Ziff Davis, Inc.NASDAQ: ZD

Q3 2026 Presentation

· Issued by Ziff Davis, Inc.

THIRD QUARTER 2026 RESULTS

November 5, 2026

©2026 Ziff Davis. All rights reserved. www.ziffdavis.com

Risk Factors

Some factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation include, but are not limited to, our ability and intention to:

  • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of reduced economic growth, recessions, inflationary conditions, fluctuating interest rates, increased unemployment, supply chain disruptions, and other factors and their related impacts on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines;

  • Maintain and increase our customer base and average revenue per customer;

  • 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;

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

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

  • Continue to expand our businesses and operations internationally in the light of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations;

  • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added, and telecommunication taxes;

  • Manage certain risks related to the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence ("AI");

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

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

  • Accurately estimate the assumptions underlying our effective worldwide tax rate;

  • Maintain favorable relationships with critical third-party vendors;

  • Create compelling digital media content facilitating increased traffic and advertising levels and additional advertisers or an increase in advertising spend, and effectively target digital media advertisements to desired audiences;

  • 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; and adhering to our internal controls and procedures;

  • Compete with other similar providers with regard to price, service, and functionality;

  • Achieve business and financial objectives in light of burdensome domestic and international laws and regulations, including those related to data privacy, access, security, retention, and sharing;

  • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;

  • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, content, copyrights, patents, trademarks, and domain names from infringement by third parties, and avoid infringing upon the proprietary rights of others;

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

  • Recruit and retain key personnel and maintain the beneficial aspects of our corporate culture globally;

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

  • Respond to other factors set forth in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, and the other reports we file from time to time with the SEC.

3

Q3 2026 Consolidated Financial Snapshot - Continuing Operations (1) Revenues

(5.6)%

(in millions)

$306.5

$289.3

Q3 2025 Q3 2026

Adjusted EBITDA (2)

$97.8

$82.2

(in millions)

Adjusted diluted EPS (2)

$1.40

$1.39

(0.7)%

(16.0)%

Q3 2025 Q3 2026

Q3 2025 Q3 2026

4

  1. During the second quarter of 2026, the Company completed the sale of its Connectivity business. The results of the Connectivity business are classified as discontinued operations for all periods presented in this earnings presentation. Unless otherwise noted, all amounts, percentages, and any discussion in this earnings presentation reflect the results from continuing operations, except for the Net cash provided by (used in) operating activities, Free cash flow, and Transaction adjusted free cash flow from continuing and discontinued operations, which are presented on a combined continuing and discontinued operations basis. Furthermore, upon the reclassification of Connectivity as discontinued operations, the Company determined that Connectivity was no longer a reportable segment.

  2. See "Supplemental Information" for non-GAAP reconciliations.

Revenue by Type - Continuing Operations (1)(2) Quarterly Revenues (1) (in millions)

$202

$186

(7.7)%

Advertising and Performance Marketing

Q3 2025 Q3 2026

Quarterly Revenues (1) (in millions)

$101

$98

(2.7)%

Subscription and Licensing

Q3 2025 Q3 2026

  1. Throughout this presentation, revenues are net of inter-segment revenues and revenues by revenue source may not foot to total revenues due to rounding. 5

  2. Excludes revenues that are classified as "other".

Q3 2026 Technology & Shopping Segment Quarterly Revenues (in millions)

$85.2

(3.8)%

Q3 2025 Q3 2026

Other

($1.8)

$82.0

$78.2

$3.7

$84.2

$2.8

Subscription and Licensing

Advertising and Performance Marketing

Quarterly Adjusted EBITDA & Margin (1) (in millions)

$21.8

26.6%

32.2%

(20.4)%

$27.4

1. See "Supplemental Information" for non-GAAP reconciliations.

Q3 2025 Q3 2026

6

Q3 2026 Gaming & Entertainment Segment Quarterly Revenues (in millions)

$31.9

$30.7

$15.7

$15.8

(2.1)%

$0.1

$47.6 $46.6

Q3 2025 Q3 2026

Quarterly Adjusted EBITDA & Margin (1) (in millions)

Other

Subscription and Licensing

Advertising and Performance Marketing

$15.0

32.2%

39.2%

(19.8)%

$18.7

1. See "Supplemental Information" for non-GAAP reconciliations.

Q3 2025 Q3 2026

7

Q3 2026 Health & Wellness Segment Quarterly Revenues (in millions)

$102.3 $92.5

$3.0

$13.7

$85.6

$77.3

$13.5

(9.5)%

$1.7

Q3 2025 Q3 2026

Other

Subscription and Licensing

Advertising and Performance Marketing

Quarterly Adjusted EBITDA & Margin (1) (in millions)

$32.6

35.2%

37.2%

(14.3)%

$38.0

1. See "Supplemental Information" for non-GAAP reconciliations.

Q3 2025 Q3 2026

8

Q3 2026 Cybersecurity & Martech Segment Quarterly Revenues (in millions)

$2.3

$2.8

$69.1

$65.5

(4.6)%

$71.4 $68.2

Q3 2025 Q3 2026

Quarterly Adjusted EBITDA & Margin (1) (in millions)

33.7%

33.2%

$24.1 $22.7

Other

Subscription and Licensing

1. See "Supplemental Information" for non-GAAP reconciliations.

Q3 2025 Q3 2026

(5.8)%

9

Ziff Davis Capital Structure

($ in millions)

Cash and Cash Equivalents Long-term Investments

Total Cash, Cash Equivalents, and Long-term Investments

4.625% Senior Notes

1.75% Convertible Notes (1)

3.625% Convertible Notes

Total Gross Debt (2)

September 30, 2026

$

1,408

100

$

1,508

$

460

149

263

$

872

Multiple of Q3 2026 TTM

Adj. EBITDA

Gross Debt

$

872

2.5x

Net Cash (Cash less Gross Debt)

$

535

1.5x

Net Cash & Investments (Cash + Investments less Gross Debt)

$

635

1.8x

  1. Subsequent to September 30, 2026, the Company repaid 1.75% Convertible Notes that were coming due, including $149.1 million principal and $1.3 million of accrued interest.

  2. Reflects the outstanding principal amount of gross debt. 10

Ziff Davis Share Count Ending Shares Outstanding (in millions)

47.3 46.1

42.9

38.4

33.1

2022 YE 2023 YE 2024 YE 2025 YE 2026 YTD (1)

  1. Share count as of November 2, 2026. 11

SUPPLEMENTAL INFORMATION Non-GAAP Financial Measures

The below non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company's financial statements.

Adjusted EBITDA is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain items including, but not limited to: Interest expense, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; Other (income) loss, net; Income tax (benefit) expense; (Income) loss from equity method investment, net of tax; Depreciation and amortization; Share-based compensation; Transaction, integration, and other charges; Long-lived asset impairments and other charges; and Goodwill impairment.

Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues.

Adjusted net income (loss) is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to: Interest, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; Provision for credit losses on investments; (Income) loss from equity method investment, net of tax; Amortization; Share-based compensation; Transaction, integration, and other charges; Long-lived asset impairments and other charges; and Goodwill impairment.

Adjusted diluted EPS is calculated by dividing Adjusted net income (loss) from continuing operations by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution.

Free cash flow from continuing and discontinued operations is defined as Net cash provided by operating activities from continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any).

Transaction adjusted free cash flow from continuing and discontinued operations is defined as Net cash provided by operating activities, which includes both continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any), and adjusted for cash payments related to the sale of the Connectivity business, including taxes, advisory fees, employee incentives, as well as certain other costs related to the sale.

Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss) from continuing operations, generally based upon the effective marginal tax rate of each adjustment.

13

Quarterly Results from Continuing Operations

Q3 2026

Q2 2026

Q1 2026

FY 2025

(1)

Q4 2025

(1)

Q3 2025

(1)

Q2 2025

(1)

Q1 2025

(1)

$ in 000's, except per share amounts

Revenues

$ 289,326

$ 286,738

$ 267,641

$ 1,220,535

$ 346,384

$ 306,532

$ 294,803

$ 272,816

Adjusted EBITDA

$ 82,220

$ 76,844

$ 63,357

$ 381,385

$ 132,375

$ 97,845

$ 79,783

$ 71,382

Adjusted net income

$ 48,304

$ 37,847

$ 27,546

$ 207,858

$ 79,961

$ 56,818

$ 38,083

$ 32,996

Adjusted diluted EPS

$ 1.39

$ 1.03

$ 0.73

$ 5.06

$ 2.04

$ 1.40

$ 0.91

$ 0.77

  1. Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS include certain allocated overhead expenses previously reported in the Connectivity reportable segment. 14

