Form 8-K

8-K — ZIFF DAVIS, INC.

Accession: 0001084048-26-000024

Filed: 2026-05-08

Period: 2026-05-06

CIK: 0001084048

SIC: 4822 (TELEGRAPH & OTHER MESSAGE COMMUNICATIONS)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — zd-20260506.htm (Primary)

EX-99.1 (zd20260331pressrelease.htm)

EX-99.2 (zd20260331earningspresen.htm)

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8-K

8-K (Primary)

Filename: zd-20260506.htm · Sequence: 1

zd-20260506

0001084048false00010840482026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) May 6, 2026

Ziff Davis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25965

47-1053457

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

360 Park Ave S., 17th Floor

New York, New York 10010

(Address of principal executive offices)

(212) 503-3500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value ZD Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the first quarter ended March 31, 2026.

A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On May 6, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format.

(b) Below are the voting results for the matters submitted to the Company’s stockholders for a vote at the Annual Meeting:

(1) The election of the following eight director nominees to serve for the ensuing year and until their successors are elected and qualified. All nominees were elected as directors with the following vote:

Nominee For Against Abstain Broker Non-Votes

Vivek Shah 29,349,467 777,654 27,779 4,416,923

Sarah Fay 29,288,694 838,615 27,591 4,416,923

Jana Barsten 29,340,824 786,146 27,930 4,416,923

Trace Harris 29,060,071 1,065,335 29,494 4,416,923

William Brian Kretzmer 27,219,399 2,905,049 30,452 4,416,923

Kirk McDonald 27,235,269 2,892,148 27,483 4,416,923

Neville Ray 29,104,033 1,022,642 28,225 4,416,923

Scott C. Taylor 27,386,007 2,738,534 30,359 4,416,923

(2) A proposal to ratify the appointment of KPMG LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2026. This proposal was approved with the following vote:

For 33,773,584

Against 798,651

Abstain 48,474

Broker Non-Votes

N/A

(3) A proposal to approve, in an advisory vote, the compensation of the named executive officers. This proposal was approved with the following vote:

For 26,434,660

Against 3,683,923

Abstain 36,317

Broker Non-Votes 4,416,923

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, at 8:30 a.m. Eastern Time, the Company will host its first quarter 2026 earnings conference call and webcast. Via the webcast, the Company will present portions of its May 2026 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter ended March 31, 2026 and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.

NOTE: The information in Item 2.02 and Item 7.01 and the accompanying exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press Release dated May 7, 2026

99.2

May 2026 Investor Presentation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of May 7, 2026. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control and are described in our most recent Annual Report on Form 10-K filed by us with the Securities and Exchange Commission (the “SEC”) and the other reports we file from time to time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ziff Davis, Inc.

(Registrant)

Date: May 7, 2026 By: /s/ Jeremy Rossen

Jeremy Rossen

Executive Vice President, General Counsel and Secretary

EX-99.1

Filename: zd20260331pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Ziff Davis Reports First Quarter 2026 Financial Results

NEW YORK, NY -- May 7, 2026 -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the first quarter ended March 31, 2026.

“We remain focused on unlocking value for our shareholders as we look to complete the divestiture of the Connectivity business as well as explore additional value-creating transactions,” said Vivek Shah, CEO of Ziff Davis. “Our first quarter results demonstrate the strength of many of our businesses while we manage through the headwinds challenging other parts of our portfolio.”

FIRST QUARTER 2026 RESULTS

During the first quarter of 2026, the Company entered into a definitive agreement to sell its Connectivity business. The results of the Connectivity business are classified as discontinued operations for all periods presented in this press release. Unless otherwise noted, all amounts, percentages, and any discussion in this press release reflect the results from continuing operations, except for the Statements of Cash Flows and Free cash flow, which are presented on a combined continuing and discontinued operations basis. Furthermore, upon the classification of Connectivity as discontinued operation, the Company determined that Connectivity is no longer a reportable segment. The Company will continue to own and operate the Connectivity business in the ordinary course until the closing of the transaction.

•Revenues (1) decreased to $267.6 million compared to $272.8 million for Q1 2025.

•Operating income decreased to $2.9 million compared to $14.5 million for Q1 2025.

•Net (loss) income from continuing operations (2) decreased to $(0.8) million compared to $9.8 million for Q1 2025.

•Net (loss) income per diluted share from continuing operations (2) decreased to $(0.02) compared to $0.23 for Q1 2025.

•Adjusted EBITDA (3) decreased to $63.4 million compared to $71.4 million for Q1 2025.

•Adjusted net income (2) (3) decreased to $27.5 million compared to $33.0 million for Q1 2025.

•Adjusted net income per diluted share (2) (3) (or “Adjusted diluted EPS”) decreased to $0.73 compared to $0.77 for Q1 2025.

•Net cash provided by operating activities from continuing and discontinued operations increased 45.3% to $30.0 million compared to $20.6 million in Q1 2025. Free cash flow from continuing and discontinued operations (3) increased 36.6% to $(3.2) million compared to $(5.0) million in Q1 2025.

