What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 311 added, 452 removed, 673 unchanged (53% of the section changed)

4 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 519,718 $ 573,777

2 unchanged sentences

Prepaid expenses and other current assets 83,101 81,964

Current assets - held for sale 435,223 91,217

Total current assets 1,435,498 1,370,399

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Other assets 28,418 24,523

Noncurrent assets - held for sale — 322,777

TOTAL ASSETS $ 3,394,285 $ 3,663,306

3 unchanged sentences

Deferred revenue, current 132,048 129,700

Current portion of long-term debt 148,810 148,685

Other current liabilities 15,521 16,089

Current liabilities - held for sale 114,365 76,216

Total current liabilities 863,716 1,074,953

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Other noncurrent liabilities 34,392 33,055

Noncurrent liabilities - held for sale — 16,541

TOTAL LIABILITIES 1,672,777 1,909,731

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Authorized 95,000,000 ;

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

total issued and outstanding 37,387,662 and 38,376,859 shares at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 454,325 472,723

8 unchanged sentences

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

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

2025 2024 2025 2024

Three months ended March 31,

Total revenues $ 267,641 $ 272,816

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Depreciation and amortization 44,878 48,452

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

Total operating costs and expenses 264,709 258,347

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

Operating income 2,932 14,469

Interest expense, net ( 6,896 ) ( 6,194 )

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

Gain (loss) on investments, net 678 — 5,018 ( 7,654 )

Provision for credit losses on investments

( 17,566 ) — ( 17,566 ) —

Other income (loss), net 688 ( 1,475 )

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

(Loss) income from continuing operations before income tax expense and income from equity method investment ( 3,276 ) 6,800

Income tax expense ( 2,637 ) ( 3,618 )

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

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

Net (loss) income per common share:

Income from equity method investment, net of tax 5,138 6,630

Net (loss) income from continuing operations ( 775 ) 9,812

Net income from discontinued operations, net of tax 23,036 14,427

Net income $ 22,261 $ 24,239

Net (loss) income per common share from continuing operations:

Basic $ ( 0.02 ) $ 0.23

Diluted $ ( 0.02 ) $ 0.23

Net income per common share from discontinued operations:

Basic $ 0.61 $ 0.34

Diluted $ 0.61 $ 0.34

Net income per common share:

Basic $ 0.59 $ 0.57

Diluted $ 0.59 $ 0.57

Weighted average shares outstanding:

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(Unaudited, in thousands)

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

2025 2024 2025 2024

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

Three months ended March 31,

Net income $ 22,261 $ 24,239

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 8,310 ) 11,411

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

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

Change in fair value on available-for-sale investments, net of tax expense of $ 88 for the three months ended March 31, 2025

Other comprehensive (loss) income, net of tax ( 8,310 ) 11,691

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

Comprehensive (loss) income

Comprehensive income

$ 13,951 $ 35,930

4 unchanged sentences

(Unaudited, in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

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

Net income $ 22,261 $ 24,239

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

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Provision for credit losses on accounts receivable 1,129 160

Provision for credit losses on investments 17,566 —

Deferred income taxes, net ( 12,323 ) 548

Loss on sale of businesses

Goodwill impairment

17,579 85,273

Changes in fair value of contingent consideration 124 ( 1,803 )

Income from equity method investments, net

( 11,783 ) ( 8,095 )

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

Income from equity method investments, net of tax ( 5,138 ) ( 6,630 )

Other 1,129 912

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Acquisitions, net of cash received — ( 39,198 )

Distribution from equity method investment 10,756 —

Proceeds from sale of equity method investment 860 —

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

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

Other ( 80 ) ( 12 )

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Cash flows from financing activities:

Payment of debt — ( 134,989 )

Repurchase of common stock ( 51,594 ) ( 34,900 )

Issuance of common stock under employee stock purchase plan 3,751 4,525

Deferred payments for acquisitions ( 213 ) ( 7,442 )

Other ( 1,901 ) ( 106 )

3 unchanged sentences

Cash and cash equivalents at beginning of period 607,011 505,880

Cash and cash equivalents at beginning of period associated with discontinued operations 33,234 18,380

Cash and cash equivalents at beginning of period associated with continuing operations 573,777 487,500

Cash and cash equivalents at end of period 545,816 431,007

Cash and cash equivalents at end of period associated with discontinued operations 26,098 19,090

Cash and cash equivalents at end of period associated with continuing operations $ 519,718 $ 411,917

See Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three months ended September 30, 2025

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

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

— — — ( 3,598 ) — ( 3,598 )

Other comprehensive loss, net of tax benefit of $ 884

— — — — ( 7,055 ) ( 7,055 )

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

Repurchase and retirement of common stock

( 1,176,559 ) ( 12 ) ( 13,874 ) ( 30,996 ) — ( 44,882 )

Share-based compensation — — 12,111 — — 12,111

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

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

Three months ended September 30, 2024

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

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

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

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

— — — — 14,866 14,866

Issuance of restricted stock, net 526 — ( 198 ) 88 — ( 110 )

Issuance of shares under employee stock purchase plan — — — — — —

Repurchase and retirement of common stock ( 2,000,000 ) ( 20 ) ( 9,250 ) ( 87,650 ) — ( 96,920 )

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

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

— — 3,001 — — 3,001

Other, net — — 325 ( 321 ) — 4

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)

Nine months ended September 30, 2025

Three months ended March 31, 2026

Common stock Additional paid-in

4 unchanged sentences

Net income — — — 22,261 — 22,261

Other comprehensive income, net of tax benefit of $ 697

Other comprehensive loss, net of tax of $ 0

— — — — ( 8,310 ) ( 8,310 )

Issuance of restricted stock, net 196,889 2 ( 11,091 ) 4,390 — ( 6,699 )

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

Repurchase and retirement of common stock ( 1,186,086 ) ( 12 ) ( 14,654 ) ( 32,162 ) — ( 46,828 )

( 3,154,566 ) ( 32 ) ( 38,457 ) ( 76,965 ) — ( 115,454 )

Share-based compensation — — 9,244 — — 9,244

Other, net (1)

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

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

Nine months ended September 30, 2024

— — ( 1,897 ) 162 — ( 1,735 )

Balance, March 31, 2026 37,387,662 $ 374 $ 454,325 $ 1,332,193 $ ( 65,384 ) $ 1,721,508

(1) Includes $ 1.8 million decrease in ‘Additional-paid-in-capital’ related to a change in classification of certain equity awards from equity-classified to liability-classified.

Refer to Note 12 — Share-Based Compensation for additional details.

Three months ended March 31, 2025

Common stock Additional paid-in

3 unchanged sentences

Balance, January 1, 2025 42,848,339 $ 428 $ 491,891 $ 1,401,034 $ ( 82,471 ) $ 1,810,882

Net loss — — — ( 1,040 ) — ( 1,040 )

Net income — — — 24,239 — 24,239

Other comprehensive income, net of tax expense of $ 88

1 unchanged sentence

Issuance of restricted stock, net 132,395 1 ( 7,832 ) 3,528 — ( 4,303 )

Issuance of shares under employee stock purchase plan 92,589 1 4,524 — — 4,525

Repurchase and retirement of common stock ( 750,000 ) ( 7 ) ( 8,693 ) ( 22,203 ) — ( 30,903 )

Share-based compensation — — 9,751 — — 9,751

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 — — ( 109 ) 117 — 8

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

Balance, March 31, 2025 42,230,734 $ 422 $ 485,008 $ 1,406,715 $ ( 70,780 ) $ 1,821,365

See Notes to Condensed Consolidated Financial Statements (Unaudited)

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All intercompany accounts and transactions have been eliminated in consolidation.

On March 2, 2026, the Company entered into a definitive agreement to sell its Connectivity business to Accenture Inc.

(“Accenture”).

During the first quarter of 2026, the assets and liabilities of the Connectivity business were classified as held for sale.

The financial results of the Connectivity business are classified as discontinued operations in the Condensed Consolidated Financial Statements for both current and prior periods.

Unless otherwise noted, all amounts, percentages, and any discussion in this Quarterly Report on Form 10-Q reflect the results from continuing operations, except for the Condensed Consolidated Statements of Comprehensive Income, the Statements of Cash Flows, and Condensed Consolidated Statements of Stockholders’ Equity, which are presented on a combined continuing and discontinued operations basis.

Furthermore, upon reclassification of Connectivity as discontinued operations, the Company determined that Connectivity is no longer a reportable segment.

The Company will continue to own and operate the Connectivity business in the ordinary course until the closing of the transaction.

Refer to Note 5 - Divestitures for further details.

The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”).

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

Reclassifications

Certain prior year reported amounts have been reclassified to conform to the 2025 presentation.

For the three and nine months ended September 30, 2024, the Company reclassified depreciation of $ 2.1 million and $ 5.8 million, respectively, and amortization of $ 49.3 million and $ 146.1 million, respectively from ‘Direct costs’ and ‘General, administrative, and other related costs’, respectively, to ‘Depreciation and amortization’ to conform with current period presentation.

Significant Accounting Policies

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025.

For the nine months ended September 30, 2025, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended December 31, 2024.

For the three months ended March 31, 2026, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended December 31, 2025.

Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Settlement receivables, net $ 184,760 $ 313,413

8 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accounts payable $ 121,684 $ 144,679

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Recent Accounting Pronouncements

Recently issued applicable accounting pronouncements not yet adopted

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

Targeted Improvements to the Accounting for Internal-Use Software .

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

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

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

Early adoption is permitted.

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

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

Recently issued applicable accounting pronouncements adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326):

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

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

The Company adopted this update during the first quarter of 2026.

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

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

Improvements to Income Tax Disclosures.

The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold of equal to or greater than 5% of the amount computed by multiplying pretax income by statutory income tax rate.

The amendments also require that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid.

The amendments eliminate some of the previously required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within twelve months.

The amendments in this update are effective on a prospective basis for annual periods beginning after December 15, 2024.

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

Specifically, such threshold is not considered to be 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.

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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Licensing revenues also include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance.

Revenues will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Revenue will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.

• 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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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 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Other revenues primarily include those from the sale of online course revenues and revenues from a customer acquisition platform for subscription services companies.

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.

Disaggregated Revenues

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

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

Three months ended March 31,

Technology & Shopping

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Subscription and licensing 2,796 2,178

Other ( 1,814 ) 5,047 ( 2,426 ) 8,160

Total Technology & Shopping revenues $ 71,159 $ 81,690

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Subscription and licensing 15,108 13,646

Other 4 10 23 10

Total Gaming & Entertainment revenues $ 40,764 $ 38,026

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Total Health & Wellness revenues $ 85,950 $ 85,786

Advertising and performance marketing $ 3,368 $ 3,135 $ 9,057 $ 8,649

Subscription and licensing 49,198 48,309 149,132 138,501

Other 4,613 4,499 12,216 12,222

Total Connectivity revenues $ 57,179 $ 55,943 $ 170,405 $ 159,372

Cybersecurity & Martech

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

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

The Company recorded $ 59.8 million and $ 57.3 million of revenues for the three months ended March 31, 2026 and 2025, respectively, which was previously included in the deferred revenues balance as of the beginning of each respective year.

Performance Obligations

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Transaction Price Allocation to Future Performance Obligations

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

As of March 31, 2026, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $ 20.3 million and is expected to be recognized as follows:

57 % by December 31, 2026, 33 % by December 31, 2027, and 10 % thereafter.

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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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

2025 Acquisitions

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

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

Total consideration for these acquisitions was $ 81.6 million, or $ 76.4 million, net of cash acquired.

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

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

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

As of September 30, 2025, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.

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

2024 Acquisitions

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

(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 medial publication platform, which is reported within our Technology & Shopping segment;

and two other immaterial acquisitions.

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 has 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.

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

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

Cash $ 142,957 $ —

Accounts receivable and other current assets (1)

171,290 17,236

Intangible assets 108,340 100,500

81,248 36,316

Deferred tax asset, noncurrent — 11,412

Other assets 203 1,480

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

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

Other noncurrent liabilities ( 847 ) ( 700 )

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

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.

Of this amount, total consideration of $ 40.5 million, or $ 39.2 million net of cash acquired, was incurred during the three months ended March 31, 2025.

As of March 31, 2026, 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 accompanying Condensed Consolidated Statements of Operations reflect the results of operations of the 2025 acquisitions since the date of each respective acquisition.

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 shares of publicly traded common stock of Consensus Cloud Solutions, Inc.

(“Consensus”).

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

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

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

For the three and nine months ended September 30, 2024, loss of zero million and $ 7.7 million were recorded in the Condensed Consolidated Statement of Operations.

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

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

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

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

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

Investment in a corporate debt security

Investment in corporate debt security

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

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

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

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

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

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

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

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

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

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

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

The 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 each March 31, 2026 and December 31, 2025, which is presented in 'Prepaid expenses and other current assets' in the Condensed 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 existed.

As of each March 31, 2026 and December 31, 2025, the provision for credit losses on the total amount of accrued interest receivable and amortized cost of the available-for-sale debt security was $ 17.6 million.

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

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

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

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

Cumulative gross unrealized gains (losses) on investment in the corporate debt security as of September 30, 2025 were zero .

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

As of March 31, 2026, 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, 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 .

Cumulative gross unrealized gains (losses) on investment in the corporate debt security as of March 31, 2026 were zero .

There was no cumulative gross unrealized gains on investment in the corporate debt security as of March 31, 2026 and December 31, 2025, respectively.

Equity method investment

On September 25, 2017, the Company entered into a commitment to invest in the OCV Fund I, LP (the “OCV Fund”).

On September 25, 2017, the Company entered into a commitment to invest in OCV Fund I, LP (“OCV Fund”).

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, the Company recognized income from the equity method investment, net of tax, of $ 5.1 million and $ 6.6 million, net of tax, respectively.

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

As of March 31, 2026, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 100.1 million.

As of December 31, 2025, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 93.2 million.

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In addition, the Company is not required to contribute any further capital.

Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of the OCV Fund.

Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of OCV Fund.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Discontinued Operations

On March 2, 2026, the Company entered into a definitive agreement to sell its Connectivity business to Accenture for $ 1.2 billion in cash.

The sale is expected to close in the next couple of months, subject to the receipt of customary regulatory approvals and satisfaction of other closing conditions.

The transaction is intended to support the Company’s ongoing efforts to maximize value for it’s shareholders.

The Company plans to utilize the proceeds of the transaction for general corporate purposes and to fund its capital allocation activities, subject to the conditions of the Company’s outstanding debt securities.

The Connectivity business includes several data and services businesses that sit at the center of the broadband economy and are sources of information on internet connectivity and network performance and primarily generates revenues through the granting of access to, or delivery of, data products or services to customers and the sale of perpetual software licenses, related software support, and maintenance.

Upon closing of the transaction, the Company will enter into a Transition Services Agreement (the “Transition Services Agreement”) with Accenture to provide certain transition services to Accenture in order to facilitate the transition.

The Company will have no other significant involvement with the Connectivity business following closing.

During the first quarter of 2026, the assets and liabilities of the Connectivity business were classified as held for sale.

The accounting requirements for reporting the Connectivity business as a discontinued operation were satisfied as the transaction constitutes a strategic shift that will have a major effect on the Company’s operations and financial results.

The financial results of the Connectivity business are classified as discontinued operations in the Condensed Consolidated Financial Statements for both current and prior periods.

Furthermore, upon reclassification of Connectivity as discontinued operations, the Company determined that Connectivity is no longer a reportable segment.

The Company made an accounting policy election not to allocate interest expense to discontinued operations.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The table below details the major classes of assets and liabilities held for sale, which are summarized separately in the Condensed Consolidated Balance Sheets (in thousands):

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 26,098 $ 33,234

Accounts receivable, net of allowances 71,313 43,775

Prepaid expenses and other current assets 14,143 14,208

Total current assets (1)

111,554 91,217

Property and equipment, net 53,224 51,049

Intangible assets, net 5,574 6,034

Goodwill 259,903 260,573

Deferred income taxes, noncurrent 16 179

Total assets held for sale (1)

$ 435,223 $ 413,994

Accounts payable and accrued expenses $ 13,320 $ 12,516

Income taxes payable 3,399 2,164

Deferred revenue, current 79,381 60,292

Other current liabilities

Total current liabilities (1)

97,397 76,216

Deferred revenue, noncurrent 13,145 12,430

Deferred income taxes, noncurrent 307 296

Other long-term liabilities

Total liabilities held for sale (1)

$ 114,365 $ 92,757

(1) The assets and liabilities held for sale are classified as current on the March 31, 2026 balance sheet because the transaction is expected to close within one year of that balance sheet date.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The table below details the major classes of line items constituting net income from discontinued operations, net of income taxes (in thousands):

Three months ended March 31,

Total revenues $ 59,642 $ 55,820

Operating costs and expenses:

Direct costs 9,079 6,807

Sales and marketing 17,683 15,269

Research, development, and engineering 2,895 1,956

General, administrative, and other related costs 14,620 3,747

Depreciation and amortization 4,905 7,380

Total operating expenses 49,182 35,159

Operating income 10,460 20,661

Interest expense, net 52 63

Other income (loss), net 1,456 ( 1,328 )

Income from discontinued operations before income taxes 11,968 19,396

Income tax benefit (expense) 11,068 ( 4,969 )

Net income from discontinued operations, net of tax $ 23,036 $ 14,427

The table below details the key components of cash flows from discontinued operations (in thousands):

Three months ended March 31,

Depreciation and amortization 4,905 7,380

Capital expenditures 6,955 5,235

Share-based compensation 2,365 670

Deferred income tax (benefit) expense ( 11,729 ) 197

Fair Value Measurements

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The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Recurring Fair Value Measurements

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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 is Level 1 input.

During the second quarter of 2024, the Company sold its remaining investments in Consensus common stock (see Note 4 - 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 exchange and not an investment in a mutual fund or similar investment.

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

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

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

Refer to Note 4 — Investments for further information.

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

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

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

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 valuation approaches used to value Level 3 investments consider 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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

In connection with certain of the Company’s acquisitions, contingent consideration may be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (“EBITDA”), gross margin, and/or revenue thresholds and had a combined fair value of $ 6.8 million and $ 2.8 million as of September 30, 2025 and December 31, 2024, respectively.

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

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 $ 6.9 million and $ 6.8 million as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the possible payments under these arrangements ranged from zero to a maximum total of $ 8.1 million.

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

As of March 31, 2026 and December 31, 2025, the contingent consideration was determined using a 0 % - 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):

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

March 31, 2026 Level 1 Level 2 Level 3 Fair Value Carrying Value

Cash equivalents:

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

Long-term investments:

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

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

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Total liabilities measured at fair value $ — $ — $ 6,837 $ 6,837 $ 6,837

At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred.

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

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

For the three months ended March 31, 2026 and 2025, there were no transfers that occurred between levels.

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

Nine months ended September 30,

Three months ended March 31,

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

Balance as of January 1 $ 6,837 $ — $ 2,834 $ 17,788

Fair value at date of acquisition 6,865 — — —

Fair value adjustments (1)

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Foreign currency translation adjustment ( 91 ) — — —

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

(1) During the nine months ended September 30, 2025, the fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ in the Condensed Consolidated Statements of Operations and relate to changes in the expected payout against financial targets.

During the nine months ended September 30, 2025 and 2024, the fair value adjustments to the corporate debt security in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the portion of the change that does not relate to change in credit conditions and in the ‘Provision for credit losses on investments’ in the Condensed Consolidated Statements of Operations for the portion of the change that relates to change in credit conditions.

Balance as of March 31 $ 6,870 $ — $ 1,031 $ 18,156

(1) During the three months ended March 31, 2026 and 2025, the fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ in the Condensed Consolidated Statements of Operations and relate to changes in the expected payout against financial targets.

Nonrecurring Fair Value Measurements

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

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Goodwill and Intangible Assets

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

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

The changes in carrying amounts of goodwill, by reportable segment, for the three months ended March 31, 2026 are as follows (in thousands):

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

Balance as of January 1, 2026

$ 321,802 $ 80,526 $ 404,598 $ 540,038 $ 1,346,964

Goodwill acquired (Note 3)

— 11,743 508 401 17,666 30,318

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

Purchase accounting adjustments (1)

1 unchanged sentence

Foreign exchange translation 33 ( 175 ) ( 295 ) ( 2,102 ) ( 2,539 )

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Balance as of March 31, 2026 $ 321,835 $ 80,180 $ 403,866 $ 537,936 $ 1,343,817

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

Goodwill as of March 31, 2026 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, 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.

Intangible Assets Subject to Amortization

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

As of March 31, 2026, intangible assets subject to amortization relate primarily to the following (in thousands):

Cost Accumulated

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Total $ 1,458,820 $ 1,120,642 $ 338,178

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

Amortization expense, included in ‘Depreciation and amortization’ in our Condensed Consolidated Statements of Operations, was approximately $ 23.6 million and $ 27.7 million for the three months ended March 31, 2026 and 2025, respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

4.625 % Senior Notes

10 unchanged sentences

Total long-term debt 867,067 866,500

(1) Includes $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of September 30, 2025 and December 31, 2024, respectively, $ 0.5 million and $ 0.9 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of September 30, 2025 and December 31, 2024, respectively, and $ 0.6 million and $ 0.7 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of September 30, 2025 and December 31, 2024, respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of September 30, 2025, $ 149.1 million of principal of the 1.75 % Convertible Notes will mature in 2026, $ 263.1 million of principal of the 3.625 % Convertible Notes will mature in 2028, and $ 460.0 million of principal of the 4.625 % Senior Notes will mature in 2030.

current portion ( 148,810 ) ( 148,685 )

Total long-term debt, less current portion $ 718,257 $ 717,815

(1) Includes $ 0.5 million and $ 0.6 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of March 31, 2026 and December 31, 2025, respectively, $ 0.3 million and $ 0.4 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of March 31, 2026 and December 31, 2025, respectively, and $ 0.5 million and $ 0.5 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, $ 149.1 million of principal of the 1.75 % Convertible Notes will mature in 2026, $ 263.1 million of principal of the 3.625 % Convertible Notes will mature in 2028, and $ 460.0 million of principal of the 4.625 % Senior Notes will mature in 2030.

4.625 % Senior Notes

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Restricted payments are applicable only if the Company and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0.

In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $ 250 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available.

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

Cumulatively as of September 30, 2025, the Company has repurchased approximately $ 290 million in aggregate principal of its 4.625 % Senior Notes.

There were no repurchases of 4.625 % Senior Notes during the three and nine months ended September 30, 2025 and September 30, 2024.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available.

The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of March 31, 2026.

Cumulatively as of March 31, 2026, the Company has repurchased approximately $ 290 million in aggregate principal of its 4.625 % Senior Notes.

There were no repurchases of 4.625 % Senior Notes during the three months ended March 31, 2026 and March 31, 2025.

1.75 % Convertible Notes

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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 September 30, 2025, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

As of March 31, 2026, the remaining principal amount of the 1.75 % Convertible Notes was $ 149.1 million.

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

(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;

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

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

As of September 30, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of September 30, 2025, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes (or 1,398,391 shares in the aggregate), which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

As of March 31, 2026 and December 31, 2025, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes.

As of March 31, 2026 and December 31, 2025, the 1.75 % Convertible Notes are classified as a short-term debt on our Condensed Consolidated Balance Sheets as a result of their nearing maturity.

As of March 31, 2026, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes (or 1,398,391 shares in the aggregate), which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

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

6 unchanged sentences

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

2025 2024 2025 2024

Three months ended March 31,

Contractual interest expense $ 652 $ 652

Amortization of discount and deferred issuance costs

125 185 373 1,128

Total interest expense related to 1.75 % Convertible Notes

$ 777 $ 1,149 $ 2,330 $ 6,905

3.625 % Convertible Notes

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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As of September 30, 2025 and December 31, 2024, the market trigger conditions did not meet the conversion requirements of the 3.625 % Convertible Notes and, accordingly, the 3.625 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of September 30, 2025, the conversion rate of the 3.625 % Convertible Notes is 10 shares per $1,000 principal amount of the 3.625 % Convertible Notes (or 2,631,470 shares), which represents an initial conversion price of $ 100 per share.

As of March 31, 2026 and December 31, 2025, the market trigger conditions did not meet the conversion requirements of the 3.625 % Convertible Notes and, accordingly, the 3.625 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of March 31, 2026, the conversion rate of the 3.625 % Convertible Notes is 10 shares per $1,000 principal amount of the 3.625 % Convertible Notes (or 2,631,470 shares), which represents an initial conversion price of $ 100 per share.

The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the indenture governing the 3.625 % Convertible Notes, but will not be adjusted for accrued and unpaid interest.

In addition, upon the occurrence of a “Make-Whole Fundamental Change”, as defined in the 3.625 % Convertible Note Indenture, the Company will in certain circumstances increase the conversion rate for a holder that elects to convert its 3.625 % Convertible Notes in connection with such a corporate event.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company may not redeem the 3.625 % Convertible Notes prior to the maturity date, and no sinking fund is provided for the 3.625 % Convertible Notes.

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

2025 2024 2025 2024

Three months ended March 31,

Coupon interest expense $ 2,385 $ 2,385

Amortization of discount and debt issuance costs

323 258 958 258

Total interest expense related to 3.625 % Convertible Notes

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The Credit Agreement also sets forth customary events of default, including, among other things, the failure to make timely payments under the Credit Facility, the failure to satisfy certain covenants, cross-default and cross-acceleration to other material debt for borrowed money, the occurrence of a change of control, and specified events of bankruptcy and insolvency.

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

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

The Company is in compliance with its debt covenants for the Credit Agreement as of March 31, 2026.

As of each March 31, 2026 and December 31, 2025, availability under the Credit Agreement was $ 348.8 million, net of letters of credit.

ZIFF DAVIS, INC.

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

The Company does not believe, based on current knowledge, that any legal proceedings or claims pending against us, including any set forth below, after giving effect to any 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.

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

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

On February 19, 2026, the Court entered an order granting a stipulation to stay the case pending a ruling from the California Court of Appeal, Second Appellate District, in Variety Media, LLC v.

the Superior Court of Los Angeles County , Case No.

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

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

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

On February 27, 2026, the Court entered an order granting a stipulated joint motion to stay the case pending a ruling from the Supreme Court in Salazar v.

Paramount Global , No.

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

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The Company recognizes a liability for these matters when it is probable that an obligation exists and the amount can be reasonably estimated based on all relevant information that is available at each reporting period.

The Company established reserves for these matters of $ 23.4 million and $ 25.2 million as of September 30, 2025 and December 31, 2024, respectively, which are included in ‘Accounts payable and accrued expenses’ and ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact on our financial results.

However, as of September 30, 2025 any potential loss or range of loss was not estimable.

The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts.

The Company established reserves for these matters of $ 20.6 million and $ 21.6 million as of March 31, 2026 and December 31, 2025, respectively, which are included in ‘Accounts payable and accrued expenses’ and ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results.

However, as of March 31, 2026, any potential range of loss was not estimable.

The Company’s continuing operations tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts.

Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment.

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

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

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

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

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

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

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

capital loss carryforwards.

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

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

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

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

As of September 30, 2025 and December 31, 2024, the Company had $ 24.2 million and $ 30.3 million, respectively, for uncertain income tax positions in ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

The Company’s effective tax rate from continuing operations was ( 80.5 )% and 53.2 % for the three months ended March 31, 2026 and 2025, respectively.

The Company’s continuing operations effective tax rate for the three months ended March 31, 2026 was impacted by discrete tax expenses of 1) $ 1.7 million related to the vesting and cancellations of share-based compensation resulting in a tax shortfall and 2) $ 1.3 million related to remeasuring our deferred taxes due to a change in our expected state tax rates.

The Company’s continuing operations effective tax rate for the three months ended March 31, 2025 was impacted by a discrete tax expense of $ 1.6 million related to the vesting of share-based compensation resulting in a tax shortfall.

As of March 31, 2026 and December 31, 2025, the Company had $ 9.3 million and $ 9.1 million, respectively, for uncertain income tax positions from continuing operations in ‘Other current liabilities’ on the Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the Company had $ 20.2 million and $ 19.7 million, respectively, for uncertain income tax positions from continuing operations in ‘Other noncurrent liabilities’ on the Condensed Consolidated Balance Sheets.

Accrued interest and penalties related to unrecognized tax benefits associated with uncertain tax positions are recognized in income tax expense in our Condensed Consolidated Statements of Operations.

Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Condensed Consolidated Balance Sheets.

The Company’s prepaid taxes were $ 18.3 million and $ 6.4 million as of September 30, 2025 and December 31, 2024, respectively.

The Company’s continuing operations prepaid taxes were $ 23.8 million and $ 26.2 million as of March 31, 2026 and December 31, 2025, respectively.

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

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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 from continuing and discontinued operations during the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended March 31,

Income taxes paid, net of refunds $ 3,668 $ 8,717

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Company currently does not expect the OBBBA to have a material impact on its effective tax rate but expects these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material.

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

Stockholders’ Equity

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

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

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

Cumulatively as of September 30, 2025, 11,770,097 shares were repurchased under the 2020 Program, at an aggregate cost of $ 693.5 million (including excise tax).

As a result of the repurchases, the number of shares of the Company’s common stock available for repurchase as of September 30, 2025 was 3,229,903 shares.

On April 24, 2025, the Company repurchased 143,161 shares of its common stock at an aggregate value of approximately $ 4.4 million in connection with the sale of its minority equity ownership interest in OpenEvidence.

The repurchase transaction had a non-cash nature and involved 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 4 - Investments and Note 14 - Supplemental Cash Flow Information for further information.

On February 22, 2026, the Board 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.

During the three months ended March 31, 2026, the Company repurchased 1,186,086 shares under the 2020 Program at an aggregate cost of approximately $ 46.8 million (including excise tax).

Cumulatively as of March 31, 2026, 14,703,059 shares were repurchased under the 2020 Program, at an aggregate cost of $ 802.1 million (including excise tax).

As a result of the repurchases, the number of shares of the Company’s common stock available for repurchase as of March 31, 2026 was 10,296,941 shares.

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

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

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

During the three months ended March 31, 2026 and 2025, the Company purchased and retired 157,627 and 103,228 shares, respectively, at an aggregate cost of $ 6.7 million and $ 4.3 million, respectively, from plan participants for this purpose.

Share-Based Compensation

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

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

As of September 30, 2025, there were 1,926,382 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2024 Plan.

Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of March 31, 2026, 435,135 shares underlying options and 2,531,409 restricted stock units were outstanding under the Plans.

As of March 31, 2026, there were 1,456,787 additional shares underlying options, shares of restricted stock, and other share-based awards available for grant under the 2024 Plan.

Share-Based Compensation Expense

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

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

2025 2024 2025 2024

$ 72 $ 68 $ 203 $ 191

Three months ended March 31,

Sales and marketing 989 799

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General, administrative, and other related costs (1)

9,870 8,310 27,156 24,647

Total share-based compensation expense $ 8,548 $ 9,082

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

(1) Includes expense of $ 0.1 million related to liability classified awards issued to non-employees of the Company for the three months ended March 31, 2026 .

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

During the three months ended March 31, 2026, the Company modified certain unvested equity awards in connection with the Securities Purchase Agreement between the Company and Accenture, which resulted in a change in classification from equity-classified to liability-classified.

The modification resulted in $ 1.6 million of incremental share-based compensation expense recorded within ‘Net income from discontinued operations, net of tax’ and a decrease in ‘Additional-paid-in-capital’ of $ 1.8 million on the Condensed Consolidated Financial Statements.

The corresponding liability of $ 3.4 million is presented within ‘Current liabilities - held for sale’ on the Condensed Consolidated Balance Sheets.

Restricted Stock and Restricted Stock Units

The Company has awarded restricted stock and restricted stock units to its Board and senior staff pursuant to the Plans.

The Company has awarded restricted stock and restricted stock units (“RSUs”) to its Board and senior staff pursuant to the Plans.

Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period.

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 752,246 and 394,994 restricted stock units (excluding market-based awards discussed below) (“RSUs”) during the nine months ended September 30, 2025 and 2024, respectively.

The Company granted 928,970 and 641,935 RSUs (excluding market-based awards discussed below) during the three months ended March 31, 2026 and 2025, respectively.

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

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

The per share weighted average grant-date fair value of PSUs granted during the nine months ended September 30, 2025 and 2024 was $ 38.80 and $ 87.17 , respectively.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The per share weighted average grant-date fair value of PSUs granted during the 2025 was $ 38.80 .

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

Nine months ended September 30,

Three months ended March 31, 2025

Underlying stock price at valuation date $ 38.19

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Risk-free interest rate 3.9 %

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

Restricted stock award (“RSA”) and PSA activity for the three months ended March 31, 2026 is set forth below:

Weighted Average

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Vested ( 27,197 ) $ 68.97 — $ —

Nonvested at September 30, 2025

Nonvested at March 31, 2026

— $ — 163,181 $ 36.27

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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

RSU and PSU activity for the three months ended March 31, 2026 is set forth below:

Weighted Average Grant Date Fair Value

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( 8,726 ) $ 49.58 ( 100,868 ) $ 51.77

Outstanding at September 30, 2025

Outstanding at March 31, 2026

1,617,183 $ 42.21 914,226 $ 54.86

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

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

Share based compensation cost for PSAs is fully recognized,

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of March 31, 2026, share-based compensation cost of $ 63.9 million is expected to be recognized over a weighted-average period of 2.4 years for RSUs, and share-based compensation cost of $ 18.0 million is expected to be recognized over a weighted-average period of 1.6 years for PSUs.

Share-based compensation cost for RSAs and PSAs is fully recognized.

Earnings Per Share

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

Three months ended September 30,

Three months ended March 31,

Basic Diluted Basic Diluted

Numerator for basic and diluted net loss per common share:

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

Numerator for basic and diluted net income per common share:

Net (loss) income from continuing operations $ ( 775 ) $ ( 775 ) $ 9,812 $ 9,812

Net income from discontinued operations, net of tax 23,036 23,036 14,427 14,427

Net income 22,261 22,261 24,239 24,239

Convertible Notes interest expense (after tax) — — — —

Net loss available to the Company’s common shareholders

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

Net income available to the Company’s common shareholders $ 22,261 $ 22,261 $ 24,239 $ 24,239

Basic weighted-average outstanding shares of common stock 37,597,190 37,597,190 42,558,090 42,558,090

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Diluted weighted-average outstanding shares of common stock 37,597,190 37,597,190 42,558,090 42,768,678

Net loss per share

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

Nine months ended September 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net loss per common share:

Net income (loss)

Net (loss) income per share from continuing operations:

$ ( 0.02 ) $ ( 0.02 ) $ 0.23 $ 0.23

Convertible Notes interest expense (after-tax)

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

Net income per share from discontinued operations:

$ 0.61 $ 0.61 $ 0.34 $ 0.34

Basic weighted-average outstanding shares of common stock 41,609,182 41,609,182 45,088,272 45,088,272

Dilutive effect of:

Equity incentive plans

Convertible debt — — — —

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

Net income (loss) per share

Net income per share:

$ 0.59 $ 0.59 $ 0.57 $ 0.57

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

For the nine months ended September 30, 2025 and 2024, there were 848,420 and 1,879,840 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the average stock price during the 2025 and 2024 periods and due to the net loss during 2024, respectively.

For the three months ended September 30, 2025 and 2024, 4,029,861 and 4,213,808 shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation.

For the nine months ended September 30, 2025 and 2024, 4,029,861 and 5,406,679 shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation.

For the three months ended March 31, 2026 and 2025, there were 3,129,725 and 390,266 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive due to the average stock price during the 2026 and 2025 periods, respectively.

For the three months ended March 31, 2026 and 2025, 4,029,861 and 4,029,861 shares, respectively, related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation.

ZIFF DAVIS, INC.

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The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”).

As described in its Annual Report on Form 10-K for the year ended December 31, 2024, the Company has five operating segments which are now presented as the following 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.

The Company has four operating segments which are its four reportable segments:

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

As described in Note 5 — Divestitures , beginning with the first quarter of 2026, the Company determined that Connectivity was no longer a reportable segment.

The accounting policies of the reportable segments are the same as those described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies included in the Company’s Form 10-K for the year ended December 31, 2025.

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Information on reportable segments revenues is as follows (in thousands):

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

2025 2024 2025 2024

Three months ended March 31,

Revenue by reportable segment:

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Health & Wellness 85,950 85,786

Connectivity 57,179 55,943 170,405 159,372

Cybersecurity & Martech 69,768 67,314

Total segment revenues 267,641 272,816

Corporate — —

Total revenues $ 267,641 $ 272,816

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

Three months ended September 30, 2025

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

Salaries, benefits, and other employee expenses $ 32,946 $ 10,365 $ 30,012 $ 15,278 $ 17,148 $ 105,749

Cloud computing, software, and other related expenses 6,641 2,090 4,456 4,660 11,069 28,916

Advertising and marketing related expenses 11,692 3,604 10,897 590 4,583 31,366

Partner payments 628 8,231 11,147 132 5,943 26,081

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

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

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

Other 4,539 (1) 4,277 (2) 7,222 (3) 7,459 (4) 4,894 (5) 28,391

Total segment operating costs and expenses 85,141 32,890 79,448 40,723 77,884 316,086

Corporate (6)

Total operating costs and expenses $ 335,283

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Three months ended September 30, 2024

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

Salaries, benefits, and other employee expenses $ 31,653 $ 11,429 $ 28,211 $ 13,268 $ 17,516 $ 102,077

Cloud computing, software, and other related expenses 6,928 1,630 3,303 3,871 9,473 25,205

Advertising and marketing related expenses 11,043 3,702 10,144 302 6,168 31,359

Partner payments 2,043 6,286 9,911 249 5,392 23,881

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

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

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

Other 4,126 (1) 7,348 (2) 6,318 (3) 5,818 (4) 4,656 (5) 28,266

Total segment operating costs and expenses 165,741 34,670 72,524 35,130 55,135 363,200

Corporate (6)

Total operating costs and expenses $ 382,884

Nine months ended September 30, 2025

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

Three months ended March 31, 2026

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

Salaries, benefits, and other employee expenses $ 31,998 $ 11,383 $ 29,966 $ 18,087 $ 91,434

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Professional and other third-party services 3,507 1,974 1,944 4,202 11,627

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

Depreciation and amortization 20,637 3,168 13,845 7,076 44,726

3 unchanged sentences

Total operating costs and expenses $ 264,709

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Nine months ended September 30, 2024

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

Three months ended March 31, 2025

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

Salaries, benefits, and other employee expenses $ 33,949 $ 10,614 $ 25,641 $ 17,216 $ 87,420

11 unchanged sentences

(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, contingent consideration changes, 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, contingent consideration changes, and certain allocated overhead expenses.

(4) 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, contingent consideration changes, and certain allocated overhead expenses.

(5) 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.

(6) Includes certain allocated overhead expenses and acquisition-related costs previously reported in the Connectivity reportable segment.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

2025 2024 2025 2024

Income (loss) from operations by reportable segment:

Information on operating income is set forth in the table below (in thousands):

Three months ended March 31,

Operating (loss) income by reportable segment:

Technology & Shopping $ ( 6,458 ) $ ( 3,963 )

1 unchanged sentence

Health & Wellness 8,624 16,962

Connectivity 16,456 20,813 54,772 61,874

Cybersecurity & Martech 13,697 11,323

Total segment operating income 23,747 33,096

47,625 ( 9,620 ) 150,601 88,329

Corporate ( 20,815 ) ( 18,627 )

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

Income (loss) from operations

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

(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.

Operating income $ 2,932 $ 14,469

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

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

2025 2024 2025 2024

Three months ended March 31,

Capital expenditures:

2 unchanged sentences

Health & Wellness 10,942 9,376

Connectivity 7,799 5,804 20,176 19,040

Cybersecurity & Martech 7,110 5,485

4 unchanged sentences

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

Nine months ended September 30,

Three months ended March 31,

Non-cash investing activity:

Property and equipment, accrued but unpaid $ — $ —

Right-of-use assets acquired in exchange for operating lease obligations $ 4,478 $ —

Sale of equity investments for common stock (1)

Non-cash financing activity:

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

Excise tax on share repurchases $ 301 $ 196

$ 984 $ 1,797

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

Supplemental data (in thousands):

Three months ended March 31,

Interest paid $ 4,770 $ 5,962

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Supplemental data (in thousands):

Nine months ended September 30,

Interest paid $ 22,675 $ 16,912

Income taxes paid, net of refunds $ 46,067 $ 49,660

Accumulated Other Comprehensive Loss

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

Unrealized Gains on Investments

Foreign Currency Translation Total

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

Other comprehensive income, net of tax

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

Balance as of September 30, 2025

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

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

Unrealized Gains on Investments

Foreign Currency Translation Total

The following table summarizes the changes in accumulated other comprehensive income (loss) income, net of tax, for the three months ended March 31, 2026 (in thousands):

Foreign Currency Translation

Balance as of January 1, 2026 $ ( 57,074 )

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

Other comprehensive income, net of tax

( 2,091 ) 25,788 23,697

Balance as of September 30, 2025

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

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

See Note 4 – Investments for further details.

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

Other comprehensive loss, net of tax

Balance as of March 31, 2026

There were no reclassifications out of accumulated other comprehensive loss during the three months ended March 31, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements