Ziff Davis, Inc 8-K, filed Nov 6, 2026
Ziff Davis, Inc. (ZD)
8-K
2026-11-06
For: 2026-11-05
View Original
Added on
November 06, 2026
About this 8-K
Ziff Davis, Inc filed this 8-K on November 6, 2026, reporting on events of November 5, 2026.
Ziff Davis reported third quarter 2026 revenue of $289.3 million, compared with $306.5 million in Q3 2025, and an operating loss of $(33.6) million. Adjusted EBITDA fell to $82.2 million, while free cash flow was $(100.1) million. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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) November 5, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices) (Zip Code)
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the third quarter ended September 30, 2026.
A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.
Item 7.01 Regulation FD Disclosure.
On November 6, 2026, at 8:30 a.m. Eastern Time, the Company will host its third quarter 2026 earnings conference call and webcast. Via the webcast, the Company will present portions of its November 2026 Earnings Call Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter ended September 30, 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 | |||||||
| 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 November 5, 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: | November 5, 2026 | By: | /s/ Jeremy Rossen | ||||||||
| Jeremy Rossen Executive Vice President, General Counsel and Secretary | |||||||||||
Exhibit 99.1
Ziff Davis Reports Third Quarter 2026 Financial Results
NEW YORK, NY -- November 5, 2026 -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the third quarter ended September 30, 2026.
“We delivered third quarter results in line with the expectations we set last quarter, including sequential revenue growth despite a challenging operating environment,” said Vivek Shah, CEO of Ziff Davis. “Through the first three quarters of 2026, we repurchased approximately $265 million of our shares, reducing our share count by nearly 14%, and we will keep pursuing opportunities to unlock additional shareholder value.”
THIRD QUARTER 2026 RESULTS
Revenues (1) decreased to $289.3 million compared to $306.5 million for Q3 2025.
•Operating (loss) income decreased to an operating loss of $(33.6) million compared to operating income of $11.4 million for Q3 2025. This includes a $29.6 million goodwill impairment recognized in Q3 2026 compared to $17.6 million in Q3 2025 and a $6.4 million long-lived assets impairment recognized in Q3 2026 which did not occur in Q3 2025.
•Net loss from continuing operations (2)(3) increased to $(28.7) million compared to $(16.0) million for Q3 2025.
•Net loss per diluted share from continuing operations (2)(3) increased to $(0.85) compared to $(0.39) for Q3 2025.
•Adjusted EBITDA (4) decreased to $82.2 million compared to $97.8 million for Q3 2025.
•Adjusted net income (2) (4) decreased to $48.3 million compared to $56.8 million for Q3 2025.
•Adjusted net income per diluted share (2) (4) (or “Adjusted diluted EPS”) decreased to $1.39 compared to $1.40 for Q3 2025.
•Net cash (used in) provided by operating activities from continuing and discontinued operations (3) decreased to $(77.1) million compared to $138.3 million in Q3 2025. Free cash flow from continuing and discontinued operations (4) decreased to $(100.1) million compared to $108.2 million in Q3 2025. Transaction adjusted free cash flow from continuing and discontinued operations (4) decreased to $(10.0) million compared to $108.2 million in Q3 2025.
•Ziff Davis deployed approximately $7.0 million for current and prior year acquisitions during the quarter and $92.0 million related to share repurchases in Q3 2026.
The following table reflects results from continuing operations (3), except for Net cash (used in) provided by operating activities and Free cash flow which are on combined basis of continuing and discontinued operations (3), for the three and nine months ended September 30, 2026 and 2025, respectively (in millions, except per share amounts).
(Unaudited) | Three months ended September 30, | % Change | Nine months ended September 30, | % Change | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
Revenues (1) | ||||||||||||||||||||
| Technology & Shopping | $82.0 | $85.2 | (3.8)% | $229.9 | $247.7 | (7.2)% | ||||||||||||||
| Gaming & Entertainment | $46.6 | $47.6 | (2.1)% | $134.0 | $131.9 | 1.6% | ||||||||||||||
| Health & Wellness | $92.5 | $102.3 | (9.5)% | $273.1 | $287.5 | (5.0)% | ||||||||||||||
| Cybersecurity & Martech | $68.2 | $71.4 | (4.6)% | $206.7 | $207.1 | (0.2)% | ||||||||||||||
Total revenues (1) | $289.3 | $306.5 | (5.6)% | $843.7 | $874.2 | (3.5)% | ||||||||||||||
| Operating (loss) income | $(33.6) | $11.4 | NM (5) | $(75.4) | $39.7 | NM (5) | ||||||||||||||
| Operating (loss) income margin | (11.6)% | 3.7% | (15.3)% | (8.9)% | 4.5% | (13.4)% | ||||||||||||||
Net (loss) income from continuing operations (2) | $(28.7) | $(16.0) | (79.8)% | $(81.6) | $8.2 | NM (5) | ||||||||||||||
Net (loss) income per diluted share from continuing operations (2) | $(0.85) | $(0.39) | NM (5) | $(2.27) | $0.20 | NM (5) | ||||||||||||||
Adjusted EBITDA (4) | $82.2 | $97.8 | (16.0)% | $222.4 | $249.0 | (10.7)% | ||||||||||||||
Adjusted EBITDA margin (4) | 28.4% | 31.9% | (3.5)% | 26.4% | 28.5% | (2.1)% | ||||||||||||||
Adjusted net income (2)(4) | $48.3 | $56.8 | (15.0)% | $113.7 | $127.9 | (11.1)% | ||||||||||||||
Adjusted diluted EPS (2)(4) | $1.39 | $1.40 | (0.7)% | $3.12 | $3.07 | 1.6% | ||||||||||||||
| Net cash (used in) provided by operating activities from continuing and discontinued operations | $(77.1) | $138.3 | NM (5) | $41.8 | $216.0 | (80.6)% | ||||||||||||||
Free cash flow from continuing and discontinued operations (4) | $(100.1) | $108.2 | NM (5) | $(49.3) | $130.1 | NM (5) | ||||||||||||||
Transaction adjusted free cash flow from continuing and discontinued operations (4) | $(10.0) | $108.2 | NM (5) | $50.1 | $130.1 | (61.5)% | ||||||||||||||
1
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 10.4% and (101.0)% for the three months ended September 30, 2026 and 2025, respectively, and (0.3)% and 145.4% for the nine months ended September 30, 2026 and 2025, respectively. Adjusted effective tax rates were approximately 23.2% and 24.7% for the three months ended September 30, 2026 and 2025, respectively, and 23.6% and 24.2% for the nine months ended September 30, 2026 and 2025, respectively. | |||||||
| (3) | During the second quarter of 2026, the Company completed the sale of 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, Free cash flow, and Transaction adjusted free cash flow from continuing and discontinued operations, which are presented on a combined continuing and discontinued operations basis. Furthermore, upon the classification of Connectivity as a discontinued operation, the Company determined that Connectivity was no longer a reportable segment. | |||||||
| (4) | 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. | |||||||
| (5) | NM: Not meaningful. | |||||||
EARNINGS CONFERENCE CALL AND AUDIO WEBCAST
Ziff Davis will host a live audio webcast and conference call discussing its third quarter 2026 financial results on Friday, November 6, 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, 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. 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 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’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 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 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.
2
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 1,407,680 | $ | 573,777 | |||||||
Accounts receivable, net of allowances of $5,662 and $8,141, respectively | 400,424 | 623,441 | |||||||||
| Prepaid expenses and other current assets | 60,364 | 81,964 | |||||||||
| Current assets - discontinued operations | — | 91,217 | |||||||||
| Total current assets | 1,868,468 | 1,370,399 | |||||||||
| Long-term investments | 99,869 | 93,228 | |||||||||
Property and equipment, net of accumulated depreciation of $419,157 and $382,187, respectively | 164,433 | 162,130 | |||||||||
| Intangible assets, net | 263,880 | 338,178 | |||||||||
| Goodwill | 1,261,142 | 1,346,964 | |||||||||
| Deferred income taxes | 5,456 | 5,107 | |||||||||
| Other assets | 56,461 | 24,523 | |||||||||
| Noncurrent assets - discontinued operations | — | 322,777 | |||||||||
| TOTAL ASSETS | $ | 3,719,709 | $ | 3,663,306 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Accounts payable and accrued expenses | $ | 388,496 | $ | 696,918 | |||||||
| Income taxes payable, current | 130,842 | 7,345 | |||||||||
| Deferred revenue, current | 121,801 | 129,700 | |||||||||
| Current portion of long-term debt | 149,065 | 148,685 | |||||||||
| Other current liabilities | 5,364 | 16,089 | |||||||||
| Current liabilities - discontinued operations | — | 76,216 | |||||||||
| Total current liabilities | 795,568 | 1,074,953 | |||||||||
| Long-term debt | 719,154 | 717,815 | |||||||||
| Deferred revenue, noncurrent | 5,939 | 6,518 | |||||||||
| Liability for uncertain tax positions | 19,112 | 19,733 | |||||||||
| Deferred income taxes | 16,306 | 41,116 | |||||||||
| Other noncurrent liabilities | 34,491 | 33,055 | |||||||||
| Noncurrent liabilities - discontinued operations | — | 16,541 | |||||||||
| TOTAL LIABILITIES | 1,590,570 | 1,909,731 | |||||||||
| Common stock | 331 | 384 | |||||||||
| Additional paid-in capital | 427,502 | 472,723 | |||||||||
| Retained earnings | 1,769,129 | 1,337,542 | |||||||||
| Accumulated other comprehensive loss | (67,823) | (57,074) | |||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 2,129,139 | 1,753,575 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,719,709 | $ | 3,663,306 | |||||||
3
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total revenues | $ | 289,326 | $ | 306,532 | $ | 843,705 | $ | 874,151 | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Direct costs | 43,640 | 44,009 | 133,668 | 125,073 | |||||||||||||||||||
| Sales and marketing | 126,149 | 122,308 | 363,554 | 361,763 | |||||||||||||||||||
| Research, development, and engineering | 13,629 | 13,319 | 41,635 | 41,436 | |||||||||||||||||||
| General, administrative, and other related costs | 64,286 | 47,703 | 158,426 | 139,660 | |||||||||||||||||||
| Depreciation and amortization | 45,682 | 50,203 | 137,434 | 148,990 | |||||||||||||||||||
| Goodwill impairment | 29,550 | 17,579 | 84,389 | 17,579 | |||||||||||||||||||
| Total operating costs and expenses | 322,936 | 295,121 | 919,106 | 834,501 | |||||||||||||||||||
| Operating (loss) income | (33,610) | 11,411 | (75,401) | 39,650 | |||||||||||||||||||
| Interest income (expense), net | 1,825 | (6,541) | (10,841) | (19,319) | |||||||||||||||||||
| Gain on investments, net | — | 678 | — | 5,018 | |||||||||||||||||||
| Provision for credit losses on investments | — | (17,566) | — | (17,566) | |||||||||||||||||||
| Other (loss) income, net | (179) | 4,060 | (77) | 183 | |||||||||||||||||||
| (Loss) income from continuing operations before income tax benefit (expense) and (loss) income from equity method investment | (31,964) | (7,958) | (86,319) | 7,966 | |||||||||||||||||||
| Income tax benefit (expense) | 3,335 | (8,037) | (243) | (11,586) | |||||||||||||||||||
| (Loss) income from equity method investment, net of tax | (63) | 38 | 4,942 | 11,783 | |||||||||||||||||||
| Net (loss) income from continuing operations | (28,692) | (15,957) | (81,620) | 8,163 | |||||||||||||||||||
| Net income from discontinued operations, net of tax | — | 12,359 | 699,650 | 38,821 | |||||||||||||||||||
| Net (loss) income | $ | (28,692) | $ | (3,598) | $ | 618,030 | $ | 46,984 | |||||||||||||||
| Net (loss) income per common share from continuing operations: | |||||||||||||||||||||||
| Basic | $ | (0.85) | $ | (0.39) | $ | (2.27) | $ | 0.20 | |||||||||||||||
| Diluted | $ | (0.85) | $ | (0.39) | $ | (2.27) | $ | 0.20 | |||||||||||||||
| Net income per common share from discontinued operations: | |||||||||||||||||||||||
| Basic | $ | — | $ | 0.30 | $ | 19.49 | $ | 0.93 | |||||||||||||||
| Diluted | $ | — | $ | 0.30 | $ | 19.49 | $ | 0.93 | |||||||||||||||
| Net (loss) income per common share: | |||||||||||||||||||||||
| Basic | $ | (0.85) | $ | (0.09) | $ | 17.22 | $ | 1.13 | |||||||||||||||
| Diluted | $ | (0.85) | $ | (0.09) | $ | 17.22 | $ | 1.13 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 33,753,136 | 40,558,629 | 35,896,452 | 41,609,182 | |||||||||||||||||||
| Diluted | 33,753,136 | 40,558,629 | 35,896,452 | 41,710,958 | |||||||||||||||||||
4
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 618,030 | $ | 46,984 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 142,339 | 170,757 | |||||||||
| Non-cash operating lease costs | 1,402 | 5,603 | |||||||||
| Share-based compensation | 36,738 | 33,676 | |||||||||
| Provision for credit losses on accounts receivable | 2,785 | 2,493 | |||||||||
| Provision for credit losses on investments | — | 17,566 | |||||||||
| Deferred income taxes, net | (27,043) | 1,167 | |||||||||
| Gain on sale of businesses | (860,597) | — | |||||||||
| Long-lived asset impairment | 16,561 | 1,064 | |||||||||
| Goodwill impairment | 84,389 | 17,579 | |||||||||
| Changes in fair value of contingent consideration | 124 | (2,834) | |||||||||
| Income from equity method investment, net of tax | (4,942) | (11,783) | |||||||||
| Gain on investments, net | — | (5,018) | |||||||||
| Other | 1,645 | 1,339 | |||||||||
| Decrease (increase) in: | |||||||||||
| Accounts receivable | 221,734 | 187,760 | |||||||||
| Prepaid expenses and other current assets | (3,575) | (10,325) | |||||||||
| Other assets | 2,112 | 14,658 | |||||||||
| Increase (decrease) in: | |||||||||||
| Accounts payable and accrued expenses | (172,412) | (240,398) | |||||||||
| Deferred revenue | 2,406 | (4,708) | |||||||||
| Other current liabilities | (19,879) | (9,594) | |||||||||
| Net cash provided by operating activities | 41,817 | 215,986 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (91,092) | (85,888) | |||||||||
| Acquisitions, net of cash received | (8,030) | (67,086) | |||||||||
| Distribution from equity method investment | — | 10,756 | |||||||||
| Proceeds from sale of equity method investment | — | 860 | |||||||||
| Proceeds from sale of equity investments | — | 25,250 | |||||||||
| Proceeds from sale of businesses, net of cash divested | 1,134,081 | — | |||||||||
| Other | (209) | (263) | |||||||||
| Net cash provided by (used in) investing activities | 1,034,750 | (116,371) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchase of common stock | (265,043) | (113,221) | |||||||||
| Issuance of common stock under employee stock purchase plan | 3,477 | 3,751 | |||||||||
| Deferred payments for acquisitions | (8,121) | (213) | |||||||||
| Other | (3,059) | (1,783) | |||||||||
| Net cash used in financing activities | (272,746) | (111,466) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (3,152) | 9,339 | |||||||||
| Net change in cash and cash equivalents | 800,669 | (2,512) | |||||||||
| Cash and cash equivalents at beginning of period | 607,011 | 505,880 | |||||||||
| Cash and cash equivalents at beginning of period associated with discontinued operations | 33,234 | 18,380 | |||||||||
| Cash and cash equivalents at beginning of period associated with continuing operations | 573,777 | 487,500 | |||||||||
| Cash and cash equivalents at end of period | 1,407,680 | 503,368 | |||||||||
| Cash and cash equivalents at end of period associated with discontinued operations | — | 17,304 | |||||||||
| Cash and cash equivalents at end of period associated with continuing operations | $ | 1,407,680 | $ | 486,064 | |||||||
5
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, Transaction adjusted 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 (income) 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 as 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;
6
•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;
•Long-lived asset impairments and other charges. These expenses are incurred in connection with impaired long-lived assets, including 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 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;
•(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;
•(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;
•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;
•Long-lived asset impairments and other charges. These expenses are incurred in connection with impaired long-lived assets, including 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 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.
7
Free cash flow from continuing and discontinued operations is defined as Net cash provided by (used in) operating activities, which includes both continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any).
Transaction adjusted free cash flow from continuing and discontinued operations is defined as Net cash provided by (used in) operating activities, which includes both continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any), and adjusted for cash payments related to the sale of the Connectivity business, including taxes, advisory fees, employee incentives, as well as certain other costs related to the sale.
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.
8
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 September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income from continuing operations | $ | (28,692) | $ | (15,957) | $ | (81,620) | $ | 8,163 | |||||||||||||||
| Interest (income) expense, net | (1,825) | 6,541 | 10,841 | 19,319 | |||||||||||||||||||
| Gain on investments, net | — | (678) | — | (5,018) | |||||||||||||||||||
| Provision for credit losses on investments | — | 17,566 | — | 17,566 | |||||||||||||||||||
| Other loss (income), net | 179 | (4,060) | 77 | (183) | |||||||||||||||||||
| Income tax (benefit) expense | (3,335) | 8,037 | 243 | 11,586 | |||||||||||||||||||
| Loss (income) from equity method investment, net of tax | 63 | (38) | (4,942) | (11,783) | |||||||||||||||||||
| Depreciation and amortization | 45,682 | 50,203 | 137,434 | 148,990 | |||||||||||||||||||
| Share-based compensation | 12,841 | 11,312 | 32,909 | 31,242 | |||||||||||||||||||
| Transaction, integration, and other charges | 13,219 | 6,619 | 24,943 | 9,958 | |||||||||||||||||||
| Long-lived asset impairments and other charges | 14,538 | 721 | 18,147 | 1,592 | |||||||||||||||||||
Goodwill impairment | 29,550 | 17,579 | 84,389 | 17,579 | |||||||||||||||||||
| Adjusted EBITDA | $ | 82,220 | $ | 97,845 | $ | 222,421 | $ | 249,011 | |||||||||||||||
9
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 September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Technology & Shopping | Gaming & Entertainment | Health & Wellness | Cybersecurity & Martech | Corporate | Total | ||||||||||||||||||||||||||||||
| Revenues | $ | 81,980 | $ | 46,599 | $ | 92,545 | $ | 68,202 | $ | — | $ | 289,326 | |||||||||||||||||||||||
Operating (loss) income | $ | (38,798) | $ | 11,057 | $ | 17,312 | $ | 4,081 | $ | (27,262) | $ | (33,610) | |||||||||||||||||||||||
| Depreciation and amortization | 20,284 | 3,479 | 12,576 | 9,185 | 158 | 45,682 | |||||||||||||||||||||||||||||
| Share-based compensation | 1,883 | 677 | 2,360 | 1,368 | 6,553 | 12,841 | |||||||||||||||||||||||||||||
| Transaction, integration, and other charges | 1,530 | 811 | 306 | (189) | 10,761 | 13,219 | |||||||||||||||||||||||||||||
| Long-lived asset impairments and other charges | 7,350 | (1,041) | — | 8,229 | — | 14,538 | |||||||||||||||||||||||||||||
Goodwill impairment | 29,550 | — | — | — | — | 29,550 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 21,799 | $ | 14,983 | $ | 32,554 | $ | 22,674 | $ | (9,790) | $ | 82,220 | |||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Technology & Shopping | Gaming & Entertainment | Health & Wellness | Cybersecurity & Martech | Corporate (1) | Total | ||||||||||||||||||||||||||||||||||||
| Revenues | $ | 85,189 | $ | 47,578 | $ | 102,306 | $ | 71,459 | $ | — | $ | 306,532 | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | 48 | $ | 14,688 | $ | 22,858 | $ | (6,425) | $ | (19,758) | $ | 11,411 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 22,599 | 2,949 | 13,406 | 11,121 | 128 | 50,203 | |||||||||||||||||||||||||||||||||||
| Share-based compensation | 1,422 | 429 | 1,698 | 1,235 | 6,528 | 11,312 | |||||||||||||||||||||||||||||||||||
| Transaction, integration, and other charges | 2,640 | 507 | 152 | 505 | 2,815 | 6,619 | |||||||||||||||||||||||||||||||||||
| Long-lived asset impairments and other charges | 684 | 100 | (106) | 43 | — | 721 | |||||||||||||||||||||||||||||||||||
Goodwill impairment | — | — | — | 17,579 | — | 17,579 | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 27,393 | $ | 18,673 | $ | 38,008 | $ | 24,058 | $ | (10,287) | $ | 97,845 | |||||||||||||||||||||||||||||
(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.
10
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 September 30, | |||||||||||||||||||||||
| 2026 | Per diluted share (1) | 2025 | Per diluted share (1) | ||||||||||||||||||||
| Net loss from continuing operations | $ | (28,692) | $ | (0.85) | $ | (15,957) | $ | (0.39) | |||||||||||||||
| Interest, net | 65 | — | 62 | — | |||||||||||||||||||
| Gain on investments, net | — | — | (678) | (0.02) | |||||||||||||||||||
| Provision for credit losses on investments | — | — | 17,566 | 0.43 | |||||||||||||||||||
| Loss (income) from equity method investment, net | 63 | — | (38) | — | |||||||||||||||||||
| Amortization | 17,807 | 0.51 | 23,453 | 0.58 | |||||||||||||||||||
| Share-based compensation | 9,561 | 0.28 | 8,866 | 0.22 | |||||||||||||||||||
| Transaction, integration, and other charges | 10,693 | 0.31 | 5,366 | 0.13 | |||||||||||||||||||
| Long-lived asset impairments and other charges | 10,741 | 0.31 | 599 | 0.02 | |||||||||||||||||||
| Goodwill impairment | 28,066 | 0.81 | 17,579 | 0.43 | |||||||||||||||||||
| Adjusted net income | $ | 48,304 | $ | 1.39 | $ | 56,818 | $ | 1.40 | |||||||||||||||
| Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | Per diluted share (1) | 2025 | Per diluted share (1) | ||||||||||||||||||||
| Net (loss) income from continuing operations | $ | (81,620) | $ | (2.27) | $ | 8,163 | $ | 0.20 | |||||||||||||||
| Interest, net | 235 | 0.01 | 184 | — | |||||||||||||||||||
| Gain on investments, net | — | — | (5,018) | (0.12) | |||||||||||||||||||
| Provision for credit losses on investments | — | — | 17,566 | 0.42 | |||||||||||||||||||
| Income from equity method investment, net | (4,942) | (0.14) | (11,783) | (0.28) | |||||||||||||||||||
| Amortization | 56,619 | 1.55 | 66,957 | 1.61 | |||||||||||||||||||
| Share-based compensation | 26,271 | 0.72 | 25,143 | 0.60 | |||||||||||||||||||
| Transaction, integration, and other charges | 20,714 | 0.57 | 7,804 | 0.19 | |||||||||||||||||||
| Long-lived asset impairments and other charges | 13,515 | 0.37 | 1,302 | 0.03 | |||||||||||||||||||
| Goodwill impairment | 82,905 | 2.28 | 17,579 | 0.42 | |||||||||||||||||||
| Adjusted net income | $ | 113,697 | $ | 3.12 | $ | 127,897 | $ | 3.07 | |||||||||||||||
(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.
11
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 September 30, 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 | Long-lived asset impairments and other charges | Goodwill impairment | ||||||||||||||||||||||||||||||||||||||
Direct costs | $ | (43,640) | $ | — | $ | — | $ | — | $ | 70 | $ | 173 | $ | — | $ | — | $ | (43,397) | ||||||||||||||||||||||||||
| Sales and marketing | $ | (126,149) | — | — | — | 1,411 | 2,032 | — | — | $ | (122,706) | |||||||||||||||||||||||||||||||||
| Research, development, and engineering | $ | (13,629) | — | — | — | 1,076 | 750 | — | — | $ | (11,803) | |||||||||||||||||||||||||||||||||
General, administrative, and other related costs | $ | (64,286) | — | — | — | 10,284 | 10,259 | 14,538 | — | $ | (29,205) | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (45,682) | — | — | 24,595 | — | — | — | — | $ | (21,087) | |||||||||||||||||||||||||||||||||
| Goodwill impairment | $ | (29,550) | — | — | — | — | — | — | 29,550 | $ | — | |||||||||||||||||||||||||||||||||
| Interest income, net | $ | 1,825 | 87 | — | — | — | — | — | — | $ | 1,912 | |||||||||||||||||||||||||||||||||
| Other loss, net | $ | (179) | — | — | — | — | — | — | — | $ | (179) | |||||||||||||||||||||||||||||||||
Income tax benefit (expense) (1) | $ | 3,335 | (22) | — | (6,788) | (3,280) | (2,521) | (3,797) | (1,484) | $ | (14,557) | |||||||||||||||||||||||||||||||||
| Loss from equity method investment, net of tax | $ | (63) | — | 63 | — | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||||
| Total non-GAAP adjustments | $ | 65 | $ | 63 | $ | 17,807 | $ | 9,561 | $ | 10,693 | $ | 10,741 | $ | 28,066 | ||||||||||||||||||||||||||||||
(1) Adjusted effective tax rate was approximately 23.2% for the three months ended September 30, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $14,557 and the denominator is $62,861, which equals adjusted net income of $48,304 plus adjusted income tax expense.
12
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| GAAP amount | Adjustments | Adjusted non-GAAP amount | |||||||||||||||||||||||||||||||||||||||
| Interest, net | (Gain) loss on investments, net | Provision for credit losses on investments | (Income) loss from equity method investments, net | Amortization | Share-based compensation | Transaction, integration, and other charges | Long-lived asset impairments and other charges | Goodwill impairment | |||||||||||||||||||||||||||||||||
Direct costs | $ | (44,009) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 56 | $ | — | $ | — | $ | — | $ | (43,953) | |||||||||||||||||||
| Sales and marketing | $ | (122,308) | — | — | — | — | — | 1,019 | 2,741 | — | — | $ | (118,548) | ||||||||||||||||||||||||||||
| Research, development, and engineering | $ | (13,319) | — | — | — | — | — | 810 | 391 | — | — | $ | (12,118) | ||||||||||||||||||||||||||||
General, administrative, and other related costs | $ | (47,703) | — | — | — | — | — | 9,427 | 3,486 | 721 | — | $ | (34,069) | ||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (50,203) | — | — | — | — | 30,328 | — | — | — | — | $ | (19,875) | ||||||||||||||||||||||||||||
Goodwill impairment | $ | (17,579) | — | — | — | — | — | — | — | — | 17,579 | $ | — | ||||||||||||||||||||||||||||
| Interest expense, net | $ | (6,541) | 83 | — | — | — | — | — | — | — | — | $ | (6,458) | ||||||||||||||||||||||||||||
| Gain on investments, net | $ | 678 | — | (678) | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||
| Provision for credit losses on investments | $ | (17,566) | — | — | 17,566 | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||
| Other income, net | $ | 4,060 | — | — | — | — | — | — | — | (119) | — | $ | 3,941 | ||||||||||||||||||||||||||||
Income tax expense (1) | $ | (8,037) | (21) | — | — | — | (6,875) | (2,446) | (1,252) | (3) | — | $ | (18,634) | ||||||||||||||||||||||||||||
| Income from equity method investment, net of tax | $ | 38 | — | — | — | (38) | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||
| Total non-GAAP adjustments | $ | 62 | $ | (678) | $ | 17,566 | $ | (38) | $ | 23,453 | $ | 8,866 | $ | 5,366 | $ | 599 | $ | 17,579 | |||||||||||||||||||||||
(1) Adjusted effective tax rate was approximately 24.7% for the three months ended September 30, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $18,634 and the denominator is $75,452, which equals adjusted net income of $56,818 plus adjusted income tax expense.
13
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
| Nine months ended September 30, 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 | Long-lived asset impairments and other charges | Goodwill impairment | ||||||||||||||||||||||||||||||||||||||
Direct costs | $ | (133,668) | $ | — | $ | — | $ | — | $ | 203 | $ | 385 | $ | — | $ | — | $ | (133,080) | ||||||||||||||||||||||||||
| Sales and marketing | $ | (363,554) | — | — | — | 3,844 | 4,278 | — | — | $ | (355,432) | |||||||||||||||||||||||||||||||||
| Research, development, and engineering | $ | (41,635) | — | — | — | 2,734 | 2,060 | — | — | $ | (36,841) | |||||||||||||||||||||||||||||||||
General, administrative, and other related costs | $ | (158,426) | — | — | — | 26,128 | 18,220 | 18,147 | — | $ | (95,931) | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (137,434) | — | — | 73,911 | — | — | — | — | $ | (63,523) | |||||||||||||||||||||||||||||||||
Goodwill impairment | $ | (84,389) | — | — | — | — | — | — | 84,389 | $ | — | |||||||||||||||||||||||||||||||||
| Interest expense, net | $ | (10,841) | 313 | — | — | — | — | — | — | $ | (10,528) | |||||||||||||||||||||||||||||||||
| Other (loss) income, net | $ | (77) | — | — | — | — | 515 | — | — | $ | 438 | |||||||||||||||||||||||||||||||||
Income tax expense (1) | $ | (243) | (78) | — | (17,292) | (6,638) | (4,744) | (4,632) | (1,484) | $ | (35,111) | |||||||||||||||||||||||||||||||||
| Income from equity method investment, net of tax | $ | 4,942 | — | (4,942) | — | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||||
| Total non-GAAP adjustments | $ | 235 | $ | (4,942) | $ | 56,619 | $ | 26,271 | $ | 20,714 | $ | 13,515 | $ | 82,905 | ||||||||||||||||||||||||||||||
(1) Adjusted effective tax rate was approximately 23.6% for the nine months ended September 30, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $35,111 and the denominator is $148,808, which equals adjusted net income of $113,697 plus adjusted income tax expense.
14
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| GAAP amount | Adjustments | Adjusted non-GAAP amount | ||||||||||||||||||||||||||||||||||||||||||
| Interest, net | (Gain) loss on investments, net | Provision for credit losses on investments | (Income) loss from equity method investments, net | Amortization | Share-based compensation | Transaction, integration, and other charges | Long-lived asset impairments and other charges | Goodwill impairment | ||||||||||||||||||||||||||||||||||||
Direct costs | $ | (125,073) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 57 | $ | — | $ | — | $ | (124,862) | ||||||||||||||||||||||
| Sales and marketing | $ | (361,763) | — | — | — | — | — | 2,879 | 4,884 | — | — | $ | (354,000) | |||||||||||||||||||||||||||||||
| Research, development, and engineering | $ | (41,436) | — | — | — | — | — | 2,301 | 614 | — | — | $ | (38,521) | |||||||||||||||||||||||||||||||
General, administrative, and other related costs | $ | (139,660) | — | — | — | — | — | 25,908 | 4,402 | 1,592 | — | $ | (107,758) | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | (148,990) | — | — | — | — | 87,832 | — | — | — | — | $ | (61,158) | |||||||||||||||||||||||||||||||
Goodwill impairment | $ | (17,579) | — | — | — | — | — | — | — | — | 17,579 | $ | — | |||||||||||||||||||||||||||||||
| Interest expense, net | $ | (19,319) | 246 | — | — | — | — | — | — | — | — | $ | (19,073) | |||||||||||||||||||||||||||||||
| Gain on investments, net | $ | 5,018 | — | (5,018) | — | — | — | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||
| Provision for credit losses on investments | $ | (17,566) | — | — | 17,566 | — | — | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||
| Other income, net | $ | 183 | — | — | — | — | — | — | — | (119) | — | $ | 64 | |||||||||||||||||||||||||||||||
Income tax expense (1) | $ | (11,586) | (62) | — | — | — | (20,875) | (6,099) | (2,153) | (171) | — | $ | (40,946) | |||||||||||||||||||||||||||||||
Income from equity method investment, net | $ | 11,783 | — | — | — | (11,783) | — | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||
| Total non-GAAP adjustments | $ | 184 | $ | (5,018) | $ | 17,566 | $ | (11,783) | $ | 66,957 | $ | 25,143 | $ | 7,804 | $ | 1,302 | $ | 17,579 | ||||||||||||||||||||||||||
(1) Adjusted effective tax rate was approximately 24.2% for the nine months ended September 30, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $40,946 and the denominator is $168,843, which equals adjusted net income of $127,897 plus adjusted income tax expense.
15
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following tables set forth reconciliations of Net cash provided by (used in) operating activities from continuing and discontinued operations to Free cash flow from continuing and discontinued operations and Transaction adjusted free cash flow from continuing and discontinued operations:
| 2026 | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||||||||||||
| Net cash provided by (used in) operating activities from continuing and discontinued operations | $ | 29,953 | $ | 88,963 | $ | (77,099) | $ | — | $ | 41,817 | |||||||||||||||||||
| Less: Purchases of property and equipment | (33,127) | (34,999) | (22,966) | — | (91,092) | ||||||||||||||||||||||||
| Free cash flow from continuing and discontinued operations | (3,174) | 53,964 | (100,065) | — | (49,275) | ||||||||||||||||||||||||
| Cash taxes related to sale of the Connectivity business | — | — | 54,994 | — | 54,994 | ||||||||||||||||||||||||
| Cash paid for transaction costs related to sale of the Connectivity business | 2,744 | 6,509 | 35,090 | — | 44,343 | ||||||||||||||||||||||||
| Transaction adjusted free cash flow from continuing and discontinued operations | $ | (430) | $ | 60,473 | $ | (9,981) | $ | — | $ | 50,062 | |||||||||||||||||||
| 2025 | Q1 | 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 | ||||||||||||||||||||||||
| Cash taxes related to sale of the Connectivity business | — | — | — | — | — | ||||||||||||||||||||||||
| Cash paid for transaction costs related to sale of the Connectivity business | — | — | 34 | 674 | 708 | ||||||||||||||||||||||||
| Transaction adjusted free cash flow from continuing and discontinued operations | $ | (5,006) | $ | 26,941 | $ | 108,197 | $ | 158,446 | $ | 288,578 | |||||||||||||||||||
16
www.ziffdavis.com©2026 Ziff Davis. All rights reserved. THIRD QUARTER 2026 RESULTS November 5, 2026 Exhibit 99.2
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 November 5, 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 risks 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 realize the anticipated benefits from the divestiture of the Connectivity business; the Company's ability to drive 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 changes in 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 the property of their respective owners. Any references to third-party trademarks are for identification purposes only and are intended to 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 the Company, 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 the Company's 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 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; and adhering to our internal controls and procedures; • Compete with other similar providers with regard to price, service, and 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; • Realize the anticipated benefits from the divestiture of our Connectivity business; • Continue to expand our businesses and operations internationally in the light 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;
4 $306.5 $289.3 Q3 2025 Q3 2026 (5.6)% $97.8 $82.2 Q3 2025 Q3 2026 $1.40 $1.39 Q3 2025 Q3 2026 (16.0)% (0.7)% Adjusted EBITDA (2) (in millions) Adjusted diluted EPS (2) Revenues (in millions) Q3 2026 Consolidated Financial Snapshot - Continuing Operations (1) 1. During the second quarter of 2026, the Company completed the sale of 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 (used in) operating activities, Free cash flow, and Transaction adjusted free cash flow from continuing and discontinued operations, 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 was no longer a reportable segment. 2. See "Supplemental Information" for non-GAAP reconciliations.
5 $101 $98 Q3 2025 Q3 2026 Revenue by Type - Continuing Operations (1)(2) $202 $186 Q3 2025 Q3 2026 (7.7)% 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) (2.7)% Advertising and Performance Marketing Subscription and Licensing
6 $84.2 $78.2 $2.8 $3.7 Q3 2025 Q3 2026 $27.4 $21.8 32.2% 26.6% Q3 2025 Q3 2026 Q3 2026 Technology & Shopping Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (3.8)% (20.4)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $85.2 $82.0($1.8)
7 $18.7 $15.0 39.2% 32.2% Q3 2025 Q3 2026 $31.9 $30.7 $15.7 $15.8 $0.1 Q3 2025 Q3 2026 Q3 2026 Gaming & Entertainment Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (2.1)% (19.8)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $47.6 $46.6
8 $38.0 $32.6 37.2% 35.2% Q3 2025 Q3 2026 $85.6 $77.3 $13.7 $13.5 $3.0 $1.7 Q3 2025 Q3 2026 Q3 2026 Health & Wellness Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (9.5)% (14.3)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $102.3 $92.5
9 $24.1 $22.7 33.7% 33.2% Q3 2025 Q3 2026 $69.1 $65.5 $2.3 $2.8 Q3 2025 Q3 2026 Q3 2026 Cybersecurity & Martech Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (4.6)% (5.8)% Other Subscription and Licensing 1. See "Supplemental Information" for non-GAAP reconciliations. $71.4 $68.2
10 ($ in millions) September 30, 2026 Cash and Cash Equivalents $ 1,408 Long-term Investments 100 Total Cash, Cash Equivalents, and Long-term Investments $ 1,508 4.625% Senior Notes $ 460 1.75% Convertible Notes (1) 149 3.625% Convertible Notes 263 Total Gross Debt (2) $ 872 Multiple of Q3 2026 TTM Adj. EBITDA Gross Debt $ 872 2.5x Net Cash (Cash less Gross Debt) $ 535 1.5x Net Cash & Investments (Cash + Investments less Gross Debt) $ 635 1.8x Ziff Davis Capital Structure 1. Subsequent to September 30, 2026, the Company repaid 1.75% Convertible Notes that were coming due, including $149.1 million principal and $1.3 million of accrued interest. 2. Reflects the outstanding principal amount of gross debt.
11 Ending Shares Outstanding (in millions) Ziff Davis Share Count (1) 1. Share count as of November 2, 2026. 47.3 46.1 42.9 38.4 33.1 2022 YE 2023 YE 2024 YE 2025 YE 2026 YTD
SUPPLEMENTAL INFORMATION
13 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; Long-lived 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; Long-lived 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). Transaction adjusted 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), and adjusted for cash payments related to the sale of the Connectivity business, including taxes, advisory fees, employee incentives, as well as certain other costs related to the sale. 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.
14 Quarterly Results from Continuing Operations Q3 2026 Q2 2026 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 $ 289,326 $ 286,738 $ 267,641 $ 1,220,535 $ 346,384 $ 306,532 $ 294,803 $ 272,816 Adjusted EBITDA $ 82,220 $ 76,844 $ 63,357 $ 381,385 $ 132,375 $ 97,845 $ 79,783 $ 71,382 Adjusted net income $ 48,304 $ 37,847 $ 27,546 $ 207,858 $ 79,961 $ 56,818 $ 38,083 $ 32,996 Adjusted diluted EPS $ 1.39 $ 1.03 $ 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.
15 $ in 000's Ziff Davis Three months ended September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 Net (loss) income from continuing operations $ (28,692) $ (52,153) $ (775) $ (17,962) $ (15,957) $ 14,308 Interest (income) expense, net (1,825) 5,770 6,896 6,764 6,541 6,584 Loss on sale of businesses — — — 57,988 — — Gain on investment, net — — — — (678) (4,340) Provision for credit losses on investments — — — — 17,566 — Other loss (income), net 179 586 (688) 717 (4,060) 2,402 Income tax expense (benefit) (3,335) 941 2,637 (1,947) 8,037 (69) Loss (income) from equity method investment, net of tax 63 133 (5,138) 19,729 (38) (5,115) Depreciation and amortization 45,682 46,874 44,878 50,675 50,203 50,334 Share-based compensation 12,841 11,520 8,548 10,272 11,312 10,848 Transaction, integration, and other charges 13,219 5,092 6,632 4,190 6,619 3,980 Long-lived asset impairments and other charges 14,538 3,242 367 1,949 721 851 Goodwill impairment 29,550 54,839 — — 17,579 — Adjusted EBITDA $ 82,220 $ 76,844 $ 63,357 $ 132,375 $ 97,845 $ 79,783 Non-GAAP reconciliation: Adjusted EBITDA
16 $ in 000's, except per share amounts Ziff Davis Three months ended September 30, 2026 Per diluted share (1) June 30, 2026 Per diluted share (1) 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) Net (loss) income from continuing operations $ (28,692) $ (0.85) $ (52,153) $ (1.43) $ (775) $ (0.02) $ (17,962) $ (0.46) $ (15,957) $ (0.39) $ 14,308 $ 0.34 Interest, net 65 — 75 — 95 — 85 — 62 — 61 — Loss on sale of businesses — — — — — — 43,491 1.11 — — — — Gain 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 63 — 133 — (5,138) (0.14) 19,729 0.51 (38) — (5,115) (0.13) Amortization 17,807 0.51 19,249 0.52 19,563 0.52 19,900 0.51 23,453 0.58 22,397 0.54 Share-based compensation 9,561 0.28 9,120 0.25 7,590 0.20 8,712 0.22 8,866 0.22 7,051 0.17 Transaction, integration, and other charges 10,693 0.31 4,116 0.11 5,905 0.16 4,402 0.11 5,366 0.13 3,045 0.07 Long-lived asset impairments and other charges 10,741 0.31 2,468 0.07 306 0.01 1,604 0.04 599 0.02 676 0.02 Goodwill impairment 28,066 0.81 54,839 1.49 — — — — 17,579 0.43 — — Adjusted net income $ 48,304 $ 1.39 $ 37,847 $ 1.03 $ 27,546 $ 0.73 $ 79,961 $ 2.04 $ 56,818 $ 1.40 $ 38,083 $ 0.91 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.
17 Q3 2026 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Corporate Total $ in 000's Revenues $ 81,980 $ 46,599 $ 92,545 $ 68,202 $ — $ 289,326 Operating (loss) income $ (38,798) $ 11,057 $ 17,312 $ 4,081 $ (27,262) $ (33,610) Depreciation and amortization 20,284 3,479 12,576 9,185 158 45,682 Share-based compensation 1,883 677 2,360 1,368 6,553 12,841 Transaction, integration, and other charges 1,530 811 306 (189) 10,761 13,219 Long-lived asset impairments and other charges 7,350 (1,041) — 8,229 — 14,538 Goodwill impairment 29,550 — — — — 29,550 Adjusted EBITDA $ 21,799 $ 14,983 $ 32,554 $ 22,674 $ (9,790) $ 82,220 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q3 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 85,189 $ 47,578 $ 102,306 $ 71,459 $ — $ 306,532 Operating income (loss) $ 48 $ 14,688 $ 22,858 $ (6,425) $ (19,758) $ 11,411 Depreciation and amortization 22,599 2,949 13,406 11,121 128 50,203 Share-based compensation 1,422 429 1,698 1,235 6,528 11,312 Transaction, integration, and other charges 2,640 507 152 505 2,815 6,619 Long-lived asset impairments and other charges 684 100 (106) 43 — 721 Goodwill impairment — — — 17,579 — 17,579 Adjusted EBITDA $ 27,393 $ 18,673 $ 38,008 $ 24,058 $ (10,287) $ 97,845 1. Includes certain allocated overhead expenses previously reported in the Connectivity reportable segment.
18 Q3 2026 GAAP amount Interest, net Provision for credit losses on investments (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Long-lived asset impairments and other charges Goodwill impairment Adjusted non- GAAP amount $ in 000's 0 Direct costs $(43,640) $– $– $– $– $70 $173 $– $– $(43,397) Sales and marketing $(126,149) – – – – 1,411 2,032 – – $(122,706) Research, development, and engineering $(13,629) – – – – 1,076 750 – – $(11,803) General, administrative, and other related costs $(64,286) – – – – 10,284 10,259 14,538 – $(29,205) Depreciation and amortization $(45,682) – – – 24,595 – – – – $(21,087) Goodwill impairment $(29,550) – – – – – – – 29,550 $– Interest income $1,825 87 – – – – – – – $1,912 Other loss, net $(179) – – – – – – – – $(179) Income tax benefit (expense) (1) $3,335 (22) – – (6,788) (3,280) (2,521) (3,797) (1,484) $(14,557) Loss from equity method investment, net of tax $(63) – – 63 – – – – – $– Total non-GAAP adjustments $65 $— $63 $17,807 $9,561 $10,693 $10,741 $28,066 Q3 2025 GAAP amount Interest, net (Gain) loss on investments , net Provision for credit losses on investments (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Long-lived asset impairments and other charges Goodwill impairment Adjusted non- GAAP amount $ in 000's Direct costs $(44,009) $– $– $– $– $– $56 $– $– $– $(43,953) Sales and marketing $(122,308) – – – – – 1,019 2,741 – – $(118,548) Research, development, and engineering $(13,319) – – – – – 810 391 – – $(12,118) General, administrative, and other related costs $(47,703) – – – – – 9,427 3,486 721 – $(34,069) Depreciation and amortization $(50,203) – – – – 30,328 – – – – $(19,875) Goodwill impairment $(17,579) – – – – – – – – 17,579 $– Interest expense $(6,541) 83 – – – – – – – – $(6,458) Gain on investments, net $678 – (678) – – – – – – – $– Provision for credit losses on investments $(17,566) – – 17,566 – – – – – – $– Other income, net $4,060 – – – – – – – (119) – $3,941 Income tax expense (2) $(8,037) (21) – – – (6,875) (2,446) (1,252) (3) – $(18,634) Income from equity method investment, net of tax $38 – – – (38) – – – – – $– Total non-GAAP adjustments $62 $(678) $17,566 $(38) $23,453 $8,866 $5,366 $599 $17,579 1. Adjusted effective tax rate was approximately 23.2% for the three months ended September 30, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $14,557 and the denominator is $62,861, which equals adjusted net income of $48,304 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 24.7% for the three months ended September 30, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $18,634 and the denominator is $75,452, which equals adjusted net income of $56,818 plus adjusted income tax expense. Q3 2026 and Q3 2025 Reconciliation of GAAP to Non-GAAP Financial Measures
19 $ in 000's Ziff Davis Three months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 Net cash (used in) provided by operating activities from continuing and discontinued operations $ (77,099) $ 138,299 $ 41,817 $ 215,986 Less: Purchases of property and equipment (22,966) (30,136) (91,092) (85,888) Free cash flow from continuing and discontinued operations (100,065) 108,163 (49,275) 130,098 Cash taxes related to sale of the Connectivity business 54,994 — 54,994 — Cash paid for transaction costs related to sale of the Connectivity business 35,090 34 44,343 34 Transaction adjusted free cash flow from continuing and discontinued operations $ (9,981) $ 108,197 $ 50,062 $ 130,132 Non-GAAP reconciliation: Free Cash Flow from Continuing and Discontinued Operations
20 2025 2026 Q3 Q3 Technology & Shopping Net advertising and performance marketing revenue retention (1) 94.0% 87.0% Customers (2) 634 717 Quarterly revenue per customer (3) $132,849 $109,111 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 88.8% 84.7% Customers (2) 431 537 Quarterly revenue per customer (3) $74,053 $57,224 Health & Wellness Net advertising and performance marketing revenue retention (1) 102.1% 95.9% Customers (2) 825 723 Quarterly revenue per customer (3) $103,132 $106,710 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 and those of certain newly acquired businesses. 3. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2).
21 2025 2026 Q3 Q3 Gaming & Entertainment Customers (1)(2) 514,000 483,000 Average quarterly revenue per customer (2)(3) $30.49 $32.66 Health & Wellness Customers (1)(2) 1,902,000 1,480,000 Average quarterly revenue per customer (2)(3) $7.17 $8.41 Cybersecurity & Martech Customers (1)(4) 1,232,000 1,223,000 Average quarterly revenue per customer (3) $56.13 $53.50 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 licenses, for which when applicable, revenue is recorded at a point in time rather than over-time. For the three months ended September 30, 2026, a licensing arrangement totaling $1.0 million of revenue at the Health & Wellness reportable segment was excluded from the above metrics as its nature and size were significantly different from the other components of the metrics presented for the Health & Wellness reportable segment. 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.