zd-20251106
0001084048false00010840482025-11-062025-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

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

Date of Report (date of earliest event reported) November 6, 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueZDNasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

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




Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, 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, 2025 and reaffirming its financial guidance for fiscal year 2025.

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 7, 2025, at 8:30 a.m. Eastern Time, the Company will host its third quarter 2025 earnings conference call and webcast. Via the webcast, the Company will present portions of its November 2025 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter ended September 30, 2025, financial estimates for fiscal year 2025, 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 NumberDescription
104Cover 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 6, 2025. 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 6, 2025By:/s/ Jeremy Rossen
    Jeremy Rossen
Executive Vice President, General Counsel and Secretary

Exhibit 99.1
Ziff Davis Reports Third Quarter 2025 Financial Results and
Reaffirms 2025 Guidance

NEW YORK, NY -- November 6, 2025 -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the third quarter ended September 30, 2025.
In addition, consistent with ongoing efforts to maximize value for shareholders, and following inbound interest from third parties regarding certain of our businesses, Ziff Davis has engaged outside advisors to assist in evaluating value-creating opportunities, including the potential sale of entire divisions of the Company. No final decisions have been made to date, and there is no assurance that any transactions will occur. The Company also intends to continue its share repurchase program.
“During the third quarter, we delivered our fifth consecutive quarter of revenue growth and generated strong free cash flow,” said Vivek Shah, Chief Executive Officer of Ziff Davis. “In addition, we continue to pursue multiple avenues to create value for our shareholders and look forward to working with our advisors to assess interest in certain of our businesses.”
THIRD QUARTER 2025 RESULTS

Q3 2025 quarterly revenues (1) increased 2.9% to $363.7 million compared to $353.6 million for Q3 2024. 
Income (loss) from operations increased 197.0% to $28.4 million compared to $(29.3) million for Q3 2024. This includes a $17.6 million goodwill impairment recognized in Q3 2025 compared to a $85.3 million goodwill impairment recognized in Q3 2024.
Net loss (2) decreased to $(3.6) million compared to $(48.6) million for Q3 2024. This includes a $17.6 million goodwill impairment recognized in Q3 2025 compared to a $85.3 million goodwill impairment recognized in Q3 2024.
Net loss per diluted share (2) decreased to $(0.09) in Q3 2025 compared to $(1.11) for Q3 2024.
Adjusted EBITDA (3) for the quarter decreased to $124.1 million compared to $124.7 million for Q3 2024.
Adjusted net income (2) (3) decreased to $71.5 million compared to $72.1 million for Q3 2024.
Adjusted net income per diluted share (2)(3) (or “Adjusted diluted EPS”) for the quarter increased 7.3% to $1.76 compared to $1.64 for Q3 2024.
Net cash provided by operating activities was $138.3 million in Q3 2025 compared to $106.0 million in Q3 2024. Free cash flow (3) was $108.2 million in Q3 2025 compared to $80.1 million in Q3 2024.
Ziff Davis deployed approximately $16.7 million for current and prior year acquisitions during the quarter and $44.4 million related to share repurchases in Q3 2025.

The following table reflects results for the three and nine months ended September 30, 2025 and 2024, respectively (in millions, except per share amounts).
(Unaudited)
Three months ended September 30,% ChangeNine months ended September 30,% Change
2025202420252024
Revenues (1)
Technology & Shopping$85.2$87.1(2.2)%$247.7$229.08.2%
Gaming & Entertainment$47.6$49.7(4.3)%$131.9$129.31.9%
Health & Wellness$102.3$90.812.7%$287.5$256.712.0%
Connectivity$57.2$56.02.2%$170.4$159.46.9%
Cybersecurity & Martech$71.4$70.02.0%$207.1$214.5(3.4)%
Total revenues (1)
$363.7$353.62.9%$1,044.6$988.95.6%
Income (loss) from operations
$28.4$(29.3)197.0%$97.0$35.1176.3%
Operating income margin
7.8%(8.3)%16.1%9.3%3.6%5.7%
Net (loss) income (2)
$(3.6)$(48.6)92.6%$47.0$(1.0)NM
Net (loss) income per diluted share (2)
$(0.09)$(1.11)91.9%$1.13$(0.02)NM
Adjusted EBITDA (3)
$124.1$124.7(0.5)%$331.9$321.73.2%
Adjusted EBITDA margin (3)
34.1%35.3%(1.2)%31.8%32.5%(0.7)%
Adjusted net income (2)(3)
$71.5$72.1(0.8)%$172.0$184.3(6.6)%
Adjusted diluted EPS (2)(3)
$1.76$1.647.3%$4.12$4.081.0%
Net cash provided by operating activities
$138.3$106.030.5%$216.0$232.1(6.9)%
Free cash flow (3)
$108.2$80.135.0%$130.1$152.6(14.7)%
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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. Prior period segment information is presented on a comparable basis to conform to our new segment presentation with no effect on previously reported consolidated results.
(2)
GAAP effective tax rates were approximately 139.8% and (34.9)% for the three months ended September 30, 2025 and 2024, respectively, and 42.2% and 149.0% for the nine months ended September 30, 2025 and 2024, respectively. Adjusted effective tax rates were approximately 25.2% and 24.3% for the three months ended September 30, 2025 and 2024, respectively, and 24.6% and 23.9% for the nine months ended September 30, 2025 and 2024, respectively.
(3)For definitions of non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures refer to section “Non-GAAP Financial Measures” further in this release.

