Ziff Davis Reports Fourth Quarter and Full Year 2025 Financial Results

Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the fourth quarter and year ended December 31, 2025. “In 2025, Ziff Davis grew Revenues, Adjusted EBITDA, and Adjusted diluted EPS, while generating almost $290 million in Free cash flow,” said Vivek Shah, CEO of Ziff Davis. “We deployed $174 million in share repurchases during the year with the conviction that our share price does not adequately reflect the intrinsic value of our businesses.” FOURTH QUARTER 2025 RESULTS Revenues (1) decreased to $406.7 million compared to $412.8 million for Q4 2024.Income from operations increased 9.6% to $86.0 million compared to $78.5 million for Q4 2024.Net income (2) decreased to $0.4 million compared to $64.1 million for Q4 2024. This includes a pre-tax $58.0 million loss on sale of business and $19.7 million loss on equity method investment, net of tax in Q4 2025 compared to $3.1 million income from equity method investment, net of tax in Q4 2024.Net income per diluted share (2) decreased to $0.01 in Q4 2025 compared to $1.43 for Q4 2024.Adjusted EBITDA (3) decreased to $163.2 million compared to $171.8 million for Q4 2024.Adjusted net income (2) (3) decreased to $100.5 million compared to $110.2 million for Q4 2024.Adjusted net income per diluted share (2) (3) (or “Adjusted diluted EPS”) decreased to $2.56 compared to $2.58 for Q4 2024.Net cash provided by operating activities increased 20.8% to $191.1 million compared to $158.2 million in Q4 2024. Free cash flow (3) increased 20.4% to $157.8 million compared to $131.1 million in Q4 2024.Ziff Davis deployed approximately $1.4 million for current and prior year acquisitions in Q4 2025 and $60.6 million related to share repurchases in Q4 2025. FULL YEAR 2025 RESULTS Revenues (1) increased 3.5% to $1.45 billion compared to $1.40 billion for 2024.Income from operations increased 61.1% to $183.1 million compared to $113.6 million for 2024. This includes a $17.6 million goodwill impairment recognized in 2025 compared to a $85.3 million goodwill impairment recognized in 2024.Net income (2) decreased to $47.4 million compared to $63.0 million for 2024. This includes a pre-tax $58.0 million loss on sale of business recognized in 2025 compared to $3.8 million loss on sale of business recognized in 2024, and a $7.9 million loss on equity method investment, net of tax in 2025 compared to $11.2 million income from equity method investment, net of tax in 2024.Net income per diluted share (2) decreased to $1.15 in 2025 compared to $1.42 for 2024.Adjusted EBITDA (3) increased 0.3% to $495.1 million compared to $493.5 million for 2024.Adjusted net income (2) (3) decreased to $272.5 million compared to $294.5 million for 2024.Adjusted diluted EPS (2) (3) increased 0.2% to $6.63 compared to $6.62 for 2024.Net cash provided by operating activities increased 4.3% to $407.1 million compared to $390.3 million in 2024. Free cash flow (3) increased 1.5% to $287.9 million compared to $283.7 million in 2024.Ziff Davis deployed approximately $68.7 million for current and prior year acquisitions in 2025 and $173.8 million related to share repurchases in 2025. The following table reflects results for the three months and years ended December 31, 2025 and 2024, respectively (in millions, except per share amounts). (Unaudited) Three months ended December 31, % Change Years ended December 31, % Change 2025 2024 2025 2024 Revenues(1) Technology & Shopping $108.9 $132.9 (18.0)% $356.6 $361.9 (1.5)% Gaming & Entertainment $51.7 $50.9 1.5% $183.6 $180.3 1.8% Health & Wellness $114.9 $105.7 8.6% $402.4 $362.4 11.0% Connectivity $60.3 $54.3 11.2% $230.7 $213.6 8.0% Cybersecurity & Martech $70.9 $69.0 2.7% $278.0 $283.5 (1.9)% Total revenues(1) $406.7 $412.8 (1.5)% $1,451.3 $1,401.7 3.5% Income from operations $86.0 $78.5 9.6% $183.1 $113.6 61.1% Operating income