Financial Analysis

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 Company does not believe, based on current knowledge, that any such legal proceedings or claims pending against us, including any set forth below, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Companys 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 Companys consolidated financial position, results of operations, or cas …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt Long-term debt consists of the following (in thousands): December 31, 2025 2024 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 (4,283) (5,676) Deferred issuance costs (1) (1,511) (2,336) Total long-term debt $ 866,500 $ 864,282 Less: current portion (148,685) Total long-term debt, less current portion $ 717,815 $ 864,282 (1) Includes $0.6 million and $0.7 million of carrying amount of deferred issuance costs on the 4.625% Senior Notes as of December 31, 2025 and December 31, 2024, respectively, $0.4 million and $0.9 million of carrying amount of deferred issuance costs on the 1.75% Convertible Notes as of December 31, 2025 and December 31, 2024, respectively, and $0.5 million and $0.7 million of carrying amount of deferred issuance costs on the 3.625% Convertible Notes as of December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, future principal and interest payments for debt are as follows (in thousands): Principal Interest 2026 $ 149,109 $ 33,426 2027 30,816 2028 263,147 26,047 2029 21,277 2030 460,038 21,276 Thereafter Total $ 872,294 $ 132,842 Interest expense was $37.6 million, $35.3 million, and $41.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. 4.625% Senior Notes On October 7, 2020, the Company completed the issuance and sale of $750.0 million aggregate principal amo …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Revenues from external customers classified by revenue source are as follows (in thousands). Years ended December 31, Technology & Shopping 2025 (1) 2024 (1) 2023 (1) Advertising and performance marketing $ 350,985 $ 345,655 $ 310,733 Subscription and licensing 10,438 7,158 8,256 Other (4,827) 9,069 11,568 Total Technology & Shopping revenues $ 356,596 $ 361,882 $ 330,557 Gaming & Entertainment Advertising and performance marketing $ 124,212 $ 120,788 $ 114,074 Subscription and licensing 59,323 59,468 54,747 Other 23 20 Total Gaming & Entertainment revenues $ 183,558 $ 180,276 $ 168,821 Health & Wellness Advertising and performance marketing $ 335,746 $ 299,474 $ 309,182 Subscription and licensing 53,727 49,538 41,185 Other 12,880 13,396 11,556 Total Health & Wellness revenues $ 402,353 $ 362,408 $ 361,923 Connectivity Advertising and performance marketing $ 12,642 $ 11,926 $ 13,112 Subscription and licensing 202,065 185,994 179,286 Other 16,026 15,700 19,120 Total Connectivity revenues $ 230,733 $ 213,620 $ 211,518 Cybersecurity & Martech Subscription and licensing $ 273,115 $ 283,502 $ 291,209 Other 4,913 Total Cybersecurity & Martech revenues $ 278,028 $ 283,502 $ 291,209 Total Revenues $ 1,451,268 $ 1,401,688 $ 1,364,028 (1) Amounts presented are net of inter-segment revenues. …

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Share-Based Compensation The Companys share-based compensation plans include the Ziff Davis, Inc. 2024 Equity Incentive Plan (the 2024 Plan), the 2015 Stock Option Plan (the 2015 Plan), and 2001 Employee Stock Purchase Plan (the Purchase Plan). Each plan is described below. On May 7, 2024, the 2024 Plan was approved by the stockholders of the Company and replaced the 2015 Stock Option Plan. The 2024 Plan permits the Company to issue shares of common stock to or for the benefit of employees, consultants, and non-employee directors of the Company and its subsidiaries as part of their compensation. The 2024 Plan provides for the grant of stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards, and other incentive awards. Shares authorized but unissued under the 2015 Plan that were not subject to outstanding awards under the 2015 Plan as of May 7, 2024 were canceled. The total number of shares of the Companys common stock that may be issued under the 2024 Plan shall not exceed 3,500,000 shares, plus any Returned Shares, as defined in the 2024 Plan, under the 2015 Plan, and any shares under the 2024 Plan that are subsequently forfeited, canceled, reacquired by the Company, satisfied or are otherwise terminated (other than by exercise) or used to pay tax withholding obligations with respect to outstanding awards issued under the 2024 Plan. The 2024 Plan will expire on March 21, 2034, unless earlier terminated by the Board. Awards …

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Fair Value Measurements The Company complies with the provisions of 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 meas …

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Goodwill and Intangible Assets Goodwill The changes in carrying amounts of goodwill for the years ended December 31, 2025 and 2024 are as follows (in thousands): Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Consolidated Balance as of January 1, 2024 $ 293,652 $ 61,485 $ 403,257 $ 258,486 $ 529,185 $ 1,546,065 Goodwill acquired (Note 4 ) 117,855 6,811 4,532 129,190 Goodwill removed due to sale of businesses (1) (3,983) (3,983) Goodwill impairment (85,273) (85,273) Foreign exchange translation (194) 5 (201) (1,544) (3,815) (5,741) Balance as of December 31, 2024 $ 322,057 $ 68,301 $ 403,056 $ 256,942 $ 529,902 $ 1,580,258 Goodwill acquired (Note 4 ) 11,552 508 401 18,160 30,621 Purchase accounting adjustments (2) (291) 48 123 (120) Goodwill impairment (17,579) (17,579) Foreign exchange translation 36 625 1,034 3,230 9,432 14,357 Balance as of December 31, 2025 $ 321,802 $ 80,526 $ 404,598 $ 260,573 $ 540,038 $ 1,607,537 (1) During the year ended December 31, 2024, in a cash transaction, the Company sold an international business at the Technology & Shopping reportable segment, which resulted in $4.0 million of goodwill being removed in connection with this sale. (2) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 Acquisitions and Dispositions ). During the year ended December 31, 2025, on its annual assessment …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The income tax (expense) benefit consisted of the following (in thousands): Years ended December 31, 2025 2024 2023 Current: Federal $ 736 $ (33,333) $ (29,040) State (3,407) (8,625) (8,179) Foreign (18,815) (18,234) (16,940) Total current (21,486) (60,192) (54,159) Deferred: Federal (5,003) 14,684 20,817 State 2,550 2,144 7,177 Foreign (1,508) 1,994 2,023 Total deferred (3,961) 18,822 30,017 Income tax expense $ (25,447) $ (41,370) $ (24,142) Income before income taxes for the years ended December 31, 2025, 2024, and 2023, respectively is as follows (in thousands): Years ended December 31, 2025 2024 2023 Income from domestic operations $ 20,888 $ 25,117 $ 25,762 Income from foreign operations 59,859 68,077 49,212 Income before income tax $ 80,747 $ 93,194 $ 74,974 A reconciliation of the statutory federal income tax rate with the Companys effective income tax rate for the year ended December 31, 2025 is as follows (amounts in thousands): Year ended December 31, 2025 Amount Percentage Income before income tax expense $ 80,747 U.S. Federal statutory rate 16,986 21.0 % State and local income taxes, net of federal tax effect (1) 864 1.1 % Foreign tax effect Canada Provincial taxes 1,269 1.6 % Changes in valuation allowances 3,292 4.1 % Goodwill impairment 885 1.1 % Other 425 0.5 % Finland Return to Provision adjustments (1,162) (1.5) % Other (245) (0.3) % United Kingdom 1,773 2.2 % Other foreign jurisdiction 4,237 5.2 % Effect of cross-border tax laws Global intangi …

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Leases The Company leases certain facilities and equipment under non-cancelable operating leases which expire at various dates through 2031. Office and equipment leases are typically for terms of one to five years and generally provide renewal options. Some of the Companys leases include options to terminate within one year. During the year ended December 31, 2025, 2024, and 2023, the Company recorded impairments of $1.3 million, $0.9 million, and $2.2 million, respectively on its operating lease right of use assets within various reportable segments primarily related to exiting certain lease space as the Company regularly evaluates its office space requirements in light of more of its workforce working from home as part of a remote or partial remote work model. The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC 360. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represent Level 3 unobservable inputs. The impairments are presented in General, administrative, and other related costs on the Consolidated Statements of Operations. In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site …

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Recent Accounting Pronouncements Recently issued applicable accounting pronouncements adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold of equal to or greater than 5% of the amount computed by multiplying pretax income by statutory income tax rate. The amendments also require that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid. The amendments eliminate some of the previously required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within twelve months. The amendments in this update are effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. We adopted this update for the annual period ended December 31, 2025 and the amendments have been applied prospectively. Recently issued applicable accounting pronouncements not yet adopted In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Na …

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Related Party Transactions OCV Fund OCV Fund is considered a related party because it is an investment that is accounted for by the equity method. On September 25, 2017, the Company entered into a commitment to invest $200.0 million (approximately 76.6% of equity) in the OCV Fund. The primary purpose of the OCV Fund is to provide a limited number of select investors with the opportunity to realize long-term appreciation from public and private companies, with a particular focus on the technology and life science industries. The general activities of the OCV Fund is to buy, sell, hold, and otherwise invest in securities of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures, and evidence of indebtedness; to exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to securities held or owned by the OCV Fund; to enter into, make and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing. Subject to the terms and conditions of the Funds limited partnership agreement, once the Company has received distributions equal to its invested capital, the OCV Funds general partner would be entitled to a carried interest equal to 20%. The OCV Fund has a six year investment period, during which any incremental investments can be made, subject to certain exception …

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Revenues The following describes the nature of the Companys 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 Companys advertising network. Revenues are primarily earned by generating traffic to the Companys 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 Companys advertising and performance marketing revenues are recognized on a gross basis as the Company primarily acts as a principal as defined under ASC Topic 606, Revenue from Contracts with Customer (ASC 606). Revenues recognized on a gross basis are gener …

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Segment Information The Companys businesses are based on the organizational structure used by the Chief Executive Officer of the Company, who acts as the chief operating decision maker (CODM). The Company has five operating segments which are its five reportable segments as follows: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. The Technology & Shopping reportable segment primarily generates revenues from advertising on publishing platforms and commerce sites and through publishing of specialized technology-based content and provision of authoritative content relating to products, services, shopping and savings. The Gaming & Entertainment reportable segment generates revenue by providing authoritative content relating to video games and entertainment and includes a video game and entertainment website focusing on games (including game help), films, anime, television, comics, technology, and other media. It also generates revenues through subscriptions to and storefront sales of video games, ebooks, and software, as well as through related advertising. The Health & Wellness reportable segment generates revenues from a collection of interactive tools and mobile applications that are designed to enable consumers to manage a broad array of health and wellness needs on a daily basis, including medical conditions, pregnancy, diet, and fitness, and from a collection of education …

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Stockholders Equity On August 6, 2020, the Companys Board of Directors (the Board) approved a program authorizing the repurchase of up to ten million shares of the Companys 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 Companys 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 Companys common stock authorized for repurchase under the 2020 Program increased from up to ten million to up to 15 million shares of the Companys common stock. During the years ended December 31, 2025, 2024, and 2023, the Company repurchased 4,758,281, 3,500,000, and 1,585,846 shares, respectively, under the 2020 Program, at an aggregate cost of $171.7 million, $181.8 million, and $104.9 million, respectively (including excise tax). Cumulatively as of December 31, 2025, 13,516,973 shares were repurchased under the 2020 Program, at an aggregate cost of $755.3 million (including excise tax). As a result of the repurchases, the number of shares of the Companys common stock available for purchase as of December 31, 2025 was 1,483,027 shares …

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Subsequent Event On February 22, 2026, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional ten million shares of the Companys 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 Companys common stock under 2020 Program increases from up to 15 million shares to up to 25 million of the Companys common stock, with 10,741,308 shares remaining under the Amended Stock Repurchase Program as of February 22, 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing