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ZIFF DAVIS, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

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.

Sep 30, 2025 · Filed Nov 7, 2025

ZD$49.61-8.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001084048-25-000057

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001084048-25-000066

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 154 previous paragraphs and 164 current paragraphs.

79 unchanged; 64 reworded; 15 added; 5 removed; 6 previous and 6 current paragraphs rearranged.

Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

◦Achieve positive outcomes in our pending and future legal proceedings;

Current report

During the three and nine months ended September 30, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segments following a sustained decline in the Company’s stock price, and forecasted reductions in revenue or EBITDA in those reporting units. Based on the quantitative fair value test of two reporting units within the Technology & Shopping reportable segment, the carrying value of the reporting units exceeded their fair value, and the Company recorded an impairment of approximately $85.3 million during the three and nine months ended September 30, 2024.

Current report

In each period, the fair value of the reporting units was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach. We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit. As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value. Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit. For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates. The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit. Refer to Note 6 — Goodwill and Intangible Assetsin Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

Current report

Goodwill impairment was $17.6 million for the three and nine months ended September 30, 2025, respectively, and related to a reporting unit within the Cybersecurity & Martech reportable segment. Goodwill impairment was $85.3 million for the three and nine months ended September 30, 2024, respectively, and related to reporting units within the Technology & Shopping reportable segment. Refer to Note 6 —Goodwill and Intangible Assets in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

Current report

Provision for credit losses on investments. Provision for credit losses on investments during the three and nine months ended September 30, 2025 was generated from a provision for credit losses on the investment in corporate debt security, including accrued interest receivable.

Current report

1.$17.6 million goodwill impairment recognized for book purposes during 2025 as compared to $85.3 million in 2024. Since the impairment related to excess financial statement goodwill with no tax basis, no corresponding tax benefits were recognized resulting in a disproportionate effective income tax rate for both years;

Current report

an increase in our effective income tax rate due to a recognition of a valuation allowance related to a credit loss recognized on the investment in available-for-sale corporate debt security resulting in a discrete charge of $3.8 million.

Current report

1.$17.6 million goodwill impairment recognized for book purposes during 2025 as compared to $85.3 million in 2024. Since the impairment related to excess financial statement goodwill with no tax basis, no corresponding tax benefits were recognized resulting in a disproportionate effective income tax rate for both years;

Current report

Technology & Shopping’s operating costs and expenses of $85.1 million during the three months ended September 30, 2025 decreased $80.6 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the three months ended September 30, 2024, which did not recur in 2025 period, partially offset by $2.3 million increase in depreciation and amortization.

Current report

Gaming & Entertainment’s operating costs and expenses of $32.9 million during the three months ended September 30, 2025 decreased $1.8 million compared to the prior period primarily due to a $3.1 million decrease in other expenses and a $1.1 million decrease in salaries, benefits, and other employee expenses, partially offset by a $1.9 million increase in partner payments.

Current report

Health & Wellness’s operating costs and expenses of $231.7 million during the nine months ended September 30, 2025 increased $15.1 million compared to the prior period primarily due to a $6.8 million increase in partner payments due in part to an acquisition in 2025, a $2.5 million increase in cloud computing, software, and other related expenses, and a $1.8 million increase in depreciation and amortization.

Current report

Connectivity’s operating costs and expenses of $40.7 million during the three months ended September 30, 2025 increased $5.6 million compared to the prior period primarily due to a $2.0 million increase in salaries, benefits, and other employee expenses, a $1.7 million increase in professional and other third-party services, and a $1.6 million increase in other related expenses.

Current report

The $148.2 million decrease in net cash used in investing activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to lower cash used on business acquisitions during the nine months ended September 30, 2025.
Removed paragraphs (5)

Previous report

an increase in a discrete charge of $0.5 million due to the recognition of the foreign exchange tax impact on dividends received from the Company’s foreign subsidiaries.

Previous report

Technology & Shopping’s operating costs and expenses of $174.4 million during the six months ended June 30, 2025 increased $17.8 million compared to the prior period driven by acquisitions during 2024 and were primarily due to a $8.0 million increase in salaries, benefits, and other employee expenses, a $7.7 million increase in depreciation and amortization, and a $3.7 million increase in professional and other third-party related expenses, partially offset by a $2.5 million decrease in partner payments.