•Ziff Davis deployed approximately $51.6 million related to share repurchases in Q1 2026.

The following table reflects results from continuing operations, except for Net cash provided by operating activities and Free cash flow which are on combined basis of continuing and discontinued operations, for the three months ended March 31, 2026 and 2025, respectively (in millions, except per share amounts).

(Unaudited)

Three months ended March 31, % Change

2026 2025

Revenues (1)

Technology & Shopping $71.1 $81.7 (12.9)%

Gaming & Entertainment $40.8 $38.0 7.2%

Health & Wellness $85.9 $85.8 0.2%

Cybersecurity & Martech $69.8 $67.3 3.6%

Total revenues (1)

$267.6 $272.8 (1.9)%

Operating income

$2.9 $14.5 (79.7)%

Operating income margin 1.1% 5.3% (4.2)%

Net (loss) income from continuing operations (2)

$(0.8) $9.8 (107.9)%

Net (loss) income per diluted share from continuing operations (2)

$(0.02) $0.23 (108.7)%

Adjusted EBITDA (3)

$63.4 $71.4 (11.2)%

Adjusted EBITDA margin (3)

23.7% 26.2% (2.5)%

Adjusted net income (2)(3)

$27.5 $33.0 (16.5)%

Adjusted diluted EPS (2)(3)

$0.73 $0.77 (5.2)%

Net cash provided by operating activities from continuing and discontinued operations

$30.0 $20.6 45.3%

Free cash flow from continuing and discontinued operations (3)

$(3.2) $(5.0) 36.6%

Notes:

(1) The revenues associated with each of the reportable segments may have been rounded when presented independently so they foot precisely to Total Revenues.

(2)

GAAP effective tax rates were approximately (80.5)% and 53.2% for the three months ended March 31, 2026 and 2025, respectively. Adjusted effective tax rates were approximately 23.9% and 23.5% for the three months ended March 31, 2026 and 2025, respectively.

(3) For definitions of non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures refer to section “Non-GAAP Financial Measures” further in this release.

ZIFF DAVIS GUIDANCE

As noted in the Company’s Third Quarter 2025 earnings release, Ziff Davis has engaged outside advisors to assist in evaluating value-creating opportunities, including the recently announced sale of its Connectivity business. As this process is ongoing, the Company is deferring its fiscal 2026 guidance.

EARNINGS CONFERENCE CALL AND AUDIO WEBCAST

Ziff Davis will host a live audio webcast and conference call discussing its first quarter 2026 financial results on Friday, May 8, 2026, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com.

ABOUT ZIFF DAVIS

Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and martech. For more information, visit www.ziffdavis.com.

CONTACT:

Investor Relations

Ziff Davis, Inc.

investor@ziffdavis.com

Corporate Communications

Ziff Davis, Inc.

press@ziffdavis.com

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those contained in Vivek Shah’s quote and the “Ziff Davis Guidance” section. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions or divestitures; the Company’s ability to complete the proposed divestiture of its Connectivity business on anticipated terms and timing, or at all; the Company’s ability to realize the anticipated benefits from the divestiture of the Connectivity business; customer growth and retention; the Company’s ability to create compelling content; our reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology; the risk of alleged infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, increased tariffs and trade protection measures, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities; and the numerous other factors set forth in the Company’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting the Company, refer to our most recent Annual Report on Form 10-K and the other reports filed by the Company from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Vivek Shah’s quote and the “Ziff Davis Guidance” section are based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

March 31, 2026 December 31, 2025

ASSETS

Cash and cash equivalents $ 519,718 $ 573,777

Accounts receivable, net of allowances of $6,633 and $8,141, respectively

397,456 623,441

Prepaid expenses and other current assets 83,101 81,964

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

Total current assets 1,435,498 1,370,399

Long-term investments 100,075 93,228

Property and equipment, net of accumulated depreciation of $399,945 and $382,187, respectively

166,924 162,130

Intangible assets, net 314,134 338,178

Goodwill 1,343,817 1,346,964

Deferred income taxes 5,419 5,107

Other assets 28,418 24,523

Noncurrent assets - held for sale — 322,777

TOTAL ASSETS $ 3,394,285 $ 3,663,306

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses $ 450,266 $ 696,918

Income taxes payable, current 2,706 7,345

Deferred revenue, current 132,048 129,700

Current portion of long-term debt 148,810 148,685

Other current liabilities 15,521 16,089

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

Total current liabilities 863,716 1,074,953

Long-term debt 718,257 717,815

Deferred revenue, noncurrent 6,105 6,518

Liability for uncertain tax positions 20,150 19,733

Deferred income taxes 30,157 41,116

Other noncurrent liabilities 34,392 33,055

Noncurrent liabilities - held for sale — 16,541

TOTAL LIABILITIES 1,672,777 1,909,731

Common stock 374 384

Additional paid-in capital 454,325 472,723

Retained earnings 1,332,193 1,337,542

Accumulated other comprehensive loss (65,384) (57,074)

TOTAL STOCKHOLDERS’ EQUITY 1,721,508 1,753,575

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,394,285 $ 3,663,306

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

Three months ended March 31,

2026 2025

Total revenues $ 267,641 $ 272,816

Operating costs and expenses:

Direct costs 44,317 40,401

Sales and marketing 115,233 112,411

Research, development, and engineering 13,637 13,920

General, administrative, and other related costs 46,644 43,163

Depreciation and amortization 44,878 48,452

Total operating costs and expenses 264,709 258,347

Operating income 2,932 14,469

Interest expense, net (6,896) (6,194)

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

(Loss) income from continuing operations before income tax expense and income from equity method investment (3,276) 6,800

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

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

Net (loss) income from continuing operations (775) 9,812

Net income from discontinued operations, net of tax 23,036 14,427

Net income $ 22,261 $ 24,239

Net (loss) income per common share from continuing operations:

Basic $ (0.02) $ 0.23

Diluted $ (0.02) $ 0.23

Net income per common share from discontinued operations:

Basic $ 0.61 $ 0.34

Diluted $ 0.61 $ 0.34

Net income per common share:

Basic $ 0.59 $ 0.57

Diluted $ 0.59 $ 0.57

Weighted average shares outstanding:

Basic 37,597,190 42,558,090

Diluted 37,597,190 42,768,678

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

Three months ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 22,261 $ 24,239

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 49,783 55,832

Non-cash operating lease costs 2,037 2,034

Share-based compensation 10,913 9,752

Provision for credit losses on accounts receivable 1,129 160

Deferred income taxes, net (12,323) 548

Changes in fair value of contingent consideration 124 (1,803)

Income from equity method investments, net of tax (5,138) (6,630)

Other 1,129 912

Decrease (increase) in:

Accounts receivable 195,297 143,721

Prepaid expenses and other current assets (3,826) (17,709)

Other assets (1,813) 7,252

Increase (decrease) in:

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

Deferred revenue 22,894 18,493

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

Net cash provided by operating activities 29,953 20,613

Cash flows from investing activities:

Purchases of property and equipment (33,127) (25,619)

Acquisitions, net of cash received — (39,198)

Other (80) (12)

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

Cash flows from financing activities:

Repurchase of common stock (51,594) (34,900)

Other (1,901) (106)

Net cash used in financing activities (53,495) (35,006)

Effect of exchange rate changes on cash and cash equivalents (4,446) 4,349

Net change in cash and cash equivalents (61,195) (74,873)

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 545,816 431,007

Cash and cash equivalents at end of period associated with discontinued operations 26,098 19,090

Cash and cash equivalents at end of period associated with continuing operations $ 519,718 $ 411,917

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss), Adjusted net income (loss) per diluted share, Free cash flow from continuing and discontinued operations, and Adjusted effective tax rate (collectively the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use these non-GAAP financial measures for financial and operational decision making and as means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business.

These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company’s financial statements.

Adjusted EBITDA is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain items including, but not limited to:

•Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from the interest earned on cash, cash equivalents, and investments;

•(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this (gain) loss does not represent recurring core business operating results of the Company;

•(Gain) loss on sale of businesses. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;

•(Gain) loss on investments, net. This item includes realized gains and losses, unrealized gains and losses, and impairment charges on debt and equity investments. The amount of gain or loss depends on the share price for investments with readily determinable fair value and on observable price changes for investments without a readily determinable fair value, and does not represent core business operating results of the Company;

•Provision for credit losses on investments. This is a non-cash expense that includes changes in the provision for credit losses on investments of the Company in debt and equity instruments and does not represent recurring core business operating results of the Company;

•Other (income) loss, net. This income or expense relates to other non-operating items and does not represent recurring core business operating results of the Company;

•Income tax (benefit) expense. This benefit or expense depends on the pre-tax loss or income of the Company, statutory tax rates, tax regulations, and different tax rates in various jurisdictions in which the Company operates and which the Company does not have the control over;

•(Income) loss from equity method investment, net of tax. This is a non-cash income or expense as it relates primarily to our investment in OCV Fund I, LP (the “OCV Fund”). We believe that gain or loss resulting from our equity method investment does not represent core business operating results of the Company;

•Depreciation and amortization. This is a non-cash expense at it relates to use and associated reduction in value of certain assets including equipment, fixtures, and certain capitalized internal-use software and website development costs, and identifiable definite-lived intangible assets of the acquired businesses;

•Share-based compensation. This is a non-cash expense as it relates to awards granted under the various share-based incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;

•Transaction, integration, and other charges. This includes expenses associated with the acquisition or disposal of certain businesses, lease agreement terminations, retention bonuses, and other transaction-specific items, as well as certain other items, such as severance, adjustments to contingent consideration, third-party debt modification costs, litigation costs from discrete, complex, or unusual proceedings, and legal settlements. These expenses do not represent core business operating results of the Company;

•Lease asset impairments and other charges. These expenses are incurred in connection with impaired right-of-use (“ROU”) assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and

•Goodwill impairment. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent core business operating results of the Company.

Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues.

Adjusted net income (loss) is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to:

•Interest, net. This reflects the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with the 1.75% Convertible Notes, offset in part by a certain interest income earned by the Company. These net expenses do not represent core business operating results of the Company;

•(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this gain or loss does not represent recurring core business operating results of the Company;

•(Gain) loss on sale of businesses. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;

•(Income) loss from equity method investment, net of tax. This is a non-cash income or expense as it relates primarily to our investment in the OCV Fund. We believe that gains or losses resulting from our equity method investment do not represent core business operating results of the Company;

•Amortization. Includes the amortization of patents and intangible assets that we acquired. This is a non-cash expense as it primarily relates to identifiable definite-lived intangible assets of the acquired businesses. We believe that acquired intangible assets represent cost incurred by the acquiree to build value prior to the acquisition and the amortization of this cost does not represent core business operating results of the Company;

•Lease asset impairments and other charges. These expenses are incurred in connection with impaired ROU assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and

Adjusted net income (loss) per diluted share is calculated by dividing Adjusted net income (loss) from continuing operations by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution.

Free cash flow from continuing and discontinued operations is defined as Net cash provided by operating activities, which includes both continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any).

Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss) from continuing operations, generally based upon the effective marginal tax rate of each adjustment.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Net (loss) income from continuing operations to Adjusted EBITDA:

Three months ended March 31,

2026 2025

Net (loss) income from continuing operations

$ (775) $ 9,812

Interest expense, net 6,896 6,194

Other (income) loss, net

(688) 1,475

Income tax expense

2,637 3,618

Income from equity method investment, net of tax

(5,138) (6,630)

Depreciation and amortization 44,878 48,452

Share-based compensation 8,548 9,082

Transaction, integration, and other charges 6,632 (641)

Lease asset impairments and other charges 367 20

Adjusted EBITDA $ 63,357 $ 71,382

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

The following tables set forth Revenues and a reconciliation of Operating (loss) income to Adjusted EBITDA by segment:

Three months ended March 31, 2026

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

Corporate

Total

Revenues $ 71,159 $ 40,764 $ 85,950 $ 69,768 $ — $ 267,641

Operating (loss) income

$ (6,458) $ 7,884 $ 8,624 $ 13,697 $ (20,815) $ 2,932

Depreciation and amortization 20,637 3,168 13,846 7,076 151 44,878

Share-based compensation 1,344 405 1,466 1,007 4,326 8,548

Transaction, integration, and other charges 1,430 776 670 2 3,754 6,632

Lease asset impairments and other charges — 431 (108) 44 — 367

Adjusted EBITDA $ 16,953 $ 12,664 $ 24,498 $ 21,826 $ (12,584) $ 63,357

Three months ended March 31, 2025

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

Corporate (1)

Total

Revenues $ 81,690 $ 38,026 $ 85,786 $ 67,314 $ — $ 272,816

Operating (loss) income

$ (3,963) $ 8,774 $ 16,962 $ 11,323 $ (18,627) $ 14,469

Depreciation and amortization 22,405 2,618 12,928 10,387 114 48,452

Share-based compensation 1,153 329 1,363 967 5,270 9,082

Transaction, integration, and other charges 1,652 338 (1,812) (754) (65) (641)

Lease asset impairments and other charges (241) 87 (86) 255 5 20

Adjusted EBITDA $ 21,006 $ 12,146 $ 29,355 $ 22,178 $ (13,303) $ 71,382

(1) Includes certain allocated overhead expenses previously reported in the Connectivity reportable segment.

Figures above are net of inter-segment revenues and operating costs and expenses.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following tables set forth a reconciliation of Net (loss) income from continuing operations to Adjusted net income with adjustments presented on after-tax basis:

Three months ended March 31,

2026

Per diluted share (1)

2025

Per diluted share (1)

Net (loss) income from continuing operations $ (775) $ (0.02) $ 9,812 $ 0.23

Interest, net 95 — 61 —

Income from equity method investment, net (5,138) (0.14) (6,630) (0.16)

Amortization 19,563 0.52 21,107 0.49

Share-based compensation 7,590 0.20 9,226 0.22

Transaction, integration, and other charges 5,905 0.16 (607) (0.01)

Lease asset impairment and other charges 306 0.01 27 —

Adjusted net income $ 27,546 $ 0.73 $ 32,996 $ 0.77

(1) The reconciliation of Net (loss) income from continuing operations per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

The following are the adjustments to certain statement of operations items used to derive Adjusted net income, which we believe provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects of the Company.

Three months ended March 31, 2026

GAAP amount Adjustments

Adjusted

non-GAAP amount

Interest, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges

Direct costs

$ (44,317) $ — $ — $ — $ 52 $ 89 $ — $ (44,176)

Sales and marketing $ (115,233) — — — 989 1,474 — $ (112,770)

Research, development, and engineering $ (13,637) — — — 678 831 — $ (12,128)

General, administrative, and other related costs

$ (46,644) — — — 6,829 4,238 367 $ (35,210)

Depreciation and amortization $ (44,878) — — 23,550 — — — $ (21,328)

Interest expense, net $ (6,896) 126 — — — — — $ (6,770)

Other income, net

$ 688 — — — — 234 — $ 922

Income tax benefit (expense) (1)

$ (2,637) (31) — (3,987) (958) (961) (61) $ (8,635)

Income from equity method investment, net of tax $ 5,138 — (5,138) — — — — $ —

Total non-GAAP adjustments $ 95 $ (5,138) $ 19,563 $ 7,590 $ 5,905 $ 306

(1) Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $8,635 and the denominator is $36,181, which equals adjusted net income of $27,546 plus adjusted income tax expense.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Three months ended March 31, 2025

GAAP amount Adjustments Adjusted

non-GAAP amount

Interest, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges

Direct costs

$ (40,401) $ — $ — $ — $ 52 $ 60 $ — $ (40,289)

Sales and marketing $ (112,411) — — — 798 903 — $ (110,710)

Research, development, and engineering $ (13,920) — — — 681 (65) — $ (13,304)

General, administrative, and other related costs

$ (43,163) — — — 7,551 (1,539) 20 $ (37,131)

Depreciation and amortization $ (48,452) — — 27,777 — — — $ (20,675)

Interest expense, net $ (6,194) 81 — — — — — $ (6,113)

Income tax expense (1)

$ (3,618) (20) — (6,670) 144 34 7 $ (10,123)

Income from equity method investment, net of tax $ 6,630 — (6,630) — — — — $ —

Total non-GAAP adjustments $ 61 $ (6,630) $ 21,107 $ 9,226 $ (607) $ 27

(1) Adjusted effective tax rate was approximately 23.5% for the three months ended March 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $10,123 and the denominator is $43,119, which equals adjusted net income of $32,996 plus adjusted income tax expense.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

The following tables set forth a reconciliation of Net cash provided by operating activities from continuing and discontinued operations to Free cash flow from continuing and discontinued operations:

2026

Q2 Q3 Q4

Full Year

Net cash provided by operating activities from continuing and discontinued operations

$ 29,953 $ — $ — $ — $ 29,953

Less: Purchases of property and equipment (33,127) — — — (33,127)

Free cash flow from continuing and discontinued operations

$ (3,174) $ — $ — $ — $ (3,174)

2025

Q2 Q3 Q4

Full Year

Net cash provided by operating activities from continuing and discontinued operations

$ 20,613 $ 57,074 $ 138,299 $ 191,082 $ 407,068

Less: Purchases of property and equipment (25,619) (30,133) (30,136) (33,310) (119,198)

Free cash flow from continuing and discontinued operations

$ (5,006) $ 26,941 $ 108,163 $ 157,772 $ 287,870

EX-99.2

Filename: zd20260331earningspresen.htm · Sequence: 3

zd20260331earningspresen

2 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations or beliefs as of May 7, 2026 (“Release Date”) and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions or divestitures; the Company’s ability to complete the proposed divestiture of its Connectivity business on anticipated terms and timing, or at all; the Company’s ability to realize the anticipated benefits from the divestiture of the Connectivity business; customer growth and retention; the Company’s ability to create compelling content; our reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a cybersecurity breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, increased tariffs and trade protection measures, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities; and the numerous other factors set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting the Company, refer to our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, and the other reports filed by the Company from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this presentation are based on limited information available to the Company as of the Release Date and are subject to change. Although management’s expectations may change after the Release Date, the Company undertakes no obligation to revise or update these statements. All information in this presentation speaks as of the Release Date and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information. Capitalized terms not otherwise defined in this presentation have the meanings set forth in the Company’s earnings press release issued on the Release Date. Third-Party Information Any third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. Any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. Industry, Market and Other Data Certain information that may be contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Non-GAAP Financial information Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP measures, as defined by Ziff Davis, may not be comparable to similar non-GAAP measures presented by other companies, limiting their usefulness for comparison purposes. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Ziff Davis’ future results or leverage will be unaffected by other unusual or non-recurring items. Please see the "Supplemental Information" to this presentation for details related to how we define these non-GAAP measures and reconciliations thereof to the most directly comparable GAAP measures. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business. Safe Harbor for Forward-looking Statements

3 Some factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation include, but are not limited to, our ability and intention to: • Create compelling digital media content facilitating increased traffic and advertising levels and additional advertisers or an increase in advertising spend, and effectively target digital media advertisements to desired audiences; • Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure, or security breach; effectively maintaining and managing our billing systems; the time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures; • Compete with other similar providers with regard to price, service, functionality; • Achieve business and financial objectives in light of burdensome domestic and international laws and regulations, including those related to data privacy, access, security, retention, and sharing; • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return; • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, content, copyrights, patents, trademarks, and domain names from infringement by third parties, and avoid infringing upon the proprietary rights of others; • Manage certain risks associated with environmental, social, and governance matters, including related reporting obligations, that could adversely affect our reputation and performance; • Recruit and retain key personnel and maintain the beneficial aspects of our corporate culture globally; • Meet any publicly announced guidance or other expectations about our business and future operating results; and • Respond to other factors set forth in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, and the other reports we file from time to time with the SEC. Risk Factors • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of reduced economic growth, recessions, inflationary conditions, fluctuating interest rates, increased unemployment, supply chain disruptions, and other factors and their related impacts on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines; • Maintain and increase our customer base and average revenue per customer; • Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations; • Acquire or divest businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from acquisitions; • Complete the planned divestiture of our Connectivity business on the anticipated terms and timing, or at all, including through the satisfaction or waiver of closing conditions, receipt of required regulatory approvals, and the absence of legal or other impediments to closing; • Realize the anticipated benefits from the divestiture of our Connectivity business; • Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations; • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added, and telecommunication taxes; • Manage certain risks related to the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence ("AI"); • Prevent system failures, security breaches, and other technological issues; • Achieve positive outcomes in our pending and future legal proceedings; • Accurately estimate the assumptions underlying our effective worldwide tax rate; • Maintain favorable relationships with critical third-party vendors that are financially stable;

4 $272.8 $267.6 Q1 2025 Q1 2026 (1.9)% $71.4 $63.4 Q1 2025 Q1 2026 $0.77 $0.73 Q1 2025 Q1 2026 (11.2)% (5.2)% Adjusted EBITDA (2) (in millions) Adjusted diluted EPS (2) Revenues (in millions) Q1 2026 Consolidated Financial Snapshot - Continuing Operations (1) 1. During the first quarter of 2026, the Company entered into a definitive agreement to sell its Connectivity business. The results of the Connectivity business are classified as discontinued operations for all periods presented in this earnings presentation. Unless otherwise noted, all amounts, percentages, and any discussion in this earnings presentation reflect the results from continuing operations, except for the Net cash provided by operating activities and Free cash flow, which are presented on a combined continuing and discontinued operations basis. Furthermore, upon the reclassification of Connectivity as discontinued operations, the Company determined that Connectivity is no longer a reportable segment. The Company will continue to own and operate the Connectivity business in the ordinary course until the closing of the transaction. 2. See "Supplemental Information" for non-GAAP reconciliations.

5 $96 $98 Q1 2025 Q1 2026 Revenue by Type - Continuing Operations (1)(2) $173 $164 Q1 2025 Q1 2026 (5.1)% 1. Throughout this presentation, revenues are net of inter-segment revenues and revenues by revenue source may not foot to total revenues due to rounding. 2. Excludes revenues that are classified as "other". Quarterly Revenues (1) (in millions) Quarterly Revenues (1) (in millions) 1.9% Advertising and Performance Marketing Subscription and Licensing

6 $79.5 $68.4 $2.2 $2.8 Q1 2025 Q1 2026 $21.0 $17.0 25.7% 23.8% Q1 2025 Q1 2026 Q1 2026 Technology & Shopping Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (12.9)% (19.3)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $81.7 $71.1

7 $12.1 $12.7 31.9% 31.1% Q1 2025 Q1 2026 $24.4 $25.7 $13.6 $15.1 Q1 2025 Q1 2026 Q1 2026 Gaming & Entertainment Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 7.2% 4.3% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $38.0 $40.8

8 $29.4 $24.5 34.2% 28.5% Q1 2025 Q1 2026 $68.9 $69.9 $13.1 $13.2 $3.7 $2.8 Q1 2025 Q1 2026 Q1 2026 Health & Wellness Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 0.2% (16.5)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $85.8 $85.9

9 $22.2 $21.8 32.9% 31.3% Q1 2025 Q1 2026 $67.3 $67.0 $2.7 Q1 2025 Q1 2026 Q1 2026 Cybersecurity & Martech Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 3.6% (1.6)% Other Subscription and Licensing 1. See "Supplemental Information" for non-GAAP reconciliations. $67.3 $69.8

10 ($ in millions) March 31, 2026 Cash and Cash Equivalents (1) $ 520 Long-term Investments 100 Total Cash, Cash Equivalents, and Long-term Investments $ 620 4.625% Senior Notes $ 460 1.75% Convertible Notes 149 3.625% Convertible Notes 263 Total Gross Debt (2) $ 872 Gross Debt $ 872 Gross Debt less Cash and Cash Equivalents $ 352 Gross Debt less Cash, Cash Equivalents, and Long-term Investments $ 252 Ziff Davis Capital Structure - Continuing Operations 1. Excludes approximately $26 million of cash and cash equivalents related to discontinued operations. 2. Reflects the outstanding principal amount of gross debt.

