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 2025, Ziff Davis generated $407 million in Cash from Operating Activities and $288 million in Free Cash Flow, while growing revenues for a second consecutive year. Our capital allocation strategy remained active and balanced. During the year, we returned significant value to our stockholders by repurchasing nearly 4.9 million shares for approximately $174 million, while deploying almost $69 million for strategic acquisitions. We ended the year with a healthy balance sheet, including $700 million in cash and long-term investments, and significant additional borrowing capacity. Ziff Davis is committed to pursuing value-enhancing catalysts for our stockholders and recently announced an agreement to sell our Connectivity division for $1.2 billion, unlocking a significant return.

Ziff Davis continues to innovate in our product offerings and processes across our five core segments. We are building and leveraging artificial intelligence that commercializes proprietary data through new ad platforms, delights our users through enhanced experiences, optimizes content delivery across our network, and drives operational efficiencies through automated workflows. We view AI as a tool that improves user experiences and boosts internal productivity, not as a replacement for high-quality trusted content produced by our journalists and creators.

Our leadership in corporate responsibility and workplace excellence was once again recognized through several accolades over the past year. Ziff Davis was named to Newsweek’s 2026 rankings of America’s Most Responsible Companies and America’s Greenest Companies. We were also honored with Stevie Awards for Great Employers, receiving medals for “Best Corporate Social Responsibility Strategy” and “Achievement in Coaching and Mentoring,” while our Global Mentorship Program received Mentorloop’s “Most Impactful Mentoring Program” award for the fourth consecutive year.

On behalf of the Board of Directors, I thank our employees for their hard work and unwavering commitment, and our stockholders for their continued support as we look to create and deliver long-term value.

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 6, 2026

We will hold the 2026 virtual Annual Meeting of Stockholders of Ziff Davis, Inc., a Delaware corporation, on Wednesday May 6, 2026, at 9:30 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/ZD2026, 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 2026;

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 13, 2026 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2026 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 26, 2026, 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’ 2025 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 26, 2026

New York, New York

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

on or about March 26, 2026.

PROXY STATEMENT

TABLE OF CONTENTS

ABOUT ZIFF DAVIS

For nearly a hundred years, Ziff Davis has published high-quality journalism and media. Ziff Davis' portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and marketing technology. Our brands include CNET, PCMag, Mashable, Spiceworks, RetailMeNot, IGN, Humble Bundle, Everyday Health, BabyCenter, theSkimm, MedPage Today, Lose It!, Speedtest, RootMetrics, Ekahau, VIPRE, Moz, and IPVanish.

Ziff Davis’s digital media brands publish nearly 2 million articles each year, with Ziff Davis’ top web properties and mobile apps together averaging hundreds of millions of unique visitors monthly in 2025. Ziff Davis had approximately 3,900 employees at the end of 2025.

In 2025, Ziff Davis had revenues of $1,451 million, Net Income of $47 million, and Adjusted EBITDA of $495 million. Revenues grew 3.5% over 2024, Net Income declined 24.8%, Adjusted EBITDA grew 0.3%, Net Income per diluted share declined 19.0%, and Adjusted Diluted EPS grew 0.2% versus 2024. See Appendix A for non-GAAP reconciliations.

The Company was able to effectively allocate capital by reinvesting in our operating businesses, repurchasing shares, and consummating accretive acquisitions. The Company has focused on generating significant after-tax free cash flow, with our free cash flow conversion for the year reflecting our emphasis on this metric. In 2025, Ziff Davis generated $407 million of Cash from Operating Activities, up 4.3% over 2024, and approximately $288 million of Free Cash Flow, up 1.5% over 2024. Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measures in Appendix A to this proxy statement.

The Company ended 2025 with a very strong balance sheet, even after deploying approximately $69 million of cash on acquisitions and approximately $174 million on stock repurchases during the year.

On March 3, 2026, the Company announced that it had entered into a definitive agreement to sell its Connectivity division to Accenture for $1.2 billion in cash. The Company will continue to own and operate the Connectivity division until the transaction is completed.