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Ziff Davis (NASDAQ: ZD) closes $1.2B sale of Connectivity unit

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ziff Davis, Inc. has completed the sale of its Connectivity division to Accenture Inc. for an aggregate purchase price of $1.2 billion in cash. The transaction closed on June 17, 2026, following a Securities Purchase Agreement originally signed on March 2, 2026.

On June 15, 2026, Ziff Davis also entered into a Consent Agreement with lenders under its existing credit agreement, providing consent to consummate this sale. Shortly before closing, the company designated certain subsidiaries that make up the Connectivity business as unrestricted subsidiaries under its Indenture for 4.625% Senior Notes due 2030. Required pro forma financial information will be filed by amendment within four business days after closing.

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Insights

Ziff Davis closes a $1.2B cash divestiture of its Connectivity division.

Ziff Davis has monetized its Connectivity division through a $1.2 billion cash sale to Accenture Inc.. This is a sizable portfolio move that converts an entire operating division into cash, potentially reshaping the company’s business mix and balance sheet once details of cash deployment are known.

The company obtained a Consent Agreement from its credit facility lenders, confirming that the divestiture aligns with existing debt covenants. Designating Connectivity-related subsidiaries as unrestricted subsidiaries under the 4.625% Senior Notes due 2030 Indenture separates those entities from certain bond restrictions, which is typical ahead of a sale.

Pro forma financial information will be filed within four business days after the June 17, 2026 closing and will show how removing the Connectivity division affects revenue, earnings, and leverage. Subsequent company disclosures will clarify the post-transaction profile and how the cash proceeds influence capital structure and strategy.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Connectivity division sale price $1.2 billion cash Aggregate purchase price for sale of Connectivity division
Senior Notes coupon 4.625% Interest rate on Senior Notes due 2030 referenced in Indenture
Senior Notes maturity 2030 Maturity year of Ziff Davis 4.625% Senior Notes
Purchase Agreement date March 2, 2026 Date Securities Purchase Agreement for Connectivity sale was signed
Consent Agreement date June 15, 2026 Date Ziff Davis obtained lender consent under existing credit agreement
Closing date June 17, 2026 Date Ziff Davis completed sale of Connectivity division
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell its Connectivity division"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
unrestricted subsidiaries financial
"the Company designated certain of its subsidiaries that constitute the Business as unrestricted subsidiaries under the Indenture"
A company’s unrestricted subsidiaries are units that the parent treats as legally separate and does not bind to its debt covenants or other lender-imposed rules. Think of them as rooms in a house the owner can renovate or rent out without asking mortgage lenders; that freedom can let the parent pursue opportunities but can also shift risk away from creditors and change the parent’s reported leverage, so investors watch them for hidden liabilities and impacts on credit protection.
Indenture financial
"under the Indenture, dated as of October 7, 2020 by and among the Company, the guarantors party thereto, and Wilmington Trust"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
4.625% Senior Notes due 2030 financial
"relating to the Company’s 4.625% Senior Notes due 2030"
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Understanding 8-K Material Events →
0001084048false00010840482026-06-082026-06-08

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) June 15, 2026

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 1.01 Entry into a Material Definitive Agreement.
As previously announced, on March 2, 2026, Ziff Davis, Inc., a Delaware corporation (the “Company”), Ziff Davis, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Accenture Inc., a Delaware corporation (“Purchaser”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell its Connectivity division (the “Business”) to Purchaser for an aggregate purchase price of $1.2 billion in cash (the “Transaction”), subject to certain customary adjustments set forth in the Purchase Agreement.

On June 15, 2026, the Company entered into a consent (the “Consent Agreement”) to its existing credit agreement, dated April 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time), by and among the Company, the other loan parties party thereto, the lenders from time to time party thereto (the “Lenders”) and U.S. Bank National Association, as administrative agent and collateral agent for the Lenders. The Consent Agreement provides for, among other things, consent for the Company to consummate its previously announced sale of the Business pursuant to the Purchase Agreement.

The foregoing description is only a summary of the material provisions of the Consent Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 17, 2026, the Company completed the sale of the Business to Purchaser (the “Closing”).

The material terms of the Purchase Agreement were described in Item 1.01 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 4, 2026, which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

In addition, shortly prior to the Closing, the Company designated certain of its subsidiaries that constitute the Business as unrestricted subsidiaries under the Indenture, dated as of October 7, 2020 by and among the Company, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, relating to the Company’s 4.625% Senior Notes due 2030.

Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.

The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than four business days after the date of the Closing.

(d) Exhibits

Exhibit NumberDescription
2.1*
Securities Purchase Agreement, dated as of March 2, 2026, by and among Ziff Davis, Inc., Ziff Davis, LLC and Accenture Inc. (incorporated by reference to Exhibit 2.1 to Ziff Davis’ Current Report on Form 8-K filed on March 4, 2026 (File No. 0-25965)).
10.1*,**
Consent Agreement, dated June 15, 2026, by and among the Company, JPMorgan Chase Bank, N.A., Citibank N.A. and U.S. Bank National Association.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain of the schedules and exhibits to the Purchase Agreement and Consent Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
**Filed herewith






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:June 17, 2026By:/s/ Jeremy Rossen
    Jeremy Rossen
Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Ziff Davis (ZD) complete with Accenture Inc.?

Ziff Davis completed the sale of its Connectivity division to Accenture Inc. for $1.2 billion in cash. The deal was governed by a Securities Purchase Agreement dated March 2, 2026, and the transaction closed on June 17, 2026, after lender consent.

How much did Ziff Davis (ZD) receive for its Connectivity division?

Ziff Davis agreed to sell its Connectivity division for an aggregate purchase price of $1.2 billion in cash. This amount is subject to customary purchase price adjustments outlined in the Securities Purchase Agreement between Ziff Davis, its subsidiary Ziff Davis, LLC, and Accenture Inc.

When did Ziff Davis (ZD) close the sale of its Connectivity business?

The sale of Ziff Davis’s Connectivity division to Accenture Inc. closed on June 17, 2026. This closing followed earlier execution of the Securities Purchase Agreement on March 2, 2026, and completion of a Consent Agreement with credit facility lenders on June 15, 2026.

How did the Ziff Davis (ZD) transaction affect its 4.625% Senior Notes due 2030?

Shortly before closing the sale, Ziff Davis designated certain subsidiaries that constitute the Connectivity business as unrestricted subsidiaries under the Indenture for its 4.625% Senior Notes due 2030. This changes how those entities are treated under the bond covenants related to that Indenture.

Will Ziff Davis (ZD) provide pro forma financials for the sale of the Connectivity division?

Yes. Ziff Davis plans to file the required pro forma financial information by amendment no later than four business days after the June 17, 2026 closing. These pro formas will reflect the impact of removing the Connectivity division from its consolidated financial statements.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents