What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-24 compared with 2025-02-25 · 159 added, 186 removed, 364 unchanged (49% of the section changed)

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Our business specializes in the technology, shopping, gaming and entertainment, healthcare, and connectivity markets, offering content, tools, and services to consumers and businesses and provides internet-delivered cloud-based services to consumers and businesses including cybersecurity, privacy, and marketing technology.

Following changes to our internal reporting structure, the Company concluded that it has five operating segments which are now presented as the following five reportable segments:

The Company has five operating segments which are presented as the following five reportable segments:

1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech.

The current reportable segments of Technology & Shopping, Gaming & Entertainment, Health & Wellness, and Connectivity previously were included in a Digital Media reportable segment.

Prior period segment information is presented on a comparable basis to conform to this new segment presentation with no effect on previously reported consolidated results.

Refer to Note 17 — Segment Information for additional detail.

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We license our proprietary technology, data, and intellectual property to third parties for various purposes.

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

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

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

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

Years ended December 31,

2024 2023 2022

Technology & Shopping

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Subscription and licensing 59,323 59,468 54,747

Other 23 20 —

Total Gaming & Entertainment revenues $ 183,558 $ 180,276 $ 168,821

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Subscription and licensing $ 273,115 $ 283,502 $ 291,209

Other 4,913 — —

Total Cybersecurity & Martech revenues $ 278,028 $ 283,502 $ 291,209

Corporate $ — $ — $ —

Total Revenues $ 1,451,268 $ 1,401,688 $ 1,364,028

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

Performance Metrics

We use certain metrics to generally assess the operational and financial performance of our businesses.

For our advertising and performance marketing businesses, net advertising and performance marketing revenue retention is an indicator of our ability to retain the spend of our existing advertisers year over year, which we view as a reflection of the effectiveness of our advertising and performance marketing platforms.

These metrics are described in further detail below and are used by management in managing and monitoring the performance of each reportable segment when the respective revenues category is significant to the revenues of the reportable segment overall.

For advertising and performance marketing revenues, these metrics are used for the Technology & Shopping, Gaming & Entertainment, and Health & Wellness reportable segments.

For subscription and licensing revenues, these metrics are used for the Gaming & Entertainment, Health & Wellness, Connectivity, and Cybersecurity & Martech reportable segments.

Since all revenues are not reflected in these metrics, management does not use these metrics on a consolidated basis to evaluate performance, but rather uses them on a reportable segment basis as shown further below.

Advertising and Performance Marketing - For our advertising and performance marketing performance, management has identified net advertising and performance marketing revenue retention, the number of customers, and quarterly revenue per customer as relevant to investors’ and others’ assessment of our financial condition and results of operations.

Net advertising and performance marketing revenue retention is an indicator of our ability to retain the spend of our existing advertisers year over year, which we view as a reflection of the effectiveness of our advertising and performance marketing platforms.

Similarly, we monitor the number of our customers and the revenue per customer, as defined below, as these metrics provide further details related to our reported revenue and contribute to certain of our business planning decisions.

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$ 116,332 $ 115,604

Net advertising and performance marketing revenue retention (1)

77.4 % 67.0 %

Customers (2)

Quarterly revenue per customer (3)

$ 99,130 $ 91,668

Consolidated Total

Net advertising and performance marketing revenue retention (1)

92.0 % 87.1 %

Customers (2)

Quarterly revenue per customer (3)

$ 135,762 $ 119,975

(1) Net advertising and performance marketing revenue retention equals (i) the trailing twelve month revenue recognized related to prior year customers in the current year period (excluding revenue from acquisitions during the stub period) divided by (ii) the trailing twelve month revenue recognized related to prior year customers in the prior year period (excluding revenue from acquisitions during the stub period).

This excludes customers that generated less than $10,000 of revenue in the measurement period.

(2) Excludes customers that spent less than $2,500 in the quarter.

(1) Net advertising and performance marketing revenue retention equals (i) the trailing twelve month revenues recognized related to prior year customers in the current year period (excluding revenues from acquisitions during the stub period) divided by (ii) the trailing twelve month revenues recognized related to prior year customers in the prior year period (excluding revenues from acquisitions during the stub period).

This excludes customers that generated less than $10,000 of revenues in the measurement period.

(2) Excludes customers that generated less than $2,500 in the quarter.

(3) Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2).

For our subscription and licensing businesses, the number of customers that we serve is an indicator of our customer retention and growth.

The average monthly revenue per customer and the churn rate also contribute to insights that contribute to certain of our business planning decisions.

The following table sets forth certain key operating metrics for the subscription and licensing revenues based on the reportable segment for the three months ended December 31, 2024 and 2023:

Subscription and Licensing - For our subscription and licensing performance, management has identified the number of customers and average quarterly revenue per customer as relevant to investors’ and others’ assessment of our financial condition and results of operations.

We believe that the number of customers that we serve is an indicator of our customer retention and growth.

We believe the average monthly revenue per customer provides insights that contribute to certain of our business planning decisions.

Beginning in the first quarter of 2025, management no longer uses Subscription and Licensing churn rate in its assessment of broad performance of each reportable segment.

Management no longer analyzes churn rate broadly because it believes that the number of total customers is a more meaningful reportable segment level metric due to the impact of expiring licenses on the metric.

Additionally, due to the nature of certain of the Company’s services, changes in our customer base are expected and do not have significant financial implications to the Company as the Company generally does not have significant upfront customer acquisition costs for these customers.

