What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 470 added, 520 removed, 1366 unchanged (42% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Ziff Davis, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

23 unchanged sentences

For the revenue streams where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue processes.

We involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of certain IT

systems and related controls that are used by the Company in its revenue recognition processes.

We involved IT professionals with specialized skills and knowledge, who assisted in

the identification and testing of certain IT systems and related controls that are used by the Company in its revenue recognition processes.

For certain revenue streams, we assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including agreements with customers and third-party data.

6 unchanged sentences

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

As a result of its impairment testing, the Company recorded a goodwill impairment charge for two reporting units within the Technology and Shopping reportable segment, totaling $ 85.3 million for the year ended December 31, 2024.

We identified the evaluation of the fair value used in the goodwill impairment assessment for two reporting units within the Technology and Shopping reportable segment as a critical audit matter.

Subjective auditor judgment was required to evaluate the forecasted revenue growth rate and discount rate used in the income approach for each of the reporting units.

Changes to these assumptions could have had a significant impact on the fair value of the two reporting units within the Technology and Shopping reportable segment.

Additionally, specialized skills and knowledge were required in the evaluation of the discount rates.

As a result of its impairment testing, the Company recorded a goodwill impairment charge for one reporting unit within the Cybersecurity & Martech reportable segment, totaling $ 17.6 million for the year ended December 31, 2025.

We identified the evaluation of the fair value used in the goodwill impairment assessment for one reporting unit within the Cybersecurity & Martech reportable segment as a critical audit matter.

Subjective auditor judgment was required to evaluate the forecasted revenue growth rate and discount rate used in the income approach for the reporting unit.

Changes to these assumptions could have had a significant impact on the fair value of the reporting unit.

Additionally, specialized skills and knowledge were required in the evaluation of the discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's goodwill impairment process, including the controls related to the Company’s determination of the forecasted revenue growth rate and discount rate for each reporting unit.

We evaluated the forecasted revenue growth rate for each reporting unit by comparing it to the respective reporting unit’s historical revenues, internal communications to management, and other industry market data.

We involved valuation professionals with specialized skills and knowledge who, for each reporting unit, assisted in evaluating:

We evaluated the forecasted revenue growth rate for the reporting unit by comparing it to the reporting unit’s historical revenues, internal communications to management, and other industry market data.

We involved valuation professionals with specialized skills and knowledge who assisted in evaluating:

• the revenue growth rate by comparing it to the growth rates of comparable companies as well as economic and industry data

• the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for comparable entities and recent acquisitions.

• the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for comparable entities.

We have served as the Company's auditor since 2023.

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February 24, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

ZIFF DAVIS, INC.

New York, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Ziff Davis, Inc.

(the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We served as the Company's auditor from 2014 through 2023.

Los Angeles, California

March 1, 2023, except for Note 17 which is as of February 25, 2025

ZIFF DAVIS, INC.

AND SUBSIDIARIES

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Cash and cash equivalents $ 607,011 $ 505,880

Short-term investments — 27,109

Accounts receivable, net of allowances of $ 9,216 and $ 8,148 , respectively

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Deferred revenue, current 189,992 199,664

Current portion of long-term debt 148,685 —

Other current liabilities 17,333 9,499

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Deferred revenue, noncurrent 18,948 5,504

Income taxes payable, noncurrent — 8,486

Liability for uncertain tax positions 19,733 30,296

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Interest expense, net ( 25,910 ) ( 13,988 ) ( 20,031 )

Gain on debt extinguishment, net — — 11,505

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

Loss on investments, net ( 7,654 ) ( 28,138 ) ( 53,888 )

Other income (loss), net 4,968 ( 9,468 ) 8,437

Income from continuing operations before income tax expense and income (loss) from equity method investment 93,194 74,974 131,153

Gain (loss) on investments, net 5,018 ( 7,654 ) ( 28,138 )

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

Other (loss) income, net ( 5,893 ) 4,968 ( 9,468 )

Income before income tax expense and (loss) income from equity method investment 80,747 93,194 74,974

Income tax expense ( 25,447 ) ( 41,370 ) ( 24,142 )

Income (loss) from equity method investment, net of tax 11,223 ( 9,329 ) ( 7,730 )

Net income from continuing operations 63,047 41,503 65,466

Loss from discontinued operations, net of tax — — ( 1,709 )

(Loss) income from equity method investment, net of tax ( 7,946 ) 11,223 ( 9,329 )

Net income $ 47,354 $ 63,047 $ 41,503

Net income per common share from continuing operations:

Basic $ 1.42 $ 0.89 $ 1.39

Diluted $ 1.42 $ 0.89 $ 1.39

Net loss per common share from discontinued operations:

Basic $ — $ — $ ( 0.04 )

Diluted $ — $ — $ ( 0.04 )

Net income per common share:

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Foreign currency translation adjustment 27,509 ( 12,426 ) 13,657

Consensus separation adjustment — — 4,056

Change in fair value on available-for-sale investments, net of tax expense of $ 514 , $ 16 and $ 0 for the years ended December 31, 2024, 2023 and 2023, respectively

Other comprehensive (loss) income, net of tax

Change in fair value on available-for-sale investments, net of tax expense of $ 677 , tax benefit of $( 514 ), and tax expense of $( 16 ) for the years ended December 31, 2025, 2024 and 2023, respectively

( 2,112 ) 1,575 96

Other comprehensive income (loss), net of tax

25,397 ( 10,851 ) 13,753

Comprehensive income

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Share-based compensation 44,927 40,915 31,920

Provision for credit losses (benefit) on accounts receivable 2,898 2,809 ( 255 )

Provision for credit losses on accounts receivable 4,027 2,898 2,809

Provision for credit losses on investments 17,566 — —

Deferred income taxes, net 3,961 ( 18,822 ) ( 30,017 )

Gain on extinguishment of debt, net — — ( 11,505 )

Loss on sale of businesses 57,988 3,780 —

1 unchanged sentence

Changes in fair value of contingent consideration ( 2,834 ) — ( 200 )

(Income) loss from equity method investments

Loss (income) from equity method investments

7,946 ( 11,223 ) 9,329

Loss on investment, net 7,654 28,138 53,888

(Gain) loss on investment, net ( 5,018 ) 7,654 28,138

Other 3,067 3,601 5,159

4 unchanged sentences

Increase (decrease) in:

Accounts payable

171,280 9,419 ( 20,246 )

Accounts payable and income taxes payable 2,578 171,280 9,419

Deferred revenue ( 4,584 ) 5,043 ( 6,802 )

3 unchanged sentences

Purchases of property and equipment ( 119,198 ) ( 106,635 ) ( 108,729 )

Acquisition of businesses, net of cash received ( 217,570 ) ( 9,492 ) ( 104,094 )

Acquisitions, net of cash received ( 67,340 ) ( 217,570 ) ( 9,492 )

Purchase of equity investments — — ( 11,858 )

Proceeds from sale of equity investments 25,250 19,455 3,174

Investment in available-for-sale securities — — ( 15,000 )

Proceeds from sale of equity method investment 860 — —

Distribution from equity method investment 10,756 — —

Proceeds from sale of businesses, net of cash divested 3,579 7,860 —

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Payment of debt — ( 134,989 ) —

Proceeds from term loan — — 112,286

Debt extinguishment costs

( 277 ) — ( 756 )

Repurchase of common stock ( 173,792 ) ( 185,181 ) ( 108,527 )

Issuance of common stock under employee stock purchase plan 6,542 8,371 8,727

Proceeds from exercise of stock options — — 148

Deferred payments for acquisitions ( 1,344 ) ( 7,842 ) ( 15,241 )

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Balance, January 1, 2023 47,269,446 $ 473 $ 439,681 $ 1,537,830 $ ( 85,373 ) $ 1,892,611

47,440,137 $ 474 $ 509,122 $ 1,515,358 $ ( 57,222 ) $ 1,967,732

Reclassification of the equity component of 1.75 % Convertible Notes to liability upon adoption of ASU 2020-06

— — ( 88,137 ) 23,436 — ( 64,701 )

Net income — — — 41,503 — 41,503

Other comprehensive loss, net of tax benefit of zero

Other comprehensive income, net of tax expenses of $ 16

— — — — 13,753 13,753

Exercise of stock options 5,439 — 148 — — 148

Issuance of restricted stock, net 47,274 — ( 6,220 ) 1,573 — ( 4,647 )

Issuance of shares under employee stock purchase plan 161,488 2 8,725 — — 8,727

Issuance of common stock, net 186,102 2 13,420 — — 13,422

Repurchase and retirement of common stock

4 unchanged sentences

Net income — — — 63,047 — 63,047

Other comprehensive income, net of tax expense of $ 16

Other comprehensive loss, net of tax benefit of $ 514

— — — — ( 10,851 ) ( 10,851 )

1 unchanged sentence

Issuance of shares under employee stock purchase plan 174,706 2 8,369 — — 8,371

Issuance of common stock, net 186,102 2 13,420 — — 13,422

Repurchase and retirement of common stock ( 3,500,000 ) ( 35 ) ( 24,973 ) ( 156,822 ) — ( 181,830 )

Share-based compensation — — 40,915 — — 40,915

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

— — 3,001 — — 3,001

Other, net — — 10 369 — 379

1 unchanged sentence

Net income — — — 47,354 — 47,354

Other comprehensive loss, net of tax benefit of $ 514

Other comprehensive income, net of tax expense of $ 677

— — — — 25,397 25,397

2 unchanged sentences

Repurchase and retirement of common stock (1)

Share-based compensation — — 40,915 — — 40,915

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

( 4,901,442 ) ( 49 ) ( 59,857 ) ( 116,198 ) — ( 176,104 )

Share-based compensation — — 44,758 — — 44,758

Other, net — — 45 ( 49 ) ( 4 )

Balance, December 31, 2025 38,376,859 $ 384 $ 472,723 $ 1,337,542 $ ( 57,074 ) $ 1,753,575

(1) Includes 143,161 shares received in connection with sale of our minority equity ownership interest in OpenEvidence during the year ended December 31, 2025 .

See Notes to Consolidated Financial Statements

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Actual results could materially differ from those estimates.

Consensus, Inc.

Spin-Off and Discontinued Operations

On September 21, 2021, the Company announced that its Board of Directors approved its previously announced separation of the cloud fax business (the “Separation”) into an independent publicly traded company, Consensus Cloud Solutions, Inc.

(“Consensus”).

During the year ended December 31, 2022, the Company recorded $ 1.7 million in income tax expense within ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations related to the finalization of state tax returns related to the Separation.

Reclassifications

Certain prior year reported amounts have been reclassified to conform to the 2024 presentation.

For the year ended December 31, 2022, the Company reclassified depreciation and amortization of $ 11.0 million and $ 222.4 million from ‘Direct costs’ and ‘General, administrative, and other related costs’, respectively, to ‘Depreciation and amortization’ to conform with current period presentation.

For the year ended December 31, 2023, the Company reclassified depreciation and amortization of $ 11.6 million and $ 225.3 million from ‘Direct costs’ and ‘General, administrative, and other related costs’, respectively, to ‘Depreciation and amortization’ to conform with current period presentation.

Segment Reporting

ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports.

ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers.

The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance.

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 its five reportable segments:

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

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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Cash and Cash Equivalents

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The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Accounts Receivable, net

2 unchanged sentences

Trade receivables, net 346,848 349,120

Other receivables 6,955 14,550

Accounts receivable, net $ 667,216 $ 660,223

Settlement receivables, net represent amounts due from third parties that are collected by the Company and passed through to our customers, net of a fee earned by the Company, related to services provided in the facilitation of gift card processing and program management.

Settlement receivables, net is associated with our TDS Gift Cards (“TDS”) business, which was acquired in 2024.

Refer to Note 4 — Business Acquisitions for details.

Allowances for Credit Losses

9 unchanged sentences

Beginning balance $ 8,148 $ 6,871 $ 6,868

Increases (decreases) to bad debt expense

Current period provision for credit losses

4,027 2,898 2,809

Write-offs, net of recoveries ( 1,621 ) ( 2,806 ) ( 2,688 )

Write-offs charged against the allowance, net of recoveries collected (1)

( 2,959 ) ( 1,621 ) ( 2,806 )

Ending balance $ 9,216 $ 8,148 $ 6,871

(1) Amounts of recoveries were immaterial for periods presented.

The Company accounts for its investments in debt securities in accordance with ASC Topic 320, Investments — Debt Securities (“ASC 320”).

2 unchanged sentences

Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses.

Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss on our Consolidated Balance Sheets.

Expected credit losses on available-for-sale debt securities are recognized in ‘Provision for credit losses on investments’ in the Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in ‘Accumulated comprehensive loss’ in the Consolidated Balance Sheets.

The Company accounts for its investments in equity securities in accordance with ASC Topic 321, Investments — Equity Securities (“ASC 321”) which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values.

1 unchanged sentence

Any unrealized gains or losses will be reported within earnings on our Consolidated Statements of Operations.

The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions.

Refer to Note 5 — Investments for additional information.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions.

Refer to Note 5 — Investments for additional information.

The Company accounted for its investment in Consensus common stock as an investment in an equity securities, at fair value under the fair value option, and the related fair value gains and losses were recognized in earnings.

The Company accounted for its investment in Consensus common stock as an investment in equity securities, at fair value under the fair value option, and the related fair value gains and losses were recognized in earnings.

The fair value of Consensus common stock was readily available as Consensus is a publicly traded company.

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The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary.

The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”), as well as in another independent corporation.

The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”), as well as in another independent corporation.

The Company has concluded that it will not consolidate these VIEs, as it is not the primary beneficiary.

OCV qualifies as an investment company under ASC Topic 946, Financial Services, Investment Companies (“ASC 946”).

OCV Fund qualifies as an investment company under ASC Topic 946, Financial Services, Investment Companies (“ASC 946”).

Under ASC Topic 323, Investments — Equity Method and Joint Ventures , an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Consolidated Statements of Operations.

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This pattern results in more amortization expense being recognized earlier in the useful life.

Other intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from one to ten years.

Amortization expense of definite-lived intangibles assets is included in depreciation and amortization on the Consolidated Statements of Operations.

Other purchased intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from one to ten years.

Amortization expense of definite-lived intangibles assets is included in depreciation and amortization in the Consolidated Statements of Operations.

Accounts Payable and Accrued Expenses

4 unchanged sentences

Other accrued liabilities 53,033 41,870

Total Accounts payable and accrued expenses $ 670,769 $ 216,936

Accounts payable and accrued expenses $ 709,434 $ 670,769

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

Settlement payables, net is associated with our TDS business, which was acquired in 2024.

Refer to Note 4 — Business Acquisitions for details.

Contingent Consideration

4 unchanged sentences

The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior amounts.

Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general, administrative, and other related costs on our Consolidated Statements of Operations.

Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in ‘General, administrative, and other related costs’ in the Consolidated Statements of Operations.

Debt Issuance Costs and Debt Discount

1 unchanged sentence

These costs and discounts are amortized and included in interest expense over the life of the borrowing using the effective interest method.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In August 2020, the FASB issued ASU 2020-06.

The provisions of this update simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options , for convertible instruments.

The convertible debt instruments are accounted for as a single liability at the amortized cost if separation is no longer required unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium.

Similarly, the debt discount, which is equal to the carrying value of the embedded conversion feature upon issuance, is no longer amortized into income as interest expense over the life of the instrument.

Additionally, ASU 2020-06 requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which includes the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards .

On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method.

The cumulative effect of the changes made on the Consolidated Balance Sheet upon this adoption increased the carrying amount of the 1.75 % Convertible Notes (as defined in Note 9 — Debt below) by approximately $ 85.9 million, increased retained earnings by approximately $ 23.4 million, reduced deferred tax liabilities by approximately $ 21.2 million and reduced additional paid-in capital by approximately $ 88.1 million.

Revenue Recognition

1 unchanged sentence

Refer to Note 3 — Revenues for additional details.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Share-Based Compensation

21 unchanged sentences

For the years ended December 31, 2025, 2024, and 2023 external advertising costs were $ 119.4 million, $ 114.8 million, and $ 120.8 million, respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Foreign Currency

5 unchanged sentences

Net translation income (loss) was $ 27.5 million, $( 12.4 ) million, and $ 13.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Realized gains and losses from foreign currency transactions are recognized within ‘Other income (loss), net’ on our Consolidated Statements of Operations.

Foreign exchange (losses) gains amounted to $( 1.0 ) million, $( 3.9 ) million, and $ 8.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Realized gains and losses from foreign currency transactions are recognized within ‘Other income (loss), net’ in the Consolidated Statements of Operations.

Foreign exchange losses amounted to $( 5.6 ) million, $( 1.0 ) million, and $( 3.9 ) million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s income is subject to taxation in both the U.S.

6 unchanged sentences

The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities.

8 unchanged sentences

Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold.

The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations.

The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense in its Consolidated Statements of Operations.

Earnings Per Common Share (“EPS”)

3 unchanged sentences

The Company applies the if-converted method for the diluted net income per share calculation of convertible debt instruments.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Share Repurchases

1 unchanged sentence

The repurchased shares are constructively retired and returned to an authorized but unissued status.

In August 2022, the U.S.

government enacted the Inflation Reduction Act of 2022, which imposed a 1.0% excise tax on share repurchases made after December 31, 2022.

As a result, the Company accrued excise tax in connection with the share repurchases it completed during years ended December 31, 2024 and December 31, 2023.

The Company accrues a mandatory 1.0% excise tax on all completed share repurchases.

Recent Accounting Pronouncements

Recently issued applicable accounting pronouncements adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

This update provides for optional financial reporting alternatives to reduce cost and complexities associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform.

This update applies only to contracts, hedging relationships, and other transactions that reference London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.

The accommodations were available for all entities through December 31, 2022, with early adoption permitted.

This update was later amended by ASU 2022-06.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 .

This update defers the expiration date of ASC Topic 848 from December 31, 2022 to December 31, 2024.

We adopted this update during the fourth quarter of 2024.

The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which provides for enhanced disclosures about significant segment expenses.

In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

Early adoption is permitted.

We adopted this update for the annual period ended December 31, 2024 and the amendments have been applied retrospectively to all prior periods presented in the consolidated financial statements by expanding certain disclosures, including the disclosure of significant expenses included in our segment measure of profitability.

Recently issued applicable accounting pronouncements not yet adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Codification.

Certain of the amendments represent clarifications to or technical corrections of the current requirements.

For entities subject to the SEC's existing disclosure requirements and entities required to file/furnish financial statements with or to the SEC in preparation for the sale of or for the purpose of issuing securities that are not subject to contractual restrictions on transfer, the effective date for which each amendment will be the date on the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

For all other entities, amendments will be effective two years later.

We do not anticipate that adoption of this update will have a material impact on our consolidated financial statements and related disclosures.

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

5 unchanged sentences

Early adoption is permitted.

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

We adopted this update for the annual period ended December 31, 2025 and the amendments have been applied prospectively.

Recently issued applicable accounting pronouncements not yet adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The amendments in this update are intended to enhance clarity and consistency in interim reporting disclosures.

