Ziff Davis (NASDAQ: ZD) posts 2025 growth but defers 2026 guidance amid portfolio review
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ziff Davis, Inc. reported mixed fourth quarter and full-year 2025 results. Full-year revenues rose to $1.45 billion, up 3.5% from 2024, while Adjusted EBITDA was broadly flat at $495.1 million and Adjusted diluted EPS edged up to $6.63 from $6.62.
GAAP net income fell to $47.4 million from $63.0 million, hurt by a $58.0 million loss on a business sale and a $7.9 million loss on an equity method investment. Q4 revenue dipped 1.5% to $406.7 million and Adjusted EBITDA declined to $163.2 million. Cash generation remained strong, with free cash flow of $287.9 million for 2025 and $173.8 million deployed on share repurchases. The company is evaluating value-creating options, including potential division sales, and is deferring fiscal 2026 guidance while this review continues.
Positive
- Robust cash generation and balance sheet: 2025 net cash from operating activities rose to $407.1 million and free cash flow reached $287.9 million, while cash and cash equivalents increased to $607.0 million, supporting financial flexibility.
- Shareholder returns via repurchases: The company repurchased $173.8 million of common stock in 2025 (including $60.6 million in Q4), signaling confidence in intrinsic value and reducing the share count over time.
Negative
- GAAP earnings pressure from non-core items: Full-year GAAP net income fell to $47.4 million from $63.0 million, largely due to a $58.0 million loss on sale of a business and weaker equity method investment performance.
- Strategic uncertainty and no 2026 guidance: Management is exploring value-creating opportunities, including potential division sales, and has deferred fiscal 2026 guidance while this process is ongoing, creating uncertainty about the future portfolio and earnings profile.
Insights
Core business is stable with strong cash flow, but GAAP earnings volatility and strategic uncertainty increase risk.
Ziff Davis delivered modest 2025 top-line growth, with revenues up
However, GAAP results were weaker. Net income dropped to
Cash metrics were stronger: operating cash flow reached
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) February 23, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On February 23, 2026, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the fourth quarter and year ended December 31, 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 February 24, 2026, at 8:30 a.m. Eastern Time, the Company will host its fourth quarter and year-end 2025 earnings conference call and webcast. Via the webcast, the Company will present portions of its February 2026 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter and fiscal year ended December 31, 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 Number | Description | |||||||
99.1 | Press Release dated February 23, 2026 | |||||||
99.2 | February 2026 Investor Presentation | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of February 23, 2026. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control and are described in our most recent Annual Report on Form 10-K filed by us with the Securities and Exchange Commission (the “SEC”) and the other reports we file from time to time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ziff Davis, Inc. (Registrant) | |||||||||||
| Date: | February 23, 2026 | By: | /s/ Jeremy Rossen | ||||||||
| Jeremy Rossen Executive Vice President, General Counsel and Secretary | |||||||||||
Exhibit 99.1
Ziff Davis Reports Fourth Quarter and Full Year 2025 Financial Results
NEW YORK, NY -- February 23, 2026 -- 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.
1
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.
CONTACT:
Investor Relations
Ziff Davis, Inc.
investor@ziffdavis.com
2
Corporate Communications
Ziff Davis, Inc.
press@ziffdavis.com
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those contained in Vivek Shah’s quote 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.
3
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 | |||||||
4
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 | |||||||||||||||||||
5
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 | |||||||
6
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;
7
•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).
8
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 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 | |||||||||||||||
10
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.
11
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.
12
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.
13
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.
14
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.
15
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.
16
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.
