What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 120 added, 209 removed, 258 unchanged (56% of the section changed)

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In addition to historical information, certain statements included in this Quarterly Report on Form 10-Q may be forward-looking statements, including statements regarding the intent, belief or current expectations of the Company.

These statements may include those concerning our possible or assumed future results of operations, business, strategy and current and future acquisitions, as well as the assumptions on which such statements are based.

These statements are based on our estimates and assumptions and are subject to risks and uncertainties.

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◦ Maintain and increase our customer base and average revenue per customer;

◦ Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations;

◦ Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations;

◦ Acquire or divest businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from acquisitions;

◦ Complete the planned divestiture of our Connectivity business on the anticipated terms and timing, or at all, including through the satisfaction or waiver of closing conditions, receipt of required regulatory approvals, and the absence of legal or other impediments to closing;

◦ Realize the anticipated benefits from the divestiture of our Connectivity business;

◦ Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations;

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◦ Manage certain risks related to the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence (“AI”);

◦ Prevent system failures, security breaches, and other technological issues;

◦ Prevent system failures, cybersecurity breaches, and other technological issues;

◦ Achieve positive outcomes in our pending and future legal proceedings;

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◦ Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, content, copyrights, patents, trademarks, and domain names from infringement by third parties, and avoid infringing upon the proprietary rights of others;

◦ Manage certain risks associated with environmental, social, and governmental matters, including related reporting obligations, that could adversely affect our reputation and performance;

◦ Manage certain risks associated with environmental, social, and governance matters, including related reporting obligations, that could adversely affect our reputation and performance;

◦ Recruit and retain key personnel and maintain the beneficial aspects of our corporate culture globally;

◦ Meet our publicly announced guidance or other expectations about our business and future operating results;

◦ Meet any publicly announced guidance or other expectations about our business and future operating results;

◦ Avoid disruptions to our operations, financial position, and reputation as a result of the collapse of certain banks and potentially other financial institutions.

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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.

As described in our 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.

Refer to Note 13 — Segment Information for additional detail.

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

(“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.

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 in Item 1 of Part I of this Quarterly Report on Form 10-Q for further details.

Revenues Overview

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The terms of these contracts specify the price of the advertising to be sold and the volume of advertisements that will be served over the course of a campaign.

Additionally, we have contractual arrangements with certain third-party websites and applications not owned by us, and third-party advertising networks to deliver online display and video advertising to their websites and applications or to third-party sites.

websites and applications or to third-party sites.

We generate leads for advertisers, including vendors of consumer health and wellness products, consumer packaged goods, and information technology services, through various marketing methods.

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

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

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

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

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

2025 2024 2025 2024

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

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

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

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

Since all revenues are not

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

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

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

The following table sets forth certain key operating metrics for the advertising and performance marketing revenues based on the reportable segment for the three months ended September 30, 2025 and 2024.

Three months ended September 30,

The following table sets forth certain key operating metrics for the advertising and performance marketing revenues based on the reportable segment for the three months ended March 31, 2026 and 2025.

Three months ended March 31,

Technology & Shopping

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

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

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

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

The following table sets forth certain key operating metrics for subscription and licensing revenues based on the reportable segment for the three months ended September 30, 2025 and 2024.

Three months ended September 30,

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

The following table sets forth certain key operating metrics for subscription and licensing revenues based on the reportable segment for the three months ended March 31, 2026 and 2025.

Three months ended March 31,

Gaming & Entertainment

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Average quarterly revenue per customer (2)(3)

Customers (1)(2)

25,000 24,000

Average quarterly revenue per customer (2)(3)

$1,988 $1,972

Cybersecurity & Martech

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Our critical accounting policies are described in our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026.

During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies and estimates.

During the three months ended March 31, 2026, there were no significant changes in our critical accounting policies and estimates.

See Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional description of significant accounting policies of the Company.

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The Company assessed current economic indicators, including changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit.

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.

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

Goodwill at this reporting unit was $177.7 million as of September 30, 2025.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of September 30, 2025.

Following impairment at one reporting unit within the Cybersecurity & Martech reportable segment during the year ended December 31, 2025, there was no excess of fair value over the carrying value at that reporting unit.

So any further decrease in estimated fair value of this reporting unit greater than any decrease in the carrying value will result in an additional impairment charge to goodwill.

Goodwill at this reporting unit was $159.8 million as of March 31, 2026.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of March 31, 2026.

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

During the 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 following a sustained decline in the Company’s stock price, and forecasted reductions in revenue or EBITDA in those 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.

Refer to Note 6 — Goodwill and Intangible Assets in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

Results of Operations for the Three and Nine Months Ended September 30, 2025

Results of Operations for the Three Months Ended March 31, 2026

The main focus of our Technology & Shopping, Gaming & Entertainment, and Health & Wellness platform monetization programs is to provide relevant and useful advertising to visitors to our websites, provide meaningful content that informs and shapes purchase intent, and leverage our brand and editorial assets into subscription platforms.

As a result, we expect to continue to take steps to improve the relevance of the ads displayed on our websites and applications and those included within our advertising networks, and improve the effectiveness of our content as well as our subscription services and licenses.

The operating margin we realize on revenues generated from ads placed on our websites and applications is significantly higher than the operating margin we realize from revenues generated from those placed on third-party websites and applications.

and applications.

Growth in advertising revenues from our websites and applications has generally exceeded that from third-party websites and applications.

This trend has generally had a positive impact on our operating margins.

The main focus of our Connectivity segment is to collect and correlate the information on internet connectivity, network performance, and consumer experiences, while providing insights and software relating to broadband networks.

As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our global customers.

The main focus of our Cybersecurity & Martech service offerings is to reduce or eliminate costs, increase sales and enhance productivity, mobility, business continuity, and security of our customers as the technologies and devices they use evolve over time.

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

Our planned divestiture of the Connectivity business is intended to support our ongoing effort to maximize value for the Company’s shareholders.

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

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(in thousands, except percentages)

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Three months ended March 31, Percentage Change

Revenues $ 267,641 $ 272,816 (1.9)%

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

Our revenues increased during the three months ended September 30, 2025 compared to the prior period primarily due to a $11.5 million increase in advertising and performance marketing revenues.

This increase was driven primarily by a $10.5 million increase in our Health & Wellness reportable segment and a $3.7 million increase in our Technology & Shopping reportable segment, partially offset by a $3.0 million decrease in Gaming & Entertainment reportable segment.

Subscription and licensing revenues increased $3.0 million compared to the prior year period due primarily to a $1.2 million increase in our Technology & Shopping reportable segment.

Other revenues decreased $4.3 million compared to the prior year period due primarily to a $6.9 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

Our revenues increased during the nine months ended September 30, 2025 compared to the prior period primarily due to a $57.1 million increase in advertising and performance marketing revenues.

This increase was driven primarily by a $27.2 million increase in our Health & Wellness reportable segment and a $26.9 million increase in our Technology & Shopping reportable segment.

Subscription and licensing revenues increased $7.1 million compared to the prior year period due primarily to a $10.6 million increase in our Connectivity reportable segment, a $4.0 million increase in our Health & Wellness reportable segment, a $2.4 million increase in our Technology & Shopping reportable segment, partially offset by a $9.7 million decrease in our Cybersecurity & Martech reportable segment.

Other revenues decreased $8.6 million compared to the prior year period due primarily to a $10.6 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Our revenues decreased during the three months ended March 31, 2026 compared to the prior period primarily due to a $8.8 million decrease in advertising and performance marketing revenues.

This decrease was driven primarily by a $11.1 million decrease in our Technology & Shopping reportable segment, partially offset by a $1.3 million increase in Gaming & Entertainment reportable segment and $1.0 million increase in our Health & Wellness reportable segment.

Subscription and licensing revenues increased $1.9 million compared to the prior year period due primarily to a $1.5 million increase in our Gaming & Entertainment reportable segment.

Other revenues increased $1.8 million compared to the prior year period due primarily to a $2.7 million increase in our Cybersecurity & Martech reportable segment, partially offset by a $0.9 million decrease in our Health & Wellness reportable segment.

Included in revenue during the three months ended March 31, 2026 was $11.1 million of incremental revenues contributed by businesses acquired during 2025.

(in thousands, except percentages) Three months ended March 31, Percentage Change

$ 44,317 $ 40,401 9.7%

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

The increase in direct costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses.

The increase in direct costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses, as well as $1.7 million increase in professional and third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

The increase in direct costs for the three months ended March 31, 2026 compared to the prior period was primarily due to a $1.5 million increase in campaign fulfillment costs related to a business acquired in 2025, a $1.5 million increase in partner payments, and a $1.4 million increase in cloud computing, software, and other related expenses.

Sales and Marketing

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three months ended March 31, Percentage Change

Sales and marketing

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Sales and marketing costs consist primarily of internet-based advertising, sales and marketing, personnel costs, and other business development-related expenses.

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

online service providers.

The increase in sales and marketing expenses during the three months ended September 30, 2025 compared to the prior period was primarily due to a $4.5 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $2.4 million increase in professional and third-party services as a result of a current year acquisition, a $1.3 million increase in advertising and marketing related expenses, and a $1.3 million increase in partner payments.

The increase in sales and marketing expenses during the nine months ended September 30, 2025 compared to the prior period was primarily due to a $16.4 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $9.0 million increase in professional and third-party services as a result of a current year acquisition, a $7.5 million increase in partner payments, and a $4.1 million increase in advertising and marketing related expenses.

The increase in sales and marketing expenses during the three months ended March 31, 2026 compared to the prior period was primarily due to a $4.5 million increase in salaries, benefits, and other employee expenses as a result of prior year acquisitions, partially offset by a $1.6 million decrease in professional and third-party services.

Research, Development, and Engineering

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three months ended March 31, Percentage Change

Research, development, and engineering

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As a percent of revenues

4.2 % 4.3 % 4.6 % 5.0 %

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

The increase in research, development, and engineering costs for the three months ended September 30, 2025, compared to the prior period was primarily due to a $1.2 million increase in cloud computing, software, and other related expenses, partially offset by a $0.9 million decrease in a professional and other third-party services.

The decrease in research, development, and engineering costs for the nine months ended September 30, 2025, compared to the prior period was primarily due to a $3.7 million decrease in salaries, benefits, and other employee expenses and a $1.9 million decrease in professional and other third-party services, partially offset by a $3.6 million increase in cloud computing, software, and other related expenses.

The decrease in research, development, and engineering costs for the three months ended March 31, 2026, compared to the prior period was primarily due to a $0.4 million decrease in salaries, benefits, and other employee expenses, partially offset by a $0.2 million increase in professional and other third-party services.

General, Administrative, and Other Related Costs

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three months ended March 31, Percentage Change

General, administrative, and other related costs

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

The increase in general, administrative, and other related costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $2.3 million increase in professional and other third-party services, partially offset by a $0.9 million decrease in other expenses.

The increase in general, administrative, and other related costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $3.4 million increase in professional and other third-party services and a $1.9 million increase in cloud computing, software, and other related expenses, partially offset by a $1.2 million decrease in salaries, benefits, and other employee expenses.

The increase in general, administrative, and other related costs for the three months ended March 31, 2026 compared to the prior period was primarily due to a $3.3 million increase in professional and other third-party services.

Depreciation and Amortization

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

(in thousands, except percentages) Three months ended March 31, Percentage Change

Depreciation and amortization

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

The increase in depreciation and amortization for the three months ended September 30, 2025 compared to the prior period was primarily due to an increase of $3.7 million in depreciation expense as capitalized software

was placed in service and an increase of $2.7 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations.

The increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the prior period was primarily due to an increase of $11.3 million in depreciation expense as capitalized software was placed in service and an increase of $7.9 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations.

Goodwill Impairment

Goodwill impairment was $17.6 million for the three and nine months ended September 30, 2025, respectively, and related to a reporting unit within the Cybersecurity & Martech reportable segment.

Goodwill impairment was $85.3 million for the three and nine months ended September 30, 2024, respectively, and related to reporting units within the Technology & Shopping reportable segment.

Refer to Note 6 — Goodwill and Intangible Assets in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

The decrease in depreciation and amortization for the three months ended March 31, 2026 compared to the prior period was primarily due to a $4.2 million decrease in amortization expense due to certain intangible assets being in run-off state and having a greater amortization expense earlier in life.

Non-Operating Income and Expenses

The following table represents the components of non-operating income and expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

The following table represents the components of non-operating income and expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31, Percentage Change

Interest expense, net $ (6,896) $ (6,194) 11.3 %

Loss on sale of businesses — — 0.0% — (3,780) (100.0) %

Gain (loss) on investments, net 678 — 100% 5,018 (7,654) (165.6) %

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

Other income (loss), net 688 (1,475) (146.6) %

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

Interest expense, net increased during the three and nine months ended September 30, 2025 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in rate.