Non-GAAP reconciliation: Adjusted EBITDA

$ in 000's

Ziff Davis

Three months ended

September 30,

2026 June 30, 2026 March 31, 2026

December 31,

2025

September 30,

2025 June 30, 2025

Net (loss) income from continuing operations

$ (28,692)

$ (52,153)

$ (775)

$ (17,962)

$ (15,957)

$ 14,308

Interest (income) expense, net

(1,825)

5,770

6,896

6,764

6,541

6,584

Loss on sale of businesses

-

-

-

57,988

-

-

Gain on investment, net

-

-

-

-

(678)

(4,340)

Provision for credit losses on investments

-

-

-

-

17,566

-

Other loss (income), net

179

586

(688)

717

(4,060)

2,402

Income tax expense (benefit)

(3,335)

941

2,637

(1,947)

8,037

(69)

Loss (income) from equity method investment,

net of tax

63

133

(5,138)

19,729

(38)

(5,115)

Depreciation and amortization

45,682

46,874

44,878

50,675

50,203

50,334

Share-based compensation

12,841

11,520

8,548

10,272

11,312

10,848

Transaction, integration, and other charges

13,219

5,092

6,632

4,190

6,619

3,980

Long-lived asset impairments and other charges

14,538

3,242

367

1,949

721

851

Goodwill impairment 29,550 54,839 - - 17,579 -

Adjusted EBITDA $ 82,220 $ 76,844 $ 63,357 $ 132,375 $ 97,845 $ 79,783

15

Non-GAAP reconciliation: Adjusted Net Income and Adjusted Diluted EPS

$ in 000's, except per share amounts

Three months ended

Ziff Davis

September

Per diluted

June 30,

Per diluted

March 31,

Per diluted

December

Per diluted

September

Per diluted

June 30,

Per diluted

30, 2026

share (1)

2026

share (1)

2026

share (1)

31, 2025

share (1)

30, 2025

share (1)

2025

share (1)

Net (loss) income from continuing operations

$ (28,692)

$ (0.85)

$ (52,153)

$ (1.43)

$ (775)

$ (0.02)

$ (17,962)

$ (0.46)

$ (15,957)

$ (0.39)

$ 14,308

$ 0.34

Interest, net

65

-

75

-

95

-

85

-

62

-

61

-

Loss on sale of businesses

-

-

-

-

-

-

43,491

1.11

-

-

-

-

Gain on investments, net

-

-

-

-

-

-

-

-

(678)

(0.02)

(4,340)

(0.10)

Provision for credit losses on investments

-

-

-

-

-

-

-

-

17,566

0.43

-

-

Income from equity method investment, net

63

-

133

-

(5,138)

(0.14)

19,729

0.51

(38)

-

(5,115)

(0.13)

Amortization

17,807

0.51

19,249

0.52

19,563

0.52

19,900

0.51

23,453

0.58

22,397

0.54

Share-based compensation

9,561

0.28

9,120

0.25

7,590

0.20

8,712

0.22

8,866

0.22

7,051

0.17

Transaction, integration, and other charges

10,693

0.31

4,116

0.11

5,905

0.16

4,402

0.11

5,366

0.13

3,045

0.07

Long-lived asset impairments and other charges

10,741

0.31

2,468

0.07

306

0.01

1,604

0.04

599

0.02

676

0.02

Goodwill impairment

28,066

0.81

54,839

1.49

-

-

-

-

17,579

0.43

-

-

Adjusted net income

$ 48,304

$ 1.39

$ 37,847

$ 1.03

$ 27,546

$ 0.73

$ 79,961

$ 2.04

$ 56,818

$ 1.40

$ 38,083

$ 0.91

  1. The reconciliation of Net (loss) income from continuing operations per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently. 16

Technology & Shopping

Gaming & Entertainment

Health & Wellness

Cybersecurity & Martech

Corporate

Total

$ 81,980

$ 46,599

$ 92,545

$ 68,202

$ -

$ 289,326

$ (38,798)

$ 11,057

$ 17,312

$ 4,081

$ (27,262)

$ (33,610)

20,284

3,479

12,576

9,185

158

45,682

1,883

677

2,360

1,368

6,553

12,841

1,530

811

306

(189)

10,761

13,219

7,350

(1,041)

-

8,229

-

14,538

29,550

-

-

-

-

29,550

$ 21,799

$ 14,983

$ 32,554

$ 22,674

$ (9,790)

$ 82,220

Technology & Shopping

Gaming & Entertainment

Health & Wellness

Cybersecurity & Martech

Corporate (1)

Total

Non-GAAP reconciliation: Adjusted EBITDA by Segment

Q3 2026

$ in 000's

Revenues

Operating (loss) income Depreciation and amortization Share-based compensation

Transaction, integration, and other charges Long-lived asset impairments and other charges Goodwill impairment

Adjusted EBITDA

Q3 2025

$ in 000's

Revenues $ 85,189 $ 47,578 $ 102,306 $ 71,459 $ - $ 306,532

Operating income (loss)

$

48

$ 14,688

$ 22,858

$ (6,425)

$ (19,758)

$ 11,411

Depreciation and amortization

22,599

2,949

13,406

11,121

128

50,203

Share-based compensation

1,422

429

1,698

1,235

6,528

11,312

Transaction, integration, and other charges

2,640

507

152

505

2,815

6,619

Long-lived asset impairments and other charges

684

100

(106)

43

-

721

Goodwill impairment - - - 17,579 - 17,579

Adjusted EBITDA $ 27,393 $ 18,673 $ 38,008 $ 24,058 $ (10,287) $ 97,845

  1. Includes certain allocated overhead expenses previously reported in the Connectivity reportable segment. 17

Q3 2026 and Q3 2025 Reconciliation of GAAP to Non-GAAP Financial Measures

Q3 2026

GAAP amount

Interest, net

Provision for credit losses on investments

(Income) loss from equity method investments, net

Amortization

Share-based compensation

Transaction, integration, and other charges

Long-lived asset impairments and other charges

Goodwill impairment

Adjusted non-GAAP amount

$ in 000's

Direct costs

$(43,640)

$-

$-

$-

$-

$70

$173

$-

$-

$(43,397)

Sales and marketing

$(126,149)

-

-

-

-

1,411

2,032

-

-

$(122,706)

Research, development, and engineering

$(13,629)

-

-

-

-

1,076

750

-

-

$(11,803)

General, administrative, and other related costs

$(64,286)

-

-

-

-

10,284

10,259

14,538

-

$(29,205)

Depreciation and amortization

$(45,682)

-

-

-

24,595

-

-

-

-

$(21,087)

Goodwill impairment

$(29,550)

-

-

-

-

-

-

-

29,550

$-

Interest income

$1,825

87

-

-

-

-

-

-

-

$1,912

Other loss, net

$(179)

-

-

-

-

-

-

-

-

$(179)

Income tax benefit (expense) (1)

$3,335

(22)

-

-

(6,788)

(3,280)

(2,521)

(3,797)

(1,484)

$(14,557)

Loss from equity method investment, net of tax

$(63)

-

-

63

-

-

-

-

-

$-

Total non-GAAP adjustments

$65

$-

$63

$17,807

$9,561

$10,693

$10,741

$28,066

Q3 2025

GAAP amount

Interest, net

(Gain) loss on investments

, net

Provision for credit losses on investments

(Income) loss from equity method investments, net

Amortization

Share-based compensation

Transaction, integration, and other charges

Long-lived asset impairments and other charges

Goodwill impairment

Adjusted non-GAAP amount

$ in 000's

Direct costs

$(44,009)

$-

$-

$-

$-

$-

$56

$-

$-

$-

$(43,953)

Sales and marketing

$(122,308)

-

-

-

-

-

1,019

2,741

-

-

$(118,548)

Research, development, and engineering

$(13,319)

-

-

-

-

-

810

391

-

-

$(12,118)

General, administrative, and other related costs

$(47,703)

-

-

-

-

-

9,427

3,486

721

-

$(34,069)

Depreciation and amortization

$(50,203)

-

-

-

-

30,328

-

-

-

-

$(19,875)

Goodwill impairment

$(17,579)

-

-

-

-

-

-

-

-

17,579

$-

Interest expense

$(6,541)

83

-

-

-

-

-

-

-

-

$(6,458)

Gain on investments, net

$678

-

(678)

-

-

-

-

-

-

-

$-

Provision for credit losses on investments

$(17,566)

-

-

17,566

-

-

-

-

-

-

$-

Other income, net

$4,060

-

-

-

-

-

-

-

(119)

-

$3,941

Income tax expense (2)

$(8,037)

(21)

-

-

-

(6,875)

(2,446)

(1,252)

(3)

-

$(18,634)

Income from equity method investment, net of tax

$38

-

-

-

(38)

-

-

-

-

-

$-

Total non-GAAP adjustments

$62

$(678)

$17,566

$(38)

$23,453

$8,866

$5,366

$599

$17,579

  1. Adjusted effective tax rate was approximately 23.2% for the three months ended September 30, 2026. The calculation is based on a ratio where the numerator is the adjusted income tax expense of

    $14,557 and the denominator is $62,861, which equals adjusted net income of $48,304 plus adjusted income tax expense. 18

  2. Adjusted effective tax rate was approximately 24.7% for the three months ended September 30, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of

$18,634 and the denominator is $75,452, which equals adjusted net income of $56,818 plus adjusted income tax expense.

Non-GAAP reconciliation: Free Cash Flow from Continuing and Discontinued Operations

$ in 000's

Ziff Davis

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Net cash (used in) provided by operating activities from continuing and discontinued operations

$ (77,099)

$ 138,299

$ 41,817

$ 215,986

Less: Purchases of property and equipment

(22,966)

(30,136)

(91,092)

(85,888)

Free cash flow from continuing and discontinued operations

(100,065)

108,163

(49,275)

130,098

Cash taxes related to sale of the Connectivity business

54,994

-

54,994

-

Cash paid for transaction costs related to sale of the Connectivity business

35,090

34

44,343

34

Transaction adjusted free cash flow from continuing and discontinued operations

$ (9,981)

$ 108,197

$ 50,062

$ 130,132

19

Key Operating Metrics by Segment - Advertising and Performance Marketing

2025

2026

Q3

Q3

94.0%

87.0%

634

717

$132,849

$109,111

88.8%

84.7%

431

537

$74,053

$57,224

102.1%

95.9%

825

723

$103,132

$106,710

Technology & Shopping Net advertising and performance marketing revenue retention (1) Customers (2)

Quarterly revenue per customer (3)

Gaming & Entertainment Net advertising and performance marketing revenue retention (1) Customers (2)

Quarterly revenue per customer (3)

Health & Wellness Net advertising and performance marketing revenue retention (1) Customers (2)

Quarterly revenue per customer (3)

  1. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenues recognized related to prior year customers in the current year period (excluding revenues from acquisitions during the stub period) divided by (ii) the trailing twelve months revenues recognized related to prior year customers in the prior year period (excluding revenues from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenues in the measurement period.

  2. Excludes customers that generated less than $2,500 in the quarter and those of certain newly acquired businesses.

  3. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2). 20

Key Operating Metrics by Segment - Subscription and Licensing

2025

2026

Q3

514,000

Q3

483,000

$30.49

$32.66

1,902,000

1,480,000

$7.17

$8.41

1,232,000

1,223,000

$56.13

$53.50

Gaming & Entertainment

Customers (1)(2)

Average quarterly revenue per customer (2)(3)

Health & Wellness

Customers (1)(2)

Average quarterly revenue per customer (2)(3)

Cybersecurity & Martech

Customers (1)(4)

Average quarterly revenue per customer (3)

  1. Represents the quarterly average of the end of month customer counts (rounded).

  2. The metric includes the sale of licenses, for which when applicable, revenue is recorded at a point in time rather than over-time. For the three months ended September 30, 2026, a licensing arrangement totaling $1.0 million of revenue at the Health & Wellness reportable segment was excluded from the above metrics as its nature and size were significantly different from the other components of the metrics presented for the Health & Wellness reportable segment.

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  3. Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1).

  4. Resellers within Cybersecurity & Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.

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