ZIFF DAVIS, INC. 10-Q

Item 1A. Risk Factors There has not been a material change in our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025, except for the risk factor set forth below. The consummation of the pending sale of our Connectivity business is subject to certain risks. The pending transaction also creates certain incremental risks for us that may negatively affect our operations, financial results or reputation. On March 2, 2026, we entered into a definitive agreement to sell our 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. Our ability to consummate the sale of the Connectivity business is subject to important risks, including the risk that we may not satisfy other customary closing conditions required to complete the transaction on its agreed-upon terms and the anticipated schedule, if at all. Other risks of the pending sale of the Connectivity business to our operations, financial results or reputation include the risk that management’s attention is diverted from other matters during the pendency of the transaction and in the post-closing period; the impact of the announcement and/or the potential impact of the consummation of the pending transaction on relationships, including with employees, customers, suppliers, and competitors; the risk of disruptions from the pending transaction that impact our business; the risk that the pending transaction does not yield the intended outcomes for our strategy, operations and/or financial results; and the risk that there may be litigation associated with consummation of the transaction. Failure to consummate the sale of the Connectivity business may materially affect our business, financial condition or results of operations.