Skip to main content

ZIFF DAVIS, INC.

For the period ended Mar 31, 2026. Filed May 8, 2026.

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.

Mar 31, 2026 · Filed May 8, 2026

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

0001084048-25-000066

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001084048-26-000026

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 164 previous paragraphs and 143 current paragraphs.

71 unchanged; 48 reworded; 18 added; 41 removed; 4 previous and 6 current paragraphs rearranged.

Tables are not compared: 19 previous and 17 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 (18)

Current report

◦Complete the planned divestiture of our Connectivity business on the anticipated terms and timing, or at all, including through the satisfaction or waiver of closing conditions, receipt of required regulatory approvals, and the absence of legal or other impediments to closing;

Current report

◦Realize the anticipated benefits from the divestiture of our Connectivity business;

Current report

On March 2, 2026, the Company entered into a definitive agreement to sell its Connectivity business to Accenture Inc. (“Accenture”) for $1.2 billion in cash. The sale is expected to close in the next couple of months, subject to the receipt of customary regulatory approvals and satisfaction of other closing conditions. The transaction is intended to support the Company’s ongoing efforts to maximize value for it’s shareholders.

Current report

Upon reclassification of Connectivity as discontinued operations, the Company determined that Connectivity is no longer a reportable segment. The Company will continue to own and operate the Connectivity business in the ordinary course until the closing of the transaction. Refer to Note 5 -Divestituresin Item 1 of Part I of this Quarterly Report on Form 10-Q for further details.

Current report

Pre-tax book loss for the three months ended March 31, 2026 compared to pre-tax book income for the three months ended March 31, 2025, resulted in a disproportionate effective income tax rate; partially offset by

Current report

an increase in our foreign-derived deduction-eligible income ("FDDEI”) due to changes under OBBBA that are effective starting January 1, 2026 and simplified expense allocations.

Current report

Loss from continuing operations was $0.8 million for the three months ended March 31, 2026 compared to income from continuing operations of $9.8 million for the three months ended March 31, 2025. The decrease in income from continuing operations during the three months ended March 31, 2026 compared to the prior period was driven by the factors discussed above.

Current report

Net income from discontinued operations, net of tax was $23.0 million for the three months ended March 31, 2026 compared to net income from discontinued operations, net of tax of $14.4 million for the three months ended March 31, 2025. The increase in net income from discontinued operations, net of tax during the three months ended March 31, 2026 compared to the prior period was primarily due to a $3.8 million increase in revenues and a $16.0 million increase in income tax benefit related primarily to deferred tax assets recorded upon our classification of Connectivity as held-for-sale, partially offset by a $8.8 million increase in transaction costs and $2.3 million increase in stock-based compensation related to the disposition of the Connectivity business.

Current report

Net income was $22.3 million for the three months ended March 31, 2026 compared to net income of $24.2 million for the three months ended March 31, 2025. The decrease in net income during the three months ended March 31, 2026 compared to the prior period was driven by the factors discussed above.

Current report

Technology & Shopping’s revenues of $71.2 million during the three months ended March 31, 2026 decreased $10.5 million compared to the prior period primarily due to a $11.1 million decrease in advertising and performance marketing revenues, primarily driven by $4.4 million and $3.6 million decreases in performance marketing revenues in our Technology business and our Shopping business, respectively, and a $2.6 million decrease in the first party advertising revenues in our Technology business, partially offset by a $0.6 million increase in subscription and licensing revenues. The decline in revenues during the quarter was driven by traffic pressures impacting affiliate commerce and programmatic display advertising.

Current report

Technology & Shopping’s operating costs and expenses of $77.6 million during the three months ended March 31, 2026 decreased $8.0 million compared to the prior period primarily driven by a $2.5 million decrease in an advertising and performance marketing related expenses, a $2.2 million decrease in professional and other third-party services, a $2.0 million decrease in salaries, benefits, and other employee expenses, and a $1.8 million decrease in depreciation and amortization expenses, partially offset by a $0.8 million increase in partner payments.

Current report

Health & Wellness’s operating costs and expenses of $77.3 million during the three months ended March 31, 2026 increased $8.5 million compared to the prior period primarily due to a $4.3 million increase in salaries, benefits, and other employee expenses due in part to an acquisition in 2025, an absence of $1.8 million reduction in expenses related to change in contingent consideration that occurred in the comparable 2025 period, and a $1.4 million increase in advertising and marketing related expenses.

Current report

Cybersecurity & Martech‘s operating costs and expenses of $56.1 million during the three months ended March 31, 2026 increased $0.1 million.

Current report

As of March 31, 2026 and December 31, 2025, our cash and cash equivalents were $519.7 million and $573.8 million, respectively.
Removed paragraphs (41)

Previous report

As described in our Annual Report on Form 10-K for the year ended December 31, 2024, the Company has five operating segments which are now presented as the following five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. Prior period segment information is presented on a comparable basis to conform to this new segment presentation with no effect on previously reported consolidated results. Refer to Note 13 —Segment Information for additional detail.

Previous 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.

Previous 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.

Previous report

The main focus of our Connectivity segment is to collect and correlate the information on internet connectivity, network performance, and consumer experiences, while providing insights and software relating to broadband networks. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our global customers.

Previous report

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 report

-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 report

-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 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.

Previous report

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 report

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 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.

Previous 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;

Previous 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.

Previous 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;

Previous report

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 report

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 report

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

Previous report

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 report

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 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.

Previous report

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 report

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 report

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 report

Health & Wellness’s revenues of $287.5 million during the nine months ended September 30, 2025 increased $30.8 million compared to the prior period primarily due to a $27.2 million increase in advertising and performance marketing revenues, driven by a $26.1 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $4.0 million increase in subscription and licensing revenues, partially offset by a $0.3 million decline in other revenues.

Previous report

Health & Wellness’s operating costs and expenses of $79.4 million during the three months ended September 30, 2025 increased $6.9 million compared to the prior period primarily due to a $1.8 million increase in salaries, benefits, and other employee expenses, a $1.2 million increase in partner payments, and a $1.2 million increase in cloud computing, software, and other related expenses.

Previous 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.

Previous report

Connectivity’s revenues of $57.2 million during the three months ended September 30, 2025 increased $1.2 million compared to the prior period primarily due to an increase of $0.9 million in subscription and licensing revenues driven by a $1.1 million increase in our revenues from network performance services.

Previous report

Connectivity’s revenues of $170.4 million during the nine months ended September 30, 2025 increased $11.0 million compared to the prior period primarily due to an increase of $10.6 million in subscription and licensing revenues driven primarily by a $10.5 million increase in our revenues from network performance services.

Previous 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.

Previous report

Connectivity’s operating costs and expenses of $115.6 million during the nine months ended September 30, 2025 increased $18.1 million compared to the prior period primarily due to a $7.8 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 $4.8 million increase in professional and other third-party services in 2025, and a $4.0 million increase in salaries, benefits, and other employee expenses in 2025.

Previous report

As a result of these factors, Connectivity’s operating income of $16.5 million during the three months ended September 30, 2025 decreased $4.4 million compared to the prior period. Connectivity’s operating income of $54.8 million during the nine months ended September 30, 2025 decreased $7.1 million compared to the prior period.

Previous report

Cybersecurity & Martech‘s operating costs and expenses of $77.9 million during the three months ended September 30, 2025 increased $22.7 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $3.1 million increase in depreciation and amortization expense, a $1.6 million increase in cloud computing, software, and other related expenses, and a $1.6 million increase in professional and other third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

Previous report

Cybersecurity & Martech‘s operating costs and expenses of $190.0 million during the nine months ended September 30, 2025 increased $21.4 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $6.8 million increase in depreciation and amortization expense, a $2.0 million increase in partner payments, and a $1.8 million increase in cloud computing, software, and other related expenses, partially offset by a $3.6 million decrease in salaries, benefits, and other employees expenses and a $3.0 million decrease in advertising and marketing related expenses.

Previous report

Cash, cash equivalents, and investments consisted of (in thousands):

Previous report

During the three and nine months ended September 30, 2025, the Company received the distribution from the OCV Fund of $1.5 million and $10.8 million, respectively. For information on long-term investments of the Company, refer to Note 4 — Investments in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Reworded paragraphs (48)

Previous wording

In addition to historical information, certain statements included in this Quarterly Report on Form 10-Q may be forward-looking statements, including statements regarding the intent, belief or current expectations of the Company. These statements may include those concerning our possible or assumed future results of operations, business, strategy and current and future acquisitions, as well as the assumptions on which such statements are based. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements generally are identified by use of the words “anticipates,” “believes,” “estimates,” “hopes,” “may,” “will,” “seeks,” “protects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should,” or similar expressions, although not all forward-looking statements contain these identifying words. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (together, the “Risk Factors”), the factors discussed in Part I, Item 3 in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk”, and any risks and uncertainties identified in our other filings with the SEC, as such risks, uncertainties and other important factors may be updated from time to time in our subsequent reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions and speak only as of the date they are made. We undertake no obligation to revise, update or publicly release the results of any revision to these forward-looking statements to reflect changed assumptions, new information or the occurrence of unanticipated events, unless required by law.

Current wording

In addition to historical information, certain statements included in this Quarterly Report on Form 10-Q may be forward-looking statements, including statements regarding the intent, belief or current expectations of the Company. These statements may include those concerning our possible or assumed future results of operations, business, strategy and current and future acquisitions, as well as the assumptions upon which such statements are based. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements generally are identified by use of the words “anticipates,” “believes,” “estimates,” “hopes,” “may,” “will,” “seeks,” “protects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should,” or similar expressions, although not all forward-looking statements contain these identifying words. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (together, the “Risk Factors”), the factors discussed in Part I, Item 3 in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk”, and any risks and uncertainties identified in our other filings with the SEC, as such risks, uncertainties and other important factors may be updated from time to time in our subsequent reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions and speak only as of the date they are made. We undertake no obligation to revise, update or publicly release the results of any revision to these forward-looking statements to reflect changed assumptions, new information or the occurrence of unanticipated events, unless required by law.

Previous wording

◦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;

Current wording

◦Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations;

Previous wording

◦Prevent system failures, security breaches, and other technological issues;

Current wording

◦Prevent system failures, cybersecurity breaches, and other technological issues;

Previous wording

◦Manage certain risks associated with environmental, social, and governmental matters, including related reporting obligations, that could adversely affect our reputation and performance;

Current wording

◦Manage certain risks associated with environmental, social, and governance matters, including related reporting obligations, that could adversely affect our reputation and performance;

Previous wording

◦Meet our publicly announced guidance or other expectations about our business and future operating results; and

Current wording

◦Meet any publicly announced guidance or other expectations about our business and future operating results; and

Previous wording

Advertising and Performance Marketing - We sell online display and video advertising on our owned-and-operated websites and applications and on third-party sites. We have contractual arrangements with advertisers either directly or through agencies. The terms of these contracts specify the price of the advertising to be sold and the volume of advertisements that will be served over the course of a campaign. Additionally, we have contractual arrangements with certain third-party websites and applications not owned by us, and third-party advertising networks to deliver online display and video advertising to their websites and applications or to third-party sites. We generate leads for advertisers, including vendors of consumer health and wellness products, consumer packaged goods, and information technology services, through various marketing methods. We also generate clicks to online merchants by listing products, deals, and discounts on our web properties, and earn a commission when customers “click-through” the ad to make a purchase.

Current wording

Advertising and Performance Marketing - We sell online display and video advertising on our owned-and-operated websites and applications and on third-party sites. We have contractual arrangements with advertisers either directly or through agencies. The terms of these contracts specify the price of the advertising to be sold and the volume of advertisements that will be served over the course of a campaign. Additionally, we have contractual arrangements with certain third-party websites and applications not owned by us, and third-party advertising networks to deliver online display and video advertising to their

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, and revenues from a customer acquisition platform for subscription services companies.

Current wording

Other- Other revenues primarily include those from online course revenues and revenues from a customer acquisition platform for subscription services companies.

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 & 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.

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, and Cybersecurity & Martech reportable segments. Since all revenues are not

Previous wording

Subscription and Licensing- For our subscription and licensing revenues, management has identified the number of customers and average quarterly revenue per customer as relevant to investors’ and others’ assessment of our financial condition and results of operations. We believe that the number of customers that we serve is an indicator of our customer retention and growth. We believe the average monthly revenue per customer provides insights that contribute to certain of our business planning decisions. Beginning in the first quarter of 2025, management no longer uses Subscription and Licensing churn rate in its assessment of broad performance of each reportable segment. Management no longer analyzes churn rate broadly because it believes that the number of total customers is a more meaningful reportable segment level metric due to the impact of expiring licenses on the metric. Additionally, due to the nature of certain of the Company’s services, changes in our customer base are expected and do not have significant financial implications to the Company as the Company generally does not have significant upfront customer acquisition costs for these customers.

Current wording

Subscription and Licensing- For our subscription and licensing revenues, management has identified the number of customers and average quarterly revenue per customer as relevant to investors’ and others’ assessment of our financial condition and results of operations. We believe that the number of customers that we serve is an indicator of our customer retention and growth. We believe the average monthly revenue per customer provides insights that contribute to certain of our business planning decisions. Due to the nature of certain of the Company’s services, changes in our customer base are expected and do not have significant financial implications for the Company as the Company generally does not have significant upfront customer acquisition costs for these customers.

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 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.

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 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026. During the three months ended March 31, 2026, 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

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.

Current 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. Following impairment at one reporting unit within the Cybersecurity & Martech reportable segment during the year ended December 31, 2025, there was no excess of fair value over the carrying value at that reporting unit. So any further decrease in estimated fair value of this reporting unit greater than any decrease in the carrying value will result in an additional impairment charge to goodwill. Goodwill at this reporting unit was $159.8 million as of March 31, 2026. 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 March 31, 2026. 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 Nine Months Ended September 30, 2025

Current wording

Results of Operations for the Three Months Ended March 31, 2026

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. 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.

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

Previous wording

We expect acquisitions to remain an important component of our strategy and use of capital across our Company; however, for a number of reasons, including macroeconomic conditions, in a given period, we may close greater or fewer acquisitions than in prior periods or acquisitions of greater or lesser significance than in prior periods. Moreover, future acquisitions of businesses with different business models, may impact overall operating profit margins. From time to time, the Company may take steps to reduce investment in one or more of its business activities. In the past, we have divested certain businesses that we determined were no longer consistent with the Company’s focus or that no longer aligned with the current or expected business performance of the Company’s other businesses.

Current wording

We expect acquisitions to remain an important component of our strategy and use of capital across our Company; however, for a number of reasons, including macroeconomic conditions, in a given period, we may close greater or fewer acquisitions than in prior periods or acquisitions of greater or lesser significance than in prior periods. Moreover, future acquisitions of businesses with different business models, may impact overall operating profit margins. From time to time, the Company may take steps to reduce investment in one or more of its business activities. In the past, we have divested certain businesses that we determined were no longer consistent with the Company’s focus or that no longer aligned with the current or expected business performance of the Company’s other businesses. Our planned divestiture of the Connectivity business is intended to support our ongoing effort to maximize value for the Company’s shareholders.

Previous 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.

Current wording

Our revenues decreased during the three months ended March 31, 2026 compared to the prior period primarily due to a $8.8 million decrease in advertising and performance marketing revenues. This decrease was driven primarily by a $11.1 million decrease in our Technology & Shopping reportable segment, partially offset by a $1.3 million increase in Gaming & Entertainment reportable segment and $1.0 million increase in our Health & Wellness reportable segment. Subscription and licensing revenues increased $1.9 million compared to the prior year period due primarily to a $1.5 million increase in our Gaming & Entertainment reportable segment. Other revenues increased $1.8 million compared to the prior year period due primarily to a $2.7 million increase in our Cybersecurity & Martech reportable segment, partially offset by a $0.9 million decrease in our Health & Wellness reportable segment. Included in revenue during the three months ended March 31, 2026 was $11.1 million of incremental revenues contributed by businesses acquired during 2025.

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 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.

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 March 31, 2026 compared to the prior period was primarily due to a $1.5 million increase in campaign fulfillment costs related to a business acquired in 2025, a $1.5 million increase in partner payments, and a $1.4 million increase in cloud computing, software, and other 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

Current 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 March 31, 2026 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 prior year acquisitions, partially offset by a $1.6 million decrease in professional and third-party services.

Previous 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.

Current 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 March 31, 2026, compared to the prior period was primarily due to a $0.4 million decrease in salaries, benefits, and other employee expenses, partially offset by a $0.2 million increase in professional and other third-party services.

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 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.

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 March 31, 2026 compared to the prior period was primarily due to a $3.3 million increase in professional and other third-party services.

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 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 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 decrease in depreciation and amortization for the three months ended March 31, 2026 compared to the prior period was primarily due to a $4.2 million decrease in amortization expense due to certain intangible assets being in run-off state and having a greater amortization expense earlier in life.

Previous 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):

Current wording

The following table represents the components of non-operating income and expenses for the three months ended March 31, 2026 and 2025 (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 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.

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 months ended March 31, 2026 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 interest rates.

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 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.

Current wording

The Company’s 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 $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.

Current wording

Provision for income taxes from continuing operations amounted to income tax expense of $2.6 million and $3.6 million for the three months ended March 31, 2026 and 2025, respectively. Our effective tax rate was (80.5)% and 53.2% for the three months ended March 31, 2026 and 2025, respectively.

Previous 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:

Current wording

The change in our effective income tax rate for the three months ended March 31, 2026 compared to the prior period was primarily attributable to the following:

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 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.

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. 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 (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.

Current wording

Income 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

-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.

Current wording

Income from equity method investment was $5.1 million, net of tax, for the three months ended March 31, 2026 compared to income from equity method investment of $6.6 million, net of tax, for the three months ended March 31, 2025. The decrease in income from equity method investment, net of tax during the three months ended March 31, 2026 compared to the prior period was primarily due to a decrease in the value of the underlying investments.

Previous 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.

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 four reportable segments: (i) Technology & Shopping, (ii) Gaming & Entertainment, (iii) Health & Wellness, and (iv) Cybersecurity & Martech. Reportable segment results presented below exclude inter-segment revenues and expenses.

Previous 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.

Current wording

As a result of these factors, Technology & Shopping’s operating loss of $(6.5) million during the three months ended March 31, 2026 increased $2.5 million compared to the prior period.

Previous 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.

Current wording

Gaming & Entertainment’s revenues of $40.8 million during the three months ended March 31, 2026 increased $2.7 million compared to the prior period primarily due to a $1.5 million increase in subscription and licensing revenues and a $1.3 million increase in advertising and performance marketing revenues, both in our Humble Bundle business.

Previous wording

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 wording

Gaming & Entertainment’s operating costs and expenses of $32.9 million during the three months ended March 31, 2026 increased $3.6 million compared to the prior period primarily due to a $1.0 million increase in partner payments, a $0.9 million increase in professional and other third-party services, and a $0.8 million increase in salaries, benefits, and other employee expenses.

Previous 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.

Current wording

As a result of these factors, Gaming & Entertainment’s operating income of $7.9 million during the three months ended March 31, 2026 decreased $0.9 million compared to the prior period.

Previous wording

Health & Wellness’s revenues of $102.3 million during the three months ended September 30, 2025 increased $11.5 million compared to the prior period primarily due to a $10.5 million increase in advertising and performance marketing revenues, primarily driven by a $9.6 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $0.9 million increase in subscription and licensing revenues, and a $0.1 million increase in other revenues.

Current wording

Health & Wellness’s revenues of $86.0 million during the three months ended March 31, 2026 increased $0.2 million compared to the prior period primarily due to a $1.0 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, partially offset by declines in other of our Health & Wellness lines of business. The increase in advertising and performance marketing revenues was partially offset by a $0.9 million decrease in subscription and licensing revenues.

Previous wording

As a result of these factors, Health & Wellness’s operating income of $22.9 million during the three months ended September 30, 2025 increased $4.6 million compared to the prior period. Health & Wellness’s operating income of $55.8 million during the nine months ended September 30, 2025 increased $15.7 million compared to the prior period.

Current wording

As a result of these factors, Health & Wellness’s operating income of $8.6 million during the three months ended March 31, 2026 decreased $8.3 million compared to the prior period.

Previous wording

Cybersecurity & Martech’s revenues of $207.1 million during the nine months ended September 30, 2025 decreased $7.3 million compared to the prior period primarily due to a $9.7 million decline in subscription and licensing revenues within certain brands of each of the Company’s Martech business and Cybersecurity business, partially offset by a $2.3 million increase in other revenues related to a business acquired in 2025.

Current wording

Cybersecurity & Martech’s revenues of $69.8 million during the three months ended March 31, 2026 increased $2.5 million compared to the prior period primarily due to a $2.7 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business, partially offset by a $0.3 million decrease in subscription and licensing revenues.

Previous wording

As a result of these factors, Cybersecurity & Martech’s operating loss of $6.4 million during the three months ended September 30, 2025 increased $21.3 million compared to the prior period. Cybersecurity & Martech’s operating income of $17.1 million during the nine months ended September 30, 2025 decreased $28.7 million compared to the prior period.

Current wording

As a result of these factors, Cybersecurity & Martech’s operating income of $13.7 million during the three months ended March 31, 2026 increased $2.4 million compared to the prior period.

Previous wording

Cash, cash equivalents, and investments held within domestic and foreign jurisdictions were as follows (in thousands):

Current wording

Cash and cash equivalents held within domestic and foreign jurisdictions were as follows (in thousands):

Previous wording

As of each September 30, 2025 and December 31, 2024, net availability under the Credit Agreement was $348.8 million and $348.9 million, respectively, net of letters of credit.

Current wording

As of each March 31, 2026 and December 31, 2025, availability under the Credit Agreement was $348.8 million, net of letters of credit.

Previous wording

Ziff Davis’ long-term contractual obligations generally include its long-term debt as described above, interest on long-term debt, lease payments on its property and equipment, and holdback amounts in connection with certain business acquisitions. These long-term contractual obligations extend through 2031. Refer to Note 7 –Debt and Note 3 —Business

Current wording

Ziff Davis’ long-term contractual obligations generally include its long-term debt, including its current portion, as described above, interest on long-term debt, lease payments on its property and equipment, and holdback amounts in connection with certain business acquisitions. These long-term contractual obligations extend through 2036. Refer to Note 8 –Debt and Note 3 —Acquisitions in Part I Item 1 of this Quarterly Report on Form 10-Q.

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

-34- websites and applications or to third-party sites. We generate leads for advertisers, including vendors of consumer health and wellness products, consumer packaged goods, and information technology services, through various marketing methods. We also generate clicks to online merchants by listing products, deals, and discounts on our web properties, and earn a commission when customers “click-through” the ad to make a purchase.

Current report — wording carried from elsewhere

-35- 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.

Current report — wording carried from elsewhere

-37- 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.

Current report — wording carried from elsewhere

-43- also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions.

Current report — wording carried from elsewhere

On February 22, 2026, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional ten million shares of the Company’s common stock and (ii) an extension of the expiration date of the share repurchase program from August 2, 2029 to February 22, 2036 (“Amended Stock Repurchase

Current report — wording carried from elsewhere

Program”). As a result of the Amended Stock Repurchase Program, the aggregate number of shares of the Company’s common stock under 2020 Program increases from up to 15 million shares to up to 25 million of the Company’s common stock.
Rearranged previous paragraphs (4)

Previous report — wording carried 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.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

Cybersecurity & Martech’s revenues of $71.5 million during the three months ended September 30, 2025 increased $1.4 million compared to the prior period primarily due to a $2.5 million increase in subscription and licensing revenues within the Company’s Cybersecurity business and a $2.3 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business, partially offset by a $3.4 million decrease in subscription and licensing revenues within the Company’s Martech business.

Previous report — wording carried 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.