to a loss of customers, or subject us to significant liability.

A system failure, security breach, cyberattack, or other technological risk could delay or interrupt service to our customers, harm our reputation and business, lead to a loss of customers, or subject us to significant liability.

Our operations are dependent on our network being free from material interruption by damage from fire, earthquake, or other natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, cyber-attacks, or any other events beyond our control.

Similarly, the operations of our partners and other third parties with which we work are also susceptible to the same risks.

There can be no assurance that our existing and planned precautions of backup systems, regular

data backups, security protocols, and other procedures will be adequate to prevent significant damage, system failure or data loss, and the same is true for our partners, vendors, and other third parties on which we rely.

There can be no assurance that our existing and planned precautions of backup systems, regular data backups, security protocols, and other procedures will be adequate to prevent significant damage, system failure or data loss, and the same is true for our partners, vendors, and other third parties on which we rely.

These precautions may change over time as laws and regulations regarding data privacy, security, and protection of information change.

We face a wide variety of cyber-attacks including attempts to gain unauthorized access to customer accounts.

We face a wide variety of cyberattacks including attempts to gain unauthorized access to customer accounts.

Increased information technology security threats and more sophisticated cybercrimes and cyberattacks, including computer viruses and other malicious codes, ransomware, unauthorized access attempts, denial-of-service attacks, phishing, social engineering, hacking, and other types of attacks, pose a risk to the security and availability of our information technology systems, networks, products, solutions, and services, including those that are managed, hosted, provided, or used by third parties (and which may not provide the same level of information security as our own products, systems, or solutions), as well as the confidentiality, availability, and integrity of our data and the data of our customers, partners, consumers, employees, stockholders, suppliers and others.

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The rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks, as we may be unable to keep pace with the increasing sophistication of AI-based cybersecurity threats.

Cyberattacks have become more difficult to detect and respond to since they increasingly employ AI and machine learning techniques, such as generative AI-phishing, deepfake impersonations, automated vulnerability discovery, adaptive malware, and large-scale credential-stuffing campaigns.

Further, in some cases we do not have in place disaster recovery facilities for certain ancillary services.

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Advances in computer capabilities, new discoveries in the field of cryptography, or other developments may result in a material compromise or breach of the technology used by us, our partners, our vendors, or other third parties to protect transaction and other confidential data.

Any system failure or security breach that causes interruptions or data loss in and to our operations and systems or those of our partners, vendors, customers, or other third parties, whether due to human error or misconduct, system errors, or vulnerabilities in our or our third party service providers’ products, systems, or solutions, or which leads to the misappropriation of our or our customers’ confidential information, including as a result of the introduction of new and emerging technologies such as AI, could result in a significant liability to us (including in the form of judicial decisions and/or settlements, regulatory findings and/or forfeitures, and other means), cause considerable harm to us and our reputation (including requiring notification to customers, regulators, and/or the media), cause a loss of confidence in our products and services, and deter current and potential customers from using our services.

Any system failure or security breach that causes interruptions or data loss in and to our operations and systems or those of our partners, vendors, customers, or other third parties, whether due to human error, including related to the improper use of AI, or misconduct, system errors, or vulnerabilities in our or our third party service providers’ products, systems, or solutions, or which leads to the misappropriation of our or our customers’ confidential information, including as a result of the introduction of new and emerging technologies such as AI, could result in a significant liability to us (including in the form of judicial decisions and/or settlements, regulatory findings and/or forfeitures, and other means), cause considerable harm to us and our reputation (including requiring notification to customers, regulators, and/or the media), cause a loss of confidence in our products and services, and deter current and potential customers from using our services.

We use vendors to assist with cybersecurity risks, but these vendors may not be able to assist us adequately in preparing for or responding to a cybersecurity incident.

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Any of these events could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows, or a negative impact to our reputation could cause us to suffer other negative consequences.

For example, we may incur remediation costs (such as liability for stolen assets or information, repairs of system damage, and incentives to customers or business partners in an effort to maintain relationships after an attack);

increased cybersecurity protection costs (which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants);

For example, we may incur costs related to the investigation of data breaches (including for forensic analysis, legal advice, and breach notifications);

remediation costs (such as liability for stolen assets or information, repairs of system damage, and incentives to customers or business partners in an effort to maintain relationships after an attack);

lost revenues resulting from (i) the unauthorized use of proprietary information, (ii) the failure to retain or attract customers following an attack, or (iii) the diversion of our resources away from revenue-generating activity and towards remediation activity;

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reputational damage that adversely affects customer or investor confidence;

damage to our competitiveness and stock price;

to our competitiveness and stock price;

and diminished long-term shareholder value.

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Our reputation may also be harmed if these technologies wrongly attribute inaccurate information to us.

We seek to limit such threats;

We seek to limit such threats which are significantly more acute with respect to certain of our Digital Media Businesses;

however, policing unauthorized use of our content and intellectual property is often difficult and the steps taken by us may not prevent misuse and infringement of our intellectual property.

Although we do not believe these threats have been material to our businesses to date, we expect to continue to be

subject to these threats and there can be no assurance that we will not experience a negative impact on our business as a result of them.

Although we seek to minimize such threats to our businesses, particularly with respect to our Digital Media Businesses, we expect to continue to be subject to them and there can be no assurance that we will not experience a negative impact on our business as a result of them.

The use of copyrighted material by generative AI and related technologies has not been fully interpreted by federal, state, or international courts, and the legal and regulatory framework for generative AI continues to evolve and remains uncertain.

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For example, in 2024 California enacted a range of laws regulating the use and development of AI, which generally relate to transparency, privacy, and fairness, among other concerns.

Furthermore, in Europe the EU’s AI Act was published in the Official Journal of the European Union on July 12, 2024 and entered into force on August 1, 2024.

Furthermore, in Europe the EU’s AI Act began to apply on February 2, 2025, with remaining requirements becoming effective on a staggered basis until August 2027.

The EU AI Act will impose material requirements on both providers and users of AI technologies, and will prohibit certain AI practices, with infringement punishable by sanctions of up to 7% of annual worldwide turnover or 35 million euros, whichever is higher.

We are still evaluating the impact of these laws on our business.

The cost for us to enforce such laws and regulations, or otherwise protect our content and intellectual property rights, could be significant.

Moreover, any failure or perceived failure by us to comply with new laws or regulations concerning AI could have an adverse impact on our business.

Anticipated further evolution of regulations and legislation on this topic may substantially increase the penalties to which we could be subject in the event of any non-compliance.

Compliance with these laws is challenging, constantly evolving and time consuming and federal regulators, state attorney generals and plaintiff’s attorneys have been and will likely continue to be active in this space.

We may incur substantial expense in complying with legal obligations to be imposed by new regulations and we may be required to make significant changes to our solutions and expanding business operations, all of which may adversely affect our operations.

On April 24, 2025, we filed a lawsuit against OpenAI, Inc.

alleging copyright infringement, violations of the Digital Millennium Copyright Act, unjust enrichment and trademark dilution as a result of OpenAI’s unlawful and unauthorized copying and use of our content.

See Item 3 – Legal Proceedings for additional information.

There can be no assurance that we will be successful in this litigation, or in preventing other generative AI developers from using our content without authorization or fair compensation.

Our business, brand, financial condition and results of operations may suffer as a result.

The use of AI by our workforce may present risks to our business.

Our workforce is exposed to and uses AI technologies for certain tasks related to our business.

We have guidelines and policies concerning the use of AI tools in the workplace.

Nevertheless, the use of these AI tools, whether authorized or unauthorized, by our workforce, poses potential risks relating to the protection of data, including cybersecurity risk, exposure of our proprietary confidential information to unauthorized recipients, and the misuse of our or third-party intellectual property.

Use of AI technology by our workforce, even if consistent with our guidelines, may result in allegations or claims against us related to a violation(s) of third-party intellectual property or other rights, unauthorized access to or use of proprietary information, and failure to comply with open-source software requirements.

In addition, our employees use AI tools for various design and engineering tasks such as writing code, and these tools may produce inaccurate responses that could lead to errors in our decision-making, solution development or other business activities, which could have a negative impact on our business, operating results and financial condition.

Our ability to mitigate these risks will depend on our provision of effective training, monitoring and enforcement of appropriate policies, guidelines and procedures, and compliance by our workforce.

Changes in our tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S.

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Climate change may have an adverse impact on our business locations, and those of our customers and vendors.

For example, our business locations, or those of our customers and vendors, may experience adverse climate-related events, including fluctuations in temperature or water availability, floods, wildfires (and resultant air quality impacts), other unusual or prolonged adverse weather patterns, and power shutoffs associated with these events.

prolonged adverse weather patterns, and power shutoffs associated with these events.

A climate-related event that destroys or disrupts any of our critical systems could severely impact our ability to conduct business, and we cannot ensure that our systems and data centers will remain fully operational during and immediately after such an event or disruption.

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Some of these competitors offer their services at lower prices than we do.

These companies may be able to develop and expand their network infrastructures and capabilities more quickly, adapt more swiftly to new or emerging technologies and changes in customer requirements, take advantage of acquisition and other opportunities more readily, and devote greater resources to the marketing and sale of their products and services than we can.

These companies may be able to develop and expand their network infrastructures and capabilities more quickly, adapt more swiftly to new or emerging technologies, including AI implementations, and changes in customer requirements, take advantage of acquisition and other opportunities more readily, and devote greater resources to the marketing and sale of their products and services than we can.

There can be no assurance that additional competitors will not enter markets that we are currently serving and plan to serve or that we will be able to compete effectively.

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Similarly, the advertising networks operated by our competitors or by other participants in the display marketplace offer services that directly compete with our offerings for advertisers, including advertising exchanges, ad networks, demand side platforms, ad serving technologies, and sponsored search offerings.

We also compete with traditional print and broadcast media

companies to attract advertising spending.

We also compete with traditional print and broadcast media companies to attract advertising spending.

Some of our existing competitors and possible entrants may have greater brand recognition for certain products and services, more expertise in a particular segment of the market, and greater operational, strategic, technological, financial, personnel, or other resources than we do.

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federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (the “Code”).

The opinion of outside counsel and the IRS private

letter ruling were based, among other things, on various facts and assumptions, as well as certain representations, statements and undertakings of Ziff Davis and Consensus (including those relating to the past and future conduct of Ziff Davis and Consensus).

The opinion of outside counsel and the IRS private letter ruling were based, among other things, on various facts and assumptions, as well as certain representations, statements and undertakings of Ziff Davis and Consensus (including those relating to the past and future conduct of Ziff Davis and Consensus).

If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Ziff Davis or Consensus breach any of their respective covenants contained in any of the separation-related agreements or in the documents relating to the IRS private letter ruling and/or any opinion, the IRS private letter ruling and/or any opinion may be invalid.

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Our ability to accurately and efficiently bill our customers is dependent on the successful operation of our billing systems and the third-party systems upon which we rely, such as our credit card processor, and our ability to provide these third parties the information required to process transactions.

To the extent there are increases in payment processing fees, disruptions in our or third-party payment processing systems;

errors in charges made to subscribers;

material changes in the payment ecosystem such as large reissuances of payment cards by credit card issuers and the introduction of new subscription management tools;

or significant changes to certifications, rules, regulations, industry standards or laws concerning payment processing;

or other changes that affect our billing systems, our ability to accept payments or retain users could be hindered, we could experience increased costs, and we could be subject to fines and civil liability, which could harm our reputation and adversely impact our revenues, operating expenses and/or results of operations.

In addition, our ability to offer new services or alternative-billing plans is dependent on our ability to customize our billing systems.

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If we are unable to meet these new standards, we could be unable to accept credit cards.

Further, the law relating to the liability of providers of online payment

services is currently unsettled and states may enact their own rules with which we may not comply.

Further, the law relating to the liability of providers of online payment services is currently unsettled and states may enact their own rules with which we may not comply.

Substantial losses due to fraud or our inability to accept credit card payments, which could cause our paid subscriber base to significantly decrease, could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows.

Moreover, the passage or adoption of any legislation or regulation affecting the ability of service providers to periodically charge consumers for, among other things, recurring subscription payments may materially adversely affect our business, financial condition and results of operations.

For example, under the Payment Services Regulation 2017, banks and other payment services providers must develop and implement strong customer authentication to check that the person requesting access to an account or trying to make a payment is permitted to do so.

Such regulations have impacted and could materially adversely affect our payment authorization rate, user journey, paying user conversion rates, and could also in the future affect our payment reversal rates.

Legislation or regulation regarding the foregoing, or changes to existing legislation or

regulation governing subscription payments, have been enacted or are being considered globally, including in many U.S.

states and by the Federal Trade Commission, as well as in certain EU countries and the UK (for example, the Digital Markets, Competition and Consumers Act 2024 in the UK, which grants new consumer enforcement powers and sets out new rules for subscription contracts).

While we monitor and attempt to comply with these legal developments, we have been in the past, and may be in the future, subject to claims under such legislation or regulation.

As a creator and a distributor of content over the internet, we face potential liability for legal claims based on the nature and content of the materials that we create or distribute.

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In some countries outside the U.S., we offer our services in the applicable local currency, including but not limited to the Canadian Dollar, the British Pound Sterling, the Australian Dollar, the Euro, the Japanese Yen, the Danish Krone, the Swedish Krona, and the Norwegian Krone, among others.

As a result, fluctuations in foreign currency exchange rates affect the results of our operations, which in turn may materially adversely affect reported earnings and the comparability of period-to-period results of operations.

As a result, fluctuations in foreign currency exchange rates affect the results of our

operations, which in turn may materially adversely affect reported earnings and the comparability of period-to-period results of operations.

Changes in currency exchange rates may also affect the relative prices at which we and foreign competitors sell our services in the same market.

In addition, changes in the value of the relevant currencies may affect the cost of certain items

required in our operations.

In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations.

Furthermore, we may become subject to exchange control regulations, which might restrict or prohibit our conversion of other currencies into U.S.

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Third parties from time to time copy content or other intellectual property or technology from our solutions without authorization and seek to use it for their own benefit.

We generally seek to address such unauthorized copying or use, but we have not always been successful in stopping all unauthorized use of our content or other intellectual property, or technology, and may not be successful in doing so in the future.

Further, we may not have been and may not be able to detect unauthorized use of our technology, content, or intellectual property, or to take appropriate steps to enforce our intellectual property rights.

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As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

The successful operation of our business depends upon the supply of critical business elements and marketing relationships from other companies.

The successful operation of our business depends upon the supply of critical business elements and relationships from other companies.

We depend upon third parties for critical elements of our business, including technology, infrastructure, customer service, and sales and marketing components.

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In addition, we rely on third-party platforms to facilitate and provide access to products sold through our sites.

Any disruption in the services provided by any of these suppliers, any adverse change in access to their platforms or services or in their terms and conditions of use or services, or any failure by them to handle current or higher volumes of activity could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

To obtain new customers, we have marketing agreements with operators of leading search engines and websites and employ the use of resellers to sell our products.

Our advertising operations rely on ad servers and ad exchanges, that could be disrupted, and providers of such services may leverage their power to alter the structure or operations of the ad servers and ad exchanges.

Any disruption in the services provided by any of these suppliers, any adverse change in access to their platforms or services or in their terms and conditions of use or services, any failure by them to handle current or higher volumes of activity, or any other issues with the services they provide could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

On February 6, 2026, we filed a lawsuit against Google LLC and Alphabet Inc.

alleging violations of antitrust laws, as well as unlawful deceptive acts or practices, common law fraud and unjust enrichment related, in part, to publisher ad servers and ad exchanges.

See Item 3 – Legal Proceedings for additional information.

There can be no assurance that we will be successful in this litigation, or in preventing Google and Alphabet from continuing the conduct alleged in the complaint.

Our business, brand, financial condition and results of operations may suffer as a result.

In addition, in order to obtain new customers, we have marketing agreements with operators of leading search engines and websites and employ the use of resellers to sell our products and services.

These arrangements typically are not exclusive and do not extend over a significant period of time.

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We have previously identified a material weakness in our internal controls, which we subsequently remediated.

We cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future.

cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future.

A material weakness in our internal controls could result in a material misstatement of our consolidated financial statements.

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We continually assess the strategic fit of our existing businesses and may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment.

These transactions pose risks

and challenges that could negatively impact our business.

Our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities poses risks and challenges that could negatively impact our business.

For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied.

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The resolution of these contingencies has not had a material effect on our financial statements but we cannot be certain that this favorable pattern will continue.

Potential indemnification liabilities to Consensus pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

We entered into a separation and distribution agreement and related agreements with Consensus to govern the separation and distribution of Consensus and the relationship between the two companies going forward.

Potential indemnification liabilities to third-parties could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

Occasionally, we enter into liability indemnification agreements with third-parties.

These agreements provide for specific indemnity and liability obligations of each party and could lead to disputes between the parties.

If we are required to indemnify Consensus under the circumstances set forth in these agreements, we may be subject to substantial liabilities.

In addition, with respect to the liabilities for which Consensus has agreed to indemnify us under these agreements, there can be no assurance that the indemnity rights we have against Consensus will be sufficient to protect us against the full amount of the liabilities, or that Consensus will be able to fully satisfy its indemnification obligations.

If we are required to indemnify a third-party under the circumstances set forth in these agreements, we may be subject to substantial liabilities.

In addition, with respect to the liabilities for which a third-party has agreed to indemnify us under these agreements, there can be no assurance that the indemnity rights we have against a third-party will be sufficient to protect us against the full amount of the liabilities, or that a third-party will be able to fully satisfy its indemnification obligations.

Each of these risks could negatively affect our businesses, financial condition, results of operations, and cash flows.

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This guidance often includes forward-looking statements based on projections prepared by our management.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and/or are based upon specific assumptions with respect to future business decisions, some of which will change.

specific assumptions with respect to future business decisions, some of which will change.

Some of those key assumptions relate to the macroeconomic environment, including inflation and interest rates, which are inherently difficult to predict.

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We are subject to laws and regulations affecting our domestic and international operations in a number of areas.

The application of existing domestic and international laws and regulations to us relating to issues such as labor, defamation, pricing, advertising, taxation, promotions, billing, e-commerce, consumer protection, accessibility, content regulation, data privacy, youth safety, export restrictions and sanctions, telecommunications, mobile communications and media, television, intellectual property ownership and infringement, real estate, anti-corruption, foreign exchange controls and cash repatriation restrictions, anti-competition, climate, environmental, health, safety, and accreditation, in many instances, is unclear or unsettled.

The application of existing domestic and international laws and regulations to us relating to issues such as labor, defamation, pricing, advertising, taxation, promotions, billing, e-commerce, consumer protection, accessibility, content regulation, data privacy, cybersecurity, AI, youth safety, export restrictions and sanctions, telecommunications, mobile communications and media, television, intellectual property ownership and infringement, real estate, anti-corruption, foreign exchange controls and cash repatriation restrictions, anti-competition, climate, environmental, health, safety, and accreditation, in many instances, is unclear or unsettled.

In addition, we will also be subject to any new laws and regulations directly applicable to our domestic and international activities.

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constitutional protections, or if international jurisdictions refuse to apply similar provisions in international lawsuits, we will be subject to a greater risk of liability, our costs of compliance with these regulations or to defend litigation may increase, or our ability to operate certain lines of business may be limited.

Cybersecurity, privacy, data security, consumer protection, and data protection laws are constantly evolving at the federal and state levels in the United States, as well as abroad.

In the United States, the CDA provides statutory protections to online service providers like us who distribute third-party content.

However, government authorities, elected officials, and political candidates have called for amendments to Section 230 of the CDA that would purport to limit or remove protections afforded to interactive computer service providers

and our current protections from liability for third-party content in the United States could decrease or change.

We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages.

We could also face fines, orders restricting or blocking our services in particular geographies, or other government-imposed remedies as a result of content hosted on our platform.

Furthermore, a portion of our business includes acquiring and selling personal data.

The acquisition and sale of data from or to third parties has become subject to increased regulatory scrutiny.

Therefore, obtaining and selling data from third parties carries risk to us as a data purchaser and reseller.

For example, as a data supplier, a portion of our business is currently required to register as a data broker under California, Oregon, Texas, and Vermont law and file reports with regulators, which exposes us to increased scrutiny.

Additionally, California’s Delete Act established a mechanism to allow California consumers to submit a single, verifiable request to delete all of their personal data held by all registered data brokers and their service providers.

Moreover, third-party data suppliers have recently been subject to increased litigation under various claims of violating certain state privacy laws.

These laws and challenges may make it so difficult for us and our suppliers to collect and sell data, and the costs associated with the data may materially increase, or the availability of such data that we or our data suppliers can provide may materially decrease.

Cybersecurity, data privacy, data security, consumer protection, data protection, and AI laws are constantly evolving at the federal and state levels in the United States, as well as abroad.

We are currently subject to such laws both at the federal and state levels in the U.S.

as well as similar laws in a variety of international jurisdictions.

For example, our use or sharing or certain data subjects us to the Video Privacy Protection Act ("VPPA"), the California Invasion of Privacy Act ("CIPA"), the California Consumer Privacy Act (the “CCPA”) as amended by the California Privacy Rights Act (the “CPRA”) and the General Data Protection Regulation (“GDPR”), as discussed more below.

For example, our use or sharing or certain data subjects us to the Video Privacy Protection Act ("VPPA"), the California Invasion of Privacy Act ("CIPA"), the California Consumer Privacy Act (the “CCPA”) as amended by the California Privacy Rights Act (the “CPRA”) and may subject us to additional comprehensive or sector-specific U.S.

state privacy laws, as well as international laws, including the General Data Protection Regulation (“GDPR”) and the EU Data Act.

The interpretation of these laws may be uncertain and may also impose conflicting obligations on us.

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If we were ever found to be in violation of these laws and regulations, or any other laws or regulations, our business, financial condition, operating results, and cash flows could be materially adversely affected.

Plaintiffs across the country have filed lawsuits arguing that websites and mobile applications are “places of public accommodation” under Title III of the Americans with Disabilities Act (“ADA”) and, as such, must include functionality to

make them accessible to and navigable by to persons with disabilities.

There is currently a split in the federal courts of appeal as to whether a website or mobile application can be a “place of public accommodation” under the ADA.

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We believe that many of our cloud services are “information services” under the Telecommunications Act of 1996 and related precedent, or, if not “information services”, that we are entitled to other exemptions.

In connection with our Cybersecurity & Martech business, we utilize data transmissions over public telephone lines and other facilities provided by third-party carriers.

In connection with our Cybersecurity & Martech business, we utilize data transmissions over public telephone lines and other facilities provided by

third-party carriers.

These transmissions are subject to foreign and domestic laws, regulations and requirements by the Federal Communications Commission (the “FCC”), state public utility commissions, foreign governmental authorities, and industry trade associations such as the CTIA.

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However, because we do not enjoy absolute exemption from liability under the TCPA and related FCC and FTC rules, we could face inquiries from the FCC and FTC or enforcement actions by these agencies, or private causes of action, if someone uses our service for such impermissible purposes.

If this were to occur and we were to be held liable for someone’s use of our service for unauthorized

calling or text messaging mobile users, the financial penalties could cause a material adverse effect on our operations and harm our business reputation.

If this were to occur and we were to be held liable for someone’s use of our service for unauthorized calling or text messaging mobile users, the financial penalties could cause a material adverse effect on our operations and harm our business reputation.

Also, in the United States, the Communications Assistance to Law Enforcement Act (“CALEA”) requires any telecommunications carriers to be capable of performing wiretaps and recording other call identifying information in cooperation with law enforcement.

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Any of these events could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

Government and private actions or self-regulatory developments may subject us to cybersecurity, privacy, data security, and data protection laws with uncertain interpretations as well as impose conflicting obligations on us and could adversely affect our ability to conduct our business.

The use of consumer data is a topic of active interest among federal, state, and international regulatory bodies, as well as by private parties, and the legal and regulatory environment is unsettled and evolving.

Privacy and cybersecurity laws, as well as self-regulatory developments may have uncertain interpretations and/or impose conflicting obligations on us and could adversely affect our ability to conduct our business, and may lead to regulatory investigations, government enforcement, and private actions.

The use of consumer data is a topic of active interest among federal, state, and international regulatory bodies, as well as private parties, and the legal and regulatory environment is unsettled and evolving.

Federal, state, and international laws and regulations govern the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our users.

Our privacy and cookie policies and practices concerning the collection, use, and disclosure of user data are posted on our websites.

Certain business units within our Digital Media Businesses and Connectivity business collect and sell data about their users’ online behavior, and the revenue associated with this activity could be impacted by government regulation and enforcement, industry trends, self-regulation, technology changes, consumer behavior and attitude, and private action.

We also use such information to work with our advertisers to more effectively target ads to relevant users and consumers, which ads command a higher rate.

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We append data from third-party sources to augment our user profiles.

If we are unable to acquire data from third-party sources for whatever reason, or if there is a marked increase in the cost of obtaining such data, our ability to personalize content and provide marketing solutions could be negatively impacted.

If we are unable to acquire data from third-party sources for whatever reason, if we are limited in use of such data, or if there is a marked increase in the cost of obtaining such data, our ability to personalize content and provide marketing solutions could be negatively impacted.

Our use or sharing of certain data places us at risk for claims, whether or not the claims have merit, under a number of other laws, including but not limited to the VPPA and the CIPA.

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We cannot reliably predict the courts' or arbitrators' view of the theories asserted in the cases brought against us under the VPPA or CIPA and defending against them in court or in arbitration could substantially increase our legal costs and potential liability, and risk-mitigation measures to curb such claims could cause our revenues to decline and adversely affect our operating results.

Numerous other countries have, or are developing, laws governing the collection, use and transmission of personal information as well.

For example, we are subject to the GDPR which governs the collection and use of personal data in the

European Union (“EU”), including by companies outside of the European Union.

Numerous other countries have, or are developing, laws governing the collection, use and transmission of personal information.

For example, we are subject to the GDPR which governs the collection and use of personal data in the European Union (“EU”), including by companies outside of the European Union.

The GDPR harmonizes EU data privacy laws and contains significant obligations and requirements that have resulted in a greater compliance burden with respect to our operations and data use in Europe, which will continue to increase our costs.

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The GDPR also prohibits data transfers from the EU to other countries outside of the EU, including the United States, without appropriate security safeguards and practices in place, creates mandatory breach notification requirements under certain circumstances, enhances enforcement authority and imposes large penalties for noncompliance.

The UK has implemented data protection laws that are broadly equivalent to the GDPR, and many other jurisdictions have adopted GDPR-style privacy regimes that impose similarly stringent obligations.

These laws can increase compliance costs, constrain our operations, and require changes to our products, processes and vendor arrangements.

Non-compliance may result in investigations, corrective orders and material fines, as well as litigation and reputational harm.

Additionally, on March 25, 2022, the U.S.

and European Commission announced that they had agreed in principle to a new Trans-Atlantic Data Privacy Framework (the “TDPF”) to enable trans-Atlantic data flows and address the concerns raised in the Schrems II decision.

To implement the commitments of the U.S.

under the TDPF, in October 2022, President Biden signed an Executive Order on Enhancing Safeguards for the United States Signals Intelligence Activities (the Executive Order).

This subsequently prompted the European Commission to formally launch the process to adopt an adequacy decision based on the Executive Order in December 2022, and the adequacy decision was adopted on July 10, 2023.

This subsequently prompted the

European Commission to formally launch the process to adopt an adequacy decision based on the Executive Order in December 2022, and the adequacy decision was adopted on July 10, 2023.

The TDPF has been recognized as adequate under the E.U.

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that have self-certified to the framework.

However, the TDPF is subject to legal challenges and may be struck down by the EU courts.

However, the TDPF remains subject to legal challenges and could be invalidated by EU courts, which could increase compliance costs and could disrupt or restrict our cross-border data transfers.

We have put into place various alternative frameworks and grounds on which to rely in order to be in compliance with relevant law for the transfer of data from overseas locations to the United States, including reviewing our data collection process and procedures and putting into place Data Processing Agreements that incorporate Standard Contractual Clauses as well as supplementary measures with vendors, partners and other third parties.

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The CPRA took effect on January 1, 2023.

A number of other states have enacted or are considering enacting similar privacy, data protection and information security laws, which may subject us to additional requirements and restrictions that could have an impact on our business, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S.

As of January 19, 2026, other states have enacted, and more are considering similar privacy, data protection and information security laws, which may subject us to additional requirements and restrictions that could have an impact on our business, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S.

jurisdictions in which we operate.

Additionally, Washington state has enacted a health and location data privacy law, and other states are considering similar legislation.

Additionally, several states have enacted health-specific privacy laws or strengthened protection of health- and location-related data, and other states are considering similar legislation.

Congress is considering legislation that may preempt some or all of such U.S.

state privacy laws, providing a more robust private right of action.

state privacy laws, but provide a more robust private right of action.

In certain instances, we may be subject to enhanced privacy obligations based on the type of information we store and process.

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These regulations seek, among other things, to allow consumers to have greater control over the use of private information collected online, to forbid the collection or use of online information, to demand a business to comply with their choice to opt out of such collection or use, and to place limits upon the disclosure of information to third-party websites.

Similarly, exercise of the “Do Not Sell” right under the CCPA limits a business’ ability to monetize certain personal information collected online.

Such laws and regulations could have a significant impact on the operation of our

advertising and data businesses.

Similarly, exercise of the “Do Not Sell” right under the CCPA and other state privacy laws limits a business’ ability to monetize certain personal information collected online.

Such laws and regulations could have a significant impact on the operation of our advertising and data businesses.

regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities that utilize cookies or other tracking tools.

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This could cause our revenues to decline and adversely affect our operating results.

and foreign governments have enacted or considered or are considering legislation or regulations that could significantly restrict our ability to collect, augment, analyze, use, and share de-identified or anonymous data, which could increase our costs and reduce our revenue.

While we work to comply with all applicable law and relevant “best practices” addressing cybersecurity, privacy, data security, consumer protection, and data protection, this is an area of the law that is constantly evolving as are the relevant industry codes and threat matrix.

Moreover, U.S.

and foreign governments have enacted or considered or are considering

legislation or regulations that could significantly restrict our ability to collect, augment, analyze, use, and share de-identified or anonymous data, which could increase our costs and reduce our revenue.

Additionally, the EU Data Act may apply to our products and services and could require us to provide users (and, at their direction, third parties) with access to and portability of certain data.

Compliance may require changes to our systems, APIs, access controls, security measures and support processes, which could increase costs and introduce new operational and cyber-security risks.

The EU Data Act may also limit our ability to use and monetize data by reducing exclusivity over certain datasets, enabling customers and third parties to reuse data, including in competing offerings, and imposing prescriptive contractual and process requirements.

These obligations could lead to disputes over scope, timing, security standards, trade secret protections, technical feasibility and commercial terms.

Regulators may investigate and impose orders and penalties for non-compliance.

Any of these factors could materially and adversely affect our business, financial condition and results of operations.

While we work to comply with all applicable law and relevant “best practices” addressing cybersecurity, data, privacy, data security, consumer protection, and data protection, this is an area of the law that is constantly evolving as are the relevant industry codes and threat matrix.

Further it is possible that applicable law and “best practices” are interpreted in an inconsistent or conflicting manner either by differing federal, state or international authorities or across the jurisdictions in which we operate.

Some privacy laws are currently being challenged and litigation in this space could impact the privacy rights of our community, including modifying the ability of third parties to obtain private communications between users, which in turn may negatively impact users' experience, trust, and satisfaction and decrease their engagement with our products.

Further, failure or perceived failure by us to comply with our policies, applicable requirements, or industry self-regulatory principles related to the collection, use, sharing, or security of personal information, or other privacy, data-retention or data protection matters could result in a loss of user confidence in us, damage to our brands, and ultimately in a loss of users and advertising partners, which could adversely affect our business.

Further, failure or perceived failure by us to comply with our policies, applicable laws and regulatory requirements, or industry self-regulatory principles related to the collection, use, sharing, or security of personal information, or other privacy, data, data-retention or data protection matters could result in a loss of user confidence in us, damage to our brands, and ultimately in a loss of users and advertising partners, which could adversely affect our business.

Changes in these or any other laws and regulations or the interpretation of them could increase our future compliance costs, limit the amount and type of data we can collect, transfer, share, or sell, make our products and services less attractive to our users, or cause us to change or limit our business practices.

Further, any failure on our part to comply with any relevant laws or regulations may subject us to significant civil or criminal liabilities.

Online applications are subject to various laws and regulations relating to children's privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.

There are a variety of laws and regulations, some of which have been adopted in recent years, aimed at protecting children using the internet, such as Article 8 of the GDPR/UK GDPR, the EU Digital Services Act, the UK Online Safety Act, the Australia Social Media Ban and the California Age-Appropriate Design Code Act.

Although our products and services are intended for and targeted to adults only and we implement a combination of measures designed to prevent minors from gaining access to our application, no assurances can be given that such measures will be sufficient to completely avoid allegations of violations of such laws and regulations, any of which could expose us to significant liability, penalties, reputational harm and loss of revenue, among other things.

Moreover, new regulations, or changes to existing regulations, could increase the cost of our operations and materially adversely affect our business, financial condition and results of operations.

We face potential liability related to the privacy and security of health-related information we collect from, or on behalf of, our consumers and customers.

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We have procedures and technology in place intended to safeguard the information we receive from customers and users of our services from unauthorized access or use.

The Privacy Standards and Security Standards under the HIPAA establish a set of basic national privacy and security standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as “covered entities”, and the business associates with whom such covered entities contract for services.

The Privacy Standards and Security Standards under HIPAA establish a set of basic national privacy and security standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as “covered entities”, and the business associates with whom such covered entities contract for services.

Notably, whereas HIPAA previously directly regulated only these covered entities, the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) made certain of HIPAA’s Privacy and Security Standards directly applicable to covered entities’ business associates.

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Since these clients disclose protected health information to our subsidiaries so that those subsidiaries can provide certain services to them, those subsidiaries are business associates of those clients.

In addition, we may sign business associate agreements in connection with the provision of the products and services developed for other third parties or in connection with certain of our other services that may transmit or store protected health information.

In addition, we may sign business associate agreements in connection with

the provision of the products and services developed for other third parties or in connection with certain of our other services that may transmit or store protected health information.

Failure to comply with the requirements of HIPAA, HITECH, regulations promulgated under HIPAA and HITECH (including but not limited to the HIPAA Privacy and Security Rules and the Health Breach Notification Rule), or any of the applicable federal and state laws and regulations regarding patient or consumer health privacy, identity theft prevention and detection, breach notification and data security may subject us to penalties, including civil monetary penalties and, in some circumstances, criminal penalties or contractual liability under agreements with our customers and clients.

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Existing and future laws and regulations affecting the healthcare industry could create unexpected liabilities for us, cause us to incur additional costs, and restrict our operations.

Many healthcare laws are complex, and their application may not be clear.

Many healthcare laws are complex, and their application may not

Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply with such laws and regulations, could create liability for us.

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The federal healthcare programs’ anti-kickback provisions prohibit any person or entity from willingly offering, paying, soliciting, or receiving anything of value, directly or indirectly, to induce or reward, or in return for either the referral of patients covered by Medicare, Medicaid, and other federal healthcare programs or the leasing, purchasing, ordering or arranging for or recommending the lease, purchase or order of any item, good, facility or service covered by these programs.

Many states also have similar anti-kickback laws that are not necessarily limited to items or

services for which payment is made by a federal healthcare program.

Many states also have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal healthcare program.

Our sale of advertising and sponsorships to healthcare providers potentially implicates these laws.

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As a result, such technologies and tools are reducing the number of display advertisements that we are able to deliver or our ability to serve our interest-based advertising and this, in turn, could reduce our advertising revenue and operating results.

Adoption of these types of technologies by more of our users could have a material impact on our revenues.

Adoption of these types of technologies

by more of our users could have a material impact on our revenues.

We have implemented third-party products to combat these ad-blocking technologies and are developing other strategies to address advertisement blocking.

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We or our third-party service providers may be exposed to the risk of click fraud, invalid traffic or other clicks, actions or conversions that advertisers may perceive as undesirable.

If fraudulent or other malicious activity is perpetrated by others and we or our third-party service providers are unable to detect and prevent it,

or choose to manage traffic quality in a way that advertisers find unsatisfactory, the affected advertisers may experience or perceive a reduced return on their investment in our advertising programs which could lead the advertisers to become dissatisfied with our advertising programs and they might refuse to pay, demand refunds, or withdraw future business.

If fraudulent or other malicious activity is perpetrated by others and we or our third-party service providers are unable to detect and prevent it, or choose to manage traffic quality in a way that advertisers find unsatisfactory, the affected advertisers may experience or perceive a reduced return on their investment in our advertising programs which could lead the advertisers to become dissatisfied with our advertising programs and they might refuse to pay, demand refunds, or withdraw future business.

Undetected click fraud could damage our brands and lead to a loss of advertisers and revenue.

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To some extent, our future performance is subject to general and regional economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

We cannot ensure that we will generate cash flow from operations, or that future borrowings will be available, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

We cannot ensure that we will generate cash flow from

operations, or that future borrowings will be available, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital or restructure or refinance our indebtedness.

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Holders of our Convertible Notes have the right to require us to repurchase all or a portion of their notes in the applicable series upon the occurrence of a fundamental change (as defined in the indentures governing such notes) before the maturity date at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any.

In addition, upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our

common stock to settle such conversion, we will be required to make cash payments in respect of the Convertible Notes being converted.

In addition, upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our common stock to settle such conversion, we will be required to make cash payments in respect of the Convertible Notes being converted.

We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases or redemptions of our outstanding notes, and the conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

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Repurchasing our common stock will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate purposes.

actual timing, number and value of shares repurchased will depend on various factors, including the market price of our common stock, trading volume, general market conditions, and other corporate and economic considerations.

The actual timing, number and value of shares repurchased will depend on various factors, including the market price of our common stock, trading volume, general market conditions, and other corporate and economic considerations.

Future sales of our common stock may negatively affect our stock price.

As of February 21, 2025, substantially all of our outstanding shares of common stock were available for resale, subject to volume and manner of sale limitations applicable to affiliates under SEC Rule 144.

Substantially all of our outstanding shares of common stock are available for resale, subject to volume and manner of sale limitations applicable to affiliates under SEC Rule 144.

Sales of a substantial number of shares of common stock on the public market or the perception of such sales could cause the market price of our common stock to decline.

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• Rumors, gossip, or speculation published online;

• General market conditions, including prolonged or increased inflation;

• General market conditions, including interest rates and prolonged or increased inflation;

• Geopolitical events such as war, threat of war, or terrorist actions;

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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-K

Item 1A. Risk Factors