SUPPLEMENTAL INFORMATION

12 Non-GAAP Financial Measures The below non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company’s financial statements. Adjusted EBITDA is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain items including, but not limited to: Interest expense, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; Other (income) loss, net; Income tax (benefit) expense; (Income) loss from equity method investment, net of tax; Depreciation and amortization; Share-based compensation; Transaction, integration, and other charges; Lease asset impairments and other charges; and Goodwill impairment. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues. Adjusted net income (loss) is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to: Interest, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; (Income) loss from equity method investment, net of tax; Amortization; Share-based compensation; Transaction, integration, and other charges; Lease asset impairments and other charges; and Goodwill impairment. Adjusted diluted EPS is calculated by dividing Adjusted net income (loss) from continuing operations by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution. Free cash flow from continuing and discontinued operations is defined as Net cash provided by operating activities from continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any). Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss) from continuing operations, generally based upon the effective marginal tax rate of each adjustment.

13 Quarterly adjusted results from Continuing Operations Q1 2026 FY 2025 (1) Q4 2025 (1) Q3 2025 (1) Q2 2025 (1) Q1 2025 (1) $ in 000's, except per share amounts Revenues $ 267,641 $ 1,220,535 $ 346,385 $ 306,531 $ 294,803 $ 272,816 Adjusted EBITDA $ 63,357 $ 381,385 $ 132,375 $ 97,845 $ 79,783 $ 71,382 Adjusted net income $ 27,546 $ 207,858 $ 79,961 $ 56,818 $ 38,083 $ 32,996 Adjusted diluted EPS $ 0.73 $ 5.06 $ 2.04 $ 1.40 $ 0.91 $ 0.77 1. Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS include certain allocated overhead expenses previously reported in the Connectivity reportable segment.

14 $ in 000's Ziff Davis Three months ended March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 Net (loss) income from continuing operations $ (775) $ (17,962) $ (15,957) $ 14,308 $ 9,812 Interest expense, net 6,896 6,764 6,541 6,584 6,194 Loss on sale of businesses — 57,988 — — — Gain on investment, net — — (678) (4,340) — Provision for credit losses on investments — — 17,566 — — Other (income) loss, net (688) 717 (4,060) 2,402 1,475 Income tax expense (benefit) 2,637 (1,947) 8,037 (69) 3,618 (Income) loss from equity method investment, net of tax (5,138) 19,729 (38) (5,115) (6,630) Depreciation and amortization 44,878 50,675 50,203 50,334 48,452 Share-based compensation 8,548 10,272 11,312 10,848 9,082 Transaction, integration, and other charges 6,632 4,190 6,619 3,980 (641) Lease asset impairments and other charges 367 1,949 721 851 20 Goodwill impairment — — 17,579 — — Adjusted EBITDA $ 63,357 $ 132,375 $ 97,845 $ 79,783 $ 71,382 Non-GAAP reconciliation: Adjusted EBITDA

15 $ in 000's, except per share amounts Ziff Davis Three months ended 2024 March 31, 2026 Per diluted share (1) December 31, 2025 Per diluted share (1) September 30, 2025 Per diluted share (1) June 30, 2025 Per diluted share (1) March 31, 2025 Per diluted share (1) Net (loss) income from continuing operations $ (775) $ (0.02) $ (17,965) $ (0.46) $ (15,957) $ (0.39) $ 14,308 $ 0.34 $ 9,812 $ 0.23 Interest, net 95 — 85 — 62 — 61 — 61 — Loss on sale of businesses — — 43,491 1.11 — — — — — — Loss on investments, net — — — — (678) (0.02) (4,340) (0.10) — — Provision for credit losses on investments — — — — 17,566 0.43 — — — — Income from equity method investment, net (5,138) (0.14) 19,729 0.51 (38) — (5,115) (0.13) (6,630) (0.16) Amortization 19,563 0.52 19,903 0.51 23,453 0.58 22,397 0.54 21,107 0.49 Share-based compensation 7,590 0.20 8,712 0.22 8,866 0.22 7,051 0.17 9,226 0.22 Transaction, integration, and other charges 5,905 0.16 4,402 0.11 5,366 0.13 3,045 0.07 (607) (0.01) Lease asset impairment and other charges 306 0.01 1,604 0.04 599 0.02 676 0.02 27 — Goodwill impairment — — — — 17,579 0.43 — — — — Adjusted net income $ 27,546 $ 0.73 $ 79,961 $ 2.04 $ 56,818 $ 1.40 $ 38,083 $ 0.91 $ 32,996 $ 0.77 Non-GAAP reconciliation: Adjusted Net Income and Adjusted Diluted EPS 1. The reconciliation of Net (loss) income from continuing operations per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.