Loss on sale of businesses .

Loss on sale of businesses during the nine months ended September 30, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Gain (loss) on investments, net.

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

Gain on investments, net recorded during the three months ended September 30, 2025 related to the sale of an immaterial equity method investment.

Gain on investments, net recorded during the nine months ended September 30, 2025 primarily related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla).

Gain (loss) on investments, net recorded during the three and nine months ended September 30, 2024 related to the change in the fair value of our investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Provision for credit losses on investments.

Provision for credit losses on investments during the three and nine months ended September 30, 2025 was generated from a provision for credit losses on the investment in corporate debt security, including accrued interest receivable.

Interest expense, net increased during the three months ended March 31, 2026 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in interest rates.

Other income (loss), net.

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

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

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

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

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

Provision for income taxes amounted to income tax expense of $12.8 million and $(12.5) million for the three months ended September 30, 2025 and 2024, respectively, and $25.7 million and $(27.8) million for the nine months ended September 30, 2025 and 2024, respectively.

Our 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 increase in our effective income tax rate for the three months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

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

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

an increase in our effective income tax rate due to a recognition of a valuation allowance related to a credit loss recognized on the investment in available-for-sale corporate debt security resulting in a discrete charge of $3.8 million.

The decrease in our effective income tax rate for the nine months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

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

a change in the valuation allowance against U.S.

capital loss, which resulted in a net $0.5 million discrete tax expense recognized during the 2025 period as compared to a discrete tax expense of $2.5 million recognized during 2024;

Provision for income taxes from continuing operations amounted to income tax expense of $2.6 million and $3.6 million for the three months ended March 31, 2026 and 2025, respectively.

Our effective tax rate was (80.5)% and 53.2% for the three months ended March 31, 2026 and 2025, respectively.

The change in our effective income tax rate for the three months ended March 31, 2026 compared to the prior period was primarily attributable to the following:

Pre-tax book loss for the three months ended March 31, 2026 compared to pre-tax book income for the three months ended March 31, 2025, resulted in a disproportionate effective income tax rate;

partially offset by

an increase in the discrete tax charge related to the vesting of share-based compensation resulting in a $1.2 million greater tax shortfall period over period.

an increase in our foreign-derived deduction-eligible income ("FDDEI”) due to changes under OBBBA that are effective starting January 1, 2026 and simplified expense allocations.

Judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis.

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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, 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.

Equity Method Investment

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

Income from equity method investment, net of tax.

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

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

Income from equity method investment was less than $0.1 million, net of income tax, for the three months ended September 30, 2025 compared to loss from equity method investment of $0.1 million, net of income tax, for the three months

ended September 30, 2024.

Income from equity method investment was $11.8 million, net of income tax, for the nine months ended September 30, 2025 compared to income from equity method investment of $8.1 million, net of income tax, for the nine months ended September 30, 2024.

The increase in income from equity method investment, net during the three months ended September 30, 2025 compared to the prior period was primarily due to an increase in the value of the underlying investment.

The increase in income from equity method investment, net during the nine months ended September 30, 2025 compared to the prior period was primarily due to a greater increase in the value of the underlying investment.

Income from equity method investment was $5.1 million, net of tax, for the three months ended March 31, 2026 compared to income from equity method investment of $6.6 million, net of tax, for the three months ended March 31, 2025.

The decrease in income from equity method investment, net of tax during the three months ended March 31, 2026 compared to the prior period was primarily due to a decrease in the value of the underlying investments.

(Loss) income from continuing operations

Loss from continuing operations was $0.8 million for the three months ended March 31, 2026 compared to income from continuing operations of $9.8 million for the three months ended March 31, 2025.

The decrease in income from continuing operations during the three months ended March 31, 2026 compared to the prior period was driven by the factors discussed above.

Net income from discontinued operations, net of tax

Net income from discontinued operations, net of tax was $23.0 million for the three months ended March 31, 2026 compared to net income from discontinued operations, net of tax of $14.4 million for the three months ended March 31, 2025.

The increase in net income from discontinued operations, net of tax during the three months ended March 31, 2026 compared to the prior period was primarily due to a $3.8 million increase in revenues and a $16.0 million increase in income tax benefit related primarily to deferred tax assets recorded upon our classification of Connectivity as held-for-sale, partially offset by a $8.8 million increase in transaction costs and $2.3 million increase in stock-based compensation related to the disposition of the Connectivity business.

Net income was $22.3 million for the three months ended March 31, 2026 compared to net income of $24.2 million for the three months ended March 31, 2025.

The decrease in net income during the three months ended March 31, 2026 compared to the prior period was driven by the factors discussed above.

Segment Results

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

The Company has five reportable segments:

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

The Company has four reportable segments:

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

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

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

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Three months ended March 31, Percentage Change

$ 71,159 $ 81,690 (12.9) %

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77,617 85,653 (9.4) %

Operating income (loss)

Operating loss

$ (6,458) $ (3,963) 63.0 %

Technology & Shopping’s revenues of $85.2 million during the three months ended September 30, 2025 decreased $1.9 million compared to the prior period primarily due to a $6.9 million decline in other revenues driven by a decline in game publishing revenues, partially offset by a $3.7 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $1.2 million increase in subscription and licensing revenues.

Technology & Shopping’s revenues of $247.7 million during the nine months ended September 30, 2025 increased $18.7 million compared to the prior period primarily due to a $26.9 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $2.4 million increase in subscription and licensing revenues, partially offset by a decline of $10.6 million in other revenues driven by a decline in game publishing revenues.

Technology & Shopping’s operating costs and expenses of $85.1 million during the three months ended September 30, 2025 decreased $80.6 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the three months ended September 30, 2024, which did not recur in 2025 period, partially offset by $2.3 million increase in depreciation and amortization.

Technology & Shopping’s operating costs and expenses of $259.5 million during the nine months ended September 30, 2025 decreased $62.8 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the nine months ended September 30, 2024, which did not recur in 2025 period, partially offset by a $9.9 million increase in depreciation and amortization driven by acquisitions during 2024, and a $9.2 million increase in salaries, benefits, and other employee expenses.

As a result of these factors, Technology & Shopping’s operating income of less than $0.1 million during the three months ended September 30, 2025 decreased $78.7 million compared to the prior period.

Technology & Shopping’s operating loss of $11.9 million during the nine months ended September 30, 2025 decreased $81.5 million compared to the prior period.

Technology & Shopping’s revenues of $71.2 million during the three months ended March 31, 2026 decreased $10.5 million compared to the prior period primarily due to a $11.1 million decrease in advertising and performance marketing revenues, primarily driven by $4.4 million and $3.6 million decreases in performance marketing revenues in our Technology business and our Shopping business, respectively, and a $2.6 million decrease in the first party advertising revenues in our Technology business, partially offset by a $0.6 million increase in subscription and licensing revenues.

The decline in revenues during the quarter was driven by traffic pressures impacting affiliate commerce and programmatic display advertising.

Technology & Shopping’s operating costs and expenses of $77.6 million during the three months ended March 31, 2026 decreased $8.0 million compared to the prior period primarily driven by a $2.5 million decrease in an advertising and performance marketing related expenses, a $2.2 million decrease in professional and other third-party services, a $2.0 million decrease in salaries, benefits, and other employee expenses, and a $1.8 million decrease in depreciation and amortization expenses, partially offset by a $0.8 million increase in partner payments.

As a result of these factors, Technology & Shopping’s operating loss of $(6.5) million during the three months ended March 31, 2026 increased $2.5 million compared to the prior period.

Gaming & Entertainment

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

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Three months ended March 31, Percentage Change

$ 40,764 $ 38,026 7.2 %

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$ 7,884 $ 8,774 (10.1) %

Gaming & Entertainment’s revenues of $47.6 million during the three months ended September 30, 2025 decreased $2.1 million compared to the prior period primarily due to a $3.0 million decrease in advertising and performance marketing revenues, partially offset by a $0.9 million increase in subscription and licensing revenues.

Gaming & Entertainment’s revenues of $131.8 million during the nine months ended September 30, 2025 increased $2.5 million compared to the prior period primarily due to a $2.7 million increase in advertising and performance marketing revenues, partially offset by a decrease of $0.2 million in subscription and licensing revenues.

Gaming & Entertainment’s operating costs and expenses of $32.9 million during the three months ended September 30, 2025 decreased $1.8 million compared to the prior period primarily due to a $3.1 million decrease in other expenses and a $1.1 million decrease in salaries, benefits, and other employee expenses, partially offset by a $1.9 million increase in partner payments.

Gaming & Entertainment’s operating costs and expenses of $97.1 million during the nine months ended September 30, 2025 increased $1.5 million compared to the prior period primarily due to a $2.5 million increase in partner payments, a $2.0 million increase in cloud computing, software, and other related expenses, partially offset by a $2.9 million decrease in other expenses.

As a result of these factors, Gaming & Entertainment’s operating income of $14.7 million during the three months ended September 30, 2025 decreased $0.4 million compared to the prior period.

Gaming & Entertainment’s operating income of $34.7 million during the nine months ended September 30, 2025 increased $1.0 million compared to the prior period.

Gaming & Entertainment’s revenues of $40.8 million during the three months ended March 31, 2026 increased $2.7 million compared to the prior period primarily due to a $1.5 million increase in subscription and licensing revenues and a $1.3 million increase in advertising and performance marketing revenues, both in our Humble Bundle business.

Gaming & Entertainment’s operating costs and expenses of $32.9 million during the three months ended March 31, 2026 increased $3.6 million compared to the prior period primarily due to a $1.0 million increase in partner payments, a $0.9 million increase in professional and other third-party services, and a $0.8 million increase in salaries, benefits, and other employee expenses.

As a result of these factors, Gaming & Entertainment’s operating income of $7.9 million during the three months ended March 31, 2026 decreased $0.9 million compared to the prior period.

Health & Wellness

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

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

$ 102,306 $ 90,771 12.7 % $ 287,544 $ 256,737 12.0 %

Operating costs and expenses

79,448 72,524 9.5 % 231,706 216,588 7.0 %

Operating income

$ 22,858 $ 18,247 25.3 % $ 55,838 $ 40,149 39.1 %

Health & Wellness’s revenues of $102.3 million during the three months ended September 30, 2025 increased $11.5 million compared to the prior period primarily due to a $10.5 million increase in advertising and performance marketing revenues, primarily driven by a $9.6 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $0.9 million increase in subscription and licensing revenues, and a $0.1 million increase in other revenues.

Health & Wellness’s revenues of $287.5 million during the nine months ended September 30, 2025 increased $30.8 million compared to the prior period primarily due to a $27.2 million increase in advertising and performance marketing revenues, driven by a $26.1 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $4.0 million increase in subscription and licensing revenues, partially offset by a $0.3 million decline in other revenues.

Health & Wellness’s operating costs and expenses of $79.4 million during the three months ended September 30, 2025 increased $6.9 million compared to the prior period primarily due to a $1.8 million increase in salaries, benefits, and other employee expenses, a $1.2 million increase in partner payments, and a $1.2 million increase in cloud computing, software, and other related expenses.

Health & Wellness’s operating costs and expenses of $231.7 million during the nine months ended September 30, 2025 increased $15.1 million compared to the prior period primarily due to a $6.8 million increase in partner payments due in part to an acquisition in 2025, a $2.5 million increase in cloud computing, software, and other related expenses, and a $1.8 million increase in depreciation and amortization.

As a result of these factors, Health & Wellness’s operating income of $22.9 million during the three months ended September 30, 2025 increased $4.6 million compared to the prior period.

Health & Wellness’s operating income of $55.8 million during the nine months ended September 30, 2025 increased $15.7 million compared to the prior period.

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

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Three months ended March 31, Percentage Change

$ 85,950 $ 85,786 0.2 %

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$ 8,624 $ 16,962 (49.2) %

Connectivity’s revenues of $57.2 million during the three months ended September 30, 2025 increased $1.2 million compared to the prior period primarily due to an increase of $0.9 million in subscription and licensing revenues driven by a $1.1 million increase in our revenues from network performance services.

Connectivity’s revenues of $170.4 million during the nine months ended September 30, 2025 increased $11.0 million compared to the prior period primarily due to an increase of $10.6 million in subscription and licensing revenues driven primarily by a $10.5 million increase in our revenues from network performance services.

Connectivity’s operating costs and expenses of $40.7 million during the three months ended September 30, 2025 increased $5.6 million compared to the prior period primarily due to a $2.0 million increase in salaries, benefits, and other employee expenses, a $1.7 million increase in professional and other third-party services, and a $1.6 million increase in other related expenses.

Connectivity’s operating costs and expenses of $115.6 million during the nine months ended September 30, 2025 increased $18.1 million compared to the prior period primarily due to a $7.8 million increase in other related expenses due to a 2024 reduction in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $4.8 million increase in professional and other third-party services in 2025, and a $4.0 million increase in salaries, benefits, and other employee expenses in 2025.