Previous report

Gaming & Entertainment’s operating costs and expenses of $35.0 million during the three months ended June 30, 2025 increased $0.2 million compared to the prior period primarily due to a $0.7 million increase in cloud computing, software, and other related expenses, partially offset by a $0.5 million decrease in salaries, benefits, and other employee expenses.

Previous report

Health & Wellness’s operating costs and expenses of $152.3 million during the six months ended June 30, 2025 increased $8.2 million compared to the prior period primarily due to a $5.6 million increase in partner payments and, due in part to an acquisition in 2025, a $1.3 million increase in cloud computing, software, and other related expenses, and a $0.9 million increase in depreciation and amortization.

Previous report

The $11.5 million decrease in net cash used in investing activities during the six months ended June 30, 2025 compared to the prior period was primarily related to a distribution received from the OCV Fund and higher proceeds received from sale of equity investments compared to the prior period.
Reworded paragraphs (64)

Previous wording

◦Acquire businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from such acquisitions;

Current wording

◦Acquire or divest businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from acquisitions;

Previous wording

◦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

Current wording

◦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; our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities, or adhering to our internal controls and procedures;

Previous wording

-36- broadband and mobile performance data, and we offer subscription packages to consumers through the Lose It! weight loss app and through Humble Bundle’s digital subscriptions and storefront for video games, ebooks, and software. We also generate revenue from the sale of perpetual software licenses, related software support, and maintenance used in conjunction with software and other related services. We license our proprietary technology, data, and intellectual property to third parties for various purposes.

Current wording

Subscription and Licensing -We provide cloud-based subscription services and generate “fixed” subscription revenues for customer subscriptions and, to a lesser extent, “variable” usage revenues generated from actual usage by our subscribers. We offer subscription and licensing services to businesses, which offer up-to-date insights into global fixed broadband and mobile performance data, and we offer subscription packages to consumers through the Lose It! weight loss app and through Humble Bundle’s digital subscriptions and storefront for video games, ebooks, and software. We also generate revenue from the sale of perpetual software licenses, related software support, and maintenance used in conjunction with software and other related services. We license our proprietary technology, data, and intellectual property to third parties for various purposes.

Previous wording

Other- Other revenues primarily include those from the sale of hardware used in conjunction with software, online course revenues, and game publishing revenues.

Current wording

Other- Other revenues primarily include those from the sale of hardware used in conjunction with software, online course revenues, and game publishing revenues, and revenues from a customer acquisition platform for subscription services companies.

Previous wording

Revenues from customers classified by revenue source are as follows (in thousands):

Current wording

Revenues from external customers classified by revenue source are as follows (in thousands):

Previous wording

We use certain metrics to generally assess the operational and financial performance of our businesses. These metrics are described in further detail below and are used by management in managing or monitoring the performance of each reportable segment when the respective revenues category is significant to the revenues of the reportable segment overall. For advertising and performance marketing revenues, these metrics are used for the Technology & Shopping, Gaming &

Current wording

We use certain metrics to generally assess the operational and financial performance of our businesses. These metrics are described in further detail below and are used by management in managing or monitoring the performance of each reportable segment when the respective revenues category is significant to the revenues of the reportable segment overall. For advertising and performance marketing revenues, these metrics are used for the Technology & Shopping, Gaming & Entertainment, and Health & Wellness reportable segments. For subscription and licensing revenues, these metrics are used for the Gaming & Entertainment, Health & Wellness, Connectivity, and Cybersecurity & Martech reportable segments. Since all revenues are not reflected in these metrics, management does not use these metrics on a consolidated basis to evaluate performance, but rather uses them on a reportable segment basis as shown further below.

Previous wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 25, 2025. During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates. See Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional description of significant accounting policies of the Company.

Current wording

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 25, 2025. During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies and estimates. See Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional description of significant accounting policies of the Company.

Previous wording

The Company tests goodwill for impairment annually or more frequently if the Company believes indicators of impairment exist. The Company assessed current economic indicators, including changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit. In its analysis, the Company considered that as of June 30, 2025, the Company’s stock price per common share was at a historically low level. The Company does not believe that this recent stock price decline, nor any other factors in its analysis noted above, constituted a triggering event as of June 30, 2025. However, if the Company’s stock price does not recover in a reasonable amount of time, it may constitute a triggering event that could cause the Company to assess impairment in the future. Following impairments at two reporting units within the Technology & Shopping reportable segment during the year ended December 31, 2024, there was no excess of fair value over the carrying value at those reporting units. So any further decrease in estimated fair value of these two reporting units greater than any decrease in the carrying value will result in an additional impairment charge to goodwill. Goodwill for these two reporting units was $321.9 million as of June 30, 2025. There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of June 30, 2025. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

Current wording

During the three and nine months ended September 30, 2025, the Company performed quantitative fair value tests of all of its reporting units following a sustained decline in the Company’s stock price. Based on the quantitative fair value tests, the carrying value of one reporting unit within the Cybersecurity & Martech reportable segment exceeded its fair value, and the Company recorded an impairment of approximately $17.6 million during the three and nine months ended September 30, 2025. Following the impairment at one reporting unit within the Cybersecurity & Martech reportable segment, there was no excess fair value over carrying value at that reporting unit. Goodwill at this reporting unit was $177.7 million as of September 30, 2025. There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of September 30, 2025. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2025

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2025

Previous wording

The main focus of our Technology & Shopping, Gaming & Entertainment, and Health & Wellness platform monetization programs is to provide relevant and useful advertising to visitors to our websites, provide meaningful content that informs and shapes purchase intent, and leverage our brand and editorial assets into subscription platforms. As a result, we expect to continue to take steps to improve the relevance of the ads displayed on our websites and applications and those included within our advertising networks, and improve the effectiveness of our content as well as our subscription services and licenses.

Current wording

The main focus of our Technology & Shopping, Gaming & Entertainment, and Health & Wellness platform monetization programs is to provide relevant and useful advertising to visitors to our websites, provide meaningful content that informs and shapes purchase intent, and leverage our brand and editorial assets into subscription platforms. As a result, we expect to continue to take steps to improve the relevance of the ads displayed on our websites and applications and those included within our advertising networks, and improve the effectiveness of our content as well as our subscription services and licenses. The operating margin we realize on revenues generated from ads placed on our websites and applications is significantly higher than the operating margin we realize from revenues generated from those placed on third-party websites and applications. Growth in advertising revenues from our websites and applications has generally exceeded that from third-party websites and applications. This trend has generally had a positive impact on our operating margins.

Previous wording

Our revenues increased during the six months ended June 30, 2025 compared to the prior period primarily due to a $45.6 million increase in advertising and performance marketing revenues driven primarily by a $23.1 million increase in our Technology & Shopping reportable segment and a $16.6 million increase in our Health & Wellness reportable segment. Subscription and licensing revenues increased $4.2 million compared to the prior year period due primarily to a $9.7 million increase in our Connectivity reportable segment, a $3.0 million increase in our Health & Wellness reportable segment, partially offset by a $8.8 million decrease in our Cybersecurity & Martech reportable segment.

Current wording

Our revenues increased during the three months ended September 30, 2025 compared to the prior period primarily due to a $11.5 million increase in advertising and performance marketing revenues. This increase was driven primarily by a $10.5 million increase in our Health & Wellness reportable segment and a $3.7 million increase in our Technology & Shopping reportable segment, partially offset by a $3.0 million decrease in Gaming & Entertainment reportable segment. Subscription and licensing revenues increased $3.0 million compared to the prior year period due primarily to a $1.2 million increase in our Technology & Shopping reportable segment. Other revenues decreased $4.3 million compared to the prior year period due primarily to a $6.9 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

Previous wording

Our revenues increased during the three months ended June 30, 2025 compared to the prior period primarily due to a $26.5 million increase in advertising and performance marketing revenues driven primarily by a $12.2 million increase in our Health & Wellness reportable segment and a $9.5 million increase in our Technology & Shopping reportable segment. Subscription and licensing revenues increased $7.2 million compared to the prior year period due primarily to a $6.4 million increase in our Connectivity reportable segment.

Current wording

Our revenues increased during the nine months ended September 30, 2025 compared to the prior period primarily due to a $57.1 million increase in advertising and performance marketing revenues. This increase was driven primarily by a $27.2 million increase in our Health & Wellness reportable segment and a $26.9 million increase in our Technology & Shopping reportable segment. Subscription and licensing revenues increased $7.1 million compared to the prior year period due primarily to a $10.6 million increase in our Connectivity reportable segment, a $4.0 million increase in our Health & Wellness reportable segment, a $2.4 million increase in our Technology & Shopping reportable segment, partially offset by a $9.7 million decrease in our Cybersecurity & Martech reportable segment. Other revenues decreased $8.6 million compared to the prior year period due primarily to a $10.6 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

Previous wording

Direct costs represent the Company’s cost of revenues and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, and processing fees. The decrease in direct costs for the three months ended June 30, 2025 compared to the prior period was primarily due to a $0.5 million decrease in cloud computing, software, and other related expenses. The increase in direct costs for the six months ended June 30, 2025 compared to the prior period was primarily due to a $0.7 million increase in professional and third-party services, as well as a $0.3 million increase in cloud computing, software, and other related expenses, partially offset by a $0.9 million decrease in salaries, benefits, and other employee expenses.

Current wording

Direct costs represent the Company’s cost of revenues and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, and processing fees. The increase in direct costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses. The increase in direct costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses, as well as $1.7 million increase in professional and third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

Previous wording

Sales and marketing costs consist primarily of internet-based advertising, sales and marketing, personnel costs, and other business development related expenses. Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click, and cost-per-acquisition) advertising relationships with an array of online service providers. The increase in sales and marketing expenses during the three months ended June 30, 2025 compared to the prior period was primarily due to a $7.3 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $3.6 million increase in professional and third-party services as a result of a current year acquisition, and a $3.7 million increase in partner payments. The increase in sales and marketing expenses during the six months ended June 30, 2025 compared to the prior period was primarily due to a $11.9 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $6.6 million increase in professional and third-party services as a result of a current year acquisition, and a $6.2 million increase in partner payments, and a $2.8 million increase in advertising and marketing related expenses.

Current wording

-45- online service providers. The increase in sales and marketing expenses during the three months ended September 30, 2025 compared to the prior period was primarily due to a $4.5 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $2.4 million increase in professional and third-party services as a result of a current year acquisition, a $1.3 million increase in advertising and marketing related expenses, and a $1.3 million increase in partner payments. The increase in sales and marketing expenses during the nine months ended September 30, 2025 compared to the prior period was primarily due to a $16.4 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $9.0 million increase in professional and third-party services as a result of a current year acquisition, a $7.5 million increase in partner payments, and a $4.1 million increase in advertising and marketing related expenses.

Previous wording

Research, development, and engineering costs consist primarily of salaries, benefits, and other employee expenses. The decrease in research, development, and engineering costs for the three months ended June 30, 2025, compared to the prior period was primarily due to a $1.1 million decrease in salaries, benefits, and other employee expenses and a $0.4 million decrease in a professional and other third-party services, partially offset by a $1.3 million increase in cloud computing, software, and other related expenses. The decrease in research, development, and engineering costs for the six months ended June 30, 2025, compared to the prior period was primarily due to a $3.4 million decrease in salaries, benefits, and other employee expenses and a $1.0 million decrease in professional and other third-party services, partially offset by a $2.4 million increase in cloud computing, software, and other related expenses.

Current wording

Research, development, and engineering costs consist primarily of salaries, benefits, and other employee expenses. The increase in research, development, and engineering costs for the three months ended September 30, 2025, compared to the prior period was primarily due to a $1.2 million increase in cloud computing, software, and other related expenses, partially offset by a $0.9 million decrease in a professional and other third-party services. The decrease in research, development, and engineering costs for the nine months ended September 30, 2025, compared to the prior period was primarily due to a $3.7 million decrease in salaries, benefits, and other employee expenses and a $1.9 million decrease in professional and other third-party services, partially offset by a $3.6 million increase in cloud computing, software, and other related expenses.

Previous wording

General, administrative, and other related costs consist primarily of salaries, benefits, and other employee expenses including share-based compensation and severance, changes in the fair value associated with contingent consideration, bad debt expense, professional fees, and insurance costs. The increase in general, administrative, and other related costs for the three months ended June 30, 2025 compared to the prior period was primarily due to a $6.1 million reduction in expense in 2024 from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses, which did not reoccur in 2025 and a $1.2 million increase in professional and other third-party services in 2025, partially offset by a $1.0 million decrease in salaries, benefits, and other employee expenses. The increase in general, administrative, and other related costs for the six months ended June 30, 2025 compared to the prior period was primarily due to a $6.1 million reduction in expense in 2024 from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses, which did not reoccur in 2025 and a $1.5 million increase in cloud computing, software, and other related expenses in 2025, partially offset by a $2.3 million decrease in the fair value of contingent consideration and a $2.1 million decrease in sales taxes.

Current wording

General, administrative, and other related costs consist primarily of salaries, benefits, and other employee expenses including share-based compensation and severance, changes in the fair value associated with contingent consideration, bad debt expense, professional fees, and insurance costs. The increase in general, administrative, and other related costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $2.3 million increase in professional and other third-party services, partially offset by a $0.9 million decrease in other expenses. The increase in general, administrative, and other related costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $3.4 million increase in professional and other third-party services and a $1.9 million increase in cloud computing, software, and other related expenses, partially offset by a $1.2 million decrease in salaries, benefits, and other employee expenses.

Previous wording

Depreciation and amortization costs consist of depreciation related to property and equipment, including internally developed software, as well as amortization of intangible assets recorded in connection with business acquisitions, and other intangible assets of the Company. The increase in depreciation and amortization for the three months ended June 30, 2025 compared to the prior period was primarily due to an increase of $3.4 million in depreciation expense as capitalized software was placed in service and an increase of $2.8 million in amortization expense as a result of new intangible assets acquired during 2024 in business combinations. The increase in depreciation and amortization for the six months ended June 30, 2025 compared to the prior period was primarily due to an increase of $7.6 million in depreciation expense as capitalized software was placed in service and an increase of $5.2 million in amortization expense as a result of new intangible assets acquired during 2024 in business combinations.

Current wording

-46- was placed in service and an increase of $2.7 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations. The increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the prior period was primarily due to an increase of $11.3 million in depreciation expense as capitalized software was placed in service and an increase of $7.9 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations.

Previous wording

The following table represents the components of non-operating income and expenses for the three and six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table represents the components of non-operating income and expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from interest earned on cash, cash equivalents, and investments. Interest expense, net increased during the three and six months ended June 30, 2025 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in rate.

Current wording

Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from interest earned on cash, cash equivalents, and investments. Interest expense, net increased during the three and nine months ended September 30, 2025 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in rate.

Previous wording

Loss on sale of businesses. Loss on sale of businesses during the six months ended June 30, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Current wording

Loss on sale of businesses. Loss on sale of businesses during the nine months ended September 30, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Previous wording

Gain (loss) on investments, net. Gain (loss) on investments, net is generated from realized and unrealized gains or losses from investments in equity and debt securities. Gain on investments, net recorded during the three and six months ended June 30, 2025 related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla). Gain (loss) on investments, net recorded in during the three and six months ended June 30, 2024 related to the change in the fair value of our investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Current wording

Gain (loss) on investments, net. Gain (loss) on investments, net is generated from realized and unrealized gains or losses from investments in equity and debt securities. Gain on investments, net recorded during the three months ended September 30, 2025 related to the sale of an immaterial equity method investment. Gain on investments, net recorded during the nine months ended September 30, 2025 primarily related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla). Gain (loss) on investments, net recorded during the three and nine months ended September 30, 2024 related to the change in the fair value of our investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Previous wording

Other (loss) income, net. Other (loss) income, net is generated primarily from miscellaneous items and gains or losses on foreign currency. The change was primarily attributable to changes in gains or losses on foreign currency.

Current wording

Other income (loss), net. Other income (loss), net is generated primarily from miscellaneous items and gains or losses on foreign currency. The change was primarily attributable to changes in gains or losses on foreign currency.

Previous wording

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing), and different tax rates in the various jurisdictions in which we operate. The tax bases of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize. When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.

Current wording

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing), and different tax rates in the various jurisdictions in which we operate. The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize. When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.

Previous wording

Provision for income taxes amounted to income tax expense of $4.3 million and $7.0 million for the three months ended June 30, 2025 and 2024, respectively, and $12.9 million and $15.2 million for the six months ended June 30, 2025 and 2024, respectively. Our effective tax rate was 16.8% and 19.9% for the three months ended June 30, 2025 and 2024, respectively, and 24.9% and 27.9% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Provision for income taxes amounted to income tax expense of $12.8 million and $(12.5) million for the three months ended September 30, 2025 and 2024, respectively, and $25.7 million and $(27.8) million for the nine months ended September 30, 2025 and 2024, respectively. Our effective tax rate was 139.8% and (34.9)% for the three months ended September 30, 2025 and 2024, respectively, and 42.2% and 149.0% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

The decrease in our effective income tax rate for the three months ended June 30, 2025 compared to the prior period was primarily attributable to the following:

Current wording

The increase in our effective income tax rate for the three months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

Previous wording

The decrease in our effective income tax rate for the six months ended June 30, 2025 compared to the prior period was primarily attributable to the following:

Current wording

The decrease in our effective income tax rate for the nine months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

Previous wording

a partial release of the valuation allowance against our U.S. capital loss carryforwards which resulted in a discrete tax benefit of $3.2 million recognized during the 2025 period as compared to a discrete tax expense of $2.5 million recognized during 2024 period; partially offset by

Current wording

a change in the valuation allowance against U.S. capital loss, which resulted in a net $0.5 million discrete tax expense recognized during the 2025 period as compared to a discrete tax expense of $2.5 million recognized during 2024; partially offset by

Previous wording

an increase in a discrete tax charge $1.5 million related to the vesting of share-based compensation where the cumulative book expense exceeds the realized tax deduction.

Current wording

an increase in the discrete tax charge related to the vesting of share-based compensation resulting in a $1.2 million greater tax shortfall period over period.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024. The Company currently does not expect the OBBBA to have a material impact to our effective tax rate but expect these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material. The Company will continue to assess the implications of the OBBBA and will provide further disclosures in subsequent reporting periods as necessary.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024. The Company currently does not expect the OBBBA to have a material impact on its effective tax rate but expects these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material. The Company will continue to assess the implications of the OBBBA and will provide further disclosures in subsequent reporting periods, as necessary.

Previous wording

Income from equity method investment, net of tax. Income from equity method investment was primarily generated from the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements. The investment in the OCV Fund is presented net of tax. The Company recognizes its share of net earnings or losses relating to the investment in the OCV Fund on a one-quarter lag due to the timing and availability of financial information from the OCV Fund. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

Current wording

Income (loss) from equity method investment, net of tax. Income from equity method investment was primarily from the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements. The investment in the OCV Fund is presented net of tax. The Company recognizes its share of net earnings or losses relating to the investment in the OCV Fund on a one-quarter lag due to the timing and availability of financial information from the OCV Fund. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

Previous wording

Income from equity method investment was $5.1 million, net of income tax, for the three months ended June 30, 2025 compared to income from equity method investment of $8.8 million, net of income tax, for the three months ended June 30, 2024. Income from equity method investment was $11.7 million, net of income tax, for the six months ended June 30, 2025 compared to income from equity method investment of $8.2 million, net of income tax, for the six months ended June 30, 2024. The decrease in income from equity method investment, net during the three months ended June 30, 2025 compared to the prior period was primarily due to a smaller increase in the value of the underlying investment. The increase in income from equity method investment, net during the six months ended June 30, 2025 compared to the prior period was primarily due to a greater increase in the value of the underlying investment.

Current wording

-48- ended September 30, 2024. Income from equity method investment was $11.8 million, net of income tax, for the nine months ended September 30, 2025 compared to income from equity method investment of $8.1 million, net of income tax, for the nine months ended September 30, 2024. The increase in income from equity method investment, net during the three months ended September 30, 2025 compared to the prior period was primarily due to an increase in the value of the underlying investment. The increase in income from equity method investment, net during the nine months ended September 30, 2025 compared to the prior period was primarily due to a greater increase in the value of the underlying investment.

Previous wording

Our businesses are based on the organizational structure used by management for making operating and investment decisions and for assessing performance: (i) Technology & Shopping, (ii) Gaming & Entertainment, (iii) Health & Wellness, (iv) Connectivity, and (v) Cybersecurity & Martech. Reportable segment results presented below are exclusive of inter-segment revenues and expenses.

Current wording

The Company’s reportable segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance. The Company has five reportable segments: (i) Technology & Shopping, (ii) Gaming & Entertainment, (iii) Health & Wellness, (iv) Connectivity, and (v) Cybersecurity & Martech. Reportable segment results presented below exclude inter-segment revenues and expenses.

Previous wording

Technology & Shopping’s revenues of $80.8 million during the three months ended June 30, 2025 increased $8.2 million compared to the prior period primarily due to a $9.5 million increase in advertising and performance marketing revenues, primarily driven by a $12.0 million increase in the Technology business as a result of an acquisition in 2024, and a $0.8 million increase in subscription and licensing revenues, partially offset by a $1.2 million decline in other revenues.

Current wording

Technology & Shopping’s revenues of $85.2 million during the three months ended September 30, 2025 decreased $1.9 million compared to the prior period primarily due to a $6.9 million decline in other revenues driven by a decline in game publishing revenues, partially offset by a $3.7 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $1.2 million increase in subscription and licensing revenues.

Previous wording

Technology & Shopping’s revenues of $162.5 million during the six months ended June 30, 2025 increased $20.6 million compared to the prior period primarily due to a $23.1 million increase in advertising and performance marketing revenues, primarily driven by a $23.3 million increase in the Technology business as a result of an acquisition in 2024, and a $1.2 million increase in subscription and licensing revenues, partially offset by a decline of $3.7 million in other revenues.

Current wording

Technology & Shopping’s revenues of $247.7 million during the nine months ended September 30, 2025 increased $18.7 million compared to the prior period primarily due to a $26.9 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $2.4 million increase in subscription and licensing revenues, partially offset by a decline of $10.6 million in other revenues driven by a decline in game publishing revenues.

Previous wording

Technology & Shopping’s operating costs and expenses of $88.7 million during the three months ended June 30, 2025 increased $8.1 million compared to the prior period driven by acquisitions during 2024 and were primarily due to a $3.2 million increase in depreciation and amortization, a $3.0 million increase in salaries, benefits, and other employee expenses, and a $2.7 million increase in professional and other third-party services, partially offset by $1.0 million decrease in partner payments.

Current wording

Technology & Shopping’s operating costs and expenses of $259.5 million during the nine months ended September 30, 2025 decreased $62.8 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the nine months ended September 30, 2024, which did not recur in 2025 period, partially offset by a $9.9 million increase in depreciation and amortization driven by acquisitions during 2024, and a $9.2 million increase in salaries, benefits, and other employee expenses.

Previous wording

As a result of these factors, Technology & Shopping’s operating loss of $7.9 million during the three months ended June 30, 2025 decreased $0.1 million compared to the prior period. Technology & Shopping’s operating loss of $11.9 million during the six months ended June 30, 2025 decreased $2.8 million compared to the prior period.

Current wording

As a result of these factors, Technology & Shopping’s operating income of less than $0.1 million during the three months ended September 30, 2025 decreased $78.7 million compared to the prior period. Technology & Shopping’s operating loss of $11.9 million during the nine months ended September 30, 2025 decreased $81.5 million compared to the prior period.

Previous wording

Gaming & Entertainment’s revenues of $46.2 million during the three months ended June 30, 2025 increased $3.2 million compared to the prior period primarily due to a $4.1 million increase in advertising and performance marketing revenues primarily driven by an acquisition during 2024, partially offset by a $0.8 million decrease in subscription and licensing revenues.

Current wording

Gaming & Entertainment’s revenues of $47.6 million during the three months ended September 30, 2025 decreased $2.1 million compared to the prior period primarily due to a $3.0 million decrease in advertising and performance marketing revenues, partially offset by a $0.9 million increase in subscription and licensing revenues.

Previous wording

Gaming & Entertainment’s revenues of $84.3 million during the six months ended June 30, 2025 increased $4.6 million compared to the prior period primarily due to a $5.7 million increase in advertising and performance marketing revenues primarily driven by an acquisition during 2024, partially offset by a decrease of $1.1 million in subscription and licensing revenues.

Current wording

Gaming & Entertainment’s revenues of $131.8 million during the nine months ended September 30, 2025 increased $2.5 million compared to the prior period primarily due to a $2.7 million increase in advertising and performance marketing revenues, partially offset by a decrease of $0.2 million in subscription and licensing revenues.

Previous wording

Gaming & Entertainment’s operating costs and expenses of $64.2 million during the six months ended June 30, 2025 increased $3.3 million compared to the prior period primarily due to a $1.6 million increase in cloud computing, software, and other related expenses, a $0.5 million increase in partner payments, a $0.5 million increase in advertising and marketing related expenses, and a $0.4 million increase in depreciation and amortization.

Current wording

Gaming & Entertainment’s operating costs and expenses of $97.1 million during the nine months ended September 30, 2025 increased $1.5 million compared to the prior period primarily due to a $2.5 million increase in partner payments, a $2.0 million increase in cloud computing, software, and other related expenses, partially offset by a $2.9 million decrease in other expenses.

Previous wording

As a result of these factors, Gaming & Entertainment’s operating income of $11.3 million during the three months ended June 30, 2025 increased $3.1 million compared to the prior period. Gaming & Entertainment’s operating income of $20.0 million during the six months ended June 30, 2025 increased $1.3 million compared to the prior period.

Current wording

As a result of these factors, Gaming & Entertainment’s operating income of $14.7 million during the three months ended September 30, 2025 decreased $0.4 million compared to the prior period. Gaming & Entertainment’s operating income of $34.7 million during the nine months ended September 30, 2025 increased $1.0 million compared to the prior period.

Showing the first 40 of 64 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

The Company tests goodwill for impairment annually or more frequently if the Company believes indicators of impairment exist. The Company assessed current economic indicators, including changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit.

Current report — wording carried from elsewhere

Sales and marketing costs consist primarily of internet-based advertising, sales and marketing, personnel costs, and other business development related expenses. Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click, and cost-per-acquisition) advertising relationships with an array of

Current report — wording carried from elsewhere

Depreciation and amortization costs consist of depreciation related to property and equipment, including internally developed software, as well as amortization of intangible assets recorded in connection with business acquisitions, and other intangible assets of the Company. The increase in depreciation and amortization for the three months ended September 30, 2025 compared to the prior period was primarily due to an increase of $3.7 million in depreciation expense as capitalized software

Current report — wording carried from elsewhere

Income from equity method investment was less than $0.1 million, net of income tax, for the three months ended September 30, 2025 compared to loss from equity method investment of $0.1 million, net of income tax, for the three months

Current report — wording carried from elsewhere

Acquisition to the Notes to the Condensed Consolidated Financial Statements included in Part I Item 1 of this Quarterly Report on Form 10-Q.

Current report — wording carried from elsewhere

Company’s common stock. In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

-35- manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures;

Previous report — wording carried elsewhere

Subscription and Licensing -We provide cloud-based subscription services and generate “fixed” subscription revenues for customer subscriptions and, to a lesser extent, “variable” usage revenues generated from actual usage by our subscribers. We offer subscription and licensing services to businesses, which offer up-to-date insights into global fixed

Previous report — wording carried elsewhere

Entertainment, and Health & Wellness reportable segments. For subscription and licensing revenues, these metrics are used for the Gaming & Entertainment, Health & Wellness, Connectivity, and Cybersecurity & Martech reportable segments. Since all revenues are not reflected in these metrics, management does not use these metrics on a consolidated basis to evaluate performance, but rather uses them on a reportable segment basis as shown further below.

Previous report — wording carried elsewhere

The operating margin we realize on revenues generated from ads placed on our websites and applications is significantly higher than the operating margin we realize from revenues generated from those placed on third-party websites and applications. Growth in advertising revenues from our websites and applications has generally exceeded that from third-party websites and applications. This trend has generally had a positive impact on our operating margins.

Previous report — wording carried elsewhere

a partial release of the valuation allowance against our U.S. capital loss carryforwards, which resulted in a discrete benefit of $3.2 million recognized during the 2025 period as compared to a discrete tax benefit of $0.8 million recognized during the 2024 period; partially offset by

Previous report — wording carried elsewhere

Connectivity’s operating costs and expenses of $74.9 million during the six months ended June 30, 2025 increased $12.5 million compared to the prior period primarily due to a $6.1 million increase in other related expenses due to a 2024 reduction in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $3.0 million increase in professional and other third-party services in 2025, and a $2.0 million increase in salaries, benefits, and other employee expenses in 2025.