17
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 | |||||||||||||||||||
18
www.ziffdavis.com©2026 Ziff Davis. All rights reserved. FOURTH QUARTER AND FULL YEAR 2025 RESULTS February 23, 2026 Exhibit 99.2
2 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations or beliefs as of February 23, 2026 (“Release Date”) and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These 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 or infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a cybersecurity breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory- related fees; the risks related to supply chain disruptions, increased tariffs and trade protection measures, inflationary conditions, and 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 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 any publicly announced guidance or other expectations about our business and future operating results; and • Respond to other factors set forth in our most recent Annual Report on Form 10-K filed by us with the SEC and the other reports we file from time to time with the SEC. Risk Factors • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of reduced economic growth, recessions, inflationary conditions, fluctuating interest rates, increased unemployment, supply chain disruptions, and other factors and their related impacts on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines; • Maintain and increase our customer base and average revenue per customer; • Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and 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;
4 FY 2025 Components of Revenues and Adjusted EBITDA (1) by Segment Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate Total $ in 000's Revenues Advertising and Performance Marketing $ 350,985 $ 124,212 $ 335,746 $ 12,642 $ — $ — $ 823,585 % of Total Revenues 98.43 % 67.67 % 83.45 % 5.48 % — % — % 56.75 % Subscription and Licensing 10,438 59,323 53,727 202,065 273,115 — 598,668 % of Total Revenues 2.93 % 32.32 % 13.35 % 87.57 % 98.23 % — % 41.25 % Other (4,827) 23 12,880 16,026 4,913 — 29,015 % of Total Revenues (1.36) % 0.01 % 3.20 % 6.95 % 1.77 % — % 2.00 % Total Revenues $ 356,596 $ 183,558 $ 402,353 $ 230,733 $ 278,028 $ — $ 1,451,268 Adjusted EBITDA $ 113,815 $ 69,023 $ 149,981 $ 110,891 $ 92,923 $ (41,522) $ 495,111 Adjusted EBITDA Margin (%) 31.9 % 37.6 % 37.3 % 48.1 % 33.4 % — % 34.1 % 1. See "Supplemental Information" for non-GAAP reconciliations.
5 $412.8 $406.7 Q4 2024 Q4 2025 (1.5)% $171.8 $163.2 Q4 2024 Q4 2025 $2.58 $2.56 Q4 2024 Q4 2025 (5.0)% (0.8)% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) Q4 2025 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.
6 $1,401.7 $1,451.3 FY 2024 FY 2025 3.5% $493.5 $495.1 FY 2024 FY 2025 $6.62 $6.63 FY 2024 FY 2025 0.3% 0.2% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) FY 2025 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.
7 $148 $153 Q4 2024 Q4 2025 $586 $599 FY 2024 FY 2025 Revenue by Type (1)(2) $258 $246 Q4 2024 Q4 2025 (4.4)% 1. Throughout this presentation, revenues are net of inter-segment revenues and revenues by revenue source may not foot to total revenues due to rounding. 2. Excludes revenues that are classified as "other". Quarterly Revenues (1) (in millions) Quarterly Revenues (1) (in millions) 4.0% Advertising and Performance Marketing Subscription and Licensing $778 $824 FY 2024 FY 2025 Fiscal Year Revenues (1) (in millions) 5.9% Fiscal Year Revenues (1) (in millions) 2.2%
8 $345.7 $351.0 $7.2 $10.4 $9.1 FY 2024 FY 2025 $130.0 $108.5 $2.0 $2.9 $0.9 Q4 2024 Q4 2025 $58.3 $47.2 43.8% 43.3% Q4 2024 Q4 2025 Q4 2025 and FY 2025 Technology & Shopping Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (18.0)% (19.1)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $132.9 $108.9 $121.4 $113.8 33.5% 31.9% FY 2024 FY 2025 Full Year Revenues (in millions) Full Year Adjusted EBITDA & Margin (1) (in millions) (1.5)% (6.2)% $361.9 $356.6 $(2.4) $(4.8)
9 $24.7 $23.0 48.5% 44.5% Q4 2024 Q4 2025 $34.9 $35.7 $16.0 $16.1 Q4 2024 Q4 2025 Q4 2025 and FY 2025 Gaming & Entertainment Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 1.5% (6.9)% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $50.9 $51.7 $120.8 $124.2 $59.5 $59.3 FY 2024 FY 2025 $68.6 $69.0 38.1% 37.6% FY 2024 FY 2025 Full Year Revenues (in millions) Full Year Adjusted EBITDA & Margin (1) (in millions) 1.8% 0.6% $180.3 $183.6
10 $46.8 $49.2 44.3% 42.8% Q4 2024 Q4 2025 $89.6 $98.7 $13.0 $13.2 $3.1 $2.9 Q4 2024 Q4 2025 Q4 2025 and FY 2025 Health & Wellness Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 8.6% 5.0% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $105.7 $114.8 $299.5 $335.7 $49.5 $53.7$13.4 $12.9 FY 2024 FY 2025 $135.4 $150.0 37.4% 37.3% FY 2024 FY 2025 Full Year Revenues (in millions) Full Year Adjusted EBITDA & Margin (1) (in millions) 11.0% 10.8% $362.4 $402.4
11 $29.5 $30.2 54.4% 50.1% Q4 2024 Q4 2025 $3.3 $3.6 $47.5 $52.9$3.5 $3.8 Q4 2024 Q4 2025 Q4 2025 and FY 2025 Connectivity Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 11.2% 2.4% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations. $54.2 $60.3 $11.9 $12.6 $186.0 $202.1 $15.7 $16.0 FY 2024 FY 2025 $110.1 $110.9 51.5% 48.1% FY 2024 FY 2025 Full Year Revenues (in millions) Full Year Adjusted EBITDA & Margin (1) (in millions) 8.0% 0.7% $213.6 $230.7
12 $22.4 $23.3 32.4% 32.9% Q4 2024 Q4 2025 $69.0 $68.3 $2.6 Q4 2024 Q4 2025 Q4 2025 and FY 2025 Cybersecurity & Martech Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 2.7% 4.3% Other Subscription and Licensing 1. See "Supplemental Information" for non-GAAP reconciliations. $69.0 $70.9 $283.5 $273.1 $4.9 FY 2024 FY 2025 $98.8 $92.9 34.8% 33.4% FY 2024 FY 2025 Full Year Revenues (in millions) Full Year Adjusted EBITDA & Margin (1) (in millions) (1.9)% (5.9)% $283.5 $278.0
13 ($ in millions) December 31, 2025 Cash and Cash Equivalents $ 607 Long-term Investments 93 Total Cash, Cash Equivalents, and Investments $ 700 4.625% Senior Notes $ 460 1.75% Convertible Notes 149 3.625% Convertible Notes 263 Total Gross Debt (1) $ 872 Multiple of FY 2025 Adj. EBITDA Gross Debt $ 872 1.8x Gross Debt less Cash and Cash Equivalents $ 265 0.5x Gross Debt less Cash, Cash Equivalents, and Investments $ 172 0.3x Ziff Davis Capital Structure 1. Reflects the outstanding principal amount of gross debt.
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 December 31, 2025 2024 Net income $ 370 $ 64,087 Interest expense, net 6,760 6,391 Loss on sale of businesses 57,988 — Other loss (income), net 1,402 (2,438) Income tax (benefit) expense (204) 13,610 Loss (income) from equity method investment, net of tax 19,729 (3,128) Depreciation and amortization 57,934 59,971 Share-based compensation 11,251 10,282 Transaction, integration, and other charges 5,870 23,036 Lease asset impairments and other charges 2,120 (9) Adjusted EBITDA $ 163,220 $ 171,802 Non-GAAP reconciliation: Adjusted EBITDA
17 Q4 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's 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 costs 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 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q4 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's 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 costs 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 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
18 $ in 000's Ziff Davis Year ended December 31, 2025 2025 2024 2023 Net income $ 47,354 $ 63,047 $ 41,503 Interest expense, net 25,910 13,988 20,031 Loss on sale of businesses 57,988 3,780 — (Gain) loss on investment, net (5,018) 7,654 28,138 Provision for credit losses on investments 17,566 — — Other loss (income), net 5,893 (4,968) 9,468 Income tax expense 25,447 41,370 24,142 Loss (income) from equity method investment, net of tax 7,946 (11,223) 7,829 Depreciation and amortization 228,691 211,916 236,966 Share-based compensation 44,927 40,915 31,920 Transaction, integration, and other charges 17,116 40,395 23,217 Lease asset impairments and other charges 3,712 1,361 2,245 Goodwill impairment 17,579 85,273 56,850 Adjusted EBITDA $ 495,111 $ 493,508 $ 482,309 Non-GAAP reconciliation: Adjusted EBITDA
19 FY 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's 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 costs 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 Non-GAAP reconciliation: Adjusted EBITDA by Segment FY 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 361,882 $ 180,276 $ 362,408 $ 213,620 $ 283,502 $ — $ 1,401,688 Income (loss) 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 costs 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 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
20 FY 2023 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 330,557 $ 168,821 $ 361,923 $ 211,518 $ 291,209 $ — $ 1,364,028 Income (loss) from operations $ (50,498) $ 57,299 $ 63,575 $ 70,591 $ 43,210 $ (51,566) $ 132,611 Income from equity method investment, net — — — — — (1,500) (1,500) Depreciation and amortization 83,271 10,368 59,870 31,793 52,618 (954) 236,966 Share-based compensation 4,941 758 4,843 2,014 4,186 15,178 31,920 Transaction, integration, and other charges 5,085 2,441 10,004 2,820 1,089 1,778 23,217 Lease asset impairments and other charges 1,019 — 510 — 471 245 2,245 Goodwill impairment 56,850 — — — — — 56,850 Adjusted EBITDA $ 100,668 $ 70,866 $ 138,802 $ 107,218 $ 101,574 $ (36,819) $ 482,309 Non-GAAP reconciliation: Adjusted EBITDA by Segment 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
21 $ in 000's Ziff Davis Three months ended December 31, 2024 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 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.
22 $ in 000's Ziff Davis Years ended December 31, 2024 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 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.
23 Q4 2025 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 Adjusted non-GAAP amount $ in 000's 60000 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 $(6,760) 112 – – – – – – – $(6,648) Loss on sale of businesses $(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 Q4 2024 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 Adjusted non-GAAP amount $ in 000's 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 $(6,391) 80 – – – – – – – $(6,311) Other income, net $2,438 – – – – – – (237) – $2,201 Income tax expense (2) $(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 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. 2. 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. Q4 2025 and Q4 2024 Reconciliation of GAAP to Non-GAAP Financial Measures
24 FY 2025 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 Adjusted non- GAAP amount $ in 000's 0 60000 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 $(25,910) 358 – – – – – – – – – $(25,552) Loss on sale of businesses $(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 FY 2024 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 Adjusted non- GAAP amount $ in 000's 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 $(13,988) 176 – – – – – – – – – $(13,812) Loss on sale of businesses $(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 (2) $(41,370) (44) 1,226 365 – – (30,696) (9,902) (9,621) (316) – $(90,358) Income from equity method investment, net of tax $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, 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. 2. 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. FY 2025 and FY 2024 Reconciliation of GAAP to Non-GAAP Financial Measures
25 $ in 000's Ziff Davis Three months ended December 31, Years ended December 31, 2025 2024 2025 2024 Net cash provided by operating activities $ 191,082 $ 158,233 $ 407,068 $ 390,315 Less: Purchases of property and equipment (33,310) (27,159) (119,198) (106,635) Free cash flow $ 157,772 $ 131,074 $ 287,870 $ 283,680 Non-GAAP reconciliation: Free Cash Flow
26 Organic Growth (1) 2023 2024 2025 Year over Year Growth Rates Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Organic Revenues (1) (5%) (5%) 0% 0% (2%) 1% (4%) (1%) (3%) (2%) (1%) 4% (2%) (3%) (1%) Total Revenues (3%) (3%) 0% (2%) (2%) 2% (2%) 4% 6% 3% 4% 10% 3% (1%) 4% 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 $7.1 million in Q4 2025 and $21.8 million in FY 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 Q4 2025 and Q4 2024, the year over year growth rate for organic revenues would have been (5)%. If revenues from these brands were included in FY 2025 and FY 2024, the year over year growth rate for organic revenues would have been (3)%.
