zd-20250507

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 7, 2025

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 5.07 Submission of Matters to a Vote of Security Holders

(a) On May 7, 2025, the Company held its 2025 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	38,116,134	940,937	6,953	1,699,890
Sarah Fay	37,813,428	1,244,191	6,405	1,699,890
Jana Barsten	38,115,055	942,428	6,541	1,699,890
Trace Harris	37,879,302	1,177,747	6,975	1,699,890
William Brian Kretzmer	35,080,219	3,976,194	7,611	1,699,890
Kirk McDonald	35,498,380	3,558,595	7,049	1,699,890
Neville Ray	37,761,424	1,294,856	7,744	1,699,890
Scott C. Taylor	35,387,639	3,669,013	7,372	1,699,890

(2) A proposal to ratify the appointment of KPMG LLP to serve as the Company’s independent auditors for fiscal year 2025. This proposal was approved with the following vote:


For			40,403,110
Against			348,464
Abstain			12,340
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			26,730,975
Against			12,321,137
Abstain			11,912
Broker Non-Votes			1,699,890

Item 7.01 Regulation FD Disclosure

On May 9, 2025, the Company hosted its first quarter 2025 earnings conference call and webcast and noted that supplemental financial data would be provided herein. A copy of this data is furnished as Exhibit 99.1 to this Form 8-K.

NOTE: The information in Item 7.01 and the accompanying exhibit 99.1 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						Supplemental Financial Data
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 9, 2025	By:	/s/ Jeremy Rossen
			Jeremy Rossen Executive Vice President, General Counsel and Secretary

Exhibit 99.1

ZIFF DAVIS, INC.

Supplemental Financial Data

May 9, 2025

360 Park Avenue S, New York, New York 10010

CONTACT:

Alan Steier

Investor Relations

Ziff Davis, Inc.

[email protected]

Rebecca Wright

Corporate Communications

Ziff Davis, Inc.

[email protected]

SEGMENT REALIGNMENT

Following changes to our internal reporting structure, the Company concluded that it has five operating segments, which are now presented as the following five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. Prior period segment information is presented on a comparable basis to confirm to this new segment presentation with no effect on previously reported consolidated results.

The following tables set forth Revenues (1) by quarter and by reportable segment (in thousands):


	2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate		Total
Q1 2023	$	69,942	$	34,573	$	78,189	$	51,422	$	73,016	$	—	$	307,142
Q2 2023	76,675		39,995		86,666		49,484		73,196		—		326,016
Q3 2023	78,718		45,023		90,619		53,574		73,051		—		340,985
Q4 2023	105,222		49,230		106,449		57,038		71,946		—		389,885
Total Revenues	$	330,557	$	168,821	$	361,923	$	211,518	$	291,209	$	—	$	1,364,028


	2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate		Total
Q1 2024	$	69,267	$	36,640	$	79,978	$	53,148	$	75,452	$	—	$	314,485
Q2 2024	72,567		42,981		85,988		50,281		68,983		—		320,800
Q3 2024	87,126		49,714		90,771		55,943		70,026		—		353,580
Q4 2024	132,922		50,941		105,671		54,248		69,041		—		412,823
Total Revenues	$	361,882	$	180,276	$	362,408	$	213,620	$	283,502	$	—	$	1,401,688

(1) Figures above are net of inter-segment revenues.

The following tables set forth Adjusted EBITDA by quarter and by reportable segment (in thousands):


	2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Q1 2023	$	14,201	$	11,183	$	26,977	$	27,098	$	25,086	$	(10,212)	$	94,333
Q2 2023	19,060		15,310		31,234		23,487		26,605		(9,020)		106,676
Q3 2023	17,585		19,528		33,757		26,368		24,438		(7,942)		113,734
Q4 2023	49,822		24,845		46,834		30,265		25,445		(9,645)		167,566
Total Adjusted EBITDA	$	100,668	$	70,866	$	138,802	$	107,218	$	101,574	$	(36,819)	$	482,309


	2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Q1 2024	$	14,624	$	13,429	$	26,198	$	26,946	$	29,643	$	(10,089)	$	100,751
Q2 2024	17,345		12,282		30,115		24,160		22,165		(9,803)		96,264
Q3 2024	31,170		18,193		32,240		29,463		24,620		(10,995)		124,691
Q4 2024	58,253		24,720		46,827		29,522		22,360		(9,880)		171,802
Total Adjusted EBITDA	$	121,392	$	68,624	$	135,380	$	110,091	$	98,788	$	(40,767)	$	493,508

(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.

RECONCILIATION

TO NON-GAAP MEASURE

Non-GAAP Financial Measure

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA as one of 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 this non-GAAP financial measure for financial and operational decision making and as means to evaluate period-to-period comparisons. We believe that this non-GAAP financial measure provides 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 this non-GAAP financial measure in assessing our performance and when planning, forecasting, and analyzing future periods. This non-GAAP financial measure also facilitate management’s internal comparisons to our historical performance and liquidity. We believe this non-GAAP financial measure is useful to investors both because (1) it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) it is used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) it is used by the analyst community to help them analyze the health of our business.

This non-GAAP financial measure is not measure presented in accordance with GAAP, and our use of this term may vary from that of other companies, limiting its usefulness for comparison purposes. This non-GAAP financial measure is not based on any comprehensive set of accounting rules or principles. This non-GAAP financial measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Non-GAAP financial measure excludes the certain items listed below. We believe that excluding these items from the non-GAAP measure facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measure provides meaningful supplemental information regarding operational performance. We further believe this measure is 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) 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;

•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;

•Acquisition, integration, and other costs. This includes adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance, third-party debt modification costs and legal settlements. These expenses do not represent core business operating results of the Company;

•Disposal related costs. These are expenses associated with the disposal of certain businesses that 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.

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 Income (loss) from operations to Adjusted EBITDA by segment (in thousands):


	Three months ended March 31, 2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	69,942	$	34,573	$	78,189	$	51,422	$	73,016	$	—	$	307,142

(Loss) income from operations	$	(8,488)	$	7,781	$	10,154	$	20,215	$	11,688	$	(15,035)	$	26,315
Depreciation and amortization	20,897		2,308		13,360		6,255		11,630		173		54,623
Share-based compensation	654		203		1,144		518		1,572		4,311		8,402
Acquisition, integration, and other costs	311		891		1,846		110		91		276		3,525
Disposal related costs	—		—		—		—		—		149		149
Lease asset impairments and other charges	827		—		473		—		105		(86)		1,319

Adjusted EBITDA	$	14,201	$	11,183	$	26,977	$	27,098	$	25,086	$	(10,212)	$	94,333


	Three months ended June 30, 2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	76,675	$	39,995	$	86,666	$	49,484	$	73,196	$	—	$	326,016

(Loss) income from operations	$	(3,809)	$	12,270	$	13,322	$	15,814	$	13,565	$	(12,267)	$	38,895
Income from equity method investment, net of tax	—		—		—		—		—		(1,500)		(1,500)
Depreciation and amortization	21,573		2,281		14,426		6,731		11,590		255		56,856
Share-based compensation	1,079		257		1,388		752		1,283		4,458		9,217
Acquisition, integration, and other costs	466		502		2,098		190		113		—		3,369
Disposal related costs	—		—		—		—		—		60		60
Lease asset impairments and other charges	(249)		—		—		—		54		(26)		(221)

Adjusted EBITDA	$	19,060	$	15,310	$	31,234	$	23,487	$	26,605	$	(9,020)	$	106,676


	Three months ended September 30, 2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	78,718	$	45,023	$	90,619	$	53,574	$	73,051	$	—	$	340,985

(Loss) income from operations	$	(63,822)	$	15,101	$	15,930	$	17,281	$	12,527	$	(10,336)	$	(13,319)

Depreciation and amortization	21,232		3,712		14,010		7,351		10,941		(1,392)		55,854
Share-based compensation	2,207		218		1,175		325		399		2,450		6,774
Acquisition, integration, and other costs	(439)		497		2,639		1,411		263		86		4,457
Disposal related costs	453		—		—		—		202		978		1,633
Lease asset impairments and other charges	1,104		—		3		—		106		272		1,485
Goodwill impairment	56,850		—		—		—		—		—		56,850
Adjusted EBITDA	$	17,585	$	19,528	$	33,757	$	26,368	$	24,438	$	(7,942)	$	113,734


	Three months ended December 31, 2023
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	105,222	$	49,230	$	106,449	$	57,038	$	71,946	$	—	$	389,885

Income (loss) from operations	$	25,621	$	22,147	$	24,169	$	17,281	$	5,430	$	(13,928)	$	80,720

Depreciation and amortization	19,569		2,067		18,074		11,456		18,457		10		69,633
Share-based compensation	1,001		80		1,136		419		932		3,959		7,527
Acquisition, integration, and other costs	4,114		551		3,421		1,109		420		34		9,649
Disposal related costs	180		—		—		—		—		195		375
Lease asset impairments and other charges	(663)		—		34		—		206		85		(338)

Adjusted EBITDA	$	49,822	$	24,845	$	46,834	$	30,265	$	25,445	$	(9,645)	$	167,566

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

(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.

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 Income (loss) from operations to Adjusted EBITDA by segment (in thousands):


	Three months ended March 31, 2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	69,267	$	36,640	$	79,978	$	53,148	$	75,452	$	—	$	314,485

(Loss) income from operations	$	(6,635)	$	10,515	$	8,600	$	19,359	$	19,428	$	(15,406)	$	35,861
Depreciation and amortization	17,914		2,392		13,399		7,001		7,740		7		48,453
Share-based compensation	1,178		188		1,341		633		1,134		4,398		8,872
Acquisition, integration, and other costs	1,663		334		2,858		(47)		864		594		6,266
Disposal related costs	366		—		—		—		—		130		496
Lease asset impairments and other charges	138		—		—		—		477		188		803

Adjusted EBITDA	$	14,624	$	13,429	$	26,198	$	26,946	$	29,643	$	(10,089)	$	100,751


	Three months ended June 30, 2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	72,567	$	42,981	$	85,988	$	50,281	$	68,983	$	—	$	320,800

(Loss) income from operations	$	(8,067)	$	8,198	$	13,302	$	21,702	$	11,547	$	(18,113)	$	28,569
Depreciation and amortization	19,863		2,841		13,013		7,617		8,800		7		52,141
Share-based compensation	1,625		327		1,509		764		1,222		6,153		11,600
Acquisition, integration, and other costs	4,086		916		2,276		(5,923)		471		2,011		3,837
Disposal related costs	—		—		—		—		20		57		77
Lease asset impairments and other charges	(162)		—		15		—		105		82		40

Adjusted EBITDA	$	17,345	$	12,282	$	30,115	$	24,160	$	22,165	$	(9,803)	$	96,264


	Three months ended September 30, 2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	87,126	$	49,714	$	90,771	$	55,943	$	70,026	$	—	$	353,580

(Loss) income from operations	$	(78,615)	$	15,044	$	18,247	$	20,813	$	14,891	$	(19,684)	$	(29,304)
Depreciation and amortization	20,334		2,631		12,505		7,867		7,980		34		51,351
Share-based compensation	1,047		365		1,343		623		1,178		5,605		10,161
Acquisition, integration, and other costs	3,095		154		145		160		473		2,678		6,705
Disposal related costs	(390)		—		—		—		—		368		(22)
Lease asset impairments and other charges	426		(1)		—		—		98		4		527
Goodwill impairment	85,273		—		—		—		—		—		85,273
Adjusted EBITDA	$	31,170	$	18,193	$	32,240	$	29,463	$	24,620	$	(10,995)	$	124,691


	Three months ended December 31, 2024
	Technology & Shopping		Gaming & Entertainment		Health & Wellness		Connectivity		Cybersecurity & Martech		Corporate (1)		Total
Revenues	$	132,922	$	50,941	$	105,671	$	54,248	$	69,041	$	—	$	412,823

Income (loss) from operations	$	22,245	$	20,244	$	27,058	$	17,500	$	9,095	$	(17,620)	$	78,522
Depreciation and amortization	25,313		2,869		13,849		9,397		8,505		38		59,971
Share-based compensation	1,164		190		1,411		638		1,097		5,782		10,282
Acquisition, integration, and other costs	9,710		1,323		4,509		1,987		3,587		2,270		23,386
Disposal related costs	—		—		—		—		—		(350)		(350)
Lease asset impairments and other charges	(179)		94		—		—		76		—		(9)

Adjusted EBITDA	$	58,253	$	24,720	$	46,827	$	29,522	$	22,360	$	(9,880)	$	171,802

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

(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.