11 unchanged sentences
Based on our evaluation, management concluded that Ziff Davis’s internal control over financial reporting was effective as of December 31, 2025.
−Removed: Pursuant to the SEC’s general guidance that the assessment of a recently acquired business’ internal control over financial reporting may be omitted in the year of acquisition, management has excluded certain of its 2024 acquisitions from its assessment of internal control over financial reporting as of December 31, 2024.
−Removed: Total assets, excluding goodwill and identifiable intangible assets, and total revenue of TDS and CNET acquired in 2024, in aggregate, represent approximately 15% and 5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
Our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their audit report which is included herein.
9 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired TDS and CNET during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, TDS and CNET’s internal control over financial reporting associated with 15% and 5% of assets and revenue, respectively, included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TDS and CNET.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
26 unchanged sentences
The following financial statements are filed as a part of this Annual Report on Form 10-K:
−Removed: Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;
−Removed: Los Angeles, California;
−Removed: PCAOB ID # 243 )
Report of Independent Registered Public Accounting Firm (KPMG LLP;
22 unchanged sentences
Specimen of Common Stock Certificate (Incorporated by reference to Exhibit 4.1.2 to Ziff Davis’ Current Report on Form 8-K filed on December 7, 2011 (File No.
−Removed: Indenture, dated as of June 10, 2014 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Registration Statement on Form S-3ASR filed on June 10, 2014, Registration No.
−Removed: 333-196640 (File No.
−Removed: First Supplemental Indenture, dated as of June 17, 2014 (incorporated by reference to Exhibit 4.2 to Ziff Davis’ Current Report on Form 8-K filed on June 17, 2014 (File No.
Indenture, dated as of November 15, 2019 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on November 15, 2019 (File No.
2 unchanged sentences
and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on July 16, 2024.(File No.
−Removed: F orm of certificate re presenting the 3.625% Convertible Senior Notes due 2028 (included as Exhibit A to E xhibit 4.1) (incorporated by reference to Exhibit 4.
−Removed: 2 to Ziff Davis’ Current Report on Form 8-K filed on July 16, 2024.(File No.
−Removed: Description of Registered Securities
+Added: Form of certificate representing the 3.625% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to Ziff Davis’ Current Report on Form 8-K filed on July 16, 2024.(File No.
+Added: Description of Registered Securities (incorporated by reference to Exhibit 4.9 to Ziff Davis' Annual Report on Form 10-K filed on February 25, 2025 (File No.
Form of Waiver Regarding Restricted Stock Agreements (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 10-Q filed on August 10, 2020 (File No.
29 unchanged sentences
Employment Agreement between Ziff Davis, Inc.
−Removed: and Layth Taki, effective as of September 27, 2022 (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on From 10-Q filed on November 9, 2022 (File No.
−Removed: Employment Agreement between Ziff Davis, Inc.
−Removed: and Lori T ansley , effective as of November 21 , 202 4 (1)
+Added: and Lori Tansley, effective as of November 21, 2024 ( i ncorporated by reference to Exhibit 1 0 .1 6 to Ziff Davis' Annual Report on Form 10-K filed on February 25, 2025 (File No.
+Added: 0-29565 ))(1)
Second Amended and Restated Limited Partnership Agreement, dated as of January 19, 2018, by and among OCV I GP, LLC and J2 Global, Inc.
37 unchanged sentences
(incorporated by reference to Exhibit 10.5 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.
−Removed: Stipulation of Settlement and Amendment No.
−Removed: 1 to the Second Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 10.15 to Ziff Davis’ Annual Report on Form 10-K filed on March 15, 2022 (File No.
−Removed: Order Approving Stipulated Settlement (incorporated by reference to Exhibit 10.16 to Ziff Davis’ Annual Report on Form 10-K filed on March 15, 2022 (File No.
−Removed: Termination Agreement, dated April 25, 2022, by and between Ziff Davis, Inc.
−Removed: and Orchard Capital Corporation (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on April 25, 2022 (File No.
−Removed: Z iff Davis, Inc.
−Removed: Securities Trading Policy (February 2024)
+Added: Ziff Davis, Inc.
+Added: Securities Trading Policy (incorporated by reference to Exhibit 19.1 to Ziff Davis' Annual Report on Form 10-K filed on February 25, 2025 (File No.
List of subsidiaries of Ziff Davis, Inc.
Consent of Independent Registered Public Accounting Firm – KPMG LLP
−Removed: Consent of Independent Registered Public Accounting Firm – BDO USA, P.C.
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
37 unchanged sentences
Kirk McDonald
−Removed: TAYLOR Director February 25, 2025
/s/ NEVILLE R.
Director February 24, 2026
+Added: TAYLOR Director February 24, 2026
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.