The update improves the navigability of interim reporting guidance, provides a comprehensive list of required disclosures, and includes a new disclosure principle for reporting material events occurring after the most recent annual period.

The guidance is effective

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for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

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

In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

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

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

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

Early adoption is permitted.

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

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

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

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

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

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

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

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Codification.

Certain of the amendments represent clarifications to or technical corrections of the current requirements.

For all other entities, amendments will be effective two years later.

We do not anticipate that adoption of this update will have a material impact on our consolidated financial statements and related disclosures.

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

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rather, they require disaggregation of certain expense captions into specified categories, including but not limited to purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

This update is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within fiscal years beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01, Income Statements - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

This update, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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

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

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

Advertising and Performance Marketing

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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.

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

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”).

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

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

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

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

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

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

Subscription and Licensing

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

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

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

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

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

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

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

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

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

Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenues, 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 Company’s other revenue is recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606.

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

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

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

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

ZIFF DAVIS, INC.

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

Year ended December 31,

Years ended December 31,

Technology & Shopping 2025 (1)

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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

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

The Company’s contracts occasionally contain variable consideration, such as commissions that are

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

Payment terms vary by type and location of customers and the services

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recognized in the period of the commissionable event.

Payment terms vary by type and location of customers and the services offered.

The time between invoicing and when payment is due is generally not significant.

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

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

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

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

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

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

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

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

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The Company’s revenues are primarily generated from customer contracts that are for one year or less.

Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned.

Costs primarily consist of incentive compensation paid to employees based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned.

Incentive compensation is paid on the issuance or renewal of the customer contract.

As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred.

For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit.

In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business.

The Company also partners with various affiliates in order to generate a portion of its revenues for certain lines of business.

The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period.

For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the incentive over the period of benefit.

As of December 31, 2024 and 2023, the Company capitalized approximately $ 14.2 million and $ 14.9 million, respectively, related to these costs and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets.

As a practical expedient, for employee and affiliate commissions, amortization periods of which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred.

For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit.

As of December 31, 2025 and 2024, the Company capitalized approximately $ 14.6 million and $ 14.2 million, respectively, related to affiliate commissions and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets.

In addition, the Company pays fees to app stores for the distribution of its paid mobile apps.

The Company defers and amortizes mobile app store fees related to subscriptions over the term of the applicable subscription.

As of December 31, 2025 and 2024, the Company deferred approximately $ 4.4 million and $ 6.0 million, respectively, related to app store fees and are included in ‘Prepaid expenses and other current assets’ in the Consolidated Balance Sheets.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized expense of $ 26.5 million, $ 26.2 million, and $ 21.7 million respectively, related to the amortization of capitalized costs to obtain a contract with a customer.

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This additional risk may make it uneconomical to provide the service.

Business Acquisitions

Acquisitions and Dispositions

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

2025 Acquisitions

The Company completed seven immaterial acquisitions during the year ended December 31, 2025, paying the purchase price in cash for each transaction.

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

Total consideration for these acquisitions was $ 81.9 million, or $ 76.7 million, net of cash acquired.

Goodwill recognized for these acquisitions during the year ended December 31, 2025 was $ 30.6 million, of which $ 21.0 million is expected to be deductible for income tax purposes.

Approximately $ 40.2 million of definite-lived intangibles were recorded in connection with the acquisitions during the year ended December 31, 2025, including $ 25.1 million of Customer relationships, net, $ 7.0 million of Trade names and trademarks, net, and $ 8.1 million of Other purchased intangibles, net.

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

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

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

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2024 Acquisitions

The Company completed the following acquisitions during the year ended December 31, 2024, paying the purchase price in cash in each transaction:

(a) a purchase of 100 % of the equity interest in TDS, acquired on February 5, 2024, a digital gifting and branded payments platform, which is reported within our Technology & Shopping segment;

(a) a purchase of 100 % of the equity interest in TDS Gift Cards (“TDS”), acquired on February 5, 2024, a digital gifting and branded payments platform, which is reported within our Technology & Shopping segment;

(b) a purchase of 100 % of the equity interest in CNET Media, Inc.

and certain related entities (“CNET”), acquired on September 12, 2024, a digital media publication platform, which is reported within our Technology & Shopping segment;

and certain related entities (“CNET”), acquired on September 12, 2024, a digital medial publication platform, which is reported within our Technology & Shopping segment;

and (c) two other immaterial acquisitions.

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

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

All of these acquisitions were accounted for as business combinations.

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

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

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

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The following table summarizes the allocation of the purchase consideration for the acquisition of TDS and CNET as of December 31, 2024 (in thousands):

Assets and Liabilities

$ 142,957 $ —

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed for our 2024 acquisitions (in thousands):

Assets and Liabilities TDS CNET (2)

Cash $ 142,957 $ —

Accounts receivable and other current assets (1)

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81,248 36,316

81,248 36,607

Deferred tax asset, noncurrent (3)

Other assets 203 1,480

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

( 290,161 ) ( 3,819 )

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

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Other noncurrent liabilities ( 847 ) ( 700 )

$ 187,588 $ 154,248

(1) The fair value of the assets acquired includes accounts receivable of $ 170.7 million (including Settlement receivables, net of $ 166.8 million) for TDS and $ 15.6 million related to CNET, of which none is expected to be uncollectible.

$ 4.5 million of the goodwill recognized is expected to be deductible for income tax purposes.

(2) Deferred tax asset balance for CNET is presented within ‘Deferred income taxes’ in the ‘Liabilities and Stockholders’ Equity’ section on the Consolidated Balance Sheets.

The amounts assigned to intangible assets by type for all acquisitions during the year ended December 31, 2024 are summarized in the table below (in thousands):

Gross Carrying Value Weighted Average Estimated Life

Customer relationships $ 146,215 10 years

Trade names and trademarks 27,895 9 years

Other purchased intangibles 43,793 5 years

Total gross carrying value $ 217,903

The initial accounting for the 2024 acquisitions, excluding TDS, is incomplete due to the timing of available information and is subject to change.

As of December 31, 2024, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.

Total $ 187,588 $ 154,248

(1) The fair value of the assets acquired includes accounts receivable of $ 170.7 million (including Settlement receivables, net of $ 166.8 million) related to TDS and $ 16.5 million related to CNET.

(2) During the year ended December 31, 2025, we recorded a measurement period adjustment of $( 1.2 ) million to Customer relationships, $ 0.7 million to Other purchased intangibles assets, $ 0.9 million to Accounts receivable and other current assets, $ 0.8 million to Other assets, $( 0.7 ) million to Other noncurrent liabilities, and $( 0.2 ) million to Deferred tax liability, noncurrent with corresponding adjustments to Goodwill.

(3) Deferred tax asset balance for CNET is presented within ‘Deferred income taxes’ in the Consolidated Balance Sheets.

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

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During the year ended December 31, 2023, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Health business which resulted in a net decrease in goodwill of $ 0.1 million.

2022 Acquisitions

The Company completed the following acquisitions during the year ended December 31, 2022, paying the purchase price in cash in each transaction:

(a) a purchase of 100 % of equity interests of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within the Health & Wellness segment;

(b) a purchase of 100 % of equity interests of FitNow, Inc., acquired on June 2, 2022, a provider of weight loss products and support, reported within the Health & Wellness segment;

and (c) four other immaterial acquisitions.

The accompanying Consolidated Statements of Operations reflect the results of operations of the 2022 acquisitions since the date of each respective acquisition.

For the year ended December 31, 2022, these acquisitions contributed $ 33.0 million to the Company’s revenues.

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

Total consideration for all businesses acquired in 2022 was $ 151.4 million, or $ 121.7 million, net of cash acquired.

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The following table summarizes the allocation of the purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands):

Assets and Liabilities Valuation

Accounts receivable $ 7,433

Prepaid expenses and other current assets 4,915

Property and equipment 369

Operating lease right-of-use assets, noncurrent 545

Trade names 12,839

Customer relationships 20,040

Other intangibles 18,166

Other noncurrent assets 11

Accounts payable and accrued expenses ( 6,221 )

Deferred revenue ( 21,474 )

Deferred tax liability ( 10,140 )

Other noncurrent liabilities ( 516 )

Total $ 121,704

(1) Goodwill recognized associated with these acquisitions during the year ended December 31, 2022 is $ 95.7 million, of which $ 1.2 million is expected to be deductible for income tax purposes.

The fair value of the assets acquired includes accounts receivable of $ 7.4 million, all of which was expected to be collectible.

The Company did not acquire any other classes of receivables as a result of its acquisitions.

Unaudited Pro Forma Financial Information for All 2022 Acquisitions

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented.

These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2021.

This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):

December 31, 2022

Revenues $ 1,407,300

Net income from continuing operations $ 64,877

Income per common share from continuing operations - Basic $ 1.38

Income per common share from continuing operations - Diluted $ 1.38

Deferred Acquisition Payments

As of December 31, 2024, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands):

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On December 31, 2025, the Company completed the disposition of its video game publishing business within its Technology & Shopping reportable segment, which did not meet the criteria for discontinued operations.

The Company sold its entire video game publishing business, including but not limited to its unreleased and released video games, including trademarks as applicable, and working capital.

Total consideration received includes cash proceeds upon disposition and cash contingent consideration to be paid over five years .

The Company made an accounting policy election to record the contingent consideration as the contingent consideration is earned and the contingencies are resolved under ASC Topic 450, Commitments and Contingencies.

Thus an estimate of the fair value of contingent consideration is not included within the determination of the loss on sale.

Total recognized pre-tax loss on disposal of the video game publishing business was $ 58.0 million and is included in ‘Loss on sale of businesses’ in the Consolidated Statements of Operations.

Investments consist of equity and debt securities.

Investment in equity securities

On October 7, 2021, we completed the separation of our cloud fax business (the “Separation”) into an independent publicly traded company.

Following the Separation, the Company retained an interest in Consensus common stock.

As of December 31, 2024 and December 31, 2023, the Company held approximately zero and 1.0 million shares, respectively, of the common stock of Consensus.

During the year ended December 31, 2022, the Company completed the non-cash tax-free debt-for-equity exchanges of 2,800,000 shares of its common stock of Consensus for the extinguishment of $ 112.3 million of principal of the Company’s Term Loan Facilities (as defined in Note 9 — Debt ), and related interest.

During the year ended December 31, 2023, the Company sold 52,393 shares of common stock of Consensus in the open market.

As of December 31, 2023, the carrying value of the investment in Consensus was $ 27.1 million, which was included in ‘Short-term investments’ on the Consolidated Balance Sheets.

As of December 31, 2023, the carrying value of the investment in Consensus was $ 27.1 million, which was included in ‘Short-term investments’ in the Consolidated Balance Sheets.

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

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

For the years ended December 31, 2024, 2023, and 2022, losses of $ 7.7 million, $ 28.1 million, and $ 53.9 million, respectively, were recorded in the Consolidated Statements of Operations.

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

for a minority ownership stake.

During the year ended December 31, 2024, the Company sold its remaining 1,034,295 shares of Consensus in the open market.

As of December 31, 2025 and 2024, the Company did not hold any shares of the common stock of Consensus.

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

For the years ended December 31, 2025, 2024, and 2023, losses of zero , $ 7.7 million, and $ 28.1 million, respectively, were recorded in the Consolidated Statements of Operations.

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

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

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

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

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

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

On April 24, 2025, the Company sold its minority interest in OpenEvidence for $ 29.7 million, including $ 25.2 million in cash and 143,161 shares of the Company’s common stock, all of which had been issued in the purchase of the minority interest in OpenEvidence.

Investment in corporate debt security

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The Amendment increased the interest rate on the convertible notes to 6 %, extended the maturity date, and subordinated all existing and future obligations, liabilities, and indebtedness of the entity to the entity’s senior creditor, as defined in the Amendment.

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

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

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

As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $ 15.7 million, with a contractual maturity date that was more than one year but less than five years .

Cumulative gross unrealized gains on investment in corporate debt securities as of December 31, 2024 and 2023 was approximately $ 2.8 million and $ 0.7 million, respectively.

There were no investments in an unrealized loss position as of December 31, 2024 or December 31, 2023.

During the years ended December 31, 2024, 2023, and 2022, the Company did no t recognize any other-than-temporary impairment losses on its debt securities.

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

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

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

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

During the year ended December 31, 2025, based on the latest available financial and certain other information related to the issuing entity, the Company determined that the fair value of its investment in this corporate debt security was below its amortized cost.

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

During the year ended December 31, 2025, the Company recognized the provision for credit losses of $ 17.6 million on the total amount of accrued interest receivable and amortized cost of the available-for-sale debt security in ‘Provision for credit losses on investments’ in the Consolidated Statements of Operations.

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

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

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

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

As of December 31, 2025, the carrying value and the maximum exposure of the Company’s investment in the corporate debt security was approximately zero and $ 15.0 million, with a contractual maturity date that was less than one year .

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

Cumulative gross unrealized gains (losses) on investment in the corporate debt security as of December 31, 2025 were zero .

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

Equity method investment

On September 25, 2017, the Company entered into a commitment to invest in the OCV Fund.

The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV.

The Company recognizes its equity in the net earnings or losses relating to the investment in OCV Fund on a one-quarter lag due to the timing and availability of financial information from OCV Fund.

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

During the years ended December 31, 2024, 2023, and 2022, the Company recognized income (loss) from equity method investment, net of $ 11.2 million, $( 9.3 ) million, and $( 7.7 ) million, net of tax expense (benefit), respectively.

The gains and losses in the years presented were primarily the result of gains and losses in the underlying investments.

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

As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 99.9 million.

These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized (loss) income from equity method investment of $( 7.9 ) million, $ 11.2 million, and $( 9.3 ) million, net of taxes, 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 years ended December 31, 2024 and 2023, the income or loss were primarily the result of gains or losses in the underlying investments.

During the year ended December 31, 2025, the Company received a distribution from the OCV Fund of $ 10.8 million.

As of December 31, 2025, both the carrying value and the maximum exposure of the Company’s equity method

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investment was approximately $ 93.2 million.

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

These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets.

As a limited partner, the Company’s maximum exposure to loss is limited to its proportional ownership in the partnership.

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The Company values these Level 1 investments using quoted market prices.

The fair value of the Company’s investment in Consensus common stock was determined using quoted market prices, which a Level 1 input.

On May 22, 2024, the Company sold its remaining investments in Consensus common stock (see Note 5 — Investments ).

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

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

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

As of December 31, 2024 and 2023, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 9 % and 10 %, depending on the probability scenario.

In addition, the determination of fair value included a conversion timeframe of approximately six months to two years , depending on the probability scenario, as of December 31, 2024, and approximately one to three years, depending on the probability scenario, as of December 31, 2023.

The fair value of the Company’s investment in Consensus common stock was determined using quoted market prices, which is Level 1 input.

During the year ended December 31, 2024, the Company sold its remaining investments in Consensus common stock (see Note 5 — Investments ).

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

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

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

During the years ended December 31, 2025, the Company determined that the fair value of the Company’s investment in this corporate debt security fell to zero based on the latest available financial and certain other information related to the issuing entity.

Refer to Note 5 — Investments for further information.

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

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

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

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

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

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

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

As of December 31, 2024 and 2023, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.

In connection with certain of the Company’s acquisitions, contingent consideration may be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (“EBITDA”), gross margin, and/or revenue thresholds and had a combined fair value of $ 6.8 million and $ 2.8 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the possible payments under these arrangements ranged from zero to a maximum total of $ 9.2 million.

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

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$ 2.8 million.

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

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

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Money market and other funds $ 86,657 $ — $ — $ 86,657 $ 86,657

Long-term investments:

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

Total assets measured at fair value $ 86,657 $ — $ — $ 86,657 $ 86,657

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Money market and other funds $ 85,833 $ — $ — $ 85,833 $ 85,833

Short-term investments:

Consensus common stock 27,109 — — 27,109 27,109

Long-term investments:

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For the year ended December 31, 2025 and 2024, there were no transfers that occurred between levels.

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

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

Years ended December 31,

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( 2,784 ) ( 17,788 ) — 2,089

Payments — — ( 355 ) —

Foreign currency translation adjustment

Balance as of December 31

$ 6,837 $ — $ 2,834 $ 17,788

(1) The fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ on the Consolidated Statements of Operations during the years ended December 31, 2024 and 2023.

The fair value adjustments to the corporate debt securities in the table above were recorded within ‘Change in fair value on available-for-sale investments, net’ on the Consolidated Statements of Comprehensive Income during the years ended December 31, 2024 and 2023.

(1) During the years ended December 31, 2025, the fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ in the Consolidated Statements of Operations and relate to changes in the expected payout against financial targets.

During the years ended December 31, 2025 and 2024, the fair value adjustments to the corporate debt security in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Consolidated Statements of Comprehensive Income for the portion of the change that does not relate to change in credit conditions and in the ‘Provision for credit losses on investments’ in the Consolidated Statements of Operations for the portion of the change that relates to change in credit conditions.

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Nonrecurring Fair Value Measurements

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Such fair value measurements are based predominately on Level 3 inputs.

See Note 8 — Goodwill and Intangible Assets for further information on a goodwill impairment charges recorded in the years ended December 31, 2024, 2023, and 2022.

See Note 8 — Goodwill and Intangible Assets for further information on goodwill impairment charges recorded in the years ended December 31, 2025 and 2024.

Other Fair Value Disclosures

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

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

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

Carrying Value Fair Value Carrying Value Fair Value

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$ 260,170 $ 256,568 $ 258,885 $ 259,200

(1) On July 16, 2024, the Company exchanged approximately $ 400.9 million in aggregate principal amount of the Company’s 1.75 % Convertible Notes as part of the Exchange Transaction.

The Company issued $ 263.1 million in aggregate principal amount of new 3.625 % Convertible Notes, as defined in Note 9 — Debt, and paid an aggregate of approximately $ 135.0 million in cash.

Refer to Note 9 — Debt for additional information.

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Property and Equipment

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Total property and equipment, net $ 213,179 $ 197,216

Depreciation expense included in ‘Depreciation and amortization’ on our Consolidated Statements of Operations was $ 94.4 million, $ 92.1 million, and $ 76.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Depreciation expense included in ‘Depreciation and amortization’ in our Consolidated Statements of Operations was $ 106.9 million, $ 94.4 million, and $ 92.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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Goodwill and Intangible Assets

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117,855 6,811 — — 4,532 129,190

Goodwill impairment ( 56,850 ) — — — — ( 56,850 )

Purchase accounting adjustments (1)

Goodwill removed due to sale of businesses (1)

( 3,983 ) — — — — ( 3,983 )

Goodwill impairment ( 85,273 ) — — — — ( 85,273 )

Foreign exchange translation ( 194 ) 5 ( 201 ) ( 1,544 ) ( 3,815 ) ( 5,741 )

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— 11,552 508 401 18,160 30,621

Goodwill removed due to sale of business (2)

Purchase accounting adjustments (2)

( 291 ) 48 — — 123 ( 120 )

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$ 321,802 $ 80,526 $ 404,598 $ 260,573 $ 540,038 $ 1,607,537

(1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Business Acquisitions ).

(2) During the year ended December 31, 2024, in a cash transaction, the Company sold an international business at Technology & Shopping, which resulted in $ 4.0 million of goodwill being removed in connection with this sale.

During the year ended December 31, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segments as a result of a sustained decline in the Company’s stock price, and forecasted reduction in revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in certain of its reporting units.

(1) During the year ended December 31, 2024, in a cash transaction, the Company sold an international business at the Technology & Shopping reportable segment, which resulted in $ 4.0 million of goodwill being removed in connection with this sale.

(2) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Acquisitions and Dispositions ).

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.

During the year ended December 31, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segment as a result of a sustained decline in the Company’s stock price and forecasted reductions in revenue or EBITDA in certain of its reporting units.

Based on the quantitative fair value test of two reporting units within the Technology & Shopping reportable segment, the carrying value of the reporting units exceeded their fair value, and the Company recorded an impairment of approximately $ 85.3 million during the year ended December 31, 2024.

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During the year ended December 31, 2023, the Company reassessed the fair value of certain reporting units within the Technology & Shopping reportable segment as a result of forecasted reduction in revenue and EBITDA in the reporting unit, as well as an increase in interest rates and market volatility that could affect the Company’s assumptions on its discount rates.

Based on the quantitative fair value test, the carrying value of the reporting unit exceeded its fair value, and the Company recorded an impairment of approximately $ 56.9 million during the year ended December 31, 2023.

During each period, the fair value of the relevant 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.

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

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

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

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

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

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

Goodwill as of December 31, 2024 and 2023 reflects accumulated impairment losses of $ 169.5 million and $ 84.2 million, respectively, in the Technology & Shopping reportable segment.

Goodwill as of December 31, 2025 reflects accumulated impairment losses of $ 169.5 million in the Technology & Shopping reportable segment and $ 17.6 million in the Cybersecurity & Martech reportable segment.

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

Intangible Assets Subject to Amortization

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2026 $ 100,740

Thereafter 53,953

Total expected amortization expense $ 344,212

Amortization expense included in ‘Depreciation and amortization’ i n our Consolidated Statements of Operations was approximately $ 121.7 million, $ 117.5 million, and $ 144.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Amortization expense included in ‘Depreciation and amortization’ on our Consolidated Statements of Operations was approximately $ 117.5 million, $ 144.9 million, and $ 156.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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

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3.625 % Convertible Notes

263,147 263,147

Total Notes 872,294 872,294

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Total long-term debt $ 866,500 $ 864,282

(1) Includes $ 0.7 million and $ 0.8 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of December 31, 2024 and December 31, 2023, respectively, $ 0.9 million and $ 5.5 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of December 31, 2024 and December 31, 2023, respectively, and $ 0.7 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of December 31, 2024.

current portion ( 148,685 ) —

Total long-term debt, less current portion $ 717,815 $ 864,282

(1) Includes $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of December 31, 2025 and December 31, 2024, respectively, $ 0.4 million and $ 0.9 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of December 31, 2025 and December 31, 2024, respectively, and $ 0.5 million and $ 0.7 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of December 31, 2025 and December 31, 2024, respectively.

At December 31, 2025, future principal and interest payments for debt are as follows (in thousands):

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

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

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

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

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

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

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

Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40 % of the 4.625 % Senior Notes at a price equal to 104.625 % of the principal amount, plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

The Company may make such redemption only if, after such redemption, at least 50 % of the aggregate principal amount of the 4.625 % Senior Notes remains outstanding.

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

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

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

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

Prior to 2022, the Company repurchased $ 83.3 million in aggregate principal of its 4.625 % Senior Notes.

Repurchases of 4.625 % Senior Notes on the open market (excluding those from a tender offer) during the periods presented were as follows (in thousands):

December 31, 2022

Principal repurchased $ 181,238

Aggregate purchase price $ 167,661

(Gain) loss on repurchase (1)

(1) Presented within ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations.

Cumulatively as of December 31, 2024, the Company repurchased approximately $ 290.0 million in aggregate principal of its 4.625 % Senior Notes.

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

The following table provides additional information on the 4.625 % Senior Notes (in thousands):

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Coupon interest expense $ 21,277 $ 21,269 $ 21,159

Amortization of discount and debt issuance costs

Amortization of discount and deferred issuance costs

Total interest expense related to 4.625 % Senior Notes

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The Company received proceeds of $ 537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs.

A portion of the net proceeds were used to pay off all

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amounts outstanding under the then-existing Credit Facility.

A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing Credit Facility.

The 1.75 % Convertible Notes bear interest at a rate of 1.75 % per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020.

The 1.75 % Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased.

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

As of December 31, 2024, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

The Company also paid outstanding and accrued interest of $ 1.5 million on the exchanged 1.75 % Convertible Notes during 2024.

Under certain conditions set forth in the indenture, the 1.75 % Convertible Notes bear additional interest of 0.50 % per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021.

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As such, the cumulative $ 7.7 million interest expense was non-recurring.

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

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

As of December 31, 2024, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

The Company also paid outstanding and accrued interest of $ 1.5 million on the exchanged 1.75 % Convertible Notes during 2024.

Holders may surrender their 1.75 % Convertible Notes for conversion at any time prior to the close of business on the

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business day immediately preceding July 1, 2026 only under the following circumstances:

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

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On or after July 1, 2026, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

The 1.75 % Convertible Notes can be settled in cash, the Company’s common stock, or a combination of cash and the Company’s common stock, at $ 0.01 par value per share, at the Company’s election The Company will settle conversions of the 1.75 % Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election.

The Company will settle conversions of the 1.75 % Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election.

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

As of December 31, 2024 and December 31, 2023, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Consolidated Balance Sheets.

Prior to the Separation, the conversion rate on the 1.75 % Convertible Notes was 7.9864 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes, which represented a conversion price of approximately $ 125.21 per share of the Company’s common stock.

The Separation constituted an event under the 1.75 % Convertible Notes that required an adjustment and the conversion rate increased to 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

As of December 31, 2024 and December 31, 2023, this rate equated to 1,398,391 shares and 5,158,071 shares, respectively.

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

As of December 31, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes.

Accordingly, as of December 31, 2024, the 1.75 % Convertible Notes were classified as long-term debt on our Consolidated Balance Sheets.

As of December 31, 2025, the 1.75 % Convertible Notes are classified as a short-term debt on our Consolidated Balance Sheets as a result of their nearing maturity.

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 in the aggregate), which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

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

In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 1.75 % Convertible Note indenture), in certain circumstances, the Company will increase the conversion rate for a holder that elects to convert its 1.75 % Convertible Notes in connection with such a corporate event.

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

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The following table provides additional information related to the 1.75 % Convertible Notes (in thousands):

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Coupon interest expense $ 2,609 $ 6,429 $ 17,369

Amortization of debt issuance costs 1,251 1,863 1,858

Amortization of deferred issuance costs

499 1,251 1,863

Total interest expense related to 1.75 % Convertible Notes

$ 3,108 $ 7,680 $ 19,232

Accounting for the 1.75 % Convertible Notes

On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method.

As a result of this adoption, the Company de-recognized the remaining unamortized debt discount of $ 87.3 million on the 1.75 % Convertible Notes and, therefore, no longer recognizes any amortization of debt discounts as interest expense.

In connection with the issuance of the 1.75 % Convertible Notes, the Company incurred $ 12.9 million of deferred issuance costs, which primarily consisted of the underwriters’ discount, legal and other professional service fees.

Of the total deferred issuance costs incurred, $ 10.1 million was attributable to the liability component and is being amortized to interest expense through the maturity date at an effective interest rate of 5.5 % .

The remaining $ 2.8 million of the deferred issuance costs were netted with the equity component in additional paid-in capital at the issuance date.

Upon adoption of ASU 2020-06, the Company reclassified the $ 2.8 million from additional paid-in-capital to long-term liability and recorded a cumulative adjustment to retained earnings for amortization from the issuance date through January 1, 2022.

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3.625 % Convertible Notes

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

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

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

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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.

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

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

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

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

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

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

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The following table provides additional information related to the 3.625 % Convertible Notes (in thousands):

December 31, 2024

Principal amount of 3.625 % Convertible Notes

$ 263,147 $ 263,147

Unamortized discount

( 2,465 ) ( 3,528 )

Deferred issuance costs

( 512 ) ( 734 )

Net carrying amount of 3.625 % Convertible Notes

$ 260,170 $ 258,885

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

December 31, 2024

Years ended December 31,

Coupon interest expense $ 9,539 $ 4,372

Amortization of discount and debt issuance costs 571

Amortization of discount and deferred issuance costs

Total interest expense related to 3.625 % Convertible Notes

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$ 10,824 $ 4,943

Credit Agreement

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

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.

On June 10, 2022 (the “Term Loan Funding Date”), the Company entered into a Fifth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate a debt-for-equity exchange.

The Fifth Amendment to the Credit Agreement provided for the Term Loan Facility in an aggregate principal amount of $ 90.0 million and certain other changes to the Credit Agreement.

The Term Loan Facility had a maturity date that was 60 days after the Term Loan Funding Date.

The Term Loan Facility bore interest at a base rate equal to the greater of (x) the Federal Funds Effective Rate, as defined in the Credit Agreement, in effect on such day plus 0.5 % per annum, (y) the rate of interest per annum most recently announced by the Agent, as defined in the Credit Agreement, as its U.S.

Dollar “Reference Rate” and (z) one month LIBOR plus 1 %, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case.

During June 2022, the Company borrowed approximately $ 90.0 million under the Term Loan Facility and completed the non-cash debt-for-equity exchange of 2,300,000 shares of its common stock of Consensus to settle its obligation of $ 90.0 million outstanding aggregate principal amount of the Term Loan Facility plus an immaterial amount of interest.

On September 15, 2022 (the “Term Loan Two Funding Date”), the Company entered into a Sixth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate a debt-for-equity exchange.

The Sixth Amendment to the Credit Agreement provided for the Term Loan Two Facility in an aggregate principal amount of approximately $ 22.3 million and certain other changes to the Credit Agreement.

The Term Loan Two Facility had a maturity date that was 60 days after the Term Loan Two Funding Date.

The Term Loan Two Facility bore interest at a base rate equal to the greater of (x) the Federal Funds Effective Rate, as defined in the Credit Agreement, in

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effect on such day plus 0.5 % per annum, (y) the rate of interest per annum most recently announced by the Agent, as defined in the Credit Agreement, as its U.S.

Dollar “Reference Rate” and (z) one month LIBOR plus 1 %, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case.

During September 2022, the Company borrowed approximately $ 22.3 million under the Term Loan Two Facility and completed the non-cash debt-for-equity exchange of 500,000 shares of its common stock of Consensus to settle its obligation of $ 22.3 million outstanding aggregate principal amount of the Term Loan Two Facility plus an immaterial amount of interest.

As of December 31, 2022, the Company recorded a loss on extinguishment of debt of approximately $ 0.6 million, related to the debt-for-equity exchanges, which is presented within ‘Gain (loss) on debt extinguishment, net’ on our Consolidated Statements of Operations.

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.

The Company leases certain facilities and equipment under non-cancelable operating leases which expire at various dates through 2031.

Office and equipment leases are typically for terms of three to five years and generally provide renewal options for terms up to an additional five years .

Office and equipment leases are typically for terms of one to five years and generally provide renewal options.

Some of the Company’s leases include options to terminate within one year .

During the year ended December 31, 2025, 2024, and 2023, the Company recorded impairments of $ 1.3 million, $ 0.9 million, and $ 2.2 million, respectively on its operating lease right of use assets within various reportable segments primarily related to exiting certain lease space as the Company regularly evaluates its office space requirements in light of more of its workforce working from home as part of a “remote” or “partial remote” work model.

The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment .

The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC 360.

The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represent Level 3 unobservable inputs.

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Total operating lease liabilities $ 25,209 $ 30,463

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The components of lease expense are as follows (in thousands):

Years ended December 31,

Operating lease cost $ 9,463 $ 10,760

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Weighted average discount rate 4.58 % 4.28 %

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As of December 31, 2025, maturities of operating lease liabilities were as follows (in thousands):

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

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

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

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

Although the Company cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable possibility that a loss may be incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company does not believe, based on current knowledge, that any legal proceedings or claims pending against us, after giving effect to any existing accrued liabilities for such legal proceedings or claims, are likely to have a material adverse

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range of loss or make a statement that such an estimate cannot be made.

effect on the Company’s overall consolidated financial position, results of operations, or cash flows.

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

Accordingly, unless otherwise indicated below in our discussion of litigation, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.

On July 8, 2020, Jeffrey Garcia filed a putative class action lawsuit against the Company in the Central District of California (20-cv-06096), alleging violations of federal securities laws.

The court appointed a lead plaintiff.

The Company moved to dismiss the consolidated class action complaint.

The court granted the motion to dismiss and the plaintiff filed an amended complaint.

The Company moved to dismiss the amended complaint.

On August 8, 2022, the court granted the Company’s motion to dismiss the amended complaint without leave to amend.

The lead plaintiff appealed the dismissal.

On April 19, 2024, the Ninth Circuit Court of Appeals affirmed the dismissal.

On December 11, 2020, Danning Huang filed a lawsuit in the District of Delaware (20-cv-01687-LPS) asserting derivative claims against directors of the Company and other third parties.

The lawsuit alleges violations of Section 14(a), Section 10(b), Section 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as breach of fiduciary duty, unjust enrichment and abuse of control.

On March 24, 2021, Fritz Ringling filed a lawsuit in the District of Delaware (21-cv-00421-UNA) asserting substantially similar derivative claims, and on April 8, 2021, the district court consolidated the two actions under the caption In re J2 Global Stockholder Derivative Litigation.

20-cv-01687-LPS.

On June 4, 2024, the plaintiffs in the consolidated case dismissed their claims without prejudice.

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

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

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

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The continuing operations income tax (expense) benefit consisted of the following (in thousands):

The income tax (expense) benefit consisted of the following (in thousands):

Years ended December 31,

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Total deferred ( 3,961 ) 18,822 30,017

Income tax expense from continuing operations

Income tax expense

$ ( 25,447 ) $ ( 41,370 ) $ ( 24,142 )

A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows:

Income before income taxes for the years ended December 31, 2025, 2024, and 2023, respectively is as follows (in thousands):

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Years ended December 31,

2025 2024 2023

Income from domestic operations

$ 20,888 $ 25,117 $ 25,762

Income from foreign operations

59,859 68,077 49,212

Income before income tax

$ 80,747 $ 93,194 $ 74,974

A reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate for the year ended December 31, 2025 is as follows (amounts in thousands):

Year ended December 31, 2025

Income before income tax expense $ 80,747

Federal statutory rate

16,986 21.0 %

State and local income taxes, net of federal tax effect (1)

Foreign tax effect

Provincial taxes

Changes in valuation allowances

Goodwill impairment

Return to Provision adjustments

( 1,162 ) ( 1.5 ) %

( 245 ) ( 0.3 ) %

United Kingdom

Other foreign jurisdiction

Effect of cross-border tax laws

Global intangible low-taxed income (“GILTI”)

Foreign derived intangible income (“FDII”)

( 2,120 ) ( 2.6 ) %

Subpart F inclusion

Research and development ( 3,259 ) ( 4.0 ) %

Foreign tax credits ( 6,257 ) ( 7.7 ) %

Changes in valuation allowances

Nontaxable or nondeductible items

Goodwill impairment

Share-based payments awards

Domestic-Foreign Intercompany Offset

( 1,852 ) ( 2.3 ) %

Changes in unrecognized tax benefits

( 1,883 ) ( 2.3 ) %

Other adjustments

( 312 ) ( 0.4 ) %

Effective tax rate

$ 25,447 31.5 %

(1) In year 2025, state and local income taxes in California, Maryland, and Missouri comprise the majority of the domestic, state, and local income taxes, net of federal effect category.

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The effective tax rate for the year ended December 31, 2025 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment that resulted in no corresponding tax benefit, a tax expense recognized due to recording a valuation allowance related to the Company’s U.S.

and Canadian tax attributes and a tax expense recognized from the shortfall of share-based payments awards.

The reduction to our effective tax rate was partially offset by tax benefits from tax credits and a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations.

A reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

Years Ended December 31,

Statutory tax rate 21.0 % 21.0 %

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Impairment of goodwill

Mark-to market on investment in Consensus — — 22.1

Return to provision adjustments

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Effective tax rates 44.4 % 32.2 %

The effective tax rate for continuing operation for the year ended December 31, 2024 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to two of the Company’s reporting units that resulted in no corresponding tax benefit and a tax expense recognized due to recording a valuation allowance related to the Company’s U.S.

The effective tax rate for the year ended December 31, 2024 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to two of the Company’s reporting units that resulted in no corresponding tax benefit and a tax expense recognized due to recording a valuation allowance related to the Company’s U.S.

capital loss carryforwards.

The detrimental impact to our effective tax rate was partially offset by a tax benefit recognized as a result of a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations.

The effective tax rate for continuing operations for the year ended December 31, 2023 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to one of the Company’s reporting units that resulted in no corresponding tax benefit and had a detrimental impact to the effective tax rate.

The effective tax rate for the year ended December 31, 2023 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to one of the Company’s reporting units that resulted in no corresponding tax benefit and had a detrimental impact to the effective tax rate.

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The effective tax rate for continuing operations for the year ended December 31, 2022 differs from the federal statutory rate primarily due to a book-tax difference related to the loss recognized for accounting purposes related to the Company’s shares held in Consensus stock.

The Company recognized a deferred tax liability resulting in tax expense of $ 13.4 million on the outside basis difference between the book basis exceeding the tax basis of the Investment in Consensus on October 7, 2022 due to future disposals of the shares being subject to tax based on guidance and requirements set out by the Internal Revenue Service.

The effective tax rate also differs from the federal statutory tax rate due to income earned in the United States also being subject to income taxes in various state jurisdictions with statutory tax rates that can range from 2.5 percent to 11.5 percent.

This increase in the effective income tax rate is offset by a decrease in the net reserve for uncertain tax positions during 2022 and a tax benefit claimed in the United States related to a deduction for foreign-derived intangible income.

The decrease in the reserve for uncertain tax positions is primarily due to the lapse of the statute of limitations for U.S.

tax reserves.

The Organization for Economic Co-operation and Development (“OECD”) established a Pillar Two Framework that was supported by over 130 countries worldwide.

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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.

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Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities.

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Net deferred tax liabilities $ ( 36,127 ) $ ( 38,532 )

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The Company had approximately $ 85.1 million and $ 89.7 million in deferred tax assets, net of valuation allowances as of December 31, 2025 and 2024, respectively, related primarily to capital loss carryforwards, net operating loss carryforwards, capitalized research and development expenses, fixed asset basis, and accrued expenses being treated differently between its financial statements and its tax returns.

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Charges to costs and expenses

3,809 5,949 21

Write-offs and recoveries ( 1,099 ) — —

Ending balance $ 10,379 $ 7,669 $ 1,720

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As of December 31, 2025, the Company had federal net operating loss carryforwards (“NOLs”) of $ 27.1 million, after considering substantial restrictions on the utilization of these NOLs due to “ownership changes”, as defined in the Internal Revenue Code of 1986, as amended.

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

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

Approximately $ 2.0 million of the NOLs expire through 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 allowances of $ 1.7 million for foreign tax jurisdictions and $ 5.5 million for state tax jurisdictions.

As of December 31, 2025, the Company’s deferred tax assets included federal capital loss limitation carryforwards of $ 10.3 million that begin to expire in 2026 through 2028.

During 2024, the Company recognized a valuation allowance on the entire federal capital loss limitation carryforward.

In addition, as of December 31, 2025, the Company had available state research and development tax credit carryforwards of $ 3.2 million, which last indefinitely.

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The Company’s prepaid taxes were $ 26.2 million and $ 6.4 million at December 31, 2025 and 2024, respectively.

Income from continuing operations before income taxes included income from domestic operations of $ 25.1 million, $ 25.8 million, and $ 71.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, and income from foreign operations of $ 68.1 million, $ 49.2 million, and $ 59.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Uncertain Income Tax Positions

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The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets.

The Company has classified $ 9.1 million of unrecognized tax benefits including interest as a current liability as it expects to settle the balance within one year.

As of December 31, 2025, the total amount of unrecognized tax benefits for continuing operations was $ 18.4 million, of which $ 17.0 million, if recognized, would affect the Company’s effective tax rate.

As of December 31, 2023, the total amount of unrecognized tax benefits for continuing operations was $ 29.2 million, of which $ 27.4 million, if recognized, would

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affect the Company’s effective tax rate.

As of December 31, 2024, the total amount of unrecognized tax benefits for continuing operations was $ 22.6 million, of which $ 21.2 million, if recognized, would affect the Company’s effective tax rate.

As of December 31, 2023, the total amount of unrecognized tax benefits for continuing operations was $ 29.2 million, of which $ 27.4 million, if recognized, would affect the Company’s effective tax rate.

The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for the years ended December 31, 2025, 2024, and 2023, is as follows (in thousands):

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The Company includes interest and penalties related to unrecognized tax benefits within ‘Income tax expense’ on the Consolidated Statements of Operations.

As of December 31, 2024, 2023, and 2022, the total amount of interest and penalties accrued was $ 7.4 million, $ 7.1 million, and $ 6.3 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets.

As of December 31, 2025, 2024, and 2023, the total amount of interest and penalties accrued was $ 10.2 million, $ 7.4 million, and $ 7.1 million, respectively, which is presented within ‘Liability for uncertain tax positions’ on the Consolidated Balance Sheets.

In connection with the liability for unrecognized tax benefits, the Company recognized interest and penalty expense during the years ended December 31, 2025, 2024, and 2023 of $ 2.8 million, $ 0.3 million, and $ 0.7 million, respectively.

Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations.

At this point it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months.

In addition, the Company cannot currently estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations due to ongoing audits.

As a result of ongoing federal, state and foreign income tax audits (discussed below), it is reasonably possible that the Company’s entire reserve for uncertain income tax positions for the periods under audit will be released.

It is also reasonably possible that the Company’s reserves will be inadequate to cover the entire amount of any such income tax liability.

We conduct business on a global basis and as a result, one or more of our subsidiaries file income tax returns in the U.S.

federal and in multiple state, local, and foreign tax jurisdictions.

federal income tax returns for years 2012 through 2016 are under various stages of audit by the IRS.

federal income tax returns for years 2012

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through 2016 are under various stages of audit by the IRS.

We are also under audit for various U.S.

5 unchanged sentences

However, it is not currently possible to estimate the amount, if any, of such change.

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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.

Income Taxes Paid

Income taxes paid, net of refunds during the year ended December 31, 2025 were as follows (in thousands):

December 31, 2025

United Kingdom

Other foreign jurisdictions

Income taxes paid, net of refunds

Income taxes paid, net of refunds during the years ended December 31, 2024 and 2023 were as follows (in thousands):

Years ended December 31,

Income taxes paid, net of refunds $ 68,731 $ 64,594

Stockholders’ Equity

On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of the Company’s common stock through August 6, 2025 (the “2020 Program”).

On August 6, 2020, the Company’s Board of Directors (the “Board”) approved a program authorizing the repurchase of up to ten million shares of the Company’s common stock through August 6, 2025 (the “2020 Program”).

The Company entered into certain Rule 10b5-1 trading plans to execute repurchases under the 2020 Program.

On August 2, 2024, the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029.

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

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

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During the years ended December 31, 2025, 2024, and 2023, the Company repurchased 4,758,281 , 3,500,000 , and 1,585,846 shares, respectively, under the 2020 Program, at an aggregate cost of $ 171.7 million, $ 181.8 million, and $ 104.9 million, respectively (including excise tax).

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As a result of the repurchases, the number of shares of the Company’s common stock available for purchase as of December 31, 2025 was 1,483,027 shares.

On April 24, 2025, the Company repurchased 143,161 shares of its common stock at an aggregate value of approximately $ 4.5 million in connection with the sale of its minority equity ownership interest in OpenEvidence.

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

Refer to Note 5 - Investments and Note 18 - Supplemental Cash Flow Information for further information.

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

During the years ended December 31, 2024, 2023 and 2022, the Company purchased and retired 80,241 , 69,622 , and 72,886 shares at an aggregate cost of approximately $ 4.1 million, $ 4.6 million, and $ 7.0 million, respectively, from plan participants for this purpose.

During the years ended December 31, 2025, 2024 and 2023, the Company purchased and retired 132,291 , 80,241 , and 69,622 shares, respectively, at an aggregate cost of approximately $ 5.2 million, $ 4.1 million, and $ 4.6 million, respectively, from plan participants for this purpose.

Share-Based Compensation

14 unchanged sentences

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

Year ended December 31,

Years ended December 31,

2025 2024 2023

5 unchanged sentences

Total share-based compensation expense $ 44,927 $ 40,915 $ 31,920

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(1) Includes expense of $ 0.2 million related to liability classified awards issued to non-employees of the Company for the year ended December 31, 2025.

Stock Options

1 unchanged sentence

Stock options generally expire after 10 years and vest over a 5 to 8 year period.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m).

26 unchanged sentences

There were no stock option exercises in 2025, 2024, and 2023.

The total intrinsic values of options exercised during the year ended December 31, 2022 was $ 0.4 million.

The total fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $ 1.0 million, $ 1.0 million, and $ 1.0 million, respectively.

Cash received from options exercised under all share-based payment arrangements for the year ended December 31, 2022 was $ 0.1 million.

The actual tax benefit realized for the tax deductions from option exercises under the share-based payment arrangements totaled $ 0.3 million for the year ended December 31, 2022.

As of December 31, 2024, there was $ 1.0 million of total unrecognized compensation expense related to nonvested share-based compensation options granted under the Plans.

That expense is expected to be recognized ratably over a weighted average period of 1.1 years (i.e., the remaining requisite service period).

As of December 31, 2025, there was an immaterial amount of unrecognized compensation expense related to non-vested options granted under the Plans.

Restricted Stock and Restricted Stock Units

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

The Company granted 413,053 , 305,549 , and 154,022 shares of restricted stock units (excluding awards with market conditions below) during the years ended December 31, 2024, 2023, and 2022, respectively.

The Company granted 757,292 , 413,053 , and 305,549 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the years ended December 31, 2025, 2024, and 2023, respectively.

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

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

Performance periods for PSUs granted in 2024 were one , two , and three-years and performance periods for PSUs granted in 2025 were two and three years .

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

During the years ended December 31, 2025 and 2024, the Company awarded 598,676 and 308,970 equity classified PSUs that vest under the conditioned specified above.

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

Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20 -day and 30 -day look back (trading days).

During the year ended December 31, 2023, the Company awarded 167,606 PSUs at stock price targets ranging from $ 83.61 to $ 103.76 per share.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

Market-based awards granted prior to 2024 have vesting conditions that are based on specific stock price targets of the company’s common stock.

During the years ended December 31, 2023 and 2022 the Company awarded 167,606 and 100,193 , respectively, PSUs at stock price targets ranging from $ 83.61 to $ 103.76 per share.

During the year ended December 31, 2024, the Company awarded 308,970 equity classified PSUs that vest in shares of the Company’s stock ranging from 0 % to 200 % of the award, based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in the market index over the respective one, two, and three-year performance periods.

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

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

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

The per share weighted average grant-date fair values of PSUs granted during the years ended December 31, 2025, 2024, and 2023 were $ 38.80 , $ 87.17 , and $ 70.06 , respectively.

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

Years ended December 31,

2025 2024 2023

11 unchanged sentences

Vested ( 52,060 ) 72.29 — —

Canceled ( 4,920 ) 77.92 — —

( 322 ) 77.75 — —

Nonvested at December 31, 2023

2 unchanged sentences

Vested ( 40,735 ) 71.73 — —

Canceled ( 322 ) 77.75 — —

( 154 ) 77.75 — —

Nonvested at December 31, 2024

2 unchanged sentences

Vested ( 27,632 ) 68.97 — —

Canceled ( 154 ) 77.75 — —

Nonvested at December 31, 2025

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Restricted stock unit activity for the years ended December 31, 2024, 2023 and 2022 is set forth below:

RSU and PSU activity for the years ended December 31, 2025, 2024 and 2023 is set forth below:

Number of Shares

6 unchanged sentences

Vested ( 111,185 ) 101.41 — —

Canceled ( 24,831 ) 94.02 ( 10,250 ) 89.73

( 31,894 ) 83.82 ( 17,233 ) 77.98

Outstanding at December 31, 2023

2 unchanged sentences

Vested ( 175,564 ) 90.68 — —

Canceled ( 31,894 ) 83.82 ( 17,233 ) 77.98

( 91,687 ) 74.44 ( 58,756 ) 79.88

Outstanding at December 31, 2024

2 unchanged sentences

Vested ( 296,605 ) 79.13 ( 23,477 ) 78.73

Canceled ( 91,687 ) 74.44 ( 58,756 ) 79.88

( 61,459 ) 58.53 ( 81,091 ) 68.39

Outstanding at December 31, 2025

4 unchanged sentences

Aggregate intrinsic value of shares outstanding as of December 31, 2025 was $ 37.0 million and $ 35.7 million for RSUs and PSUs, respectively.

