ZIFF DAVIS, INC. 10-Q

Item 1. Financial Statements ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except share and per share data) June 30, 2026 December 31, 2025 ASSETS Cash and cash equivalents $ 1,606,112 $ 573,777 Accounts receivable, net of allowances of $ 6,343 and $ 8,141 , respectively 418,846 623,441 Prepaid expenses and other current assets 59,804 81,964 Current assets - discontinued operations — 91,217 Total current assets 2,084,762 1,370,399 Long-term investments 99,936 93,228 Property and equipment, net of accumulated depreciation of $ 419,396 and $ 382,187 , respectively 171,481 162,130 Intangible assets, net 293,773 338,178 Goodwill 1,291,002 1,346,964 Deferred income taxes 5,444 5,107 Other assets 51,629 24,523 Noncurrent assets - discontinued operations — 322,777 TOTAL ASSETS $ 3,998,027 $ 3,663,306 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 489,554 $ 696,918 Income taxes payable, current 185,637 7,345 Deferred revenue, current 126,974 129,700 Current portion of long-term debt 148,937 148,685 Other current liabilities 12,228 16,089 Current liabilities - discontinued operations — 76,216 Total current liabilities 963,330 1,074,953 Long-term debt 718,703 717,815 Deferred revenue, noncurrent 5,903 6,518 Liability for uncertain tax positions 19,619 19,733 Deferred income taxes 20,773 41,116 Other noncurrent liabilities 32,241 33,055 Noncurrent liabilities - discontinued operations — 16,541 TOTAL LIABILITIES 1,760,569 1,909,731 Commitments and contingencies (Note 9 ) Preferred stock, $ 0.01 par value. Authorized 1,000,000 and none issued — — Preferred stock - Series A, $ 0.01 par value. Authorized 6,000 ; total issued and outstanding zero — — Preferred stock - Series B, $ 0.01 par value. Authorized 20,000 ; total issued and outstanding zero — — Common stock, $ 0.01 par value. Authorized 95,000,000 ; total issued and outstanding 34,962,853 and 38,376,859 shares at June 30, 2026 and December 31, 2025, respectively 350 384 Additional paid-in capital 436,450 472,723 Retained earnings 1,867,704 1,337,542 Accumulated other comprehensive loss ( 67,046 ) ( 57,074 ) TOTAL STOCKHOLDERS’ EQUITY 2,237,458 1,753,575 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,998,027 $ 3,663,306 See Notes to Condensed Consolidated Financial Statements (Unaudited) -3- ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except share and per share data) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Total revenues $ 286,738 $ 294,803 $ 554,379 $ 567,619 Operating costs and expenses: Direct costs 45,711 40,663 90,028 81,064 Sales and marketing 122,172 127,044 237,405 239,455 Research, development, and engineering 14,369 14,197 28,006 28,117 General, administrative, and other related costs 47,496 48,794 94,140 91,957 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 (loss) income ( 44,723 ) 13,770 ( 41,791 ) 28,239 Interest expense, net ( 5,770 ) ( 6,584 ) ( 12,666 ) ( 12,778 ) 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) 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 Net income from discontinued operations, net of tax 676,614 12,035 699,650 26,462 Net income $ 624,461 $ 26,343 $ 646,722 $ 50,582 Net (loss) income per common share from continuing operations: Basic $ ( 1.43 ) $ 0.34 $ ( 1.43 ) $ 0.57 Diluted $ ( 1.43 ) $ 0.34 $ ( 1.43 ) $ 0.57 Net income per common share from discontinued operations: Basic $ 18.60 $ 0.29 $ 18.92 $ 0.63 Diluted $ 18.60 $ 0.29 $ 18.92 $ 0.63 Net income per common share: Basic $ 17.16 $ 0.63 $ 17.49 $ 1.20 Diluted $ 17.16 $ 0.63 $ 17.49 $ 1.20 Weighted average shares outstanding: Basic 36,381,271 41,732,800 36,985,872 42,143,165 Diluted 36,381,271 41,750,114 36,985,872 42,257,116 See Notes to Condensed Consolidated Financial Statements (Unaudited) -4- ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited, in thousands) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Net income $ 624,461 $ 26,343 $ 646,722 $ 50,582 Other comprehensive (loss) income, net of tax: 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 $ 99 and $ 187 for the three and six months ended June 30, 2025, respectively. — 279 — 559 Sale of Connectivity ( 1,227 ) — ( 1,227 ) — Other comprehensive (loss) income, net of tax ( 1,662 ) 19,061 ( 9,972 ) 30,752 Comprehensive income $ 622,799 $ 45,404 $ 636,750 $ 81,334 See Notes to Condensed Consolidated Financial Statements (Unaudited) -5- ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six months ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 646,722 $ 50,582 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 96,656 113,438 Non-cash operating lease costs 3 4,325 Share-based compensation 23,897 21,479 Provision for credit losses on accounts receivable 1,994 1,012 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 Decrease (increase) in: Accounts receivable 204,820 147,417 Prepaid expenses and other current assets ( 2,972 ) ( 523 ) Other assets 3,480 1,900 Increase (decrease) in: Accounts payable and accrued expenses ( 230,206 ) ( 209,583 ) Income taxes payable 204,345 ( 21,482 ) Deferred revenue 7,402 464 Other current liabilities ( 7,870 ) ( 7,320 ) Net cash provided by operating activities 118,916 77,687 Cash flows from investing activities: Purchases of property and equipment ( 68,126 ) ( 55,752 ) 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 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 ) Net cash used in financing activities ( 173,784 ) ( 66,888 ) Effect of exchange rate changes on cash and cash equivalents ( 3,747 ) 12,180 Net change in cash and cash equivalents 999,101 ( 48,621 ) Cash and cash equivalents at beginning of period 607,011 505,880 Cash and cash equivalents at beginning of period associated with discontinued operations 33,234 18,380 Cash and cash equivalents at beginning of period associated with continuing operations 573,777 487,500 Cash and cash equivalents at end of period 1,606,112 457,259 Cash and cash equivalents at end of period associated with discontinued operations — 18,141 Cash and cash equivalents at end of period associated with continuing operations $ 1,606,112 $ 439,118 See Notes to Condensed Consolidated Financial Statements (Unaudited) -6- ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited, in thousands, except share amounts) Three months ended June 30, 2026 Common stock Additional paid-in Retained Accumulated other Total Stockholders’ Shares Amount capital earnings comprehensive loss Equity 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 Total Stockholders’ Shares Amount capital earnings comprehensive loss Equity 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 -7- 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 Total Stockholders’ Shares Amount capital earnings comprehensive loss Equity 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 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, 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. Six months ended June 30, 2025 Common stock Additional paid-in Retained Accumulated other Total Stockholders’ Shares Amount capital earnings comprehensive loss Equity Balance, January 1, 2025 42,848,339 $ 428 $ 491,891 $ 1,401,034 $ ( 82,471 ) $ 1,810,882 Net income — — — 50,582 — 50,582 Other comprehensive income, net of tax expense of $ 187 — — — — 30,752 30,752 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 ) Share-based compensation — — 21,479 — — 21,479 Other, net — — 11 198 — 209 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) -8- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation and Overview The accompanying Condensed Consolidated Financial Statements of Ziff Davis, Inc. and its direct and indirect wholly-owned subsidiaries (“Ziff Davis”, the “Company”, “our”, “us”, or “we”), were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All intercompany accounts and transactions have been eliminated in consolidation. 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. Refer to Note 5 - Divestitures for further details. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. All normal recurring adjustments necessary for a fair presentation of these interim Condensed Consolidated Financial Statements were made. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 and other filings with the SEC. The results of operations for this interim period are not necessarily indicative of the operating results that may be expected for the full year or for any future period. 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, cybersecurity, and martech. 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 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): 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 Accounts receivable, net $ 418,846 $ 623,441 Settlement receivables, net represent amounts due from third parties that are collected by the Company and passed through to our customers, net of a fee earned by the Company, related to services provided in the facilitation of gift card processing and program management. -9- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): 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 Other accrued liabilities 51,606 51,826 Accounts payable and accrued expenses $ 489,554 $ 696,918 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 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”). This update permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. This update is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for financial statements that have not been issued or made available for issuance. The Company adopted this update during the first quarter of 2026. The adoption of this update did not have a material impact on our consolidated financial statements and related disclosures. Recently issued applicable accounting pronouncements not yet adopted In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements . The amendments in this update are intended to enhance clarity and consistency in interim reporting disclosures. The update improves the navigability of interim reporting guidance, provides a comprehensive list of required disclosures, and includes a new disclosure principle for reporting material events occurring after the most recent annual period. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the effect of adoption of this update on our consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This update 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 guidance about “probable-to- -10- ZIFF DAVIS, INC. AND SUBSIDIARIES 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. This update is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adoption of this update on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosure (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses for public business entities. The amendments in this update do not change the expense captions an entity presents on the face of the income statement; rather, they require disaggregation of certain expense captions into specified categories, including but not limited to purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statements - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . This update, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This update will result in the required additional disclosures being included in our consolidated financial statements, once adopted. 2. Revenues The following describes the nature of the Company’s primary types of revenues. Advertising and Performance Marketing Advertising and performance marketing revenues are earned primarily from the delivery of advertising services and from marketing, performance marketing, and production services. Revenues from the delivery of advertising services are earned on websites and applications that are owned and operated by the Company and on those websites and applications that are part of the Company’s advertising network. Revenues are primarily earned by generating traffic to the Company’s websites, apps, and third-party platforms on which brands of the Company have a presence and monetize this traffic. The value provided to the customer is primarily derived from the provision of traffic the Company generates from its specific content within each vertical, as well as data obtained by the website or app traffic. Such revenues are generally recognized over the period in which the products or services are delivered. The Company determines whether revenues should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively. The vast majority of the Company’s advertising and performance marketing revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606. Revenues recognized on a gross basis are generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites, or on unaffiliated advertising networks; and (ii) through the Company’s lead-generation business. The Company records revenues on a net basis with respect to revenues paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party platforms. The Company also records revenues on a net basis with respect to the transfer of functional intellectual property through third-party gaming platforms and with respect to revenues earned from servicing client gift card programs. Subscription and Licensing Revenues from subscriptions are earned through (i) the granting of access to, or delivery of, data products or services to customers; (ii) usage-based fees, and (iii) reselling various third-party solutions, primarily through the Company’s email security line of business. Subscriptions cover video games and related content, health information, data, and other copyrighted material. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Third-party solutions, along with the Company’s proprietary products, allow the Company to offer customers a variety of solutions to better meet the customer’s needs. Subscription revenues are primarily recognized over the contract term. Revenues related to the provision of access to historical data for certain services are recorded at the time of delivery. In instances where usage-based fees are charged, a significant portion of which are paid in advance, the Company defers the portions of monthly, quarterly, semi-annual, and annual fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. Licensing revenues are earned through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise and may include logos, editorial reviews, or other copyrighted material that represent symbolic intellectual property, as defined in ASC 606. Revenues under such license agreements are generally recognized over the contract term. 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. -11- 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. Revenue will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation. • Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer for download and use. • Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as-needed basis and they are available during the term of the support period. The Company determines whether revenues should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively. The vast majority of the subscription and licensing revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606. The Company records revenues on a gross basis with respect to revenues generated from the resale of various third-party solutions, primarily through its email security line of business, because the Company has control of the specified good or service prior to transferring control to the customer. Other 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. The majority of the Company’s other revenues are recognized on a gross basis as the Company primarily acts as a “principal” as defined under ASC 606. The Company records revenues on a net basis with respect to games sold on third-party platforms. -12- 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 June 30, Six months ended June 30, 2026 (1) 2025 (1) 2026 (1) 2025 (1) Technology & Shopping Advertising and performance marketing $ 73,098 $ 78,798 $ 141,461 $ 158,274 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 Gaming & Entertainment Advertising and performance marketing $ 29,167 $ 32,251 $ 54,823 $ 56,622 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 Health & Wellness Advertising and performance marketing $ 79,791 $ 82,537 $ 149,720 $ 151,462 Subscription and licensing 12,802 13,687 26,010 26,815 Other 2,065 3,228 4,878 6,961 Total Health & Wellness revenues $ 94,658 $ 99,452 $ 180,608 $ 185,238 Cybersecurity & Martech Subscription and licensing $ 65,739 $ 68,349 $ 132,768 $ 135,663 Other 2,965 — 5,704 — Total Cybersecurity & Martech revenues $ 68,704 $ 68,349 $ 138,472 $ 135,663 Total Revenues $ 286,738 $ 294,803 $ 554,379 $ 567,619 (1) Amounts presented are net of inter-segment revenues. 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 The Company may be a party to multiple concurrent contracts with the same customers, or a party or parties related to those customers. Some of these situations may require an evaluation to determine if those arrangements should be accounted for as a single contract. The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together. 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 transaction price. The Company’s contracts occasionally contain variable consideration, such as commissions that are recognized in the period of the commissionable event. Payment terms vary by type and location of customers and the services offered. The time between invoicing and when payment is due is generally not significant. Due to the nature of the services provided, there are no obligations for returns. Advertising and performance marketing revenues consist primarily of performance obligations that are satisfied over time, where the customer simultaneously receives and consumes the benefit of the services provided. In certain instances, the Company provides content to its advertising partners and receives a revenue share based on the terms of the agreement. -13- 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. The Company believes that the methods described are a faithful depiction of the transfer of goods and services. 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 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. • Qualified sales leads are delivered. • Visitor “clicks through” an advertisement. Subscription and licensing revenues are earned from (i) subscription services with performance obligations that are satisfied over time; and (ii) licensing arrangements that have standalone functionality with performance obligations satisfied at a point in time, where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services. The Company believes that the methods described are a faithful depiction of the transfer of goods and services. Depending on the individual contracts with the customer, revenues for subscription and licensing services are recognized over the contract period as distinct performance obligations are satisfied, including when: • Voice, email marketing, and search engine optimization as services are delivered. • Consumer privacy services and data backup capabilities are provided. • Security solutions, including email and endpoint, are provided. • 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 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. Other revenues consist primarily of performance obligations that are satisfied at a point in time at which control for goods and services is transferred to a customer. The Company believes that the methods described are a faithful depiction of the transfer of goods and services. Transaction Price Allocation to Future Performance Obligations 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. The amount disclosed does not include revenues related to performance obligations that are part of contracts with original expected durations of twelve months or less or portions of the contracts that remain subject to cancellations. Further, the disclosure does not include contracts for which the transaction price is a variable consideration that corresponds directly with the Company’s performance. 3. Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel. 2026 Acquisitions 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. -14- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 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 $ 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. 4. Investments Investments consist of equity and debt securities. Investment in corporate debt security On April 12, 2022, the Company entered into an agreement with an entity to acquire 4 % convertible notes with an aggregate value of $ 15.0 million. On May 19, 2023, the Company entered into the Note Amendment Agreement (the “Amendment”) with the same entity. The Amendment increased the interest rate on the convertible notes to 6 %, extended the maturity date, and subordinated all existing and future obligations, liabilities, and indebtedness of the entity to the entity’s senior creditor, as defined in the Amendment. 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 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 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 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 On September 25, 2017, the Company entered into a commitment to invest in OCV Fund I, LP (“OCV Fund”). The Company recognizes its equity in the net earnings or losses relating to the investment in OCV Fund on a one-quarter lag due to the timing and availability of financial information from OCV Fund. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline. During the three months ended 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. These equity securities are included within ‘Long-term investments’ in the Condensed Consolidated Balance Sheets. As a limited partner, the Company’s maximum exposure to loss is limited to its proportional ownership in the partnership. In addition, the Company is not required to contribute any further capital. Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of OCV Fund. -15- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 5. Divestitures Discontinued Operations 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. 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. The Company made an accounting policy election not to allocate interest expense to discontinued operations. -16- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 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 Accounts receivable, net of allowances — 43,775 Prepaid expenses and other current assets — 14,208 Total current assets — 91,217 Property and equipment, net — 51,049 Intangible assets, net — 6,034 Goodwill — 260,573 Deferred income taxes, noncurrent — 179 Other assets — 4,942 Total assets $ — $ 413,994 Accounts payable and accrued expenses $ — $ 12,516 Income taxes payable — 2,164 Deferred revenue, current — 60,292 Other current liabilities — 1,244 Total current liabilities — 76,216 Deferred revenue, noncurrent — 12,430 Deferred income taxes, noncurrent — 296 Other long-term liabilities — 3,815 Total liabilities $ — $ 92,757 -17- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The table below details the major classes of line items constituting net income from discontinued operations, net of income taxes (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Total revenues $ 50,790 $ 57,406 $ 110,432 $ 113,226 Operating costs and expenses: Direct costs 7,853 8,311 16,932 15,118 Sales and marketing 10,845 14,554 28,528 29,823 Research, development, and engineering 1,586 2,281 4,481 4,237 General, administrative, and other related costs 12,312 5,276 26,932 9,023 Depreciation and amortization — 7,271 4,905 14,651 Total operating expenses 32,596 37,693 81,778 72,852 Operating income 18,194 19,713 28,654 40,374 Interest expense, net 65 61 117 124 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 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 June 30, Six months ended June 30, 2026 2025 2026 2025 Depreciation and amortization $ — $ 7,271 $ 4,905 $ 14,651 Capital expenditures $ 7,443 $ 7,142 $ 14,398 $ 12,377 Share-based compensation $ 1,464 $ 879 $ 3,829 $ 1,549 Deferred income tax (benefit) expense $ ( 7,397 ) $ 93 $ ( 19,126 ) $ 290 6. Fair Value Measurements The Company complies with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. § Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. § Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. § Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. -18- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Recurring Fair Value Measurements The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The Company has an investment in a corporate debt security that does not have a readily determinable fair value because the acquired security is privately held, not traded on any public exchange and not an investment in a mutual fund or similar investment. The investment is classified as available-for-sale and is initially measured at its transaction price. The fair value of the corporate debt security is determined primarily based on estimates and assumptions, including Level 3 inputs. During the year ended December 31, 2025, the Company determined that the fair value of the Company’s investment in this corporate debt security fell below its amortized cost to zero based on the latest available financial and certain other information related to the issuing entity. Refer to Note 4 — Investments for further information. The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. The valuation approaches used to value Level 3 investments consider unobservable inputs in the market such as time to liquidity, volatility, risk-free rates, dividend yield, and breakpoints. The Company also estimates the fair value of certain contingent consideration arrangements based upon its current expectation of achievement of the targets underlying the contingent consideration. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. 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 June 30, 2026 and December 31, 2025, respectively. 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 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): June 30, 2026 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 1,226,729 $ — $ — $ 1,226,729 $ 1,226,729 Total assets measured at fair value $ 1,226,729 $ — $ — $ 1,226,729 $ 1,226,729 Liabilities: Contingent consideration $ — $ — $ 6,872 $ 6,872 $ 6,872 Total liabilities measured at fair value $ — $ — $ 6,872 $ 6,872 $ 6,872 December 31, 2025 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 86,657 $ — $ — $ 86,657 $ 86,657 Total assets measured at fair value $ 86,657 $ — $ — $ 86,657 $ 86,657 Liabilities: Contingent consideration $ — $ — $ 6,837 $ 6,837 $ 6,837 Total liabilities measured at fair value $ — $ — $ 6,837 $ 6,837 $ 6,837 -19- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 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 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): Six months ended June 30, 2026 2025 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) 124 — ( 2,318 ) 746 Foreign currency translation adjustment ( 89 ) — — — 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 The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use assets, and property, plant and equipment, are adjusted to fair value only when an impairment is recognized. 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 predominantly on Level 3 inputs. Other Fair Value Disclosures The fair value of the Company’s 4.625 % Senior Notes, 3.625 % Convertible Notes, and 1.75 % Convertible Notes (as defined in Note 8 — Debt ) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs. If such information is not available for the 1.75 % Convertible Notes and 3.625 % Convertible Notes, the fair value is determined using cash flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes (in thousands): June 30, 2026 December 31, 2025 Carrying Value Fair Value Carrying Value Fair Value 4.625 % Senior Notes $ 457,870 $ 431,286 $ 457,645 $ 434,736 1.75 % Convertible Notes $ 148,937 $ 147,245 $ 148,685 $ 145,381 3.625 % Convertible Notes $ 260,832 $ 265,778 $ 260,170 $ 256,568 -20- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 7. Goodwill and Intangible Assets Goodwill 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 Balance as of January 1, 2026 $ 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) — ( 171 ) ( 437 ) — ( 608 ) Foreign exchange translation ( 2,390 ) 151 1,251 ( 2,682 ) ( 3,670 ) 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 ). 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 June 30, 2026, intangible assets subject to amortization relate primarily to the following (in thousands): Historical Cost Accumulated Amortization Net Trade names and trademarks $ 335,387 $ 221,999 $ 113,388 Customer relationships 794,498 643,777 150,721 Other purchased intangibles 332,597 302,933 29,664 Total $ 1,462,482 $ 1,168,709 $ 293,773 -21- 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): Historical Cost Accumulated Amortization Net Trade names and trademarks $ 334,209 $ 208,422 $ 125,787 Customer relationships 791,793 617,048 174,745 Other purchased intangibles 332,818 295,172 37,646 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 $ 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. 8. Debt Long-term debt consists of the following (in thousands): June 30, 2026 December 31, 2025 4.625 % Senior Notes $ 460,038 $ 460,038 1.75 % Convertible Notes 149,109 149,109 3.625 % Convertible Notes 263,147 263,147 Total Notes $ 872,294 872,294 Credit Agreement — — Less: Unamortized discount ( 3,564 ) ( 4,283 ) Deferred issuance costs (1) ( 1,090 ) ( 1,511 ) Total long-term debt 867,640 866,500 Less: current portion ( 148,937 ) ( 148,685 ) 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 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 On October 7, 2020, the Company completed the issuance and sale of $ 750.0 million aggregate principal amount of its 4.625 % senior notes due 2030 (the “ 4.625 % Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Company received proceeds of $ 742.7 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The net proceeds were used to redeem all of its then outstanding 6.0 % Senior Notes due in 2025 and the remaining net proceeds were available for general corporate purposes, including acquisitions and the repurchase or redemption of other outstanding indebtedness. These 4.625 % Senior Notes bear interest at a rate of 4.625 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, and payments commenced on April 15, 2021. 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, -22- 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. In addition, at any time prior to October 15, 2025, the Company was permitted to redeem some or all of the 4.625 % Senior Notes at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The discount and deferred issuance costs are being amortized, at an effective interest rate of 4.7 %, to interest expense through the maturity date. The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock or repurchase the Company’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if the Company and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0. In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $ 250 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of 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 On November 15, 2019, the Company issued $ 550.0 million aggregate principal amount of 1.75 % convertible senior notes due November 1, 2026 (the “ 1.75 % Convertible Notes”). 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 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. The 1.75 % Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased. Under certain conditions set forth in the indenture, the 1.75 % Convertible Notes bear additional interest of 0.50 % per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. 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 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 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; or (iii) upon the occurrence of specified corporate events. On or after July 1, 2026, 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. The 1.75 % Convertible Notes can be settled in cash, the Company’s common stock, or a combination of cash and the Company’s common stock, at $ 0.01 par value per share, at the Company’s election. The Company will settle conversions of the 1.75 % 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. 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 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 -23- 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. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 1.75 % Convertible Note indenture), in certain circumstances, the Company will increase the conversion rate for a holder that elects to convert its 1.75 % Convertible Notes in connection with such a corporate event. The Company may not redeem the 1.75 % Convertible Notes prior to November 1, 2026, and no sinking fund is provided for the 1.75 % Convertible Notes. The 1.75 % Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 1.75 % Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. The following table provides the components of interest expense related to the 1.75 % Convertible Notes (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Contractual interest expense $ 653 $ 652 $ 1,305 $ 1,305 Amortization of discount and deferred issuance costs 128 124 253 248 Total interest expense related to 1.75 % Convertible Notes $ 781 $ 776 $ 1,558 $ 1,553 3.625 % Convertible Notes On July 16, 2024, the Company issued $ 263.1 million in aggregate principal amount of 3.625 % Convertible Notes due 2028 (the “ 3.625 % Convertible Notes”) and paid an aggregate of approximately $ 135.0 million in cash in exchange for approximately $ 400.9 million in aggregate principal amount of the Company’s 1.75 % Convertible Notes (collectively, the “Exchange Transaction”) pursuant to separate, privately negotiated exchange agreements with certain holders of the 1.75 % Convertible Notes. The Exchange Transaction was accounted for as a debt modification, and accordingly, no gain or loss was recognized. In connection with the Exchange Transaction, the Company recognized an increase in the fair value of the conversion feature of the 3.625 % Convertible Notes compared to the fair value of the conversion feature of the 1.75 % Convertible Notes of $ 4.0 million, partially offset by an increase to deferred tax liabilities of $ 1.0 million, which is included in ‘Additional paid-in capital’ on the Condensed Consolidated Balance Sheets, and a corresponding reduction to the carrying value of the 3.625 % Convertible Notes. The discount and deferred issuance costs are being amortized to interest expense through the maturity date, at an effective interest rate of 4.2 %. The 3.625 % Convertible Notes bear interest at a rate of 3.625 % per annum on the principal amount thereof, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on March 1, 2025, to the noteholders of record of the 3.625 % Convertible Notes as of the close of business on the immediately preceding August 15 and February 15, respectively. The 3.625 % Convertible Notes will mature on March 1, 2028, unless earlier converted or repurchased. The 3.625 % Convertible Notes can be settled in cash, the Company’s common stock at an initial conversion rate of $ 100 per share, or a combination of cash and the Company’s common stock, at the Company’s election. Holders may surrender their 3.625 % Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding December 1, 2027 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (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 or equal to 130 % of the applicable conversion price of the 3.625 % Convertible Notes on each such applicable trading day; (ii) during the 5 business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 3.625 % 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; or (iii) upon the occurrence of specified corporate events. 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 -24- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Company’s election. 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 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 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 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. The 3.625 % Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 3.625 % Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. The following table provides the components of interest expense related to the 3.625 % Convertible Notes (in thousands): 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 $ 2,717 $ 2,704 $ 5,432 $ 5,406 Credit Agreement On April 7, 2021, the Company entered into a $ 100.0 million Credit Agreement (the “Credit Agreement”). Subject to certain conditions and approvals, the Company had the right, from time to time, to request increases in the commitments under the Credit Agreement in an aggregate amount up to $ 250.0 million, for a total aggregate commitment of up to $ 350.0 million. 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 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. Dollar “Reference Rate” and (z) one month Term SOFR (as defined in the Credit Agreement) plus a credit spread adjustment plus 1.00 % or (ii) a rate per annum equal to Term SOFR plus a credit spread adjustment, in each case, plus an applicable margin. The applicable margin relating to any base rate loan ranges from 0.50 % to 1.25 % and the applicable margin relating to any Term SOFR loan ranges from 1.50 % to 2.25 %, in each case, depending on the total leverage ratio of the Company. The Company is permitted to make voluntary prepayments of the Credit Facility at any time without payment of a premium or penalty. 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. -25- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 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 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. 9. Commitments and Contingencies Commitments In the ordinary course of business, the Company enters into commitments including those related to cloud computing, information technology, security, and information and document management. The Company also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions. Litigation From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. 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. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on the Company’s consolidated financial position, results of operations, or cash flows in a particular period. On June 13, 2025, a putative class action captioned John Milito v. 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. 89079-4-I. On December 17, 2024, a putative class action captioned Dawn Fregosa v. Mashable, Inc., 24CV103566 , was filed against Mashable, Inc., a subsidiary of the Company, in the Superior Court of the State of California for the County of Alameda. The complaint alleges that the Mashable website uses third-party “trackers” in violation of the California Invasion of Privacy Act and seeks statutory damages, interest, attorney’s fees, expenses, and costs of suit. On February 3, 2025, Mashable removed the action to the United States District Court for the Northern District of California, case number 25-cv-01094. On April 10, 2025, the court granted Mashable’s motion to dismiss the first amended complaint with leave to amend. On October 9, 2025, the court denied Mashable’s motion to dismiss the second amended complaint. On February 19, 2026, the Court entered an order granting a stipulation to stay the case pending a ruling from the California Court of Appeal, Second Appellate District, in Variety Media, LLC v. the Superior Court of Los Angeles County , Case No. B350578. On June 18, 2024, a putative class action captioned Joseph Josue v. IGN Entertainment, Inc., 24-cv-11579 , was filed against IGN Entertainment, Inc., a subsidiary of the Company, in United States District Court for the District of Massachusetts. The complaint alleges that IGN disclosed to third parties the titles and URLs of the videos that plaintiff viewed on the IGN website in violation of the Video Privacy Protection Act. 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 -26- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued complaint. On February 27, 2026, the Court entered an order granting a stipulated joint motion to stay the case pending a ruling from the Supreme Court in Salazar v. Paramount Global , No. 25-459. The Company does not believe, based on current knowledge, that any legal proceedings or claims pending against us, after giving effect to any existing accrued liabilities for such legal proceedings or claims, are likely to have a material adverse effect on the Company’s overall consolidated financial position, results of operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on the Company’s consolidated financial position, results of operations, or cash flows in a particular period. Although the Company cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable possibility that a loss may be incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or range of loss or make a statement that such an estimate cannot be made. The Company follows a thorough process in which it seeks to estimate the reasonably possible loss or range of loss, and only if it is unable to make such an estimate does it conclude and disclose that an estimate cannot be made. Due to the uncertainty of the pending litigation discussed above, the Company cannot currently reasonably estimate the amount of any possible loss or range of loss relating to such claims. The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not considered probable by management. It is the Company’s policy to expense as incurred legal fees related to various litigations. Non-Income Related Taxes The Company does not collect and remit sales and use, telecommunication, or similar taxes and fees in certain jurisdictions where the Company believes such taxes are not applicable or legally required. Several states and other taxing jurisdictions have presented or threatened the Company with assessments, alleging that the Company is required to collect and remit such taxes there. The Company is currently under audit or is subject to audit for indirect taxes in various states, municipalities, and foreign jurisdictions. 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 $ 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. 10. Income Taxes 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 ( 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. -27- ZIFF DAVIS, INC. AND SUBSIDIARIES 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 $ 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. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024. The Company currently does not expect the OBBBA to have a material impact on its effective tax rate but expects these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities. Income Taxes Paid 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, 2026 2025 Income taxes paid, net of refunds $ 10,700 $ 39,823 11. Stockholders’ Equity On August 6, 2020, the Company’s Board of Directors (the “Board”) approved a program authorizing the repurchase of up to ten million shares of the Company’s common stock through August 6, 2025 (the “2020 Program”). The Company entered into certain Rule 10b5-1 trading plans to execute repurchases under the 2020 Program. On August 2, 2024, the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029. As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock authorized for repurchase under the 2020 Program increased from up to ten million to up to 15 million shares of the Company’s common stock. 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 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 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. -28- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 12. 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 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 June 30, Six months ended June 30, 2026 2025 2026 2025 Direct costs $ 81 $ 46 $ 133 $ 97 Sales and marketing 1,444 1,062 2,433 1,861 Research, development, and engineering 980 810 1,658 1,491 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 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 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 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 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 2026 and 2025 was $ 70.72 and $ 38.80 , respectively. -29- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows: Six months ended June 30, 2026 2025 Underlying stock price at valuation date $ 43.68 $ 38.19 Expected volatility 49.1 % 34.5 % Risk-free interest rate 3.8 % 3.9 % Restricted stock award (“RSA”) and PSA activity for the six months ended June 30, 2026 is set forth below: RSAs PSAs Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2026 27,197 $ 68.97 163,181 $ 36.27 Granted — $ — — $ — Vested ( 27,197 ) $ 68.97 — $ — Forfeited — $ — — $ — Nonvested at June 30, 2026 — $ — 163,181 $ 36.27 RSU and PSU activity for the six months ended June 30, 2026 is set forth below: RSUs PSUs Number of Shares Weighted Average Grant Date Fair Value Number of Shares (1) Weighted Average Grant Date Fair Value Outstanding at January 1, 2026 1,051,455 $ 47.32 1,015,094 $ 57.74 Granted 970,961 $ 40.84 195,849 $ 70.72 Vested ( 427,381 ) $ 49.92 — $ — Forfeited ( 186,659 ) $ 42.91 ( 177,892 ) $ 56.55 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 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. -30- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 13. 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 June 30, 2026 2025 Basic Diluted Basic Diluted Numerator for basic and diluted net income per common share: Net (loss) income from continuing operations $ ( 52,153 ) $ ( 52,153 ) $ 14,308 $ 14,308 Net income from discontinued operations, net of tax 676,614 676,614 12,035 12,035 Net income 624,461 624,461 26,343 26,343 Plus: Convertible Notes interest expense (after tax) — — — — Net income available to the Company’s common shareholders $ 624,461 $ 624,461 $ 26,343 $ 26,343 Denominator: Basic weighted-average outstanding shares of common stock 36,381,271 36,381,271 41,732,800 41,732,800 Dilutive effect of: Equity incentive plans — — — 17,314 Convertible debt — — — — Diluted weighted-average outstanding shares of common stock 36,381,271 36,381,271 41,732,800 41,750,114 Net (loss) income per share from continuing operations: $ ( 1.43 ) $ ( 1.43 ) $ 0.34 $ 0.34 Net income per share from discontinued operations: $ 18.60 $ 18.60 $ 0.29 $ 0.29 Net income per share: $ 17.16 $ 17.16 $ 0.63 $ 0.63 Six months ended June 30, 2026 2025 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 Less: Net income available to participating securities — — — — Plus: Convertible Notes interest expense (after tax) — — — — Net income available to the Company’s common shareholders $ 646,722 $ 646,722 $ 50,582 $ 50,582 Denominator: 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 -31- ZIFF DAVIS, INC. AND SUBSIDIARIES 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. 14. Segment Information The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”). 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. 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. The CODM does not use Balance Sheet information in connection with operating and investment decisions and as such that information is not presented. The CODM does use capital expenditures by reportable segment in connection with operating and investment decisions. Information on reportable segments revenues is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue by reportable segment: Technology & Shopping $ 76,757 $ 80,776 $ 147,916 $ 162,466 Gaming & Entertainment 46,619 46,226 87,383 84,252 Health & Wellness 94,658 99,452 180,608 185,238 Cybersecurity & Martech 68,704 68,349 138,472 135,663 Total segment revenues 286,738 294,803 554,379 567,619 Corporate — — — — Total revenues $ 286,738 $ 294,803 $ 554,379 $ 567,619 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, and 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 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. -32- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Significant reportable segment expenses are set forth in the tables below (in thousands): Three months ended June 30, 2026 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Total operating costs and expenses Salaries, benefits, and other employee expenses $ 33,291 $ 10,971 $ 30,058 $ 19,293 $ 93,613 Cloud computing, software, and other related expenses 5,927 1,881 4,543 11,007 23,358 Advertising and marketing related expenses 10,566 5,958 11,047 4,374 31,945 Partner payments 1,403 7,713 11,237 6,158 26,511 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 Other 4,388 (1) 5,172 (2) 9,202 (3) 185 (4) 18,947 Total segment operating costs and expenses 80,063 37,602 136,949 55,326 309,940 Corporate (5) 21,521 Total operating costs and expenses $ 331,461 Three months ended June 30, 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Total operating costs and expenses Salaries, benefits, and other employee expenses $ 35,627 $ 11,360 $ 30,308 $ 17,532 $ 94,827 Cloud computing, software, and other related expenses 6,793 1,931 4,328 10,021 23,073 Advertising and marketing related expenses 12,445 5,241 10,890 4,619 33,195 Partner payments 568 7,326 12,005 5,782 25,681 Professional and other third-party services 6,199 1,729 3,220 4,742 15,890 Depreciation and amortization 23,049 3,054 14,371 9,821 50,295 Other 4,039 (1) 4,330 (2) 8,312 (3) 3,597 (4) 20,278 Total segment operating costs and expenses 88,720 34,971 83,434 56,114 263,239 Corporate (5) (6) 17,794 Total operating costs and expenses $ 281,033 -33- ZIFF DAVIS, INC. AND SUBSIDIARIES 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) 42,336 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) 36,421 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. (2) Other Gaming & Entertainment operating costs and expenses consist primarily of credit card processing fees, inventory-related costs, campaign fulfillment costs, travel and entertainment costs, office expenses, bad debt expense, contingent consideration changes, and certain allocated overhead expenses. (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, campaign fulfillment costs, office expenses, bad debt expense, contingent consideration changes, and certain allocated overhead expenses. -34- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued (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. Information on operating income is set forth in the table below (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Operating (loss) income by reportable segment: Technology & Shopping $ ( 3,306 ) $ ( 7,944 ) $ ( 9,764 ) $ ( 11,907 ) Gaming & Entertainment 9,017 11,255 16,901 20,029 Health & Wellness ( 42,291 ) 16,018 ( 33,667 ) 32,980 Cybersecurity & Martech 13,378 12,235 27,075 23,558 Total segment operating (loss) income ( 23,202 ) 31,564 545 64,660 Corporate ( 21,521 ) ( 17,794 ) ( 42,336 ) ( 36,421 ) 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 June 30, Six months ended June 30, 2026 2025 2026 2025 Capital expenditures: Technology & Shopping $ 5,642 $ 3,994 $ 10,178 $ 7,600 Gaming & Entertainment 1,839 2,667 5,228 4,404 Health & Wellness 10,471 10,347 21,413 19,723 Cybersecurity & Martech 6,977 5,735 14,087 11,220 Total from reportable segments 24,929 22,743 50,906 42,947 Corporate 2,627 248 2,822 428 Total capital expenditures $ 27,556 $ 22,991 $ 53,728 $ 43,375 15. Supplemental Cash Flow Information Non-cash investing and financing activities were as follows (in thousands): Six months ended June 30, 2026 2025 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: Excise tax on share repurchases $ 1,669 $ 431 Supplemental data (in thousands): Six months ended June 30, 2026 2025 Interest paid $ 16,713 $ 17,905 -35- ZIFF DAVIS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 16. Accumulated Other Comprehensive Loss 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 ( 435 ) Sale of Connectivity ( 1,227 ) Balance as of June 30, 2026 $ ( 67,046 ) 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 ( 8,745 ) Sale of Connectivity ( 1,227 ) Balance as of June 30, 2026 $ ( 67,046 ) There were no reclassifications out of accumulated other comprehensive loss during the three and six months ended June 30, 2026. -36-