27 2024 2025 Q4 Q4 Technology & Shopping Net advertising and performance marketing revenue retention (1) 92.9% 91.0% Customers (2) 793 753 Quarterly revenue per customer (3) $163,947 $144,070 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 92.7% 87.6% Customers (2) 432 464 Quarterly revenue per customer (3) $80,900 $76,882 Health & Wellness Net advertising and performance marketing revenue retention (1) 91.4% 102.3% Customers (2) 778 848 Quarterly revenue per customer (3) $115,604 $116,332 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).
28 2024 2025 Q4 Q4 Gaming & Entertainment Customers (1)(2) 600,000 524,000 Average quarterly revenue per customer (2)(3) $26.65 $30.63 Health & Wellness Customers (1)(2) 1,771,000 1,878,000 Average quarterly revenue per customer (2)(3) $7.32 $7.08 Connectivity Customers (1)(2) 25,000 25,000 Average quarterly revenue per customer (2)(3) $1,915 $2,098 Cybersecurity & Martech Customers (1)(4) 1,253,000 1,228,000 Average quarterly revenue per customer (3) $55.11 $55.62 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.
FAQ
How did Ziff Davis (ZD) perform financially in full-year 2025?
Ziff Davis grew 2025 revenues to $1.45 billion, up 3.5% from 2024. Adjusted EBITDA was stable at $495.1 million and Adjusted diluted EPS inched up to $6.63. GAAP net income declined to $47.4 million due to losses on a business sale and investments.
What were Ziff Davis (ZD) results for Q4 2025?
In Q4 2025, Ziff Davis reported $406.7 million in revenue, down 1.5% year over year. Adjusted EBITDA was $163.2 million, below $171.8 million in Q4 2024. GAAP net income dropped to $0.4 million, reflecting a significant loss on the sale of a business and investment impacts.
How strong was Ziff Davis (ZD) cash flow and free cash flow in 2025?
Ziff Davis generated $407.1 million in net cash from operating activities during 2025, up from $390.3 million in 2024. Free cash flow reached $287.9 million, slightly higher than $283.7 million a year earlier, underscoring strong underlying cash generation despite GAAP earnings volatility.
How much stock did Ziff Davis (ZD) repurchase in 2025?
Ziff Davis deployed $173.8 million on share repurchases in 2025, including $60.6 million in Q4 alone. Management highlighted conviction that the company’s share price does not fully reflect the intrinsic value of its businesses, supporting an active buyback program.
Why is Ziff Davis (ZD) deferring its fiscal 2026 guidance?
The company is deferring fiscal 2026 guidance because it is working with outside advisors to evaluate value-creating opportunities, including the possible sale of entire divisions. This strategic review could materially affect future revenues, margins, and portfolio mix, so guidance is paused during the process.
Which Ziff Davis (ZD) segments drove 2025 revenue growth?
In 2025, Health & Wellness revenue grew 11.0% to $402.4 million, and Connectivity rose 8.0% to $230.7 million. Gaming & Entertainment increased 1.8% to $183.6 million, while Technology & Shopping and Cybersecurity & Martech were slightly down year over year.
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Ziff Davis Inc
NASDAQ:ZD
ZD Rankings
ZD Latest News
ZD Latest SEC Filings
Feb 24, 2026
[10-K] ZIFF DAVIS, INC. Files Annual Report
Dec 17, 2025
[Form 4] ZIFF DAVIS, INC. Insider Trading Activity
Dec 9, 2025
[8-K] ZIFF DAVIS, INC. Reports Material Event
Dec 2, 2025
[8-K] ZIFF DAVIS, INC. Reports Material Event
ZD Stock Data
1.24B
37.37M
Advertising Agencies
Telegraph & Other Message Communications
United States
NEW YORK