Aggregate intrinsic value for shares vested and expected to vest was $ 33.2 million and $ 27.1 million for RSUs and PSUs, respectively.

As of December 31, 2024, the Company had unrecognized share-based compensation cost of approximately $ 50.8 million associated with these restricted stock awards and restricted stock units.

This cost is expected to be recognized over a weighted-average period of 1.1 years for restricted stock awards and 2.0 years for restricted stock units.

Aggregate intrinsic value for shares vested and expected to vest as of December 31, 2025 was $ 34.1 million and $ 32.4 million for RSUs and PSUs, respectively.

As of December 31, 2025, share-based compensation cost of $ 32.5 million is expected to be recognized over a weighted-average period of 1.8 years for RSUs, and share-based compensation cost of $ 21.2 million is expected to be recognized over a weighted-average period of 1.8 years for PSUs.

As of December 31, 2025, there was an immaterial amount of unrecognized compensation expense related to non-vested RSAs.

Share-based compensation cost for PSAs is fully recognized.

The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2025, 2024, and 2023 was $ 25.3 million, $ 15.9 million, and $ 11.3 million, respectively.

40 unchanged sentences

Net income available to participating securities (1)

— ( 2 ) ( 20 )

Convertible Notes interest expense (after-tax)

6 unchanged sentences

Diluted weighted-average outstanding shares of common stock 41,098,514 44,519,693 46,464,261

Net income per share from continuing operations:

Net income per share:

Basic $ 1.16 $ 1.42 $ 0.89

6 unchanged sentences

The Company’s businesses are based on the organizational structure used by the Chief Executive Officer of the Company, who acts as the chief operating decision maker (“CODM”).

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 its five reportable segments as follows:

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

5 unchanged sentences

The Cybersecurity & Martech reportable segment generates revenues from cloud-based Software-as-a-Service offerings for various communication, messaging, security, privacy, customer marketing, and other needs of end-users.

It also generates revenues from a customer acquisition platform for subscription services companies.

ZIFF DAVIS, INC.

75 unchanged sentences

Total operating costs and expenses $ 1,231,417

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

(2) Other Gaming & Entertainment operating costs and expenses consist primarily of credit card processing fees, inventory-related costs, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, and certain allocated overhead expenses.

(3) Other Health & Wellness operating costs and expenses consist primarily of app-store fees, credit card processing fees, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, and certain allocated overhead expenses.

(4) Other Connectivity operating costs and expenses consist primarily of inventory-related costs, credit card processing fees, inventory related costs, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, and certain allocated overhead expenses.

(5) Other Cybersecurity & Martech operating costs and expenses consist primarily of credit card processing fees, telecommunication backbone costs, travel and entertainment costs, office expenses, bad debt expense, and certain allocated overhead expenses.

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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

Years ended December 31,

2025 2024 2023

(Loss) income from operations by reportable segment:

Income (loss) from operations by reportable segment:

Technology & Shopping $ 9,302 $ ( 71,072 ) $ ( 50,498 )

8 unchanged sentences

Income from operations $ 183,086 $ 113,648 $ 132,611

(1) Corporate includes costs associated with general, administrative, and other expenses that are managed on a global basis and that are not directly attributable to any particular segment.

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

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

36 unchanged sentences

$ — $ — $ 13,500

Disposition of Consensus common stock (1)

Sale of equity investments for common stock (1)

$ 4,488 $ — $ —

Non-cash financing activity:

Debt principal settled in exchange for Consensus common stock (1)

$ — $ — $ 112,286

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

2 unchanged sentences

$ 1,584 $ 1,099 $ —

(1) During the year ended December 31, 2022, the Company disposed $ 160.1 million of its investment in Consensus in exchange for $ 112.3 million of debt and recorded $ 47.8 million of loss on investment, net.

(1) Includes 143,161 shares received in connection with sale of our minority equity ownership interest in OpenEvidence during the year ended December 31, 2025 .

Supplemental data (in thousands):

2 unchanged sentences

Interest paid $ 34,618 $ 28,856 $ 38,653

Income taxes paid, net of refunds $ 68,731 $ 64,594 $ 59,543

Operating cash outflows related to lease liabilities were as follows (in thousands):

2 unchanged sentences

Operating cash outflows related to lease liabilities $ 9,081 $ 17,167 $ 23,230

Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the years ended December 31, 2024, 2023, and 2022 (in thousands):

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Unrealized Gains (Losses) on Investments Foreign Currency Translation Total

1 unchanged sentence

$ 441 $ ( 85,814 ) ( 85,373 )

Other comprehensive income (loss) before reclassifications

Other comprehensive income before reclassifications

96 13,657 13,753

2 unchanged sentences

$ 537 $ ( 72,157 ) $ ( 71,620 )

Other comprehensive income before reclassifications

Other comprehensive income (loss) before reclassifications

1,575 ( 12,426 ) ( 10,851 )

1 unchanged sentence

$ 2,112 $ ( 84,583 ) $ ( 82,471 )

Other comprehensive income (loss) before reclassifications

Other comprehensive income before reclassifications

540 27,509 28,049

Amounts reclassified from accumulated other comprehensive loss

( 2,652 ) — ( 2,652 )

Balance as of December 31, 2025

$ — $ ( 57,074 ) $ ( 57,074 )

There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2024, 2023, and 2022.

During the years ended December 31, 2025, the Company reclassified $ 2.7 million, net of tax, out of accumulated other comprehensive loss, representing the excess of unrealized losses over the provision for credit losses on the corporate debt security.

See Note 5 – Investments for further details.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2024 and 2023.

Related Party Transactions

Following the Separation (see Note 2 — Basis of Presentation and Summary of Significant Accounting Policies) , the Company retained an approximate 19.9 % interest in Consensus common stock.

Throughout the year ended December 31, 2022, the Company disposed of a significant portion of its investment in Consensus common stock resulting in Consensus no longer being a related party after September 30, 2022.

Related party transactions with Consensus through September 30, 2022 are discussed in Note 5 — Investments.

In connection with the Separation, Ziff Davis and Consensus entered into several agreements that govern the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property license agreement, and a stockholder and registration rights agreement.

The transition services agreement governs services including certain information technology services, finance and accounting services, and human resource and employee benefit services.

The agreed-upon charges for such services were generally intended to allow the providing company to recover all costs and expenses of providing such services, and nearly all such services were terminated without extension twelve months after the Separation.

During the year ended December 31, 2022, the Company recorded an offset to expense of approximately $ 1.2 million from Consensus related to the transition services agreement within ‘General, administrative, and other related costs’ within the Consolidated Statements of Operations.

Further, the Company assigned its lease of office space in Los Angeles, California to Consensus.

Ziff Davis remained the lessee under this lease and its obligations remained in place through October 7, 2022, after which time Consensus took over the lease in full.

During the year ended December 31, 2022, the Company recorded an offset to lease expense of approximately $ 1.5 million related to this lease.

However, Consensus paid the landlord directly and not Ziff Davis.

OCV is considered a related party because it is an investment that is accounted for by the equity method.

OCV Fund is considered a related party because it is an investment that is accounted for by the equity method.

On September 25, 2017, the Company entered into a commitment to invest $ 200.0 million (approximately 76.6 % of equity) in the OCV Fund.

4 unchanged sentences

and to engage in all activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing.

The manager, OCV Management, LLC, and general partner of the OCV Fund are entities with respect to which Richard S.

Ressler, former Chairman of the Board of the Company, is indirectly the majority equity holder.

Ressler’s tenure with the Board ended as of May 10, 2022.

As a limited partner in the OCV Fund, prior to the settlement of certain litigation generally related to the Company’s investment in the OCV Fund in January 2022, the Company paid an annual management fee to the manager equal to 2.0 % of capital commitments.

In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the OCV Fund’s general partner would be entitled to a carried interest equal to 20 %.

Subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the OCV Fund’s general partner would be entitled to a carried interest equal to 20 %.

The OCV Fund has a six year investment period, during which any incremental investments can be made, subject to certain exceptions.

The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy.

At the time of the settlement of the litigation (see Note 11 — Commitments and Contingencies ), the Company had invested approximately $ 128.8 million in the OCV Fund.

In connection with the settlement of the litigation, among other terms, no further capital calls will be made in connection with the Company’s investment in the OCV Fund, nor will any further management fees be paid by the Company to the manager.

During the year ended December 31, 2022, the Company recognized expense for management fees of $ 1.5 million, net of tax benefit.

No future capital calls will be made in connection with the Company’s investment in the OCV Fund, nor will any further management fees be paid by the Company to the manager.

Subsequent Event

On February 22, 2026, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional ten million shares of the Company’s common stock and (ii) an extension of the expiration date of the share repurchase program from August 2, 2029 to February 22, 2036 (“Amended Stock Repurchase Program”).

As a result of the Amended Stock Repurchase Program, the aggregate number of shares of the Company’s common stock under 2020 Program increases 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 Amended Stock Repurchase Program as of February 22, 2026.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data