ZIFF DAVIS GUIDANCE

The Company reaffirms its guidance for fiscal year 2025 as follows (in millions, except per share data):
2025 Range of Estimates
LowHigh
Revenues
$1,442 $1,502 
Adjusted EBITDA$505 $542 
Adjusted diluted EPS (1)
$6.64 $7.28 
(1) It is anticipated that the Adjusted effective tax rate for 2025 will be between 23.25% and 25.25%.

A reconciliation of forward-looking Adjusted EBITDA and Adjusted diluted EPS to the corresponding GAAP financial measures is not available without unreasonable effort due primarily to variability and difficulty in making accurate forecasts and projections of certain non-operating items such as (Gain) loss on investments, net, Other (income) loss, net, and other unanticipated items that may arise in the future.

EARNINGS CONFERENCE CALL AND AUDIO WEBCAST

Ziff Davis will host a live audio webcast and conference call discussing its third quarter 2025 financial results on Friday, November 7, 2025, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com.

ABOUT ZIFF DAVIS

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

CONTACT:

Investor Relations
Ziff Davis, Inc.
[email protected]

Corporate Communications
Ziff Davis, Inc.
[email protected]

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those contained in Vivek Shah’s quote, and the “Ziff Davis Guidance” section regarding the Company’s expected fiscal 2025 financial performance. 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; 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
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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 Ziff Davis’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Ziff Davis, refer to our most recent Annual Report on Form 10-K and the other reports filed by Ziff Davis from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Vivek Shah’s quote and in the “Ziff Davis Guidance” portion regarding the Company’s expected fiscal 2025 financial performance 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.
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ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
September 30, 2025December 31, 2024
ASSETS  
Cash and cash equivalents$503,368 $505,880 
Accounts receivable, net of allowances of $8,430 and $8,148, respectively
473,159 660,223 
Prepaid expenses and other current assets148,022 105,966 
Total current assets1,124,549 1,272,069 
Long-term investments119,557 158,187 
Property and equipment, net of accumulated depreciation of $443,246 and $361,710, respectively
207,854 197,216 
Intangible assets, net375,321 425,749 
Goodwill1,606,184 1,580,258 
Deferred income taxes7,515 7,487 
Other assets35,954 63,368 
TOTAL ASSETS$3,476,934 $3,704,334 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Accounts payable and accrued expenses$472,066 $670,769 
Income taxes payable, current5,508 19,715 
Deferred revenue, current203,141 199,664 
Other current liabilities17,291 9,499 
Total current liabilities698,006 899,647 
Long-term debt865,937 864,282 
Deferred revenue, noncurrent5,622 5,504 
Liability for uncertain tax positions24,163 30,296 
Deferred income taxes45,398 46,018 
Other noncurrent liabilities38,899 47,705 
TOTAL LIABILITIES1,678,025 1,893,452 
Common stock400 428 
Additional paid-in capital 482,667 491,891 
Retained earnings1,374,616 1,401,034 
Accumulated other comprehensive loss(58,774)(82,471)
TOTAL STOCKHOLDERS’ EQUITY1,798,909 1,810,882 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$3,476,934 $3,704,334 

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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,
2025202420252024
Total revenues$363,711 $353,580 $1,044,556 $988,865 
Operating costs and expenses:
Direct costs53,152 51,170 149,334 147,081 
Sales and marketing137,835 127,418 407,113 369,184 
Research, development, and engineering15,402 15,255 47,756 49,824 
General, administrative, and other related costs53,996 52,417 154,976 150,432 
Depreciation and amortization57,319 51,351 170,757 151,945 
Goodwill impairment17,579 85,273 17,579 85,273 
Total operating costs and expenses335,283 382,884 947,515 953,739 
Income (loss) from operations28,428 (29,304)97,041 35,126 
Interest expense, net(6,496)(4,024)(19,150)(7,597)
Loss on sale of businesses— — — (3,780)
Gain (loss) on investments, net678 — 5,018 (7,654)
Provision for credit losses on investments(17,566)— (17,566)— 
Other income (loss), net4,098 (2,633)(4,491)2,530 
Income (loss) before income tax expense and income (loss) from equity method investment9,142 (35,961)60,852 18,625 
Income tax expense(12,778)(12,539)(25,651)(27,760)
Income (loss) from equity method investment, net of tax38 (77)11,783 8,095 
Net (loss) income$(3,598)$(48,577)$46,984 $(1,040)
Net (loss) income per common share:
Basic$(0.09)$(1.11)$1.13 $(0.02)
Diluted$(0.09)$(1.11)$1.13 $(0.02)
Weighted average shares outstanding:
Basic40,558,629 43,924,158 41,609,182 45,088,272 
Diluted40,558,629 43,924,158 41,685,149 45,088,272 
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ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
                                                              Nine months ended September 30,
20252024
Cash flows from operating activities:
Net income (loss)$46,984 $(1,040)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization170,757 151,945 
Non-cash operating lease costs5,603 8,392 
Share-based compensation33,676 30,633 
Provision for credit losses on accounts receivable2,493 2,289 
Provision for credit losses on investments17,566 — 
Deferred income taxes, net1,167 (14,575)
Loss on sale of businesses— 3,780 
Goodwill impairment
17,579 85,273 
Changes in fair value of contingent consideration(2,834)— 
Income from equity method investments, net(11,783)(8,095)
(Gain) loss on investments, net(5,018)7,654 
Other2,403 2,390 
Decrease (increase) in:
Accounts receivable187,760 46,576 
Prepaid expenses and other current assets(10,325)(8,152)
Other assets14,658 (2,794)
Increase (decrease) in:
Accounts payable(240,398)(66,313)
Deferred revenue(4,708)9,269 
Accrued liabilities and other current liabilities(9,594)(15,150)
Net cash provided by operating activities215,986 232,082 
Cash flows from investing activities:
Purchases of property and equipment(85,888)(79,476)
Acquisitions, net of cash received(67,086)(211,526)
Distribution from equity method investment10,756 — 
Proceeds from sale of equity investments25,250 19,455 
Proceeds from sale of equity method investment860 — 
Proceeds from sale of businesses, net of cash divested— 7,860 
Other(263)(884)
Net cash used in investing activities(116,371)(264,571)
Cash flows from financing activities:
Payment of debt— (134,989)
Repurchase of common stock(113,221)(183,981)
Issuance of common stock under employee stock purchase plan3,751 4,525 
Deferred payments for acquisitions(213)(7,442)
Other(1,783)(1,209)
Net cash used in financing activities
(111,466)(323,096)
Effect of exchange rate changes on cash and cash equivalents9,339 4,095 
Net change in cash and cash equivalents(2,512)(351,490)
Cash and cash equivalents at beginning of period
505,880 737,612 
Cash and cash equivalents at end of period
$503,368 $386,122 
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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, 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) with adjustments to reflect the addition or elimination of certain items including, but not limited to:
Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from the interest earned on cash, cash equivalents, and investments;
(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this (gain) loss does not represent recurring core business operating results of the Company;
(Gain) loss on sale of businesses. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
(Gain) loss on investments, net. This item includes realized gains and losses, unrealized gains and losses, and impairment charges on debt and equity investments. The amount of gain or loss depends on the share price for investments with readily determinable fair value and on observable price changes for investments without a readily determinable fair value, and does not represent core business operating results of the Company;
Provision for credit losses on investments. This is a non-cash expense that includes changes in the provision for credit losses on investments of the Company in debt and equity instruments and does not represent recurring core business operating results of the Company;
Other (income) loss, net. This income or expense relates to other non-operating items and does not represent recurring core business operating results of the Company;
Income tax (benefit) expense. This benefit or expense depends on the pre-tax loss or income of the Company, statutory tax rates, tax regulations, and different tax rates in various jurisdictions in which the Company operates and which the Company does not have the control over;
(Income) loss from equity method investment, net of tax. This is a non-cash income or expense as it relates primarily to our investment in OCV Fund I, LP (the “OCV Fund”). We believe that gain or loss resulting from our equity method investment does not represent core business operating results of the Company;
Depreciation and amortization. This is a non-cash expense at it relates to use and associated reduction in value of certain assets including equipment, fixtures, and certain capitalized internal-use software and website development costs, and identifiable definite-lived intangible assets of the acquired businesses;
Share-based compensation. This is a non-cash expense as it relates to awards granted under the various share-based incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
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Transaction, integration, and other charges. This includes expenses associated with the acquisition or disposal of certain businesses, lease agreement terminations, retention bonuses, and other transaction-specific items, as well as certain other items, such as severance, adjustments to contingent consideration, third-party debt modification costs, litigation costs from discrete, complex, or unusual proceedings, and legal settlements. These expenses do not represent core business operating results of the Company;
Lease asset impairments and other charges. These expenses are incurred in connection with impaired right-of-use (“ROU”) assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and
Goodwill impairment. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent core business operating results of the Company.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues.
Adjusted net income (loss) is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to:
Interest, net. This reflects the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with the 1.75% Convertible Notes, offset in part by a certain interest income earned by the Company. These net expenses do not represent core business operating results of the Company;
(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this gain or loss does not represent recurring core business operating results of the Company;
(Gain) loss on sale of businesses. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
(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;
Lease asset impairments and other charges. These expenses are incurred in connection with impaired ROU assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and
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) by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution.
Free cash flow is defined as Net cash provided by operating activities, less purchases of property and equipment, plus changes in contingent consideration (if any).
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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), generally based upon the effective marginal tax rate of each adjustment.