margin 21.2% 19.0% 2.2% 12.6% 8.1% 4.5% Net income(2) $0.4 $64.1 (99.4)% $47.4 $63.0 (24.8)% Net income per diluted share (2) $0.01 $1.43 (99.3)% $1.15 $1.42 (19.0)% Adjusted EBITDA(3) $163.2 $171.8 (5.0)% $495.1 $493.5 0.3% Adjusted EBITDA margin(3) 40.1% 41.6% (1.5)% 34.1% 35.2% (1.1)% Adjusted net income(2)(3) $100.5 $110.2 (8.8)% $272.5 $294.5 (7.4)% Adjusted diluted EPS(2)(3) $2.56 $2.58 (0.8)% $6.63 $6.62 0.2% Net cash provided by operating activities $191.1 $158.2 20.8% $407.1 $390.3 4.3% Free cash flow(3) $157.8 $131.1 20.4% $287.9 $283.7 1.5% 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 (1.0)% and 18.3% for the three months ended December 31, 2025 and 2024, respectively, and 31.5% and 44.4% for the years ended December 31, 2025 and 2024, respectively. Adjusted effective tax rates were approximately 21.4% and 22.8% for the three months ended December 31, 2025 and 2024, respectively, and 23.5% and 23.5% for the years ended December 31, 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 As noted in the Company’s Third Quarter 2025 earnings release, Ziff Davis has engaged outside advisors to assist in evaluating value-creating opportunities, including the potential sale of entire divisions of the Company. As this process is ongoing, the Company is deferring its fiscal 2026 guidance. EARNINGS CONFERENCE CALL AND AUDIO WEBCAST Ziff Davis will host a live audio webcast and conference call discussing its fourth quarter and year-end 2025 financial results on Tuesday, February 24, 2026, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com. ABOUT ZIFF DAVIS Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and martech. For more information, visit www.ziffdavis.com. “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those contained in Vivek Shah’s quote and the “Ziff Davis Guidance” section. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions or divestitures; 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 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 the “Ziff Davis Guidance” section are based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements. ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED, IN THOUSANDS) December 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 607,011 $ 505,880 Accounts receivable, net of allowances of $9,216 and $8,148, respectively 667,216 660,223 Prepaid expenses and other current assets 96,172 105,966 Total current assets 1,370,399 1,272,069 Long-term investments 93,228 158,187 Property and equipment, net of accumulated depreciation of $463,649 and $361,710, respectively 213,179 197,216 Intangible assets, net 344,212 425,749 Goodwill 1,607,537 1,580,258 Deferred income taxes 5,286 7,487 Other assets 29,465 63,368 TOTAL ASSETS $ 3,663,306 $ 3,704,334 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 709,434 $ 670,769 Income taxes payable, current 9,509 19,715 Deferred revenue, current 189,992 199,664 Current portion of long-term debt 148,685 — Other current liabilities 17,333 9,499 Total current liabilities 1,074,953 899,647 Long-term debt 717,815 864,282 Deferred revenue, noncurrent 18,948 5,504 Liability for uncertain tax positions 19,733 30,296 Deferred income taxes 41,412 46,018 Other noncurrent liabilities 36,870 47,705 TOTAL LIABILITIES 1,909,731 1,893,452 Common stock 384 428 Additional paid-in capital 472,723 491,891 Retained earnings 1,337,542 1,401,034 Accumulated other comprehensive loss (57,074 ) (82,471 ) TOTAL STOCKHOLDERS’ EQUITY 1,753,575 1,810,882 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,663,306 $ 3,704,334 ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Three months ended December 31, Years ended December 31, 2025 2024 2025 2024 Total revenues $ 406,712 $ 412,823 $ 1,451,268 1,401,688 Operating costs and expenses: Direct costs 57,264 53,242 206,598 200,323 Sales and marketing 136,212 150,510 543,325 519,694 Research, development, and engineering 14,206 17,549 61,962 67,373 General, administrative, and other related costs 55,051 53,029 210,027 203,461 Depreciation and amortization 57,934 59,971 228,691 211,916 Goodwill impairment — — 17,579 85,273 Total operating costs and expenses 320,667 334,301 1,268,182 1,288,040 Income from operations 86,045 78,522 183,086 113,648 Interest expense, net (6,760 ) (6,391 ) (25,910 ) (13,988 ) Loss on sale of businesses (57,988 ) — (57,988 ) (3,780 ) Gain (loss) on investments, net — — 5,018 (7,654 ) Provision for credit losses on investments — — (17,566 ) — Other (loss) income, net (1,402 ) 2,438 (5,893 ) 4,968 Income before income tax expense and (loss) income from equity method investment 19,895 74,569 80,747 93,194 Income tax benefit (expense) 204 (13,610 ) (25,447 ) (41,370 ) (Loss) income from equity method investment, net of tax (19,729 ) 3,128 (7,946 ) 11,223 Net income $ 370 $ 64,087 $ 47,354 $ 63,047 Net income per common share: Basic $ 0.01 $ 1.51 $ 1.16 $ 1.42 Diluted $ 0.01 $ 1.43 $ 1.15 $ 1.42 Weighted average shares outstanding: Basic 39,101,794 42,577,188 40,977,183 44,457,071 Diluted 39,281,790 46,690,090 41,098,514 44,519,693 ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS) Years ended December 31, 2025 2024 Cash flows from operating activities: Net income $ 47,354 $ 63,047 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 228,691 211,916 Non-cash operating lease costs 9,001 10,923 Share-based compensation 44,927 40,915 Provision for credit losses on accounts receivable 4,027 2,898 Provision for credit losses on investments 17,566 — Deferred income taxes, net 3,961 (18,822 ) Loss on sale of businesses 57,988 3,780 Goodwill impairment 17,579 85,273 Changes in fair value of contingent consideration (2,834 ) — Loss (income) from equity method investments 7,946 (11,223 ) (Gain) loss on investment, net (5,018 ) 7,654 Other 3,067 3,601 Decrease (increase) in: Accounts receivable (8,381 ) (153,121 ) Prepaid expenses and other current assets (9,347 ) (17,153 ) Other assets 9,759 11,367 Increase (decrease) in: Accounts payable and income taxes payable 2,578 171,280 Deferred revenue (4,584 ) 5,043 Accrued liabilities and other current liabilities (17,212 ) (27,063 ) Net cash provided by operating activities 407,068 390,315 Cash flows from investing activities: Purchases of property and equipment (119,198 ) (106,635 ) Acquisitions, net of cash received (67,340 ) (217,570 ) Distribution from equity method investment 10,756 — Proceeds from sale of equity investments 25,250 19,455 Proceeds from sale of equity method investment 860 — Proceeds from sale of businesses, net of cash divested 3,579 7,860 Other 338 (565 ) Net cash used in investing activities (145,755 ) (297,455 ) Cash flows from financing activities: Payment of debt — (134,989 ) Debt extinguishment costs — (277 ) Repurchase of common stock (173,792 ) (185,181 ) Issuance of common stock under employee stock purchase plan 6,542 8,371 Deferred payments for acquisitions (1,344 ) (7,842 ) Other (1,700 ) (1,076 ) Net cash used in financing activities (170,294 ) (320,994 ) Effect of exchange rate changes on cash and cash equivalents 10,112 (3,598 ) Net change in cash and cash equivalents 101,131 (231,732 ) Cash and cash equivalents at beginning of year 505,880 737,612 Cash and cash equivalents at end of year $ 607,011 $ 505,880 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;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; andGoodwill 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; andGoodwill 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). 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. 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 December 31, Years ended December 31, 2025 2024 2025 2024 Net income $ 370 $ 64,087 $ 47,354 $ 63,047 Interest expense, net 6,760 6,391 25,910 13,988 Loss on sale of businesses 57,988 — 57,988 3,780 (Gain) loss on investment, net — — (5,018 ) 7,654 Provision for credit losses on investments — — 17,566 — Other loss (income), net 1,402 (2,438 ) 5,893 (4,968 ) Income tax (benefit) expense (204 ) 13,610 25,447 41,370 Loss (income) from equity method investment, net of tax 19,729 (3,128 ) 7,946 (11,223 ) Depreciation and amortization 57,934 59,971 228,691 211,916 Share-based compensation 11,251 10,282 44,927 40,915 Transaction, integration, and other charges 5,870 23,036 17,116 40,395 Lease asset impairments and other charges 2,120 (9 ) 3,712 1,361 Goodwill impairment — — 17,579 85,273 Adjusted EBITDA $ 163,220 $ 171,802 $ 495,111 $ 493,508 ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) The following tables set forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment: Three months ended December 31, 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate Total Revenues $ 108,941 $ 51,728 $ 114,809 $ 60,328 $ 70,906 $ — $ 406,712 Income (loss) from operations $ 21,161 $ 18,318 $ 33,546 $ 21,341 $ 11,464 $ (19,785 ) $ 86,045 Depreciation and amortization 22,827 3,119 13,767 7,259 10,822 140 57,934 Share-based compensation 1,450 469 1,614 979 1,176 5,563 11,251 Transaction, integration, and other charges 1,355 22 359 468 (756 ) 4,422 5,870 Lease asset impairments and other charges 357 1,087 (107 ) 171 612 — 2,120 Adjusted EBITDA $ 47,150 $ 23,015 $ 49,179 $ 30,218 $ 23,318 $ (9,660 ) $ 163,220 Three months ended December 31, 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate Total Revenues $ 132,922 $ 50,941 $ 105,671 $ 54,248 $ 69,041 $ — $ 412,823 Income (loss) from operations $ 22,245 $ 20,244 $ 27,058 $ 17,500 $ 9,095 $ (17,620 ) $ 78,522 Depreciation and amortization 25,313 2,869 13,849 9,397 8,505 38 59,971 Share-based compensation 1,164 190 1,411 638 1,097 5,782 10,282 Transaction, integration, and other charges 9,710 1,323 4,509 1,987 3,587 1,920 23,036 Lease asset impairments and other charges (179 ) 94 — — 76 — (9 ) Adjusted EBITDA $ 58,253 $ 24,720 $ 46,827 $ 29,522 $ 22,360 $ (9,880 ) $ 171,802 ____________________ Figures above are net of inter-segment revenues and operating costs and expenses. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Year ended December 31, 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate Total Revenues $ 356,596 $ 183,558 $ 402,353 $ 230,733 $ 278,028 $ — $ 1,451,268 Income (loss) from operations $ 9,302 $ 53,035 $ 89,384 $ 76,113 $ 28,597 $ (73,345 ) $ 183,086 Depreciation and amortization 90,880 11,740 54,472 29,027 42,151 421 228,691 Share-based compensation 5,462 1,676 6,301 3,413 4,513 23,562 44,927 Transaction, integration, and other charges 7,367 1,198 (530 ) 2,167 (926 ) 7,840 17,116 Lease asset impairments and other charges 804 1,374 354 171 1,009 — 3,712 Goodwill impairment — — — — 17,579 — 17,579 Adjusted EBITDA $ 113,815 $ 69,023 $ 149,981 $ 110,891 $ 92,923 $ (41,522 ) $ 495,111 Year ended December 31, 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate Total Revenues $ 361,882 $ 180,276 $ 362,408 $ 213,620 $ 283,502 $ — $ 1,401,688 (Loss) income from operations $ (71,072 ) $ 54,001 $ 67,207 $ 79,374 $ 54,961 $ (70,823 ) $ 113,648 Depreciation and amortization 83,424 10,733 52,766 31,882 33,025 86 211,916 Share-based compensation 5,014 1,070 5,604 2,658 4,631 21,938 40,915 Transaction, integration, and other charges 18,530 2,727 9,788 (3,823 ) 5,415 7,758 40,395 Lease asset impairments and other charges 223 93 15 — 756 274 1,361 Goodwill impairment 85,273 — — — — — 85,273 Adjusted EBITDA $ 121,392 $ 68,624 $ 135,380 $ 110,091 $ 98,788 $ (40,767 ) $ 493,508 ____________________ Figures above are net of inter-segment revenues and operating costs and expenses. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) The following tables set forth a reconciliation of Net income to Adjusted net income with adjustments presented on after-tax basis: Three months ended December 31, 2025 Per diluted share(1) 2024 Per diluted share(1) Net income $ 370 $ 0.01 $ 64,087 $ 1.43 Interest, net 85 — 60 — Loss on sale of businesses 43,491 1.11 — — Loss on investments, net — — 942 0.02 Loss (income) from equity method investment, net 19,729 0.50 (3,128 ) (0.07 ) Amortization 20,677 0.53 25,040 0.59 Share-based compensation 9,611 0.24 5,178 0.12 Transaction, integration, and other charges 5,018 0.13 18,003 0.42 Lease asset impairment and other charges 1,523 0.04 7 — Dilutive effect of the convertible debt — — — 0.07 Adjusted net income $ 100,504 $ 2.56 $ 110,189 $ 2.58 Years ended December 31, 2025 Per diluted share(1) 2024 Per diluted share(1) Net income $ 47,354 $ 1.15 $ 63,047 $ 1.42 Interest, net 269 0.01 132 — Loss on sale of businesses 43,491 1.06 103 — (Gain) loss on investments, net (5,018 ) (0.12 ) 8,019 0.18 Provision for credit losses on investments 17,566 0.42 — — Loss (income) from equity method investment, net 7,946 0.19 (11,223 ) (0.25 ) Amortization 89,743 2.18 87,052 1.96 Share-based compensation 36,903 0.90 31,013 0.70 Transaction, integration, and other charges 13,934 0.34 30,000 0.67 Lease asset impairment and other charges 2,779 0.07 1,045 0.02 Goodwill impairment 17,579 0.43 85,273 1.92 Adjusted net income $ 272,546 $ 6.63 $ 294,461 $ 6.62 ____________________ (1) The reconciliation of Net income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) The following are the adjustments to certain statement of operations items used to derive Adjusted net income, which we believe provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects of the Company. Three months ended December 31, 2025 GAAP amount Adjustments Adjusted non-GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Direct costs $ (57,264 ) $ — $ — $ — $ — $ — $ 73 $ 60 $ — $ (57,131 ) Sales and marketing $ (136,212 ) — — — — — 1,303 771 — $ (134,138 ) Research, development, and engineering $ (14,206 ) — — — — — 931 90 — $ (13,185 ) General, administrative, and other related costs $ (55,051 ) — — — — — 8,944 4,949 2,120 $ (39,038 ) Depreciation and amortization $ (57,934 ) — — — — 31,052 — — — $ (26,882 ) Interest expense, net $ (6,760 ) 112 — — — — — — — $ (6,648 ) Loss on sale of business $ (57,988 ) — 57,988 — — — — — — $ — Other loss, net $ (1,402 ) — — — — — — (369 ) — $ (1,771 ) Income tax benefit (expense) (1) $ 204 (27 ) (14,497 ) — — (10,375 ) (1,640 ) (483 ) (597 ) $ (27,415 ) Loss from equity method investment, net of tax $ (19,729 ) — — — 19,729 — — — — $ — Total non-GAAP adjustments $ 85 $ 43,491 $ — $ 19,729 $ 20,677 $ 9,611 $ 5,018 $ 1,523 ____________________ (1) Adjusted effective tax rate was approximately 21.4% for the three months ended December 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $27,415 and the denominator is $127,919, which equals adjusted net income of $100,504 plus adjusted income tax expense. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Three months ended December 31, 2024 GAAP amount Adjustments Adjusted non-GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Direct costs $ (53,242 ) $ — $ — $ — $ — $ — $ 57 $ 425 $ — $ (52,760 ) Sales and marketing $ (150,510 ) — — — — — 891 13,366 — $ (136,253 ) Research, development, and engineering $ (17,549 ) — — — — — 735 3,926 — $ (12,888 ) General, administrative, and other related costs $ (53,029 ) — — — — — 8,599 5,319 (9 ) $ (39,120 ) Depreciation and amortization $ (59,971 ) — — — — 34,965 — — — $ (25,006 ) Interest expense, net $ (6,391 ) 80 — — — — — — — $ (6,311 ) Other income, net $ 2,438 — — — — — — (237 ) — $ 2,201 Income tax expense (1) $ (13,610 ) (20 ) — 942 — (9,925 ) (5,104 ) (4,796 ) 16 $ (32,497 ) Income from equity method investment, net of tax $ 3,128 — — — (3,128 ) — — — — $ — Total non-GAAP adjustments $ 60 $ — $ 942 $ (3,128 ) $ 25,040 $ 5,178 $ 18,003 $ 7 ____________________ (1) Adjusted effective tax rate was approximately 22.8% for the three months ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $32,497 and the denominator is $142,686, which equals adjusted net income of $110,189 plus adjusted income tax expense. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Year ended December 31, 2025 GAAP amount Adjustments Adjusted non-GAAP amount Interest, net (Gain) loss on sale of business (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 Direct costs $ (206,598 ) $ — $ — $ — $ — $ — $ — $ 276 $ 120 $ — $ — $ (206,202 ) Sales and marketing $ (543,325 ) — — — — — — 4,958 5,743 — — $ (532,624 ) Research, development, and engineering $ (61,962 ) — — — — — — 3,592 719 — — $ (57,651 ) General, administrative, and other related costs $ (210,027 ) — — — — — — 36,101 10,534 3,712 — $ (159,680 ) Depreciation and amortization $ (228,691 ) — — — — — 121,696 — — — — $ (106,995 ) Goodwill impairment $ (17,579 ) — — — — — — — — — 17,579 $ — Interest expense, net $ (25,910 ) 358 — — — — — — — — — $ (25,552 ) Loss on sale of business $ (57,988 ) — 57,988 — — — — — — — — $ — Gain on investments, net $ 5,018 — — (5,018 ) — — — — — — — $ — Provision for credit losses on investments $ (17,566 ) — — — 17,566 — — — — — — $ — Other loss, net $ (5,893 ) — — — — — — — (369 ) (119 ) — $ (6,381 ) Income tax expense(1) $ (25,447 ) (89 ) (14,497 ) — — — (31,953 ) (8,024 ) (2,813 ) (814 ) — $ (83,637 ) Loss from equity method investment, net $ (7,946 ) — — — — 7,946 — — — — — $ — Total non-GAAP adjustments $ 269 $ 43,491 $ (5,018 ) $ 17,566 $ 7,946 $ 89,743 $ 36,903 $ 13,934 $ 2,779 $ 17,579 ____________________ (1) Adjusted effective tax rate was approximately 23.5% for the year ended December 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $83,637 and the denominator is $356,183, which equals adjusted net income of $272,546 plus adjusted income tax expense. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Year ended December 31, 2024 GAAP amount Adjustments Adjusted non-GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Transaction, integration, and other charges Lease asset impairments and other charges Goodwill impairment Direct costs $ (200,323 ) $ — $ — $ — $ — $ — $ 248 $ 760 $ — $ — $ (199,315 ) Sales and marketing $ (519,694 ) — — — — — 3,756 19,072 — — $ (496,866 ) Research, development, and engineering $ (67,373 ) — — — — — 3,665 6,556 — — $ (57,152 ) General, administrative, and other related costs $ (203,461 ) — — — — — 33,246 14,007 1,361 — $ (154,847 ) Depreciation and amortization $ (211,916 ) — — — — 117,748 — — — — $ (94,168 ) Goodwill impairment $ (85,273 ) — — — — — — — — 85,273 $ — Interest expense, net $ (13,988 ) 176 — — — — — — — — $ (13,812 ) Loss on sale of business $ (3,780 ) — 3,780 — — — — — — — $ — Loss on investments, net $ (7,654 ) — — 7,654 — — — — — — $ — Other income (loss), net $ 4,968 — (4,903 ) — — — — (774 ) — — $ (709 ) Income tax expense(1) $ (41,370 ) (44 ) 1,226 365 — (30,696 ) (9,902 ) (9,621 ) (316 ) — $ (90,358 ) Income from equity method investment, net $ 11,223 — — — (11,223 ) — — — — — $ — Total non-GAAP adjustments $ 132 $ 103 $ 8,019 $ (11,223 ) $ 87,052 $ 31,013 $ 30,000 $ 1,045 $ 85,273 ____________________ (1) Adjusted effective tax rate was approximately 23.5% for the year ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $90,358 and the denominator is $384,819, which equals adjusted net income of $294,461 plus adjusted income tax expense. ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) The following tables set forth a reconciliation of Net cash provided by operating activities to Free cash flow: 2025 Q1 Q2 Q3 Q4 Full Year Net cash provided by operating activities $ 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 $ (5,006 ) $ 26,941 $ 108,163 $ 157,772 $ 287,870 2024 Q1 Q2 Q3 Q4 Full Year 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 Source: Ziff Davis, Inc.