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ZIFF DAVIS, INC.

For the period ended Mar 31, 2025. Filed May 9, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 9, 2025

ZD$50.56+1.9%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Insider Trading Arrangements and Policies

During the three months ended March 31, 2025, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1trading arrangements (as defined in Item 408(c) of Regulation S-K).

Amendments to Existing Restricted Stock Units and Performance Stock Units

On May 7, 2025, the Board of Directors of the Company (the “Board”) approved amendments to outstanding restricted stock unit (“RSU”) agreements (the “RSU Amendments”) and performance-based restricted stock unit (“PSU”) agreements (“PSU Amendments”) under the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) and the 2015 Ziff Davis, Inc. Stock Option Plan (“2015 Plan”). The RSU Amendments and PSU Amendments provide that for every dividend paid with respect to the shares of the Company’s common stock (“Shares”) underlying a holder’s existing RSUs or PSUs, as applicable, such RSUs or PSUs will accrue dividend equivalents (“Dividend Equivalent Rights”), subject to the vesting, settlement, clawback, and other conditions applicable to the Shares underlying the RSUs or PSUs, as applicable. Dividend Equivalent Rights represent the right to receive a cash amount equal to the value of all cash dividends declared and paid in respect of one Share underlying one RSU or PSU, as applicable, commencing on the grant date of the applicable RSU or PSU and ending on the date that such RSU or PSU is settled pursuant to the RSU or PSU agreement.

The Company does not have any current plan or intention to declare dividends in the foreseeable future.

The Company is communicating the RSU Amendments and PSU Amendments to existing RSU and PSU holders through the form of notice (the “Notice”). The foregoing description of the Notice does not purport to be complete and is qualified in its entirety by reference to the Notice, which is filed herewith as Exhibit 10.1 to this Form 10-Q and incorporated herein by reference.

New Forms of Restricted Stock Unit Agreement and Performance Stock Unit Agreement

On May 7, 2025, the Board approved a new form of RSU agreement for employees and members of the Board and PSU agreement for employees, in each case, to be used in connection with grants under the 2024 Plan. The new forms of RSU and PSU award agreements are substantially similar to the prior award agreements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, but will now provide for the Dividend Equivalent Rights described above.

The foregoing description of the forms of RSU agreement and PSU agreement does not purport to be complete and is qualified in its entirety by reference to the text of the forms of agreements, which are filed herewith as Exhibits 10.2 and 10.3 to this Form 10-Q and incorporated herein by reference.

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