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

NEW YORK--( BUSINESS WIRE)--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

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,

% Change

Nine months ended

September 30,

% Change

2025

2024

2025

2024

Revenues (1)

Technology & Shopping

$85.2

$87.1

(2.2)%

$247.7

$229.0

8.2%

Gaming & Entertainment

$47.6

$49.7

(4.3)%

$131.9

$129.3

1.9%

Health & Wellness

$102.3

$90.8

12.7%

$287.5

$256.7

12.0%

Connectivity

$57.2

$56.0

2.2%

$170.4

$159.4

6.9%

Cybersecurity & Martech

$71.4

$70.0

2.0%

$207.1

$214.5

(3.4)%

Total revenues (1)

$363.7

$353.6

2.9%

$1,044.6

$988.9

5.6%

Income (loss) from operations

$28.4

$(29.3)

197.0%

$97.0

$35.1

176.3%

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)

Net (loss) income per diluted share (2)

$(0.09)

$(1.11)

91.9%

$1.13

$(0.02)

Adjusted EBITDA (3)

$124.1

$124.7

(0.5)%

$331.9

$321.7

3.2%

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

$1.64

7.3%

$4.12

$4.08

1.0%

Net cash provided by operating activities

$138.3

$106.0

30.5%

$216.0

$232.1

(6.9)%

Free cash flow (3)

$108.2

$80.1

35.0%

$130.1

$152.6

(14.7)%

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

Low

High

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.

“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 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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

September 30, 2025

December 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 assets

148,022

105,966

Total current assets

1,124,549

1,272,069

Long-term investments

119,557

158,187

Property and equipment, net of accumulated depreciation of $443,246 and $361,710, respectively

207,854

197,216

Intangible assets, net

375,321

425,749

Goodwill

1,606,184

1,580,258

Deferred income taxes

7,515

7,487

Other assets

35,954

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, current

5,508

19,715

Deferred revenue, current

203,141

199,664

Other current liabilities

17,291

9,499

Total current liabilities

698,006

899,647

Long-term debt

865,937

864,282

Deferred revenue, noncurrent

5,622

5,504

Liability for uncertain tax positions

24,163

30,296

Deferred income taxes

45,398

46,018

Other noncurrent liabilities

38,899

47,705

TOTAL LIABILITIES

1,678,025

1,893,452

Common stock

400

428

Additional paid-in capital

482,667

491,891

Retained earnings

1,374,616

1,401,034

Accumulated other comprehensive loss

(58,774

)

(82,471

)

TOTAL STOCKHOLDERS’ EQUITY

1,798,909

1,810,882

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

3,476,934

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

September 30,

Nine months ended

September 30,

2025

2024

2025

2024

Total revenues

363,711

353,580

1,044,556

988,865

Operating costs and expenses:

Direct costs

53,152

51,170

149,334

147,081

Sales and marketing

137,835

127,418

407,113

369,184

Research, development, and engineering

15,402

15,255

47,756

49,824

General, administrative, and other related costs

53,996

52,417

154,976

150,432

Depreciation and amortization

57,319

51,351

170,757

151,945

Goodwill impairment

17,579

85,273

17,579

85,273

Total operating costs and expenses

335,283

382,884

947,515

953,739

Income (loss) from operations

28,428

(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, net

678

—

5,018

(7,654

)

Provision for credit losses on investments

(17,566

)

—

(17,566

)

—

Other income (loss), net

4,098

(2,633

)

(4,491

)

2,530

Income (loss) before income tax expense and income (loss) from equity method investment

9,142

(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 tax

(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:

Basic

40,558,629

43,924,158

41,609,182

45,088,272

Diluted

40,558,629

43,924,158

41,685,149

45,088,272

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

Nine months ended September 30,

2025

2024

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 amortization

170,757

151,945

Non-cash operating lease costs

5,603

8,392

Share-based compensation

33,676

30,633

Provision for credit losses on accounts receivable

2,493

2,289

Provision for credit losses on investments

17,566

—

Deferred income taxes, net

1,167

(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

Other

2,403

2,390

Decrease (increase) in:

Accounts receivable

187,760

46,576

Prepaid expenses and other current assets

(10,325

)

(8,152

)

Other assets

14,658

(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 activities

215,986

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 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

—

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 plan

3,751

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 equivalents

9,339

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

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:

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:

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

September 30,

Nine months ended

September 30,

2025

2024

2025

2024

Net (loss) income

(3,598

)

(48,577

)

46,984

(1,040

)

Interest expense, net

6,496

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 investments

17,566

—

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

)

(11,783

)

(8,095

)

Depreciation and amortization

57,319

51,351

170,757

151,945

Share-based compensation

12,197

10,161

33,676

30,633

Transaction, integration, and other charges

7,815

6,683

11,246

17,359

Lease asset impairments and other charges

721

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

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 &

Shopping

Gaming &

Entertainment

Health &

Wellness

Connectivity

Cybersecurity

& Martech

Corporate (1)

Total

Revenues

85,189

47,578

102,306

57,179

71,459

—

363,711

Income (loss) from operations

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 charges

2,640

507

152

1,005

505

3,006

7,815

Lease asset impairments and other charges

684

100

(106

)

—

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 &

Shopping

Gaming &

Entertainment

Health &

Wellness

Connectivity

Cybersecurity

& Martech

Corporate (1)

Total

Revenues

87,126

49,714

90,771

55,943

70,026

—

353,580

(Loss) income from operations

(78,615

)

15,044

18,247

20,813

14,891

(19,684

)

(29,304

)

Depreciation and amortization

20,334

2,631

12,505

7,867

7,980

51,351

Share-based compensation

1,047

365

1,343

623

1,178

5,605

10,161

Transaction, integration, and other charges

2,705

154

145

160

473

3,046

6,683

Lease asset impairments and other charges

426

)

—

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.

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, net

—

Gain on sale of businesses

—

)

—

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

)

—

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

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, net

184

—

Loss on sale of business

—

103

—

(Gain) loss on investments, net

(5,018

)

(0.12

)

7,077

0.15

Provision for credit losses on investments

17,566

0.42

—

Income from equity method investment, net

(11,783

)

(0.28

)

(8,095

)

(0.18

)

Amortization

69,066

1.66

62,012

1.38

Share-based compensation

27,292

0.65

25,835

0.57

Transaction, integration, and other charges

8,916

0.21

11,997

0.27

Lease asset impairment and other charges

1,256

0.03

1,038

0.02

Goodwill impairment

17,579

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.

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

amount

Adjustments

Adjusted

non-GAAP

amount

Interest,

net

(Gain) loss on

investments,

net

Provision for

credit losses

on investments

(Income) loss

from equity

method

investments,

net

Amortization

Share-based

compensation

Transaction,

integration,

and other

charges

Lease asset

impairments

and other

charges

Goodwill

impairment

Direct costs

(53,152

)

—

(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

)

—

(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

)

—

Total non-GAAP adjustments

(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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Three months ended September 30, 2024

GAAP

amount

Adjustments

Adjusted

non-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

Direct costs

(51,170

)

—

(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

)

—

(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

)

—

Total non-GAAP adjustments

)

—

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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Nine months ended September 30, 2025

GAAP

amount

Adjustments

Adjusted

non-GAAP

amount

Interest,

net

(Gain) loss on

investments,

net

Provision for

credit losses

on investments

(Income) loss

from equity

method

investments,

net

Amortization

Share-based

compensation

Transaction,

integration,

and other

charges

Lease asset

impairments

and other

charges

Goodwill

impairment

Direct costs

(149,334

)

—

203

—

(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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Nine months ended September 30, 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

(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

)

—

(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

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.

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

YTD

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

2024

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