ZIFF DAVIS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

ZIFF DAVIS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Ziff Davis, Inc.

360 Park Avenue South, 17th Floor

New York, New York 10010

Dear Fellow Ziff Davis Stockholders:

In 2024, Ziff Davis returned to revenue growth while generating more than $390 million of Cash from Operating Activities and more than $280 million of Free Cash Flow. The Company’s disciplined capital allocation strategy included the repurchase of 3.5 million common shares, the repayment of $138 million of debt outstanding, and an important resumption of M&A, including the acquisition of industry-leading tech media brand CNET. Notwithstanding this high level of capital deployment, Ziff Davis ended the year with $664 million of cash and investments, as well as significant additional borrowing capacity.

Concurrently, Ziff Davis’ product innovation continued throughout 2024, particularly with respect to AI enablement efforts. This led to thirty-one new AI-enabled products and features, nineteen of which were made externally available to users, and twelve of which enhanced productivity within the company.

The Ziff Davis Board has never been stronger with the appointments in 2024 of Neville Ray, former T-Mobile President of Technology, to our Board of Directors and Jana Barsten, former KPMG Global Audit Sector Leader for the Technology Industry, as chair of our Audit Committee.

Ziff Davis continued to manage its environmental impacts, decreasing its overall real estate footprint and moving its company headquarters into a building committed to achieving carbon neutral operations. The company was awarded a Stevie Award for "Best CSR Strategy" and was awarded a "Sustainability Leadership Award" by the Business Intelligence Group. Its strong scores with key ESG ratings agencies continued, and the company’s third annual ESG Report and fifth annual DEI Report, both published in 2024, describe its other accomplishments.

Creating a work environment conducive to attracting the best possible talent remained a Ziff Davis priority, whose support of its employees grew with the development and implementation of companywide leadership and development tools and programs. The impacts of these were made clear through the 2024 accolades earned by the company, including being named one of Mentorloop’s “Most Impactful Mentoring Programs” for the second consecutive year; andawarded for “Achievement in Coaching and Mentoring” in the 2024 Stevie Awards for Great Employers.

Ziff Davis’ teams enter 2025 focused on delivering the best possible results to create long-term value for the Company’s stockholders. I thank them for their commitment and dedication.

Thank you for your support of Ziff Davis.

Sincerely,

Sarah Fay

Chair, Ziff Davis Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 7, 2025

We will hold the 2025 virtual Annual Meeting of Stockholders of Ziff Davis, Inc., a Delaware corporation, on Wednesday May 7, 2025, at 9:30 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/ZD2025, for the following purposes:

1. To elect eight directors to serve for the ensuing year and until their successors are duly elected and qualified;

2. To ratify the appointment of KPMG LLP to serve as Ziff Davis’ independent registered public accounting firm for fiscal 2025;

3. To provide an advisory vote on the compensation of Ziff Davis’ named executive officers; and

4. To transact such other business as may properly come before the meeting and any adjournment(s) and postponement(s) thereof.

The foregoing items of business are more fully described in the proxy statement which is attached to, and made a part of, this notice. The Board of Directors has fixed the close of business on March 14, 2025 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2025 Annual Meeting of Stockholders and any adjournment or postponement thereof.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet. On or about March 27, 2025, we will email and/or mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the same. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through our virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. Questions and answers regarding the details of the virtual Annual Meeting of Stockholders of Ziff Davis, Inc., can be found in the “About the Annual Meeting” section.

Important notice of internet availability of proxy materials:

This proxy statement and Ziff Davis’ 2024 Annual Report are available on the Investor Relations section of Ziff Davis’ website at https://investor.ziffdavis.com.

By Order of the Board of Directors,

Jeremy D. Rossen

Corporate Secretary

March 27, 2025

New York, New York

This notice of annual meeting and proxy statement are being made available

on or about March 27, 2025.

PROXY STATEMENT

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