As a result of these factors, Connectivity’s operating income of $16.5 million during the three months ended September 30, 2025 decreased $4.4 million compared to the prior period.

Connectivity’s operating income of $54.8 million during the nine months ended September 30, 2025 decreased $7.1 million compared to the prior period.

Health & Wellness’s revenues of $86.0 million during the three months ended March 31, 2026 increased $0.2 million compared to the prior period primarily due to a $1.0 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, partially offset by declines in other of our Health & Wellness lines of business.

The increase in advertising and performance marketing revenues was partially offset by a $0.9 million decrease in subscription and licensing revenues.

Health & Wellness’s operating costs and expenses of $77.3 million during the three months ended March 31, 2026 increased $8.5 million compared to the prior period primarily due to a $4.3 million increase in salaries, benefits, and other employee expenses due in part to an acquisition in 2025, an absence of $1.8 million reduction in expenses related to change in contingent consideration that occurred in the comparable 2025 period, and a $1.4 million increase in advertising and marketing related expenses.

As a result of these factors, Health & Wellness’s operating income of $8.6 million during the three months ended March 31, 2026 decreased $8.3 million compared to the prior period.

Cybersecurity & Martech

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

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

Three months ended March 31, Percentage Change

$ 69,768 $ 67,314 3.6 %

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56,071 55,991 0.1 %

Operating (loss) income

Operating income

$ 13,697 $ 11,323 21.0 %

Cybersecurity & Martech’s revenues of $71.5 million during the three months ended September 30, 2025 increased $1.4 million compared to the prior period primarily due to a $2.5 million increase in subscription and licensing revenues within the Company’s Cybersecurity business and a $2.3 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business, partially offset by a $3.4 million decrease in subscription and licensing revenues within the Company’s Martech business.

Cybersecurity & Martech’s revenues of $207.1 million during the nine months ended September 30, 2025 decreased $7.3 million compared to the prior period primarily due to a $9.7 million decline in subscription and licensing revenues within certain brands of each of the Company’s Martech business and Cybersecurity business, partially offset by a $2.3 million increase in other revenues related to a business acquired in 2025.

Cybersecurity & Martech‘s operating costs and expenses of $77.9 million during the three months ended September 30, 2025 increased $22.7 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $3.1 million increase in depreciation and amortization expense, a $1.6 million increase in cloud computing, software, and other related expenses, and a $1.6 million increase in professional and other third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

Cybersecurity & Martech‘s operating costs and expenses of $190.0 million during the nine months ended September 30, 2025 increased $21.4 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $6.8 million increase in depreciation and amortization expense, a $2.0 million increase in partner payments, and a $1.8 million increase in cloud computing, software, and other related expenses, partially offset by a $3.6 million decrease in salaries, benefits, and other employees expenses and a $3.0 million decrease in advertising and marketing related expenses.

As a result of these factors, Cybersecurity & Martech’s operating loss of $6.4 million during the three months ended September 30, 2025 increased $21.3 million compared to the prior period.

Cybersecurity & Martech’s operating income of $17.1 million during the nine months ended September 30, 2025 decreased $28.7 million compared to the prior period.

Cybersecurity & Martech’s revenues of $69.8 million during the three months ended March 31, 2026 increased $2.5 million compared to the prior period primarily due to a $2.7 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business, partially offset by a $0.3 million decrease in subscription and licensing revenues.

Cybersecurity & Martech‘s operating costs and expenses of $56.1 million during the three months ended March 31, 2026 increased $0.1 million.

As a result of these factors, Cybersecurity & Martech’s operating income of $13.7 million during the three months ended March 31, 2026 increased $2.4 million compared to the prior period.

Liquidity and Capital Resources

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

Cash, Cash Equivalents, and Investments

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

September 30, 2025 December 31, 2024

Cash and Cash Equivalents

Long-term investments 119,557 158,187

Cash, cash equivalents and investments $ 622,925 $ 664,067

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

September 30, 2025 December 31, 2024

Cash, cash equivalents, and investments held in domestic jurisdiction $ 527,762 $ 581,315

Cash, cash equivalents, and investments held in foreign jurisdiction 95,163 82,752

Cash, cash equivalents, and investments $ 622,925 $ 664,067

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

For information on long-term investments of the Company, refer to Note 4 — Investments in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

As of March 31, 2026 and December 31, 2025, our cash and cash equivalents were $519.7 million and $573.8 million, respectively.

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

March 31, 2026 December 31, 2025

Cash and cash equivalents held in domestic jurisdiction $ 416,108 $ 481,021

Cash and cash equivalents held in foreign jurisdiction 103,610 92,756

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

On June 18, 2024, the Company entered into a New Lender Joinder Agreement and Eighth Amendment (the “Joinder and Amendment”) to the Credit Agreement.

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

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

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

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

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Material Cash Requirements

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

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

These long-term contractual obligations extend through 2036.

Refer to Note 7 – Debt and Note 3 — Business

Acquisition to the Notes to the Condensed Consolidated Financial Statements included in Part I Item 1 of this Quarterly Report on Form 10-Q.

As of September 30, 2025, we and our subsidiaries had outstanding $865.9 million in aggregate principal amount of indebtedness.

As of September 30, 2025, our total future minimum lease payments were $30.4 million of which approximately $8.5 million future minimum lease payments are due in the succeeding twelve months.

As of September 30, 2025, our liability for uncertain tax positions was $33.1 million.

Refer to Note 8 – Debt and Note 3 — Acquisitions in Part I Item 1 of this Quarterly Report on Form 10-Q.

As of March 31, 2026, we and our subsidiaries had outstanding $867.1 million in aggregate principal amount of indebtedness.

As of March 31, 2026, our total future minimum lease payments were $27.2 million of which approximately $6.8 million future minimum lease payments are due in the succeeding twelve months.

As of March 31, 2026, our liability for uncertain tax positions was $29.5 million.

In the ordinary course of business, the Company enters into commitments including those related to cloud computing, information technology, security, and information and document management.

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

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

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

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

Nine months ended September 30, Change

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

Three months ended March 31, Change

Net cash provided by operating activities $ 29,953 $ 20,613 $ 9,340

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Our net cash provided by operating activities resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services, employee compensation, interest payments associated with our debt, and taxes.

The $16.1 million decrease in net cash provided by operating activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to the working capital usage by TDS Gift Cards (“TDS”).

The decrease in net cash provided by operating activities includes the activities of TDS, which had a negative impact of $(47.6) million during the nine months ended September 30, 2025.

The $9.3 million increase in net cash provided by operating activities during the three months ended March 31, 2026 compared to the prior period was primarily related to increased collections from our customers and a decrease in prepaid expenses during the current period, partially offset by increased payments to our vendors.

The increase in net cash provided by operating activities includes the activities of TDS Gift Cards, which had a negative impact of $(89.6) million and $(84.0) million during the first quarter of 2026 and the first quarter of 2025, respectively.

Investing Activities

The $148.2 million decrease in net cash used in investing activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to lower cash used on business acquisitions during the nine months ended September 30, 2025.

The $31.6 million decrease in net cash used in investing activities during the three months ended March 31, 2026 compared to the prior period was primarily related to no cash used on business acquisitions during the three months ended March 31, 2026.

Financing Activities

The $211.6 million decrease in net cash used in financing activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to an absence in the 2025 period of cash outflows related to a settlement of a portion of the outstanding principal amount of the Company’s 1.75% Convertible Notes, which occurred during the nine months ended September 30, 2024, as well as a smaller amount of cash used for share repurchases.

The $18.5 million increase in net cash used in financing activities during the three months ended March 31, 2026 compared to the prior period was primarily related to a larger amount of cash used for share repurchases.

Stock Repurchase Program

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

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

Company’s common stock.

In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program.

A summary of share repurchases under the 2020 Program during the nine months ended September 30, 2025 is as follows (in thousands, except share amounts):

On February 22, 2026, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional ten million shares of the Company’s common stock and (ii) an extension of the expiration date of the share repurchase program from August 2, 2029 to February 22, 2036 (“Amended Stock Repurchase

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.

A summary of share repurchases under the 2020 Program during the three months ended March 31, 2026 is as follows (in thousands, except share amounts):

Total number of shares repurchased Aggregate purchase price (1)

Shares remaining under repurchase authorization as of September 30, 2025

Shares remaining under repurchase authorization as of March 31, 2026

1,186,086 $46,828 10,296,941

(1) Includes the impact of excise taxes.

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

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

These shares were subsequently retired.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis