ZIFF DAVIS, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities On August 6, 2020, the Board approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”). On August 2, 2024, the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029. As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock 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. -48- On February 22, 2026, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional ten million shares of the Company’s common stock and (ii) an extension of the expiration date of the share repurchase program from August 2, 2029 to February 22, 2036 (“Amended Stock Repurchase Program”). As a result of the Amended Stock Repurchase Program, the aggregate number of shares of the Company’s common stock under 2020 Program increases from up to 15 million shares to up to 25 million of the Company’s common stock. See Note 11 — Stockholders’ Equity in Item 1 of Part I of this Quarterly Report on Form 10-Q. 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). The following table details the repurchases that were made under the 2020 Program and those made outside the 2020 Program, on a trade date basis, during the three months ended March 31, 2026: Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program (3) January 1, 2026 - January 31, 2026 751,903 $ 37.00 741,719 10,741,308 February 1, 2026 - February 28, 2026 — $ — — 10,741,308 March 1, 2026 - March 31, 2026 444,367 $ 42.54 444,367 10,296,941 Total 1,196,270 1,186,086 10,296,941 (1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with the vesting of restricted stock awards issued to employees. (2) Excludes the impact of excise taxes. (3) As of the last day of the applicable month. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable.