What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 387 added, 219 removed, 765 unchanged (44% of the section changed)

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 1,606,112 $ 573,777

2 unchanged sentences

Prepaid expenses and other current assets 59,804 81,964

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

Current assets - discontinued operations — 91,217

Total current assets 2,084,762 1,370,399

6 unchanged sentences

Other assets 51,629 24,523

Noncurrent assets - held for sale — 322,777

Noncurrent assets - discontinued operations — 322,777

TOTAL ASSETS $ 3,998,027 $ 3,663,306

5 unchanged sentences

Other current liabilities 12,228 16,089

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

Current liabilities - discontinued operations — 76,216

Total current liabilities 963,330 1,074,953

4 unchanged sentences

Other noncurrent liabilities 32,241 33,055

Noncurrent liabilities - held for sale — 16,541

Noncurrent liabilities - discontinued operations — 16,541

TOTAL LIABILITIES 1,760,569 1,909,731

10 unchanged sentences

Authorized 95,000,000 ;

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

total issued and outstanding 34,962,853 and 38,376,859 shares at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 436,450 472,723

8 unchanged sentences

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Total revenues $ 286,738 $ 294,803 $ 554,379 $ 567,619

5 unchanged sentences

Depreciation and amortization 46,874 50,335 91,752 98,787

Goodwill impairment 54,839 — 54,839 —

Total operating costs and expenses 331,461 281,033 596,170 539,380

Operating income 2,932 14,469

Operating (loss) income ( 44,723 ) 13,770 ( 41,791 ) 28,239

Interest expense, net ( 5,770 ) ( 6,584 ) ( 12,666 ) ( 12,778 )

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

Gain on investments, net — 4,340 — 4,340

Other (loss) income, net ( 586 ) ( 2,402 ) 102 ( 3,877 )

(Loss) income from continuing operations before income tax expense and income from equity method investment ( 51,079 ) 9,124 ( 54,355 ) 15,924

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

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

Income tax (expense) benefit ( 941 ) 69 ( 3,578 ) ( 3,549 )

(Loss) income from equity method investment, net of tax ( 133 ) 5,115 5,005 11,745

Net (loss) income from continuing operations ( 52,153 ) 14,308 $ ( 52,928 ) $ 24,120

18 unchanged sentences

(Unaudited, in thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net income $ 624,461 $ 26,343 $ 646,722 $ 50,582

1 unchanged sentence

Foreign currency translation adjustment ( 435 ) 18,782 ( 8,745 ) 30,193

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

Change in fair value on available-for-sale investments, net of tax expense of $ 99 and $ 187 for the three and six months ended June 30, 2025, respectively.

Sale of Connectivity ( 1,227 ) — ( 1,227 ) —

Other comprehensive (loss) income, net of tax ( 1,662 ) 19,061 ( 9,972 ) 30,752

6 unchanged sentences

(Unaudited, in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Deferred income taxes, net ( 22,542 ) ( 7,320 )

Gain on sale of businesses ( 860,597 ) —

Goodwill impairment 54,839 —

Changes in fair value of contingent consideration 124 ( 2,318 )

Income from equity method investments, net of tax ( 5,005 ) ( 11,745 )

Gain on investments, net — ( 4,340 )

Other 3,826 1,701

5 unchanged sentences

Increase (decrease) in:

Accounts payable ( 247,695 ) ( 210,857 )

Accounts payable and accrued expenses ( 230,206 ) ( 209,583 )

Income taxes payable 204,345 ( 21,482 )

Deferred revenue 7,402 464

Accrued liabilities and other current liabilities ( 4,819 ) ( 5,331 )

Other current liabilities ( 7,870 ) ( 7,320 )

Net cash provided by operating activities 118,916 77,687

2 unchanged sentences

Acquisitions, net of cash received ( 8,030 ) ( 50,345 )

Distribution from equity method investment — 9,196

Proceeds from sale of equity investments — 25,250

Proceeds from sale of businesses, net of cash divested 1,134,081 —

Other ( 209 ) 51

Net cash used in investing activities ( 33,207 ) ( 64,829 )

Net cash provided by (used in) investing activities 1,057,716 ( 71,600 )

Cash flows from financing activities:

Repurchase of common stock ( 173,058 ) ( 68,834 )

Issuance of common stock under employee stock purchase plan 3,477 3,751

Deferred payments for acquisitions ( 1,162 ) ( 213 )

Other ( 3,041 ) ( 1,592 )

13 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three months ended March 31, 2026

Three months ended June 30, 2026

Common stock Additional paid-in

2 unchanged sentences

Shares Amount capital earnings comprehensive loss

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

Net income — — — 624,461 — 624,461

Other comprehensive loss, net of tax of zero

— — — — ( 435 ) ( 435 )

Issuance of restricted stock, net 65,760 1 ( 290 ) ( 25 ) — ( 314 )

Issuance of shares under employee stock purchase plan 137,218 1 3,476 — — 3,477

Repurchase and retirement of common stock ( 2,627,787 ) ( 26 ) ( 32,364 ) ( 89,398 ) — ( 121,788 )

Share-based compensation — — 11,535 — — 11,535

Sale of Connectivity

— — — — ( 1,227 ) ( 1,227 )

Other, net — — ( 232 ) 473 — 241

Balance, June 30, 2026 34,962,853 $ 350 $ 436,450 $ 1,867,704 $ ( 67,046 ) $ 2,237,458

Three months ended June 30, 2025

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

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

Net income — — — 26,343 — 26,343

Other comprehensive income, net of tax expense of $ 99

— — — — 19,061 19,061

Issuance of restricted stock, net 31,374 1 ( 217 ) 95 — ( 121 )

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

Repurchase and retirement of common stock ( 1,228,007 ) ( 12 ) ( 15,890 ) ( 23,766 ) — ( 39,668 )

Share-based compensation — — 11,727 — — 11,727

Other, net — — 121 81 — 202

Balance, June 30, 2025 41,168,057 $ 412 $ 484,498 $ 1,409,468 $ ( 51,719 ) $ 1,842,659

ZIFF DAVIS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)

Six months ended June 30, 2026

Common stock Additional paid-in

Retained Accumulated other

Stockholders’

Shares Amount capital earnings comprehensive loss

Balance, January 1, 2026 38,376,859 $ 384 $ 472,723 $ 1,337,542 $ ( 57,074 ) $ 1,753,575

Net income — — — 646,722 — 646,722

Other comprehensive loss, net of tax of $ 0

Other comprehensive loss, net of tax of zero

— — — — ( 8,745 ) ( 8,745 )

Issuance of restricted stock, net 262,649 3 ( 11,381 ) 4,365 — ( 7,013 )

Issuance of shares under employee stock purchase plan 137,218 1 3,476 — — 3,477

Repurchase and retirement of common stock ( 3,813,873 ) ( 38 ) ( 47,018 ) ( 121,561 ) — ( 168,617 )

Share-based compensation — — 20,779 — — 20,779

Sale of Connectivity

— — — — ( 1,227 ) ( 1,227 )

Other, net (1)

— — ( 2,129 ) 636 — ( 1,493 )

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

Balance, June 30, 2026 34,962,853 $ 350 $ 436,450 $ 1,867,704 $ ( 67,046 ) $ 2,237,458

(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

Six months ended June 30, 2025

Common stock Additional paid-in

7 unchanged sentences

Issuance of restricted stock, net 163,769 2 ( 8,049 ) 3,623 — ( 4,424 )

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

Repurchase and retirement of common stock ( 1,978,007 ) ( 19 ) ( 24,583 ) ( 45,969 ) — ( 70,571 )

1 unchanged sentence

Other, net — — 11 198 — 209

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

Balance, June 30, 2025 41,168,057 $ 412 $ 484,498 $ 1,409,468 $ ( 51,719 ) $ 1,842,659

See Notes to Condensed Consolidated Financial Statements (Unaudited)

7 unchanged sentences

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.

On June 17, 2026, the Company completed the sale of its Connectivity business (“Connectivity”) to Accenture Inc (“Accenture”).

The assets and liabilities and results of operations of Connectivity have been classified as discontinued operations for all periods presented.

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, and related disclosures 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.

7 unchanged sentences

Description of Business

Ziff Davis is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and martech.

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.

Our business specializes in the technology, shopping, gaming and entertainment, and healthcare 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.

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 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.

For the six months ended June 30, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Settlement receivables, net $ 187,082 $ 313,413

Trade receivables, net 218,707 303,375

Escrow receivable 12,000 —

Other receivables 1,057 6,653

6 unchanged sentences

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

March 31, 2026 December 31, 2025

Accounts payable $ 121,684 $ 144,679

June 30, 2026 December 31, 2025

Settlement payables, net $ 261,176 $ 469,134

Accounts payable 145,961 144,679

Accrued employee related costs 30,811 31,279

2 unchanged sentences

Settlement payables, net represent amounts owed to our customers related to services provided in the facilitation of gift card processing and program management whereby, as part of our services we collect from third parties and pass through payment to our customers, net of a fee earned by the Company.

Long-lived assets

The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets, and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 360, Property, Plant, and Equipment , which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset.

If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.

During the three and six months ended June 30, 2026, the Company assessed the recoverability of certain of its assets in its Health & Wellness reportable segment following reductions in forecasted revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in one of its asset groups and recorded an impairment of its internal-use-software of approximately $ 1.8 million within ‘General, administrative, and other related costs’ in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026.

The fair value of the internal-use-software was estimated using the multi-period excess earnings method under the income approach, which utilizes assumptions including projected future revenue generated from the asset, projected expenses, and discount rate.

Recent Accounting Pronouncements

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):

In July 2025, the 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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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.

This update further provides guidance about “probable-to-

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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.

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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.

24 unchanged sentences

In instances when technology assets in the form of functional intellectual property are licensed to the Company’s clients, revenues from the license of these assets are recognized at a point in time.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

5 unchanged sentences

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.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

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.

Other revenues primarily include those from the sale of online courses 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.

1 unchanged sentence

The Company records revenues on a net basis with respect to games sold on third-party platforms.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Disaggregated Revenues

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Technology & Shopping

1 unchanged sentence

Subscription and licensing 3,593 2,626 6,389 4,804

Other 66 ( 648 ) 66 ( 612 )

Total Technology & Shopping revenues $ 76,757 $ 80,776 $ 147,916 $ 162,466

2 unchanged sentences

Subscription and licensing 16,265 13,965 31,373 27,611

Other 1,187 10 1,187 19

Total Gaming & Entertainment revenues $ 46,619 $ 46,226 $ 87,383 $ 84,252

10 unchanged sentences

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

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.

The Company recorded $ 39.1 million and $ 40.6 million of revenues for the three months ended June 30, 2026 and 2025, respectively, and $ 98.9 million and $ 97.9 million of revenues for the six months ended June 30, 2026 and 2025, respectively, which was previously included in the deferred revenues balance as of the beginning of each respective year.

Performance Obligations

3 unchanged sentences

The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided.

The Company includes any fixed consideration within its contracts as part of the total

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

transaction price.

The Company includes any fixed consideration within its contracts as part of the total transaction price.

The Company’s contracts occasionally contain variable consideration, such as commissions that are recognized in the period of the commissionable event.

4 unchanged sentences

In certain instances, the Company provides content to its advertising partners and receives a revenue share based on the terms of the agreement.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Revenues are recognized based on delivery of services over the contract period for advertising.

1 unchanged sentence

Depending on individual contracts with customers, revenues from advertising and performance marketing revenues are recognized over time as distinct performance obligations are satisfied, including when:

• Online display and video advertising in form of impressions, video views and other means is placed for viewing on the Company’s owned-and-operated properties and on third-party sites.

• Online display and video advertising in the form of impressions, video views and other means is placed for viewing on the Company’s owned-and-operated properties and on third-party sites.

• Commissions are earned upon the sale of an advertised product.

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• Security solutions, including email and endpoint, are provided.

• Access is granted to data products and services.

• Continuing access to the content on our websites and apps is provided.

The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation delivered over the time is a time-based measure.

The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation delivered over time is a time-based measure.

The Company recognizes revenues on a straight-line basis throughout the subscription period, or as usage occurs, or when functional intellectual property is delivered for services outside of the subscription.

2 unchanged sentences

Transaction Price Allocation to Future Performance Obligations

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:

As of June 30, 2026, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $ 41.7 million and is expected to be recognized as follows:

38 % by December 31, 2026, 43 % by December 31, 2027, and 19 % thereafter.

3 unchanged sentences

2026 Acquisitions

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

The Company completed two immaterial acquisitions during the six months ended June 30, 2026, paying the purchase price in cash in each transaction.

Total consideration for all businesses acquired in 2026 was $ 8.4 million.

Goodwill recognized associated with these acquisitions during the six months ended June 30, 2026 was $ 3.2 million, of which $ 3.2 million is expected to be deductible for income tax purposes.

Approximately $ 5.6 million of definite-lived intangibles were recorded in connection with the acquisitions during the six months ended June 30, 2026, including $ 3.1 million of Customer relationships, net, $ 1.4 million of Trade names and trademarks, net, and $ 1.1 million of Other purchased intangibles, net.

The initial accounting for 2026 acquisitions is incomplete due to the timing of available information and is subject to change.

As of June 30, 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.

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

business combinations and one accounted for as an asset acquisition.

2025 Acquisitions

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 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.

Of this amount, total consideration of $ 63.1 million, or $ 58.1 million net of cash acquired, was incurred during the six months ended June 30, 2025.

The accompanying Condensed Consolidated Statements of Operations reflect the results of operations of the 2026 and 2025 acquisitions since the date of each respective acquisition.

Investments consist of equity and debt securities.

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

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

The investment was initially measured at its transaction price and subsequently re-measured at fair value, with unrealized gains and losses reported as a component of other comprehensive income.

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

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 June 30, 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.

As of each June 30, 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 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.

As of June 30, 2026 and 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 June 30, 2026 were zero .

There was no cumulative gross unrealized gains on investment in the corporate debt security as of June 30, 2026 and December 31, 2025, respectively.

Equity method investment

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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.

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.

During the three months ended June 30, 2026 and 2025, the Company recognized (loss) income from the equity method investment, net of tax, of $( 0.1 ) million and $ 5.1 million, net of tax, respectively.

During the six months ended June 30, 2026 and 2025, the Company recognized income from the equity method investment, net of taxes of $ 5.0 million and $ 11.7 million, respectively.

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

As of June 30, 2026, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $ 99.9 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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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.

During the first quarter of 2026, the Company entered into a definitive agreement to sell Connectivity to Accenture for an aggregate purchase price of $ 1.2 billion in cash, subject to certain customary adjustments set forth in the purchase agreement (the “Sale”).

On June 17, 2026 (the “Closing Date”) the Company completed the Sale and recorded a pre-tax gain on sale, net of costs to sell, of approximately $ 860.6 million, within ‘Net income from discontinued operations, net of tax’, during the three and six months ended June 30, 2026.

Total proceeds were approximately $ 1,216.1 million, consisting of approximately $ 1,179.1 million cash received at closing and $ 37.0 million held in escrow.

The cash received at closing of $ 1,179.1 million, net of $ 45.0 million cash divested, was $ 1,134.1 million.

Escrow is comprised of (a) $ 12.0 million for working capital adjustments to be settled within 120 days of the Closing Date and (b) $ 25.0 million for indemnifications to be paid upon the earlier of the settlement of indemnification matters or three years following the Closing Date.

The escrow receivable for the working capital adjustments is included in ‘Accounts receivable, net’ in the Condensed Consolidated Balance Sheets and the escrow receivable for the indemnifications is included in ‘Other assets’ in the Condensed Consolidated Balance Sheets.

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.

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

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

The Company also entered into a transition services agreement with Accenture to provide certain transition services in order to facilitate the transition.

Under the terms of the transition services agreement, the Company will provide certain post-closing accounting, tax, treasury, technology, and human resource services on a transitional basis for up to twelve months from the Closing Date, with the ability to extend for two additional consecutive three-month periods.

Under the terms of the transition services agreement, certain employees associated with Connectivity will remain employees of Ziff Davis and work exclusively in support of Connectivity at Connectivity’s expense.

The Company does not have any other significant involvement with Connectivity following the Closing Date.

During the first quarter of 2026, the Company determined that the Sale met the held-for-sale and discontinued operations accounting criteria.

The assets and liabilities of Connectivity were classified as discontinued operations for all periods presented in accordance with ASC 205-20, Discontinued Operations as the disposition constitutes a strategic shift that will have a major effect on the Company’s operations and financial results.

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

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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

The table below details the major classes of assets and liabilities classified as discontinued operations, which are summarized separately in the Condensed Consolidated Balance Sheets (in thousands):

June 30, 2026 December 31, 2025

Cash and cash equivalents $ — $ 33,234

2 unchanged sentences

Total current assets — 91,217

111,554 91,217

Property and equipment, net — 51,049

2 unchanged sentences

Deferred income taxes, noncurrent — 179

Total assets held for sale (1)

$ 435,223 $ 413,994

Other assets — 4,942

Total assets $ — $ 413,994

Accounts payable and accrued expenses $ — $ 12,516

3 unchanged sentences

Total current liabilities — 76,216

97,397 76,216

Deferred revenue, noncurrent — 12,430

1 unchanged sentence

Other long-term liabilities — 3,815

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.

Total liabilities $ — $ 92,757

ZIFF DAVIS, INC.

2 unchanged sentences

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,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Total revenues $ 50,790 $ 57,406 $ 110,432 $ 113,226

8 unchanged sentences

Interest expense, net 65 61 117 124

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

Gain on sale of business 860,597 — 860,597 —

Other (loss) income, net ( 457 ) ( 3,384 ) 999 ( 4,712 )

Income from discontinued operations before income taxes 878,399 16,390 890,367 35,786

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

Income tax expense ( 201,785 ) ( 4,355 ) ( 190,717 ) ( 9,324 )

Net income from discontinued operations, net of tax $ 676,614 $ 12,035 $ 699,650 $ 26,462

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Depreciation and amortization $ — $ 7,271 $ 4,905 $ 14,651

26 unchanged sentences

Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.

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 June 30, 2026, the possible payments under these arrangements ranged from zero to a maximum total of $ 6.9 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 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.

As of June 30, 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):

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

June 30, 2026 Level 1 Level 2 Level 3 Fair Value Carrying Value

Cash equivalents:

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

For the six months ended June 30, 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):

Three months ended March 31,

Six months ended June 30,

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 — — 5,865 —

Fair value adjustments (1)

1 unchanged sentence

Foreign currency translation adjustment ( 89 ) — — —

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.

Balance as of June 30 $ 6,872 $ — $ 6,381 $ 18,534

(1) During the six months ended June 30, 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 Company’s financial assets, comprised of equity securities without readily determinable fair value, are adjusted to fair value when observable price changes are identified or due to impairment.

Such fair value measurements are based predominately on Level 3 inputs.

Such fair value measurements are based predominantly on Level 3 inputs.

Other Fair Value Disclosures

2 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 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, by reportable segment, for the three months ended March 31, 2026 are as follows (in thousands):

The changes in carrying amounts of goodwill, by reportable segment, for the six months ended June 30, 2026 are as follows (in thousands):

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

1 unchanged sentence

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

Goodwill acquired (Note 3 )

2,760 — 395 — 3,155

Goodwill impairment — — ( 54,839 ) — ( 54,839 )

Purchase accounting adjustments (1)

1 unchanged sentence

Foreign exchange translation ( 2,390 ) 151 1,251 ( 2,682 ) ( 3,670 )

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

Balance as of June 30, 2026 $ 322,172 $ 80,506 $ 350,968 $ 537,356 $ 1,291,002

(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.

During the three and six months ended June 30, 2026, the Company performed a quantitative fair value test on one reporting unit within the Health & Wellness reportable segment, following a period of declining results and reductions in forecasted revenue and EBITDA in the reporting unit during the second quarter of 2026.

Based on the quantitative fair value test, the carrying value of the reporting unit exceeded its fair value, and the Company recorded an impairment of approximately $ 54.8 million during the three and six months ended June 30, 2026.

The fair value of the reporting unit 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 June 30, 2026 reflects accumulated impairment losses of $ 169.5 million in the Technology & Shopping reportable segment, $ 54.8 million in the Health & Wellness 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 March 31, 2026, intangible assets subject to amortization relate primarily to the following (in thousands):

As of June 30, 2026, intangible assets subject to amortization relate primarily to the following (in thousands):

Cost Accumulated

2 unchanged sentences

Customer relationships 794,498 643,777 150,721

791,728 630,593 161,135

Other purchased intangibles 332,597 302,933 29,664

Total $ 1,462,482 $ 1,168,709 $ 293,773

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of December 31, 2025, intangible assets subject to amortization relate primarily to the following (in thousands):

6 unchanged sentences

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 $ 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

Amortization expense, included in ‘Depreciation and amortization’ in our Condensed Consolidated Statements of Operations, was approximately $ 25.8 million and $ 29.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 49.4 million and $ 57.5 million for the six months ended June 30, 2026 and 2025, respectively.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

4.625 % Senior Notes

12 unchanged sentences

Total long-term debt, less current portion $ 718,703 $ 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.

(1) Includes $ 0.5 million and $ 0.6 million of carrying amount of deferred issuance costs on the 4.625 % Senior Notes as of June 30, 2026 and December 31, 2025, respectively, $ 0.2 million and $ 0.4 million of carrying amount of deferred issuance costs on the 1.75 % Convertible Notes as of June 30, 2026 and December 31, 2025, respectively, and $ 0.4 million and $ 0.5 million of carrying amount of deferred issuance costs on the 3.625 % Convertible Notes as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 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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The 4.625 % Senior Notes mature on October 15, 2030, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”).

If the Company or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 4.625 % Senior Notes were issued (the “Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 4.625 % Senior Notes.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 4.625 % Senior Notes.

The Company may redeem some or all of the 4.625 % Senior Notes at any time on or after October 15, 2025 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.

9 unchanged sentences

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.

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.

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 June 30, 2026.

Cumulatively as of June 30, 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 six months ended June 30, 2026 and June 30, 2025.

1.75 % Convertible Notes

1 unchanged sentence

The Company received proceeds of $ 537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs.

A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing Credit Facility.

A portion of the net proceeds was used to pay off all amounts outstanding under the then-existing Credit Facility.

The 1.75 % Convertible Notes bear interest at a rate of 1.75 % per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020.

2 unchanged sentences

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

As of June 30, 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:

(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;

(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 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;

4 unchanged sentences

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 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.

As of June 30, 2026 and December 31, 2025, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes.

As of June 30, 2026 and December 31, 2025, the 1.75 % Convertible Notes are classified as short-term debt on our Condensed Consolidated Balance Sheets as a result of their nearing maturity.

As of June 30, 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

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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 March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Contractual interest expense $ 653 $ 652 $ 1,305 $ 1,305

1 unchanged sentence

Total interest expense related to 1.75 % Convertible Notes

$ 781 $ 776 $ 1,558 $ 1,553

3.625 % Convertible Notes

11 unchanged sentences

On or after December 1, 2027, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances, at an initial conversion rate of 10 shares of the Company’s common stock per $1,000 principal amount of 3.625 % Convertible Notes.

The Company will settle conversions of the 3.625 % Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election.

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.

The Company will settle conversions of the 3.625 % Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Company’s election.

As of June 30, 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 June 30, 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 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.

5 unchanged sentences

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Coupon interest expense $ 2,385 $ 2,385 $ 4,770 $ 4,770

Amortization of discount and debt issuance costs

332 319 662 636

Total interest expense related to 3.625 % Convertible Notes

4 unchanged sentences

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.

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 that did not occur, 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.

At the Company’s option, amounts borrowed under the Credit Agreement bear interest at either (i) a base rate equal to the greater of (x) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus 0.5 % per annum, (y) the rate of interest per annum most recently announced by the Agent (as defined in the Credit Agreement) as its U.S.

3 unchanged sentences

The Credit Agreement is secured by an associated collateral agreement that provides for a lien on the majority of the Company’s assets and the assets of the guarantors, in each case, subject to customary exceptions.

The Credit Agreement contains financial maintenance covenants, including (i) a maximum total leverage ratio as of the last date of any fiscal quarter not to exceed 4.00 :1.00 for the Company and its restricted subsidiaries and (ii) a minimum interest coverage ratio as of the last date of any fiscal quarter not less than 3.00 :1.00 for the Company and its restricted subsidiaries.

The Credit Agreement also contains restrictive covenants that limit, among other things, the Company’s and its restricted subsidiaries’ ability to incur additional indebtedness, create, incur or assume liens, consolidate, merge, liquidate or dissolve, pay dividends or make other distributions or other restricted payments, make or hold certain investments, enter into certain transactions with affiliates, sell assets other than on terms specified by the Credit Agreement, amend the terms of certain other indebtedness and organizational documents, and change their lines of business and fiscal years, in each case, subject to customary exceptions.

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 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company is in compliance with its debt covenants for the Credit Agreement as of June 30, 2026.

As of June 30, 2026 and December 31, 2025, availability under the Credit Agreement was $ 348.9 million and $ 348.8 million, respectively, net of letters of credit.

Commitments and Contingencies

4 unchanged sentences

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 matters listed below include any matters in which the Company has an indemnification obligation to a party to the litigation.

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.

1 unchanged sentence

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

Ookla, LLC, et al., 25-2-17772-6 SEA , was filed against certain subsidiaries of the Company in the Superior Court of the State of Washington, King County, alleging that subsidiaries of the Company posted certain job openings without disclosing either wage scales or salary ranges in violation of Washington law and seeking statutory damages, interest, attorney’s fees, expenses, and costs of suit, as well as injunctive and other relief.

Ookla, LLC, et al., 25-2-17772-6 SEA , was filed against certain former subsidiaries of the Company in the Superior Court of the State of Washington, King County, alleging that subsidiaries of the Company posted certain job openings without disclosing either wage scales or salary ranges in violation of Washington law and seeking statutory damages, interest, attorney’s fees, expenses, and costs of suit, as well as injunctive and other relief.

On July 23, 2026, the Court entered an order granting a stipulation to stay the case pending a ruling from the Court of Appeals of the State of Washington, in John Milito v.

TikTok Inc., et al., Case No.

On December 17, 2024, a putative class action captioned Dawn Fregosa v.

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The complaint seeks statutory damages, punitive damages, interest, attorney’s fees, expenses, and costs of suit.

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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.

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It is the Company’s policy to expense as incurred legal fees related to various litigations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Non-Income Related Taxes

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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 $ 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 established reserves for these matters of $ 18.4 million and $ 21.6 million as of June 30, 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 on our financial results.

However, as of June 30, 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 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.

The Company’s effective tax rate from continuing operations was ( 1.8 )% and ( 0.8 )% for the three months ended June 30, 2026 and 2025, respectively, and ( 6.6 )% and 22.3 % for the six months ended June 30, 2026 and 2025, respectively.

The Company’s continuing operations effective tax rate for the three and six months ended June 30, 2026 was disproportionately impacted by a goodwill impairment of $ 54.8 million, for which no corresponding tax benefit was recorded since it entirely related to the excess financial statement goodwill with no tax basis.

The effective tax rate was further impacted by discrete tax expenses of 1) $ 1.4 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 effective tax rate for the three and six months ended June 30, 2025 was impacted by the change to its valuation allowance related to U.S.

capital loss carryforwards.

During the three months ended June 30, 2025, the Company reversed a portion of its valuation allowance against its U.S.

capital loss carryforwards which resulted in a discrete tax benefit of $ 3.2 million.

The decrease in the effective tax rate was partially offset by a discrete tax expense of $ 1.9 million for the six months ended June 30, 2025 related to the vesting of share-based compensation resulting in a tax shortfall.

As of June 30, 2026 and December 31, 2025, the Company had $ 6.5 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 June 30, 2026 and December 31, 2025, the Company had $ 19.6 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

The Company’s continuing operations prepaid taxes were $ 0.4 million and $ 26.2 million as of June 30, 2026 and December 31, 2025, respectively.

The Company’s current income tax payable increased from $ 7.3 million as of December 31, 2025 to $ 185.6 million as of June 30, 2026 due to the taxes payable related to the gain on the sale of Connectivity.

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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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 from continuing and discontinued operations during the six months ended June 30, 2026 and 2025 were as follows (in thousands):

Six months ended June 30,

Income taxes paid, net of refunds $ 10,700 $ 39,823

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Stockholders’ Equity

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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.

As a result of the Amended Stock Repurchase Program, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to 15 million shares to up to 25 million shares of the Company’s common stock.

During the three and six months ended June 30, 2026, the Company repurchased 2,627,787 and 3,813,873 shares under the 2020 Program at an aggregate cost of approximately $ 121.8 million and $ 168.6 million (including excise tax).

Cumulatively as of June 30, 2026, 17,330,846 shares were repurchased under the 2020 Program, at an aggregate cost of $ 923.9 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 June 30, 2026 was 7,669,154 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 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.

During the three months ended June 30, 2026 and 2025, the Company purchased and retired 7,135 and 3,655 shares, respectively, at an aggregate cost of $ 0.3 million and $ 0.1 million, respectively, from plan participants for this purpose.

During the six months ended June 30, 2026 and 2025, the Company purchased and retired 164,762 and 106,883 shares, respectively, at an aggregate cost of $ 7.0 million and $ 4.4 million respectively, from plan participants for this purpose.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Share-Based Compensation

The Company’s share-based compensation plans include the Ziff Davis, Inc.

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 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.

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

Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of June 30, 2026, 435,135 shares underlying options and 2,441,427 restricted stock units were outstanding under the Plans.

As of June 30, 2026, there were 1,350,741 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 March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

$ 81 $ 46 $ 133 $ 97

Sales and marketing 1,444 1,062 2,433 1,861

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General, administrative, and other related costs (1)

9,015 8,930 15,844 16,481

Total share-based compensation expense $ 11,520 $ 10,848 $ 20,068 $ 19,930

(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 .

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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.

(1) Includes expense of $ 0.1 million and $ 0.2 million related to liability classified awards issued to non-employees of the Company for the three and six months ended June 30, 2026 .

During the first quarter of 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 and remeasurement of the liability-classified award resulted in $ 1.4 million and $ 3.0 million of incremental share-based compensation expense recorded within ‘Net income from discontinued operations, net of tax’ during the three and six months ended June 30, 2026, respectively.

In addition, the modification resulted in a decrease in ‘Additional-paid-in-capital’ of $ 1.8 million on the Condensed Consolidated Financial Statements during the six months ended June 30, 2026 and a liability of $ 4.8 million is recorded as of June 30, 2026 within ‘Accounts payable and accrued expenses’ on the Condensed Consolidated Balance Sheets.

Restricted Stock and Restricted Stock Units

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.

Compensation expense resulting from restricted stock and restricted stock 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 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 granted 970,961 and 730,803 RSUs (excluding market-based awards discussed below) during the six months ended June 30, 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.

PSAs and PSUs granted prior to 2024 have vesting conditions that are based on specific stock price targets of the Company’s common stock.

PSUs granted in 2024 and 2025 vest in shares of the Company’s stock ranging from 0 % to 200 % of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in a market index over the respective performance periods.

Performance periods for the PSUs granted in 2025 are two and three years .

In each of 2024 and 2025, market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in the market index achieving the relative TSR targets.

PSUs granted in 2024 and thereafter vest in shares of the Company’s stock ranging from 0 % to 200 % of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in a market index over the respective performance periods.

The performance period for the PSUs granted in 2026 is three years .

In each year, market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in the market index achieving the relative TSR targets.

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 2025 was $ 38.80 .

The per share weighted average grant-date fair value of PSUs granted during 2026 and 2025 was $ 70.72 and $ 38.80 , respectively.

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

Three months ended March 31, 2025

Six months ended June 30,

Underlying stock price at valuation date $ 43.68 $ 38.19

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Risk-free interest rate 3.8 % 3.9 %

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

Restricted stock award (“RSA”) and PSA activity for the six months ended June 30, 2026 is set forth below:

Weighted Average

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Vested ( 27,197 ) $ 68.97 — $ —

Nonvested at March 31, 2026

Nonvested at June 30, 2026

— $ — 163,181 $ 36.27

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

RSU and PSU activity for the six months ended June 30, 2026 is set forth below:

Weighted Average Grant Date Fair Value

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( 186,659 ) $ 42.91 ( 177,892 ) $ 56.55

Outstanding at March 31, 2026

Outstanding at June 30, 2026

1,408,376 $ 42.64 1,033,051 $ 58.23

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

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.

As of June 30, 2026, share-based compensation cost of $ 51.3 million is expected to be recognized over a weighted-average period of 2.2 years for RSUs, and share-based compensation cost of $ 26.6 million is expected to be recognized over a weighted-average period of 1.9 years for PSUs.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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 March 31,

Three months ended June 30,

Basic Diluted Basic Diluted

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$ 17.16 $ 17.16 $ 0.63 $ 0.63

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.

Six months ended June 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net income per common share:

Net (loss) income from continuing operations $ ( 52,928 ) $ ( 52,928 ) $ 24,120 $ 24,120

Net income from discontinued operations, net of tax 699,650 699,650 26,462 26,462

Net income 646,722 646,722 50,582 50,582

Net income available to participating securities — — — —

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

Net income available to the Company’s common shareholders $ 646,722 $ 646,722 $ 50,582 $ 50,582

Basic weighted-average outstanding shares of common stock 36,985,872 36,985,872 42,143,165 42,143,165

Dilutive effect of:

Equity incentive plans — — — 113,951

Convertible debt — — — —

Diluted weighted-average outstanding shares of common stock 36,985,872 36,985,872 42,143,165 42,257,116

Net (loss) income per share from continuing operations:

$ ( 1.43 ) $ ( 1.43 ) $ 0.57 $ 0.57

Net income per share from discontinued operations:

$ 18.92 $ 18.92 $ 0.63 $ 0.63

Net income per share:

$ 17.49 $ 17.49 $ 1.20 $ 1.20

For the three months ended June 30, 2026 and 2025, there were 3,039,743 and 1,484,631 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

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

price during the 2026 and 2025 periods, respectively.

For the six months ended June 30, 2026 and 2025, there were 3,039,743 and 851,748 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 June 30, 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.

For the six months ended June 30, 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.

Segment Information

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

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

Following the classification of Connectivity as held-for-sale during the first quarter of 2026 and its subsequent disposition on June 17, 2026, as described in Note 5 - Divestitures , Connectivity is no longer a reportable segment.

Accordingly, beginning in the first quarter of 2026, the Company has four operating segments, each of which constitutes a reportable segment:

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 March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Revenue by reportable segment:

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The descriptions of significant reportable segment expenses shown in the following tables are as follows:

• Salaries, benefits, and other employee expenses include employee compensation expenses for salaries, bonuses, benefits, payroll taxes, commissions, share-based compensation, severance costs, other related employee costs.

• Cloud computing, software, and other related expenses include costs associated with cloud computing, software purchases, web hosting, database hosting, and other computer related costs.

• Advertising and related marketing expenses include advertising relationships with an array of online service providers, marketing expenses, and other audience extension costs.

• Partner payments include expense associated with revenue sharing arrangements, content fees, and royalties.

• Partner payments include expenses associated with revenue sharing arrangements, content fees, and royalties.

• Professional and other third-party services include expenses for outside providers including freelancers, consultants, legal costs, and other professional services.

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

Three months ended March 31, 2026

Three months ended June 30, 2026

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

4 unchanged sentences

Professional and other third-party services 3,988 2,522 2,582 4,937 14,029

Goodwill impairment — — 54,839 — 54,839

Depreciation and amortization 20,500 3,385 13,441 9,372 46,698

3 unchanged sentences

Total operating costs and expenses $ 331,461

Three months ended March 31, 2025

Three months ended June 30, 2025

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

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Total operating costs and expenses $ 281,033

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Six months ended June 30, 2026

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

Salaries, benefits, and other employee expenses $ 65,289 $ 22,354 $ 60,024 $ 37,380 $ 185,047

Cloud computing, software, and other related expenses 11,418 4,105 9,094 22,006 46,623

Advertising and marketing related expenses 20,418 8,069 21,503 8,687 58,677

Partner payments 3,173 15,423 20,892 12,458 51,946

Professional and other third-party services 7,495 4,496 4,526 9,139 25,656

Goodwill impairment — — 54,839 — 54,839

Depreciation and amortization 41,137 6,553 27,286 16,448 91,424

Other 8,750 (1) 9,482 (2) 16,111 (3) 5,279 (4) 39,622

Total segment operating costs and expenses 157,680 70,482 214,275 111,397 553,834

Corporate (5)

Total operating costs and expenses $ 596,170

Six months ended June 30, 2025

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

Salaries, benefits, and other employee expenses $ 69,576 $ 21,974 $ 55,949 $ 34,748 $ 182,247

Cloud computing, software, and other related expenses 13,596 3,968 8,340 20,206 46,110

Advertising and marketing related expenses 24,753 7,309 19,909 9,392 61,363

Partner payments 1,512 14,065 21,884 11,507 48,968

Professional and other third-party services 11,897 2,818 5,294 9,230 29,239

Depreciation and amortization 45,454 5,672 27,299 20,208 98,633

Other 7,585 (1) 8,417 (2) 13,583 (3) 6,814 (4) 36,399

Total segment operating costs and expenses 174,373 64,223 152,258 112,105 502,959

Corporate (5) (6)

Total operating costs and expenses $ 539,380

(1) Other Technology & Shopping operating costs and expenses consist primarily of credit card processing fees, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, contingent consideration changes, and certain allocated overhead expenses.

1 unchanged sentence

(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 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.

(4) Other Cybersecurity & Martech operating costs and expenses consist primarily of credit card processing fees, telecommunication backbone costs, travel and entertainment costs, campaign fulfillment costs, office expenses, bad debt expense, contingent consideration changes, and certain allocated overhead expenses.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

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

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Operating (loss) income by reportable segment:

3 unchanged sentences

Cybersecurity & Martech 13,378 12,235 27,075 23,558

Total segment operating income 23,747 33,096

Total segment operating (loss) income ( 23,202 ) 31,564 545 64,660

Corporate ( 21,521 ) ( 17,794 ) ( 42,336 ) ( 36,421 )

Operating income $ 2,932 $ 14,469

Operating (loss) income $ ( 44,723 ) $ 13,770 $ ( 41,791 ) $ 28,239

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Capital expenditures:

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

Three months ended March 31,

Six months ended June 30,

Non-cash investing activity:

Right-of-use assets acquired in exchange for operating lease obligations $ 5,791 $ —

Sale of equity investments for common stock $ — $ 4,448

Non-cash financing activity:

1 unchanged sentence

Supplemental data (in thousands):

Three months ended March 31,

Six months ended June 30,

Interest paid $ 16,713 $ 17,905

3 unchanged sentences

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 March 31, 2026 (in thousands):

The following table summarizes the changes in accumulated other comprehensive income (loss), net of tax, for the three months ended June 30, 2026 (in thousands):

Foreign Currency Translation

Balance as of April 1, 2026 $ ( 65,384 )

Other comprehensive loss, net of tax

Sale of Connectivity ( 1,227 )

Balance as of June 30, 2026

The following table summarizes the changes in accumulated other comprehensive income (loss), net of tax, for the six months ended June 30, 2026 (in thousands):

Foreign Currency Translation

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

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.

Sale of Connectivity

Balance as of June 30, 2026

There were no reclassifications out of accumulated other comprehensive loss during the three and six months ended June 30, 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