9


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 income to Adjusted EBITDA:
Three months ended September 30,Nine months ended September 30,
2025202420252024
Net (loss) income
$(3,598)$(48,577)$46,984 $(1,040)
Interest expense, net6,496 4,024 19,150 7,597 
Loss on sale of businesses
— — — 3,780 
(Gain) loss on investment, net(678)— (5,018)7,654 
Provision for credit losses on investments17,566 — 17,566 — 
Other (income) loss, net
(4,098)2,633 4,491 (2,530)
Income tax expense
12,778 12,539 25,651 27,760 
Income from equity method investment, net of tax
(38)77 (11,783)(8,095)
Depreciation and amortization57,319 51,351 170,757 151,945 
Share-based compensation12,197 10,161 33,676 30,633 
Transaction, integration, and other charges7,815 6,683 11,246 17,359 
Lease asset impairments and other charges721 527 1,592 1,370 
Goodwill impairment
17,579 85,273 17,579 85,273 
Adjusted EBITDA$124,059 $124,691 $331,891 $321,706 


10


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
    
The following table sets forth Revenues and a reconciliation of (Loss) income from operations to Adjusted EBITDA by segment:
Three months ended September 30, 2025
Technology & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & Martech
Corporate (1)
Total
Revenues$85,189 $47,578 $102,306 $57,179 $71,459 $— $363,711 
Income (loss) from operations
$48 $14,688 $22,858 $16,456 $(6,425)$(19,197)$28,428 
Depreciation and amortization22,599 2,949 13,406 7,116 11,121 128 57,319 
Share-based compensation1,422 429 1,698 885 1,235 6,528 12,197 
Transaction, integration, and other charges2,640 507 152 1,005 505 3,006 7,815 
Lease asset impairments and other charges684 100 (106)— 43 — 721 
Goodwill impairment
— — — — 17,579 — 17,579 
Adjusted EBITDA$27,393 $18,673 $38,008 $25,462 $24,058 $(9,535)$124,059 

Three months ended September 30, 2024
Technology & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & 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 amortization20,334 2,631 12,505 7,867 7,980 34 51,351 
Share-based compensation1,047 365 1,343 623 1,178 5,605 10,161 
Transaction, integration, and other charges2,705 154 145 160 473 3,046 6,683 
Lease asset impairments and other charges426 (1)— — 98 527 
Goodwill impairment
85,273 — — — — — 85,273 
Adjusted EBITDA$31,170 $18,193 $32,240 $29,463 $24,620 $(10,995)$124,691 
Figures above are net of inter-segment revenues and operating costs and expenses. Prior period segment information is presented on a comparable basis to conform to our new segment presentation with no effect on previously reported consolidated results.
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
11


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 income (loss) to Adjusted net income with adjustments presented on after-tax basis:
Three months ended September 30,
2025
Per diluted share (1)
2024
Per diluted share (1)
Net loss$(3,598)$(0.09)$(48,577)$(1.11)
Interest, net62 — 60 — 
Gain on sale of businesses— — (9)— 
Gain on investments, net(678)(0.02)— — 
Provision for credit losses on investments17,566 0.43 — — 
(Income) loss from equity method investment, net of tax (38)— 77 — 
Amortization24,015 0.59 20,748 0.47 
Share-based compensation9,634 0.24 8,628 0.20 
Transaction, integration, and other charges6,355 0.16 5,480 0.13 
Lease asset impairment and other charges573 0.01 381 0.01 
Goodwill impairment17,579 0.43 85,273 1.94 
Adjusted net income$71,470 $1.76 $72,061 $1.64 


Nine months ended September 30,
2025
Per diluted share (1)
2024
Per diluted share (1)
Net income (loss)$46,984 $1.13 $(1,040)$(0.02)
Interest, net184 — 72 — 
Loss on sale of business— — 103 — 
(Gain) loss on investments, net(5,018)(0.12)7,077 0.15 
Provision for credit losses on investments17,566 0.42 — — 
Income from equity method investment, net(11,783)(0.28)(8,095)(0.18)
Amortization69,066 1.66 62,012 1.38 
Share-based compensation27,292 0.65 25,835 0.57 
Transaction, integration, and other charges8,916 0.21 11,997 0.27 
Lease asset impairment and other charges1,256 0.03 1,038 0.02 
Goodwill impairment17,579 0.42 85,273 1.89 
Adjusted net income$172,042 $4.12 $184,272 $4.08 

(1) The reconciliation of Net income (loss) per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.
12


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, 2025
GAAP amountAdjustments
Adjusted
 non-GAAP amount
Interest, net(Gain) loss on investments, netProvision for credit losses on investments(Income) loss from equity method investments, netAmortizationShare-based compensationTransaction, integration, and other chargesLease asset impairments and other chargesGoodwill impairment
Direct costs
$(53,152)$— $— $— $— $— $72 $— $— $— $(53,080)
Sales and marketing$(137,835)— — — — — 1,320 2,753 — — $(133,762)
Research, development, and engineering$(15,402)— — — — — 934 391 — — $(14,077)
General, administrative, and other related costs
$(53,996)— — — — — 9,871 4,671 721 — $(38,733)
Depreciation and amortization$(57,319)— — — — 31,195 — — — — $(26,124)
Goodwill impairment$(17,579)— — — — — — — — 17,579 $— 
Interest expense, net$(6,496)83 — — — — — — — — $(6,413)
Gain on investments, net
$678 — (678)— — — — — — — $— 
Provision for credit losses on investments$(17,566)— — 17,566 — — — — — — $— 
Other income, net
$4,098 — — — — — — — (119)— $3,979 
Income tax expense (1)
$(12,778)(21)— — — (7,180)(2,563)(1,460)(29)— $(24,031)
Income from equity method investment, net of tax$38 — — — (38)— — — — — $— 
Total non-GAAP adjustments$62 $(678)$17,566 $(38)$24,015 $9,634 $6,355 $573 $17,579 
(1)    Adjusted effective tax rate was approximately 25.2% 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 $24,031 and the denominator is $95,501, which equals adjusted net income of $71,470 plus adjusted income tax expense.

13


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)

Three months ended September 30, 2024
GAAP amountAdjustmentsAdjusted
non-GAAP amount
Interest, net(Gain) loss on sale of businessProvision for credit losses on investments(Income) loss from equity method investments, netAmortizationShare-based compensationTransaction, integration, and other chargesLease asset impairments and other chargesGoodwill impairment
Direct costs
$(51,170)$— $— $— $— $— $68 $64 $— $— $(51,038)
Sales and marketing$(127,418)— — — — — 1,014 3,216 — — $(123,188)
Research, development, and engineering$(15,255)— — — — — 769 1,096 — — $(13,390)
General, administrative, and other related costs
$(52,417)— — — — — 8,310 2,307 527 — $(41,273)
Depreciation and amortization$(51,351)— — — — 28,503 — — — — $(22,848)
Goodwill impairment
$(85,273)— — — — — — — — 85,273 $— 
Interest expense, net$(4,024)80 — — — — — — — — $(3,944)
Other loss, net$(2,633)— (13)— — — — — — — $(2,646)
Income tax expense (1)
$(12,539)(20)— — (7,755)(1,533)(1,203)(146)— $(23,192)
Loss from equity method investment, net of tax$(77)— — — 77 — — — — — $— 
Total non-GAAP adjustments$60 $(9)$— $77 $20,748 $8,628 $5,480 $381 $85,273 
(1)     Adjusted effective tax rate was approximately 24.3% for the three months ended September 30, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $23,192 and the denominator is $95,253, which equals adjusted net income of $72,061 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 amountAdjustmentsAdjusted non-GAAP amount
Interest, net(Gain) loss on investments, netProvision for credit losses on investments(Income) loss from equity method investments, netAmortizationShare-based compensationTransaction, integration, and other chargesLease asset impairments and other chargesGoodwill impairment
Direct costs
$(149,334)$— $— $— $— $— $203 $60 $— $— $(149,071)
Sales and marketing$(407,113)— — — — — 3,655 4,972 — — $(398,486)
Research, development, and engineering$(47,756)— — — — — 2,661 629 — — $(44,466)
General, administrative, and other related costs
$(154,976)— — — — — 27,157 5,585 1,592 — $(120,642)
Depreciation and amortization$(170,757)— — — — 90,644 — — — — $(80,113)
Goodwill impairment
$(17,579)— — — — — — — — 17,579 $— 
Interest expense, net$(19,150)246 — — — — — — — — $(18,904)
Gain on investments, net$5,018 — (5,018)— — — — — — — $— 
Provision for credit losses on investments$(17,566)— — 17,566 — — — — — — $— 
Other loss, net
$(4,491)— — — — — — — (119)— $(4,610)
Income tax expense (1)
$(25,651)(62)— — — (21,578)(6,384)(2,330)(217)— $(56,222)
Income from equity method investment, net
$11,783 — — — (11,783)— — — — — $— 
Total non-GAAP adjustments$184 $(5,018)$17,566 $(11,783)$69,066 $27,292 $8,916 $1,256 $17,579 
(1)     Adjusted effective tax rate was approximately 24.6% 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 $56,222 and the denominator is $228,264, which equals adjusted net income of $172,042 plus adjusted income tax expense.

15


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)

Nine months ended September 30, 2024
GAAP amountAdjustmentsAdjusted non-GAAP amount
Interest, net(Gain) loss on sale of business(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensationTransaction, integration, and other chargesLease asset impairments and other chargesGoodwill impairment
Direct costs
$(147,081)$— $— $— $— $— $191 $335 $— $— $(146,555)
Sales and marketing$(369,184)— — — — — 2,865 5,706 — — $(360,613)
Research, development, and engineering$(49,824)— — — — — 2,930 2,630 — — $(44,264)
General, administrative, and other related costs
$(150,432)— — — — — 24,647 8,688 1,370 — $(115,727)
Depreciation and amortization$(151,945)— — — — 82,783 — — — — $(69,162)
Goodwill impairment
$(85,273)— — — — — — — — 85,273 $— 
Interest expense, net$(7,597)96 — — — — — — — — $(7,501)
Loss on sale of business
$(3,780)— 3,780 — — — — — — — $— 
Loss on investments, net$(7,654)— — 7,654 — — — — — — $— 
Other income (loss), net$2,530 — (4,903)— — — — (537)— — $(2,910)
Income tax expense (1)
$(27,760)(24)1,226 (577)— (20,771)(4,798)(4,825)(332)— $(57,861)
Income from equity method investment, net
$8,095 — — — (8,095)— — — — — $— 
Total non-GAAP adjustments$72 $103 $7,077 $(8,095)$62,012 $25,835 $11,997 $1,038 $85,273 
(1)     Adjusted effective tax rate was approximately 23.9% for the nine months ended September 30, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $57,861 and the denominator is $242,133, which equals adjusted net income of $184,272 plus adjusted income tax expense.
16


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)

The following tables set forth a reconciliation of Net cash provided by operating activities to Free cash flow:
2025Q1Q2Q3Q4YTD
Net cash provided by operating activities$20,613 $57,074 $138,299 $— $215,986 
Less: Purchases of property and equipment(25,619)(30,133)(30,136)— (85,888)
Free cash flow$(5,006)$26,941 $108,163 $— $130,098 
`

2024Q1Q2Q3Q4 YTD
Net cash provided by operating activities
$75,558 $50,564 $105,960 $158,233 $390,315 
Less: Purchases of property and equipment(28,129)(25,504)(25,843)(27,159)(106,635)
Free cash flow
$47,429 $25,060 $80,117 $131,074 $283,680 


17
www.ziffdavis.com©2025 Ziff Davis. All rights reserved. THIRD QUARTER 2025 RESULTS November 6, 2025 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, particularly those regarding our 2025 financial guidance. These forward-looking statements are based on management’s current expectations or beliefs as of November 6, 2025 (“Release Date”) and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions; 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 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 presentation, including those regarding our 2025 financial guidance, are based on limited information available to the Company as of the Release Date and are subject to change. Although management’s expectations may change after the Release Date, the Company undertakes no obligation to revise or update these statements. All information in this presentation speaks as of the Release Date and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information. Capitalized terms not otherwise defined in this presentation have the meanings set forth in the Company’s earnings press release issued on the Release Date. Third-Party Information Any third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. Any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. Industry, Market and Other Data Certain information that may be contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Non-GAAP Financial information Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP measures, as defined by Ziff Davis, may not be comparable to similar non-GAAP measures presented by other companies, limiting their usefulness for comparison purposes. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Ziff Davis’ future results or leverage will be unaffected by other unusual or non-recurring items. Please see the "Supplemental Information" to this presentation for details related to how we define these non-GAAP measures and reconciliations thereof to the most directly comparable GAAP measures. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these non- GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business. Safe Harbor for Forward-looking Statements


 
3 Some factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation include, but are not limited to, our ability and intention to: • Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure, or security breach; effectively maintaining and managing our billing systems; the time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures; • Compete with other similar providers with regard to price, service, functionality; • Achieve business and financial objectives in light of burdensome domestic and international laws and regulations, including those related to data privacy, access, security, retention, and sharing; • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return; • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, content, copyrights, patents, trademarks, and domain names from infringement by third parties, and avoid infringing upon the proprietary rights of others; • Manage certain risks associated with environmental, social, and governmental 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 our 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 filed by us with the SEC and the other reports we file from time to time with the SEC. • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of an economic downturn or recession, continuing inflation, 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 businesses 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; • Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations; • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added, and telecommunication taxes; • Manage certain risks related to the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence ("AI"); • Prevent system failures, security breaches, and other technological issues; • Achieve positive outcomes in our pending and future legal proceedings; • Accurately estimate the assumptions underlying our effective worldwide tax rate; • Maintain favorable relationships with critical third-party vendors that are financially stable; • 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; Risk Factors


 
4 $353.6 $363.7 Q3 2024 Q3 2025 2.9% $124.7 $124.1 Q3 2024 Q3 2025 $1.64 $1.76 Q3 2024 Q3 2025 (0.5)% 7.3% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) Q3 2025 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.


 
5 Revenue by Type (1)(2) $194 $205 Q3 2024 Q3 2025 5.9% 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". $147 $150 Q3 2024 Q3 2025 Quarterly Revenues (1) (in millions) Quarterly Revenues (1) (in millions) 2.0% Advertising and Performance Marketing Subscription and Licensing


 
6 $80.5 $84.2 $1.6 $2.8 $5.0 Q3 2024 Q3 2025 $31.2 $27.4 35.8% 32.2% Q3 2024 Q3 2025 Q3 2025 Technology & Shopping Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (2.2)% (12.1)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $87.1 $85.2 $(1.8)


 
7 $18.2 $18.7 36.6% 39.2% Q3 2024 Q3 2025 $34.9 $31.9 $14.8 $15.7 Q3 2024 Q3 2025 Q3 2025 Gaming & Entertainment Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 2.6% (4.3)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $49.7 $47.6


 
8 $32.2 $38.0 35.5% 37.2% Q3 2024 Q3 2025 $75.1 $85.6 $12.8 $13.7$2.9 $3.0 Q3 2024 Q3 2025 Q3 2025 Health & Wellness Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) Other Subscription and Licensing Advertising and Performance Marketing 12.7% 17.9% 1. See "Supplemental Information" for non-GAAP reconciliations. $90.8 $102.3


 
9 $3.1 $3.4 $48.3 $49.2 $4.5 $4.6 Q3 2024 Q3 2025 $29.5 $25.5 52.7% 44.5% Q3 2024 Q3 2025 Q3 2025 Connectivity Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) Other Subscription and Licensing Advertising and Performance Marketing 2.2% 1. See "Supplemental Information" for non-GAAP reconciliations. (13.6)% $56.0 $57.2


 
10 $24.6 $24.1 35.2% 33.7% Q3 2024 Q3 2025 $70.0 $69.1 Q3 2024 Q3 2025 Subscription and Licensing Q3 2025 Cybersecurity & Martech Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) 2.0% (2.3)% 1. See "Supplemental Information" for non-GAAP reconciliations. Other $70.0 $71.4 $2.3


 
11 ($ in millions) September 30, 2025 Cash and Cash Equivalents $ 503 Long-term Investments 120 Total Cash and Investments $ 623 4.625% Senior Notes $ 460 1.75% Convertible Notes 149 3.625% Convertible Notes 263 Total Gross Debt (1) $ 872 Multiple of Q3 2025 TTM Adj. EBITDA Gross Debt $ 872 1.7x Gross Debt less Cash $ 369 0.7x Gross Debt less Cash and Investments $ 249 0.5x Ziff Davis Capital Structure 1. Reflects the outstanding principal amount of gross debt.


 
2025 FINANCIAL GUIDANCE


 
13 Ziff Davis reaffirms its annual guidance for Revenues, Adjusted EBITDA, and Adjusted diluted EPS Ziff Davis FY 2025 Guidance Range $ in millions, except for per share amounts Low Midpoint High Midpoint YoY % Increase vs 2024A Revenues $1,442 $1,472 $1,502 5.0% Adjusted EBITDA (1) $505 $523 $542 6.0% Adjusted diluted EPS (1) $6.64 $6.96 $7.28 5.1% 1. See "Supplemental Information" for non-GAAP reconciliations. A reconciliation of forward-looking Adjusted EBITDA and Adjusted diluted EPS to the corresponding GAAP financial measures is not available without unreasonable effort due primarily to variability and difficulty in making accurate forecasts and projections of certain non-operating items such as (Gain) loss on investments, net, Other (income) loss, net, and other unanticipated items that may arise in the future. 2025 Guidance (Forward-Looking Statements)


 
SUPPLEMENTAL INFORMATION


 
15 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) with adjustments to reflect the addition or elimination of certain items including, but not limited to: Interest expense, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; Other (income) loss, net; Income tax (benefit) expense; (Income) loss from equity method investment, net of tax; Depreciation and amortization; Share-based compensation; Transaction, integration, and other charges; Lease asset impairments and other charges; and Goodwill impairment. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues. Adjusted net income (loss) is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to: Interest, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; (Income) loss from equity method investment, net of tax; Amortization; Share-based compensation; Transaction, integration, and other charges; Lease asset impairments and other charges; and Goodwill impairment. Adjusted diluted EPS is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution. Free cash flow is defined as Net cash provided by operating activities, less purchases of property and equipment, plus changes in contingent consideration (if any). Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss), generally based upon the effective marginal tax rate of each adjustment.


 
16 $ in 000's Ziff Davis Three months ended September 30, 2025 2024 Net loss $ (3,598) $ (48,577) Interest expense, net 6,496 4,024 Gain on investment, net (678) — Provision for credit losses on investments 17,566 — Other (income) loss, net (4,098) 2,633 Income tax expense 12,778 12,539 Income from equity method investment, net of tax (38) 77 Depreciation and amortization 57,319 51,351 Share-based compensation 12,197 10,161 Transaction, integration, and other charges 7,815 6,683 Lease asset impairments and other charges 721 527 Goodwill impairment 17,579 85,273 Adjusted EBITDA $ 124,059 $ 124,691 Non-GAAP reconciliation: Adjusted EBITDA


 
17 Q3 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 85,189 $ 47,578 $ 102,306 $ 57,179 $ 71,459 $ — $ 363,711 Income (loss) from operations $ 48 $ 14,688 $ 22,858 $ 16,456 $ (6,425) $ (19,197) $ 28,428 Depreciation and amortization 22,599 2,949 13,406 7,116 11,121 128 57,319 Share-based compensation 1,422 429 1,698 885 1,235 6,528 12,197 Transaction, integration, and other costs 2,640 507 152 1,005 505 3,006 7,815 Lease asset impairments and other charges 684 100 (106) — 43 — 721 Goodwill impairment — — — — 17,579 — 17,579 Adjusted EBITDA $ 27,393 $ 18,673 $ 38,008 $ 25,462 $ 24,058 $ (9,535) $ 124,059 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q3 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's 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 Transaction, integration, and other costs 2,705 154 145 160 473 3,046 6,683 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 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.


 
18 $ in 000's Ziff Davis Three months ended September 30, 2024 2025 Per diluted share (1) 2024 Per diluted share (1) Net loss $ (3,598) $ (0.09) $ (48,577) $ (1.11) Interest, net 62 — 60 — Gain on sale of businesses — — (9) — Gain on investments, net (678) (0.02) — — Provision for credit losses on investments 17,566 0.43 — — (Income) loss from equity method investment, net of tax (38) — 77 — Amortization 24,015 0.59 20,748 0.47 Share-based compensation 9,634 0.24 8,628 0.20 Transaction, integration, and other charges 6,355 0.16 5,480 0.13 Lease asset impairment and other charges 573 0.01 381 0.01 Goodwill impairment 17,579 0.43 85,273 1.94 Adjusted net income $ 71,470 $ 1.76 $ 72,061 $ 1.64 Non-GAAP reconciliation: Adjusted net income and Adjusted diluted EPS 1. The reconciliation of Net income (loss) per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.


 
19 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 Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's 0 0 Direct costs $(53,152) $– $– $– $– $– $72 $– $– $– $(53,080) Sales and marketing $(137,835) – – – – – 1,320 2,753 – – $(133,762) Research, development, and engineering $(15,402) – – – – – 934 391 – – $(14,077) General, administrative, and other related costs $(53,996) – – – – – 9,871 4,671 721 – $(38,733) Depreciation and amortization $(57,319) – – – – 31,195 – – – – $(26,124) Goodwill impairment $(17,579) – – – – – – – – 17,579 $– Interest expense $(6,496) 83 – – – – – – – – $(6,413) Gain on investment, net $678 – (678) – – – – – – – $– Provision for credit losses on investments $(17,566) – – 17,566 – – – – – – $– Other income, net $4,098 – – – – – – – (119) – $3,979 Income tax expense (1) $(12,778) (21) – – – (7,180) (2,563) (1,460) (29) – $(24,031) Income from equity method investment, net of tax $38 – – – (38) – – – – – $– Total non-GAAP adjustments $62 $(678) $17,566 $(38) $24,015 $9,634 $6,355 $573 $17,579 Q3 2024 GAAP amount Interest, net (Gain) loss on sale of business Provision for credit losses on investments (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's Direct costs $(51,170) $– $– $– $– $– $68 $64 $– $– $(51,038) Sales and marketing $(127,418) – – – – – 1,014 3,216 – – $(123,188) Research, development, and engineering $(15,255) – – – – – 769 1,096 – – $(13,390) General, administrative, and other related costs $(52,417) – – – – – 8,310 2,307 527 – $(41,273) Depreciation and amortization $(51,351) – – – – 28,503 – – – – $(22,848) Goodwill impairment $(85,273) – – – – – – – – 85,273 $– Interest expense $(4,024) 80 – – – – – – – – $(3,944) Other loss, net $(2,633) – (13) – – – – – – – $(2,646) Income tax expense (2) $(12,539) (20) 4 – – (7,755) (1,533) (1,203) (146) – $(23,192) Loss from equity method investment, net of tax $(77) – – – 77 – – – – – $– Total non-GAAP adjustments $60 $(9) $— $77 $20,748 $8,628 $5,480 $381 $85,273 1. Adjusted effective tax rate was approximately 25.2% 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 $24,031 and the denominator is $95,501, which equals adjusted net income of $71,470 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 24.3% for the three months ended September 30, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $23,192 and the denominator is $95,253, which equals adjusted net income of $72,061 plus adjusted income tax expense. Q3 2025 and Q3 2024 Reconciliation of GAAP to Non-GAAP Financial Measures


 
20 $ in 000's Ziff Davis Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net cash provided by operating activities $ 138,299 $ 105,960 $ 215,986 $ 232,082 Less: Purchases of property and equipment (30,136) (25,843) (85,888) (79,476) Free cash flow $ 108,163 $ 80,117 $ 130,098 $ 152,606 Non-GAAP reconciliation: Free Cash Flow


 
21 Organic Growth (1) 2023 2024 2025 Year over Year Growth Rates Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Organic Revenues (1) 0% (2%) 1% (4%) (1%) (3%) (2%) (1%) 4% (2%) Total Revenues (2%) (2%) 2% (2%) 4% 6% 3% 4% 10% 3% 1. The Company includes revenues from an acquired business in organic revenues in the first month in which the Company can compare that full month in the current year against the corresponding full month under its ownership in the prior year. Similarly, the Company excludes revenues from divested assets beginning with the quarter of the disposal of the asset, as well as from the prior year's comparable period(s). Beginning in Q2 2025, the Company excludes revenues from certain brands that are in managed decline. Revenues from these brands were $3.9 million in Q3 2025. Year over year organic growth rates have been recast for the periods prior to Q2 2025 to reflect this definition. If revenues from these brands were included in Q3 2025 and Q3 2024, the year over year growth rate for organic revenues would have been (4.5)%.


 
22 2024 2025 Q3 Q3 Technology & Shopping Net advertising and performance marketing revenue retention (1) 91.0% 94.0% Customers (2) 599 634 Quarterly revenue per customer (3) $134,366 $132,849 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 96.0% 88.8% Customers (2) 429 431 Quarterly revenue per customer (3) $81,373 $74,053 Health & Wellness Net advertising and performance marketing revenue retention (1) 93.3% 102.1% Customers (2) 795 825 Quarterly revenue per customer (3) $93,975 $103,132 Key Operating Metrics by Segment - Advertising and Performance Marketing 1. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenues recognized related to prior year customers in the current year period (excluding revenues from acquisitions during the stub period) divided by (ii) the trailing twelve months revenues recognized related to prior year customers in the prior year period (excluding revenues from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenues in the measurement period. 2. Excludes customers that generated less than $2,500 in the quarter. 3. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2).


 
23 2024 2025 Q3 Q3 Gaming & Entertainment Customers (1)(2) 484,000 514,000 Average quarterly revenue per customer (2)(3) $30.60 $30.49 Health & Wellness Customers (1)(2) 1,731,000 1,902,000 Average quarterly revenue per customer (2)(3) $7.38 $7.17 Connectivity Customers (1)(2) 24,000 25,000 Average quarterly revenue per customer (2)(3) $1,972 $1,988 Cybersecurity & Martech Customers (1)(4) 1,251,000 1,232,000 Average quarterly revenue per customer (3) $55.99 $56.13 Key Operating Metrics by Segment - Subscription and Licensing 1. Represents the quarterly average of the end of month customer counts (rounded). 2. The metric includes the sale of perpetual software licenses, when applicable, revenues for which is recorded at a point in time rather than over time. 3. Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1). 4. Resellers within Cybersecurity & Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.