16 Q1 2026 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 71,159 $ 40,764 $ 85,950 $ 69,768 $ — $ 267,641 Operating (loss) income $ (6,458) $ 7,884 $ 8,624 $ 13,697 $ (20,815) $ 2,932 Depreciation and amortization 20,637 3,168 13,846 7,076 151 44,878 Share-based compensation 1,344 405 1,466 1,007 4,326 8,548 Transaction, integration, and other costs 1,430 776 670 2 3,754 6,632 Lease asset impairments and other charges — 431 (108) 44 — 367 Adjusted EBITDA $ 16,953 $ 12,664 $ 24,498 $ 21,826 $ (12,584) $ 63,357 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q1 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 81,690 $ 38,026 $ 85,786 $ 67,314 $ — $ 272,816 Operating (loss) income $ (3,963) $ 8,774 $ 16,962 $ 11,323 $ (18,627) $ 14,469 Depreciation and amortization 22,405 2,618 12,928 10,387 114 48,452 Share-based compensation 1,153 329 1,363 967 5,270 9,082 Transaction, integration, and other costs 1,652 338 (1,812) (754) (65) (641) Lease asset impairments and other charges (241) 87 (86) 255 5 20 Adjusted EBITDA $ 21,006 $ 12,146 $ 29,355 $ 22,178 $ (13,303) $ 71,382 1. Includes certain allocated overhead expenses previously reported in the Connectivity reportable segment.

17 Q1 2026 GAAP amount Interest, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Adjusted non- GAAP amount $ in 000's 89000 Direct costs $(44,317) $– $– $– $52 $89 $– $(44,176) Sales and marketing $(115,233) – – – 989 1,474 – $(112,770) Research, development, and engineering $(13,637) – – – 678 831 – $(12,128) General, administrative, and other related costs $(46,644) – – – 6,829 4,238 367 $(35,210) Depreciation and amortization $(44,878) – – 23,550 – – – $(21,328) Interest expense $(6,896) 126 – – – – – $(6,770) Other income (loss), net $688 – – – – 234 – $922 Income tax expense (1) $(2,637) (31) – (3,987) (958) (961) (61) $(8,635) Income from equity method investment, net of tax $5,138 – (5,138) – – – – $– Total non-GAAP adjustments $95 $(5,138) $19,563 $7,590 $5,905 $306 Q1 2025 GAAP amount Interest, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Adjusted non- GAAP amount $ in 000's Direct costs $(40,401) $– $– $– $52 $60 $– $(40,289) Sales and marketing $(112,411) – – – 798 903 – $(110,710) Research, development, and engineering $(13,920) – – – 681 (65) – $(13,304) General, administrative, and other related costs $(43,163) – – – 7,551 (1,539) 20 $(37,131) Depreciation and amortization $(48,452) – – 27,777 – – – $(20,675) Interest expense $(6,194) 81 – – – – – $(6,113) Income tax expense (2) $(3,618) (20) – (6,670) 144 34 7 $(10,123) Income from equity method investment, net of tax $6,630 – (6,630) – – – – $– Total non-GAAP adjustments $61 $(6,630) $21,107 $9,226 $(607) $27 1. Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $8,635 and the denominator is $36,181, which equals adjusted net income of $27,546 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 23.5% for the three months ended March 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $10,123 and the denominator is $43,119, which equals adjusted net income of $32,996 plus adjusted income tax expense. Q1 2026 and Q1 2025 Reconciliation of GAAP to Non-GAAP Financial Measures

18 $ in 000's Ziff Davis Q1 2026 Q1 2025 Net cash provided by operating activities from continuing and discontinued operations $ 29,953 $ 20,613 Less: Purchases of property and equipment (33,127) (25,619) Free cash flow from continuing and discontinued operations $ (3,174) $ (5,006) Non-GAAP reconciliation: Free Cash Flow from Continuing and Discontinued Operations

19 2025 2026 Q1 Q1 Technology & Shopping Net advertising and performance marketing revenue retention (1) 90.0% 90.0% Customers (2) 573 586 Quarterly revenue per customer (3) $138,701 $116,661 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 92.2% 89.0% Customers (2) 311 402 Quarterly revenue per customer (3) $78,362 $63,820 Health & Wellness Net advertising and performance marketing revenue retention (1) 94.9% 102.6% Customers (2) 703 730 Quarterly revenue per customer (3) $94,652 $94,567 Key Operating Metrics by Segment - Advertising and Performance Marketing 1. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenues recognized related to prior year customers in the current year period (excluding revenues from acquisitions during the stub period) divided by (ii) the trailing twelve months revenues recognized related to prior year customers in the prior year period (excluding revenues from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenues in the measurement period. 2. Excludes customers that generated less than $2,500 in the quarter. 3. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2).

20 2025 2026 Q1 Q1 Gaming & Entertainment Customers (1)(2) 531,000 499,000 Average quarterly revenue per customer (2)(3) $25.68 $30.29 Health & Wellness Customers (1)(2) 1,820,000 1,762,000 Average quarterly revenue per customer (2)(3) $7.20 $7.49 Cybersecurity & Martech Customers (1)(4) 1,250,000 1,230,000 Average quarterly revenue per customer (3) $53.85 $54.51 Key Operating Metrics by Segment - Subscription and Licensing 1. Represents the quarterly average of the end of month customer counts (rounded). 2. The metric includes the sale of perpetual software licenses, when applicable, revenues for which is recorded at a point in time rather than over time. 3. Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1). 4. Resellers within Cybersecurity & Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.

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