The following table sets forth certain key operating metrics for subscription and licensing revenues based on the reportable segment for the three months ended December 31, 2025 and 2024:

Three months ended December 31,

Technology & Shopping

Customers (in thousands) (1)(2)

Average quarterly revenue per customer (2)(3)

$10,011 $17,272

Churn rate (2)(4)

Gaming & Entertainment

Customers (in thousands) (1)(2)

Customers (1)(2)

524,000 600,000

Average quarterly revenue per customer (2)(3)

$30.63 $26.65

Churn rate (2)(4)

Health & Wellness

Customers (in thousands) (1)(2)

Customers (1)(2)

1,878,000 1,771,000

Average quarterly revenue per customer (2)(3)

Churn rate (2)(4)

Customers (in thousands) (1)(2)

Customers (1)(2)

25,000 25,000

Average quarterly revenue per customer (2)(3)

$2,098 $1,915

Churn rate (2)(4)(5)

Cybersecurity & Martech

Customers (in thousands) (1)(6)

Average quarterly revenue per customer (3)

Customers (1)(4)

1,228,000 1,253,000

Churn rate (4)

Consolidated Total

Customers (in thousands) (1)(2)(6)

Average quarterly revenue per customer (3)

$55.62 $55.11

Churn rate (2)(4)(5)

(1) Represents the quarterly average of the end of month customer counts.

Customers associated with each reportable segment may not foot precisely since each is presented independently.

(1) Represents the quarterly average of the end of month customer counts (rounded).

(2) The metric includes the sale of perpetual software licenses, when applicable, revenue for which is recorded at a point-in time rather than over-time.

(3) Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1).

(4) Churn rate is calculated as (i) the average revenue per customer in the prior month multiplied by the number of cancellations in the current month, calculated at each business and aggregated;

divided by (ii) subscription and licensing revenue in the current month, calculated at each business and aggregated.

(5) The churn rate calculation for Connectivity includes the sum of the monthly revenue from the specific cancelled agreements in the numerator.

(4) Resellers within Cybersecurity & Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.

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Advertising and Performance Marketing

Advertising and performance marketing revenues are earned primarily from the delivery of advertising services and from marketing, performance marketing, production services.

Advertising and performance marketing revenues are earned primarily from the delivery of advertising services and from marketing, performance marketing, and production services.

Revenues from the delivery of advertising services are earned on websites and applications that are owned and operated by the Company and on those websites and applications that are part of the Company’s advertising network.

Revenues are primarily earned by generating traffic to the Company’s websites, apps, and third-party platforms on which brands of the Company have a presence and monetizing this traffic.

Revenues are primarily earned by generating traffic to the Company’s websites, apps, and third-party platforms on which brands of the Company have a presence and monetize this traffic.

The value provided to the customer is primarily derived from the provision of traffic the Company generates from its specific content within each vertical, as well as data obtained by the website or app traffic.

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

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

The 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customer (“ASC 606”).

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

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

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

The Company records revenue on a net basis with respect to revenue earned from servicing client gift card programs where we collect the total value of the gift card on our customers’ behalf.

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

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

Subscription and Licensing

Revenues from subscriptions are earned through (i) the granting of access to, or delivery of, data products or services to customers;

(ii) usage-based fees, and (iii) reselling various third-party solutions, primarily through the Company’s email security line of business.

Revenues from subscriptions are earned through (i) the granting of access to, or delivery of, data products or services to customers, (ii) usage-based fees, and (iii) reselling various third-party solutions, primarily through the Company’s email security line of business.

Subscriptions cover video games and related content, health information, data, and other copyrighted material.

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

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

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.

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

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

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

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

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

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

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

Business Combinations

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Goodwill and Indefinite-Lived Intangible Assets

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist.

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist.

The Company tests goodwill for impairment annually on October 1st at the reporting unit level, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business.

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If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference.

During the years ended December 31, 2024, 2023, and 2022, the Company recorded a goodwill impairment of $85.3 million, $56.9 million and $27.4 million, respectively.

During the year ended December 31, 2025, on its annual assessment date, 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 year ended December 31, 2025.

The Company also performed an interim quantitative test as of December 31, 2025 on one of its reporting units within its Technology & Shopping reportable segment and the fair value was in excess of its carrying value and no impairment was recorded.

Following the impairment at one reporting unit within the Cybersecurity & Martech reportable segment, there was no excess fair value over carrying value at that reporting unit.

Goodwill at this reporting unit was $160.4 million as of December 31, 2025.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of December 31, 2025.

Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

During the years ended December 31, 2024 and 2023, the Company recorded a goodwill impairment of $85.3 million and $56.9 million, respectively, within its Technology & Shopping reportable segment.

In each period, the fair value of the reporting unit 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.

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Refer to Note 8 — Goodwill and Intangible Assets to the Notes to Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K.

Following the impairments at the two reporting units within the Technology & Shopping reportable segment during the year ended December 31, 2024, there was no excess of fair value over the carrying value at those reporting units.

So any further decrease in estimated fair value of these two reporting units will result in an additional impairment charge to goodwill.

Goodwill for these two reporting units was $322.1 million as of December 31, 2024.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of December 31, 2024.

The Company did not have intangible assets with indefinite lives during years ended December 31, 2025, 2024, and 2023.

Long-lived Assets

The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets, and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets, and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset.

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In the past, we have divested certain businesses that we determined were no longer consistent with the Company’s focus or that no longer aligned with the current or expected business performance of the Company’s other businesses.

We are monitoring ongoing developments surrounding international trade and the macroeconomic environment.

As a result of volatility in international trade and financial markets, we may experience direct and/or indirect effects on our business, operations, and financial results.

Our past results may not be indicative of our future performance, and our financial results may differ materially from historical trends.

The following table sets forth, for the years ended December 31, 2025 and 2024, information derived from our Statements of Operations as a percentage of revenues.

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Interest expense, net (2) (1)

Loss on investments, net (1) (2)

Other income (loss), net — (1)

Income from continuing operations before income tax expense and income (loss) from equity method investment 6 6

Gain on debt extinguishment, net — —

Loss on sale of businesses (4) —

Gain (loss) on investments, net — (1)

Provision for credit losses on investments (1) —

Other (loss) income, net — —

Income before income tax expense and (loss) income from equity method investment 6 6

Income tax expense (2) (3)

Income (loss) from equity method investment, net of tax 1 (1)

Net income from continuing operations 4% 3%

(Loss) income from equity method investment, net of tax (1) 1

Net income 3% 4%

Years ended December 31,

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Revenues $ 1,451,268 $ 1,401,688 3.5%

Our revenues primarily consist of revenues from (i) advertising and performance marketing revenues, which are earned from the delivery of advertising services, marketing, performance marketing, and production services, and (ii) subscription and licensing revenues, which are earned through the granting of access to, or delivery of, certain data products or services to customers, usage-based fees, and by reselling various third-party solutions, primarily through the email security line of the Company.

Subscription and licensing revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services.

Our revenues increased for the year ended December 31, 2024 compared to the prior period primarily due to a $30.7 million increase in advertising and performance marketing revenue driven primarily by an increase of $34.9 million in our Technology & Shopping reportable segment and a $6.7 million increase in our Gaming & Entertainment reportable segment, partially offset by a decline of $9.7 million in our Health & Wellness reportable segment.

Subscription and licensing revenues increased $12.1 million due primarily to an increase of $8.4 million in our Health & Wellness reportable segment, $6.7 million in our Connectivity reportable segment, and $4.7 million in our Gaming & Entertainment reportable segment, partially offset by a decrease of $6.6 million in our Cybersecurity & Martech reportable segment.

Included in the revenue during the year ended December 31, 2024 was $83.2 million of incremental revenue contributed by businesses acquired during 2024.

Our revenues consist of revenues from (i) advertising and performance marketing revenues, which are earned from the delivery of advertising services, marketing, performance marketing, and production services, and (ii) subscription and licensing revenues, which are earned through the granting of access to, or delivery of, certain data products or services to customers, usage-based fees, and by reselling various third-party solutions, primarily through the Company’s email security line of business.

Subscription and licensing revenues primarily consist of revenues from “fixed” customer subscription and licensing revenues and “variable” revenues generated from actual usage of our services.

Our revenues increased for the year ended December 31, 2025 compared to the prior period primarily due to a $45.7 million increase in advertising and performance marketing revenue driven primarily by an increase of $36.3 million in our Health & Wellness reportable segment and a $5.3 million increase in our Technology & Shopping reportable segment.

Subscription and licensing revenues increased $13.0 million due primarily to an increase of $16.1 million in our Connectivity reportable segment, $4.2 million in our Health & Wellness reportable segment, and $3.3 million in our Technology & Shopping reportable segment, partially offset by a decrease of $10.4 million in our Cybersecurity & Martech reportable segment.

Other revenues decreased $9.2 million due primarily to a $13.9 million decrease in the Technology & Shopping reportable segment, partially offset by a $4.9 million increase in the Cybersecurity & Martech reportable segment as a result of a current year acquisition.

Included in revenue during the year ended December 31, 2025 was $34.5 million of incremental revenue contributed by businesses acquired during 2025.

Years ended December 31,

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As a percent of revenues

Direct costs represent the company’s cost of revenue and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, and

processing fees.

The increase in direct costs for the year ended December 31, 2024 compared to the prior period was primarily due to a $5.5 million increase in processing fees, a $4.6 million increase in royalties, and a $2.7 million increase in database hosting costs.

Direct costs represent the Company’s cost of revenues and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, and processing fees.

The increase in direct costs for the year ended December 31, 2025 compared to the prior period was primarily due to a $3.0 million increase in cloud computing, software, and other related expenses, a $2.4 million increase in award costs due to customer shift toward higher-cost programs, and a $2.3 million increase in professional and other third-party services, partially offset by a $2.8 million decrease in advertising and marketing related expenses.

Sales and Marketing

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Sales and marketing

$ 543,325 $ 519,694 4.5%

As a percent of revenues

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Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click, and cost-per-acquisition) advertising relationships with an array of online service providers.

The increase in sales and marketing expenses during the year ended December 31, 2024 compared to the prior period was primarily due to a $28.7 million increase in salaries, benefits, and other employee expenses related primarily to acquisitions in the period and severance costs, including those associated with a voluntary buyout program, and a $5.0 million increase in expenses for software purchases.

The increase in sales and marketing expenses during the year ended December 31, 2025 compared to the prior period was primarily due to an $8.5 million increase in professional and other third-party services, a $7.4 million increase in partner payments, a $3.8 million increase in advertising and marketing related expenses, and a $2.9 million increase in salaries, benefits, and other employee expenses.

Research, Development, and Engineering

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As a percent of revenues

Research, development, and engineering costs consist primarily of personnel-related expenses.

The decrease in research, development, and engineering costs for the year ended December 31, 2024 compared to the prior period was primarily due to a $1.4 million decrease in salaries, benefits, and other employee expenses primarily as a result of an increase in capitalized costs related to the nature of projects in 2024 as compared with projects in 2023.

Research, development, and engineering costs consist primarily of salaries, benefits, and other employee expenses.

The decrease in research, development, and engineering costs for the year ended December 31, 2025 compared to the prior period was primarily due to a $8.7 million decrease in salaries, benefits, and other employee expenses primarily as a result of lower severance, and a $1.5 million decrease in professional and other third-party services, partially offset by a $4.7 million increase in cloud computing, software, and other related expenses.

General, Administrative, and Other Related Costs

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As a percent of revenues

General, administrative, and other related costs consist primarily of personnel-related expenses including share-based compensation and severance, changes in the fair value associated with contingent consideration, bad debt expense, professional fees, and insurance costs.

The increase in general, administrative, and other related costs for the year ended December 31, 2024 compared to the prior period was primarily due to $13.1 million higher salaries, benefits, and other employee expenses driven primarily by higher share-based compensation expense and a $5.4 million increase in third-party debt modification costs, acquisition-related fees, and other legal-related fees, partially offset by a $6.1 million decrease in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses and a $3.7 million decrease in office related expenses.

General, administrative, and other related costs consist primarily of salaries, benefits, and other employee expenses including share-based compensation and severance, changes in the fair value associated with contingent consideration, bad debt expense, professional fees, and insurance costs.

The increase in general, administrative, and other related costs for the year ended December 31, 2025 compared to the prior period was primarily due to a $5.2 million increase in professional and other third-party services due to ongoing litigations, a $3.3 million increase in other expenses, and a $2.2 million increase in cloud computing, software, and other related expenses, partially offset by a $4.2 million decrease in salaries, benefits, and other employee expenses.

The increase in other expenses was primarily driven by a $6.1 million decrease in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses in 2024 that did not recur in 2025 and partially offset by a $2.8 million reduction in contingent consideration accrual in 2025 for the business acquired in 2023.

Depreciation and Amortization

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Depreciation and amortization costs consist of depreciation related to property and equipment, including internally developed software, as well as amortization of intangible assets recorded in connection with business acquisitions, and other intangible assets of the Company.

The decrease in depreciation and amortization costs for the year ended December 31, 2024 compared to the prior period was primarily due to a decline of $27.4 million in amortization expense as assets became fully

amortized and due to a decline in the amortization of customer relationships as more amortization expense is recognized earlier in the useful life based on estimated economic benefit.

The increase in depreciation and amortization costs for the year ended December 31, 2025 compared to the prior period was primarily due to a $14.2 million increase in depreciation expense as capitalized software was placed in service and a $4.0 million increase in amortization expense primarily as a result of new intangible assets acquired in 2024 whereby a full year of amortization is included in the 2025 results.

Goodwill Impairment

Goodwill impairment was $85.3 million and $56.9 million for the years ended December 31, 2024 and 2023, respectively.

The goodwill impairment during all periods was related to reporting units within the Technology & Shopping reportable segment.

Goodwill impairment was $17.6 million for the year ended December 31, 2025 and related to a reporting unit within the Cybersecurity & Martech reportable segment.

Goodwill impairment was $85.3 million for the year ended December 31, 2024, and related to reporting units within the Technology & Shopping reportable segment.

Refer to Note 8 — Goodwill and Intangible Assets to the Notes to Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K for further details.

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Interest expense, net $ (25,910) $ (13,988) 85.2%

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

Loss on investments, net (7,654) (28,138) (72.8)%

Other income (loss), net 4,968 (9,468) (152.5)%

Total non-operating (expense) income $ (20,454) $ (57,637) (64.5)%

Loss on sale of businesses (57,988) (3,780) NM

Gain (loss) on investments, net 5,018 (7,654) NM

Provision for credit losses on investments (17,566) — (100%)

Other (loss) income, net (5,893) 4,968 NM

Total non-operating (expense) income $ (102,339) $ (20,454) NM

Interest expense, net .

Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from interest earned on cash, cash equivalents, and investments.

Interest expense, net decreased during the year ended December 31, 2024 compared to the prior period primarily due to the absence from the 2024 results of a non-recurring $7.7 million of interest expense related to the 1.75% Convertible Notes at a rate of 0.50% per annum recorded in the prior period.

See Note 9 — Debt to the Notes to Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K for further details.

Loss on sale of business.

Loss on sale of business during the year ended December 31, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Loss on investments, net.

Loss on investments, net is generated from realized and unrealized gains or losses from investments in equity and debt securities.

Loss on investment, net recorded in 2024 and 2023 includes the change in the fair value of the Company’s investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of Consensus common stock, which occurred during the second quarter of 2024.

Interest expense, net increased during the year ended December 31, 2025 compared to the prior period primarily due to the lower interest income as a result of a decline in cash equivalents during the period and a reduction in interest rates.

Loss on sale of businesses.

Loss on sale of businesses during the year ended December 31, 2025 represents the loss on sale of our video game publishing business within the Technology & Shopping reportable segment.

Loss on sale of businesses during the year ended December 31, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

(Gain) loss on investments, net.

Gain (loss) on investments, net is generated from realized and unrealized gains or losses from investments in equity and debt securities.

Gain on investments, net recorded during the year ended December 31, 2025 related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla) and the sale of an immaterial equity method investment.

Loss on investment, net recorded during the year ended December 31, 2024 related to the change in the fair value of the Company’s investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Provision for credit losses on investments.

Provision for credit losses on investments during the year ended December 31, 2025 was generated from a provision for credit losses on the total amortized cost of the investment in a corporate debt security and related accrued interest receivable.

Other income (loss), net .

Other income (loss), net is generated primarily from miscellaneous items and gains or losses on foreign currency.

The change was primarily attributable to a reversal of a reserve established in connection with deferred consideration from a buyer of a previously disposed business during 2024 and changes in gains or losses on foreign currency.

The change was primarily attributable to changes in gains or losses on foreign currency.

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing), and different tax rates in the various jurisdictions in which we operate.

The tax bases of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.

The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.

When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.

1 unchanged sentence

The Company estimates that all of the above-mentioned federal NOLs will be available for use before their expiration.

$3.2 million of the NOLs expire through the year 2031 depending on the year the loss was incurred.

$2.0 million of the NOLs expire through the year 2031 with the remainder able to be carried forward indefinitely, depending on the year the loss was incurred.

Additionally, the Company had tax-effected NOLs, net of valuation allowance of $1.7 million for foreign tax jurisdictions and $5.5 million for state tax jurisdictions.

As of December 31, 2025, the Company had federal capital loss limitation carryforwards of $10.3 million that begin to expire in 2026.

3 unchanged sentences

Our effective tax rates for 2025 and 2024 were 31.5% and 44.4%, respectively.

The change in the annual effective income tax rate in 2024 compared to prior period was primarily attributable to the following:

a larger goodwill impairment recognized for book purposes during 2024 as compared to 2023.

For both years, since the impairment related to excess financial statement goodwill with no tax basis, no corresponding tax benefits were recognized.

A recognition of a valuation allowance against a portion of the U.S.

capital loss carryforwards, which resulted in a discrete change of $5.8 million;

a decrease in the amount of unrealized losses recognized on our investment in Consensus common stock, which resulted in a lower tax benefit during 2024.

The change in the annual effective income tax rate in 2025 compared to the prior period was primarily attributable to the following:

$17.6 million goodwill impairment recognized for book purposes during 2025 as compared to $85.3 million in 2024.

Since the impairment related to excess financial statement goodwill with no tax basis, no corresponding tax benefits were recognized resulting in a disproportionate effective income tax rate for both years;

a change in the valuation allowance against U.S.

and Canadian tax attributes, which resulted in a $2.0 lower discrete tax expense recognized during the 2025 period as compared to the prior period;

partially offset by

an increase in the discrete tax charge related to the vesting of share-based compensation resulting in a $1.6 million greater tax shortfall period over period.

In order to provide additional understanding in connection with our foreign taxes, the following represents the statutory and effective tax rate by significant foreign country:

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The Company has analyzed the impact of the Pillar Two framework’s corporate minimum income tax rate of 15% and does not expect that it will have a material effect on the Company’s liability for corporate taxes and the Company’s consolidated effective tax rate.

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

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

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

The Company currently does not expect the OBBBA to have a material impact 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.

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

Equity Method Investment

Income (loss) from equity method investment, net of tax.

Income (loss) from equity method investment was primarily generated from the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements.

(Loss) income from equity method investment, net of tax.

(Loss) income from equity method investment was primarily related to the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements.

The investment in the OCV Fund is presented net of tax.

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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.

Income (loss) from equity method investment was $11.2 million and $(9.3) million, net of income tax for the years ended December 31, 2024 and 2023, respectively.

The increase in income from equity method investment, net of income tax in 2024 compared to 2023 was primarily due to an increase in value of the underlying investments.

(Loss) income from equity method investment was $(7.9) million and $11.2 million, net of income tax for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, the loss was primarily a result of a $21.2 million, net of tax, other-than-temporary impairment related to one of the underlying investments of the OCV Fund that had a significant deterioration in its financial performance and expected future cash flows.

The impairment amount represented substantially all of the Company’s proportionate interest in the underlying investment.

The loss was offset in part by an increase in the value of certain other OCV Fund investments.

During the year ended December 31, 2024, the income from equity method investment, net of income tax was primarily due to an increase in value of the underlying investments.

Segment Results

Our businesses are based on the organizational structure used by management for making operating and investment decisions and for assessing performance:

The Company’s reportable segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance.

The Company has five reportable segments:

(i) Technology & Shopping, (ii) Gaming & Entertainment, (iii) Health & Wellness, (iv) Connectivity, and (v) Cybersecurity & Martech.

Reportable segment results presented below are exclusive of inter-segment revenues and expenses.

Reportable segment results presented below exclude inter-segment revenues and expenses.

Technology & Shopping

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$ 356,596 $ 361,882

$ 361,882 $ 330,557 $ 384,929

Operating costs and expenses

347,294 432,954

Operating (loss) income

Operating income (loss)

$ 9,302 $ (71,072)

2024 and 2023

Technology & Shopping’s revenues of $361.9 million in 2024 increased $31.3 million, or 9.5%, compared to 2023 primarily due to an increase in advertising and performance marketing revenues of $34.9 million primarily driven by an increase of $32.3 million in the technology business related to an acquisition during 2024, partially offset by a decline of $2.5 million in other revenues and $1.1 million in subscription and licensing revenues.

Technology & Shopping‘s operating costs and expenses of $433.0 million in 2024 increased $51.9 million, or 13.6%, compared to 2023 primarily due to an increase in goodwill impairment of $28.4 million and an increase in salaries, benefits, and other employee expenses of approximately $17.6 million.

As a result of these factors, Technology & Shopping’s operating loss of $71.1 million in 2024 increased $20.6 million, or 40.7%, compared to 2023.

2023 and 2022

Technology & Shopping’s revenues of $330.6 million in 2023 decreased $54.4 million, or 14.1%, compared to 2022 primarily due to a $43.8 million decrease in advertising and performance marketing revenues and a $8.8 million decrease in other revenues.

The decrease in advertising and performance marketing revenues was primarily due to a $29.9 million decrease in revenues within the technology business and a $13.9 million decrease in revenues within the shopping business.

Technology & Shopping‘s operating costs and expenses of $381.1 million in 2023 decreased $0.3 million, or 0.1%, compared to 2022 primarily due to a $9.9 million decrease in depreciation and amortization expense, a $10.1 million decrease in salaries, benefits, and related employee expenses, and a $6.2 million decrease in advertising and marketing related expenses, partially offset by a $29.5 million increase in goodwill impairment.

As a result of these factors, Technology & Shopping’s operating loss of $50.5 million in 2023 increased $54.1 million compared to 2022.

Technology & Shopping’s revenues of $356.6 million in 2025 decreased $5.3 million, or 1.5%, compared to 2024 primarily due to a $13.9 million decrease in other revenues due to lower revenue from our video game publishing business related to the timing of game releases, partially offset by a $5.3 million increase in advertising and performance marketing revenues and a $3.3 million increase in subscription and licensing revenues.

The increase in advertising and performance marketing revenues was due primarily to an $18.7 million increase in our Technology business, partially offset by a $13.4 million decrease in our Shopping business.

The increase in the Technology business revenue was driven by an increase of $34.4 million related to businesses acquired, partially offset by a decline of $15.7 million in other lines of business.

The decline in revenue was highest in the Company’s fourth quarter of 2025 when Technology & Shopping’s revenues decreased $24.0 million, or 18%, driven by continued search rank volatility and weakness during the holiday season.

Technology & Shopping‘s operating costs and expenses of $347.3 million in 2025 decreased $85.7 million, or 19.8%, compared to 2024 primarily driven by a $85.3 million goodwill impairment recognized during 2024, which did not recur in 2025.

As a result of these factors, Technology & Shopping’s operating income of $9.3 million in 2025 increased $80.4 million, or 113.1%, compared to 2024.

Gaming & Entertainment

2 unchanged sentences

$ 183,558 $ 180,276

$ 180,276 $ 168,821 $ 166,325

Operating costs and expenses

2 unchanged sentences

$ 53,035 $ 54,001

2024 and 2023

Gaming & Entertainment’s revenues of $180.3 million in 2024 increased $11.5 million, or 6.8%, compared to 2023 primarily due to an increase in advertising and performance marketing revenues of $6.7 million primarily driven by an acquisition during 2024 and a $4.7 million increase in subscription and licensing revenues due to the Humble Bundle properties.

Gaming & Entertainment’s operating costs and expenses of $126.3 million in 2024 increased $14.8 million, or 13.2%, compared to 2023 primarily due to an increase in campaign fulfillment costs of approximately $3.3 million, an increase in advertising and marketing related expenses of approximately $2.8 million, and an increase in professional and other third-party services of approximately $2.3 million.

Gaming & Entertainment’s revenues of $183.6 million in 2025 increased $3.3 million, or 1.8%, compared to 2024 primarily due to a $3.4 million increase in advertising and performance marketing revenues primarily driven by an acquisition during 2024 that had a full year of results in 2025, partially offset by a $0.1 million decrease in subscription and licensing revenues.

Gaming & Entertainment’s operating costs and expenses of $130.5 million in 2025 increased $4.2 million, or 3.4%, compared to 2024 primarily due to a $3.5 million increase in partner payments primarily related to the business acquired in 2024 and a $2.7 increase in cloud computing, software, and other related expense, partially offset by a $2.9 million decrease in salaries, benefits, and other employee expenses.

As a result of these factors, Gaming & Entertainment’s operating income of $53.0 million in 2025 decreased $1.0 million, or 1.8%, compared to 2024.

2023 and 2022

Gaming & Entertainment’s revenues of $168.8 million in 2023 increased $2.5 million, or 1.5%, compared to 2022 primarily due to a $1.8 million increase in advertising and performance marketing revenues primarily due to an increase in third-party advertising revenue and a $0.7 million increase in subscription and licensing revenues.

Gaming & Entertainment’s operating costs and expenses of $111.5 million in 2023 decreased $1.4 million, or 1.2%, compared to 2022 primarily due to a $3.3 million decrease in partner payments and a $1.2 million decrease in advertising and marketing related expenses, partially offset by a $1.7 million increase in professional and other third-party services expenses, and $0.5 million increase in cloud computing, software, and other related expenses.

As a result of these factors, Gaming & Entertainment’s operating income of $57.3 million in 2023 increased $3.9 million, or 7.3%, compared to 2022.

Health & Wellness

2 unchanged sentences

$ 402,353 $ 362,408

$ 362,408 $ 361,923 $ 335,883

Operating costs and expenses

2 unchanged sentences

$ 89,384 $ 67,207

2024 and 2023

Health & Wellness’ revenues of $362.4 million in 2024 increased $0.5 million, or 0.1%, compared to 2023 primarily due to an increase in subscription and licensing revenues of $8.4 million, driven by a $8.0 million increase in the Health & Wellness Consumer business, and an increase in Other revenues of $1.8 million.

These increases were partially offset by a decline of $9.7 million in advertising and performance marketing revenue due to the Health & Wellness Professional business.

Health & Wellness’ operating costs and expenses of $295.2 million in 2024 decreased $3.1 million, or 1.1%, compared to 2023 primarily due to a decrease of $7.1 million in depreciation and amortization expense, and a $3.3 million decrease in advertising and marketing related expenses, partially offset by a $6.1 million increase in salaries, benefits, and other employee expenses.

Health & Wellness’ revenues of $402.4 million in 2025 increased $39.9 million, or 11.0%, compared to 2024 primarily due to a $36.3 million increase in advertising and performance marketing revenue primarily driven by a $34.5 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025 and a $4.2 million increase in subscription and licensing revenues, partially offset by a decrease of $0.5 million in other revenues.

Health & Wellness’ operating costs and expenses of $313.0 million in 2025 increased $17.8 million, or 6.0%, compared to 2024 primarily due to a $7.0 million increase in partner payments, a $3.1 million increase in cloud computing, software, and other related expenses, a $2.6 million increase in other expenses primarily driven by increase in app-store fees, and a $2.3 million increase in advertising and marketing related expenses.

As a result of these factors, Health & Wellness’ operating income of $89.4 million in 2025 increased $22.2 million, or 33.0%, compared to 2024.

2023 and 2022

Health & Wellness’ revenues of $361.9 million in 2023 increased $26.0 million, or 7.8%, compared to 2022 primarily due to a $20.0 million increase in subscription and licensing revenues, a $4.8 million increase in advertising and performance marketing revenues, and a $1.3 million increase in other revenues.

The increase in subscription and licensing revenues was primarily driven an increase of $20.0 million in the Health & Wellness consumer business due to an acquisition in 2022 that had a full year of results in 2023.

Health & Wellness’ operating costs and expenses of $298.3 million in 2023 increased $28.7 million, or 10.6%, compared to 2022 primarily due to a $9.6 million increase in salaries, benefits, and other employee expenses, $4.2 million increase in costs primarily associated with app-store fees, a $3.9 million increase in depreciation and amortization expense, a $3.1 million increase in advertising and marketing related expenses, and a $2.0 million increase in bad debt expense in 2023 compared to 2022.

As a result of these factors, Health & Wellness’ operating income of $63.6 million in 2023 decreased $2.6 million, or 4.0%, from 2022.

The financial results are presented as follows (in thousands):

1 unchanged sentence

$ 230,733 $ 213,620

$ 213,620 $ 211,518 $ 191,254

Operating costs and expenses 154,620 134,246

1 unchanged sentence

$ 76,113 $ 79,374

2024 and 2023

Connectivity’s revenues of $213.6 million in 2024 increased $2.1 million, or 1.0%, compared to 2023 due an increase of $6.7 million in subscription and licensing revenues driven primarily by a $4.3 million increase in our revenues from network performance services, partially offset by a decline of $3.4 million in other revenues and a decline of $1.2 million in advertising and performance marketing revenues.

Connectivity’s operating costs and expenses of $134.2 million in 2024 decreased $6.7 million, or 4.7%, compared to 2023 primarily due to a $6.1 million decrease in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses.

As a result of these factors, Connectivity’s operating income of $79.4 million in 2024 increased $8.8 million, or 12.4%, from 2023.

2023 and 2022

Connectivity’s revenues of $211.5 million in 2023 increased $20.3 million, or 10.6%, compared to 2022 primarily due to a $20.1 million increase in subscription and licensing revenues, including a $14.3 million increase within our revenues from network performance services and a $5.8 million increase within our Ekahau business.

Connectivity’s operating costs and expenses of $140.9 million in 2023 increased $28.0 million, or 24.8%, compared to 2022 primarily due to a $10.6 million increase in salaries, benefits, and other employee expenses, a $6.3 million increase in depreciation and amortization, and a $2.6 million increase in professional and other third-party services.

As a result of these factors, Connectivity’s operating income of $70.6 million in 2023 decreased $7.8 million, or 9.9%, compared to 2022.

Connectivity’s revenues of $230.7 million in 2025 increased $17.1 million, or 8.0%, compared to 2024 due to a $16.1 million increase in subscription and licensing revenues primarily driven by a $14.9 million increase in our revenues from network performance services.

Connectivity’s operating costs and expenses of $154.6 million in 2025 increased $20.4 million, or 15.2%, compared to 2024 primarily due to a $6.1 million reduction in expense in 2024 from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $6.1 million increase in professional and other third-party services, a $4.9 million increase in salaries, benefits, and other employee expenses, and a $3.1 million increase in cloud computing, software, and other related expenses, partially offset by a $2.9 million decrease in depreciation and amortization expense.

As a result of these factors, Connectivity’s operating income of $76.1 million in 2025 decreased $3.3 million, or 4.1%, from 2024.

Cybersecurity & Martech

6 unchanged sentences

$ 28,597 $ 54,961

2024 and 2023

Cybersecurity & Martech’s revenues of $283.5 million in 2024 decreased $7.7 million, or 2.6%, compared to 2023 primarily due to lower revenue of approximately $5.6 million within the Company’s cybersecurity business related to the Company’s consumer privacy services.

Cybersecurity & Martech’s operating costs and expenses of $228.5 million in 2024 decreased $19.5 million, or 7.8%, compared to 2023 primarily due to a $19.6 million decrease in depreciation and amortization expense.

As a result of these factors, Cybersecurity & Martech’s operating income of $55.0 million in 2024 increased $11.8 million, or 27.2%, from 2023.

Cybersecurity & Martech’s revenues of $278.0 million in 2025 decreased $5.5 million, or 1.9%, compared to 2024 primarily due to a $10.4 million decrease in subscription and licensing revenues primarily driven by the Company’s Martech business.

The decrease was partially offset by a $4.9 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business.

Cybersecurity & Martech’s operating costs and expenses of $249.4 million in 2025 increased $20.9 million, or 9.1%, compared to 2024 primarily due to a $17.6 million goodwill impairment and a $9.1 million increase in depreciation and amortization expense as capitalized software was placed in service and as a result of new intangible assets acquired in 2025, partially offset by a $9.0 million decrease in salaries, benefits, and other employee expenses.

As a result of these factors, Cybersecurity & Martech’s operating income of $28.6 million in 2025 decreased $26.4 million, or 48.0%, from 2024.

See Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with SEC on February 26, 2024, for a discussion of Cybersecurity & Martech results of operations for 2023 compared to 2022.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with SEC on February 25, 2025, for a discussion of segment results of operations for 2024 compared to 2023.

Liquidity and Capital Resources

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We also use cash flows from operations to service our debt obligations and the repurchase of our shares.

Cash, Cash Equivalents and Investments

Cash, cash equivalents, and investments consisted of (in thousands):

Cash and Cash Equivalents

Short-term investments — 27,109

Long-term investments 158,187 140,906

Cash, cash equivalents, and investments

$ 664,067 $ 905,627

Cash, cash equivalents, and investments held within domestic and foreign jurisdictions were as follows (in thousands):

Cash, cash equivalents, and investments held in domestic jurisdictions

As of December 31, 2025 and 2024, our cash and cash equivalents were $607.0 million and $505.9 million, respectively.

Cash and cash equivalents held within domestic and foreign jurisdictions were as follows (in thousands):

Cash and cash equivalents held in domestic jurisdictions

$ 501,446 $ 423,333

Cash, cash equivalents, and investments held in foreign jurisdictions

Cash and cash equivalents held in foreign jurisdictions

105,565 82,547

Cash, cash equivalents, and investments

Cash and cash equivalents

$ 607,011 $ 505,880

For information on short-term and long-term investments of the Company, refer to Note 5 — Investments to the Notes to Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K.

On April 7, 2021, the Company entered into a $100.0 million Credit Agreement (the “Credit Agreement”).

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The Joinder and Amendment provides for, among other things, (i) an increase in the Aggregate Revolving Loan Commitment by an aggregate principal amount of $250.0 million for a total of $350.0 million, (ii) an extension of the scheduled maturity date from April 7, 2026 to the earlier of (x) June 18, 2027 or (y) under certain limited circumstances, August 2, 2026, (iii) a “credit spread adjustment” for SOFR-based borrowings of 0.10% across all interest periods, (iv) the inclusion of limited conditionality borrowing mechanics with respect to certain borrowings and (v) certain other related amendments.

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 senior notes due November 1, 2026 (the “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 Company also paid outstanding and accrued interest of $1.5 million on the exchanged 1.75% Convertible Notes.

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

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.

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.

See Note 9 – Debt in Part II Item 8 of this Annual Report on Form 10-K.

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.

See Note 9 – Debt in Part II Item 8 of this Annual Report on Form 10-K for further details.

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

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The Company may not redeem the 3.625% Convertible Notes prior to March 1, 2028.

As of each December 31, 2024 and December 31, 2023, net availability under the Credit Agreement was $348.9 million and $100.0 million, respectively, net of letters of credit.

During the year ended December 31, 2022, the Company repurchased approximately $181.2 million in aggregate principal amount of the 4.625% Senior Notes for an aggregate purchase price of approximately $167.7 million.

No repurchases of 4.625% Senior Notes were effectuated during the years ended December 31, 2024 and 2023, respectively.

Material Cash Requirements

Ziff Davis’ long-term contractual obligations generally include its long-term debt as described above, interest on long-term debt, lease payments on its property and equipment, and holdback amounts in connection with certain business acquisitions.

These long-term contractual obligations extend through 2031.

Refer to Note 4 — Business Acquisitions , Note 9 — Debt, and Note 10 — Leases to the Notes to the Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K, for further details on holdback payments, long-term debt, and operating leases.

As of December 31, 2024, we and our subsidiaries had outstanding $864.3 million in aggregate principal amount of indebtedness.

Ziff Davis’ contractual obligations generally include its long-term debt, including its current portion, as described above, interest on long-term debt, lease payments on its property and equipment, and holdback amounts in connection with certain business acquisitions.

These contractual obligations extend through 2031.

Refer to Note 4 — Acquisitions and Dispositions , Note 9 — Debt, and Note 10 — Leases to the Notes to the Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K, for further details on holdback payments, long-term debt, and operating leases.

As of December 31, 2025, we and our subsidiaries had outstanding $872.3 million in aggregate principal amount of indebtedness, of which $149.1 million is due in the succeeding twelve months.

As of December 31, 2025, our total future minimum lease payments are $29.1 million, of which approximately $8.2 million future minimum lease payments are due in the succeeding twelve months.

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The Company also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions.

We currently anticipate that our existing cash and cash equivalents, cash generated from operations, and availability under our revolving credit facility, will be sufficient to meet our anticipated needs for working capital, capital expenditures, and share repurchases, if any, for at least the next 12 months.

We currently anticipate that our existing cash and cash equivalents, cash generated from operations, and availability under our revolving credit facility, will be sufficient to meet our anticipated needs for working capital, capital expenditures, principal payments on our indebtedness, and share repurchases, if any, for at least the next 12 months.

The following table provides a summary of cash flows from operating, investing, and financing activities (in millions):

Years ended December 31,

2024 2023 2024 v.

Net cash provided by operating activities $ 407,068 $ 390,315 $ 16,753

5 unchanged sentences

The $16.8 million increase in net cash provided by operating activities in 2025 compared to 2024 was primarily related to the timing of collections from our customers and timing of payments to our vendors during 2025, partially offset by a reduction in prepaid expenses during 2025.

The increase in net cash provided by operating activities includes the activities of TDS Gift Cards (“TDS”) from the date of the acquisition, which positively impacted the Company’s net cash provided by operating activities by $50.9 million.

The increase in net cash provided by operating activities includes the working capital changes at TDS Gift Cards, which had a positive impact of $55.6 million during 2025.

Investing Activities

The $170.0 million increase in net cash used in investing activities in 2024 compared to 2023 was primarily related to higher cash used on business acquisitions during 2024 compared to 2023, partially offset by proceeds received on the sale of our investment in Consensus common stock and proceeds received related to the sale of disposed businesses.

The $151.7 million decrease in net cash used in investing activities in 2025 compared to 2024 was primarily related to lower cash used on business acquisitions during 2025 compared to 2024.

Financing Activities

The $206.2 million increase in net cash used in financing activities in 2024 compared to 2023 was primarily related to cash used to settle a portion of the outstanding principal amount of the Company’s 1.75% Convertible Notes and increased share repurchases.

The $150.7 million decrease in net cash used in financing activities in 2025 compared to 2024 was primarily related to an absence in 2025 of cash outflows related to a settlement of a portion of the outstanding principal amount of the Company’s 1.75% Convertible Notes, which occurred in 2024, as well as a smaller amount of cash used for share repurchases.

Stock Repurchase Program

8 unchanged sentences

(1) Excludes the impact of excise taxes.

During the years ended December 31, 2023 and December 31, 2022, the Company repurchased 1,585,846 and 736,536 shares (which were subsequently retired), respectively, at an aggregate cost of $104.9 million, and $71.3 million, respectively (including an immaterial amount of commission fees) under the 2020 Program.

During the years ended December 31, 2024 and December 31, 2023, the Company repurchased 3,500,000, and 1,585,846 shares (which were subsequently retired), respectively, at an aggregate cost of $181.8 million and $104.9 million, a respectively (including an immaterial amount of commission fees) under the 2020 Program.

Cumulatively at December 31, 2025, 13,516,973 shares were repurchased, under the 2020 Program, at an aggregate cost of $755.3 million (including excise tax).

1 unchanged sentence

Refer to Note 13 — Stockholders’ Equity to the Notes to Consolidated Financial Statements included in Part II Item 8 of this Annual Report on Form 10-K for further details.

On February 22, 2026, the Board authorized an increase in the 2020 Program for an additional ten million shares of the Company’s common stock and an extension of the expiration date of the 2020 Program from August 2, 2029 to February 22, 2036.

As a result, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to 15 million shares to up to 25 million of the Company’s common stock, with 10,741,308 shares remaining under the 2020 Program as of February 22, 2026.

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 7. Management’s Discussion and Analysis