Amendment to Current Report (Form 8-K/A)

ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

As previously announced, on March 2, 2026, Ziff Davis, Inc. ("Ziff Davis" or the "Company") entered into a definitive agreement (the "Purchase Agreement") to sell its Connectivity division, comprised of several data and services businesses that sit at the center of the broadband economy and are sources of information on internet connectivity and network performance ("Connectivity") to Accenture Inc. for an aggregate purchase price of $1.2 billion in cash, subject to certain customary adjustments set forth in the Purchase Agreement (the "Sale"). On June 17, 2026 (the "Closing Date") the Company completed the Sale. The Sale is intended to support the Company's ongoing efforts to maximize value for its shareholders. The Company plans to utilize the proceeds of the Sale for general corporate purposes and to fund its capital allocation activities. In the first quarter of 2026, the assets and liabilities of Connectivity were classified as held for sale and the Company determined it met the criteria to present Connectivity as a discontinued operation in accordance with Accounting Standards Codification ("ASC") 205-20, Discontinued Operations.

The unaudited pro forma condensed consolidated financial information below was prepared in accordance with Article 11 of Regulation S-X. This unaudited pro forma condensed consolidated financial information should be read together with the Company's historical consolidated financial statements and accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the year ended December 31, 2025 and in its quarterly report on Form 10-Q for the three months ended March 31, 2026.

The following unaudited pro forma condensed consolidated financial information has been derived from the Company's historical consolidated financial statements and gives effect to the Sale and related transactions. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 reflects the Company's financial position as if the Sale had occurred on March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for each of the years ended December 31, 2025, 2024, and 2023 reflect Connectivity as a discontinued operation. In addition, the unaudited pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflects the Company's results as if the Sale had occurred on January 1, 2025, however, no transaction accounting adjustments were necessary. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 and the unaudited pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 were derived from the Company's quarterly report on Form 10-Q for the three months ended March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the fiscal years ended December 31, 2025, 2024, and 2023 were derived from the Company's annual report on Form 10-K for the year ended December 31, 2025.

The information in the "Discontinued Operations" columns was derived from the Company's consolidated financial statements and related accounting records, and reflects the operating results of and costs to sell Connectivity. Discontinued Operations does not include any allocation of general corporate overhead expense or interest expense of the Company to Connectivity. Discontinued Operations does not reflect what Connectivity's results of operations would have been on a stand-alone basis and are not necessarily indicative of future results of operations. While classified as held for sale and after the Closing Date, the historical financial results of Connectivity will be reflected in our consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles ("GAAP") for all periods.

The Company elected not to show any "management adjustments" presenting potential cost savings in the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information is presented based on information currently available, is intended for informational purposes, is not intended to represent what the Company's Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheet actually would have been had the Sale occurred on the dates indicated above, and does not reflect all actions that may be undertaken by the Company after the disposition of Connectivity. In addition, the "Pro Forma Ziff Davis" columns are not necessarily

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indicative of future results, nor do they reflect what the Company's financial position and results of operations would have been as an independent public company during the periods presented.

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ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2026

(IN THOUSANDS)

			Historical Ziff Davis (as reported)						Transaction Accounting Adjustments Note 1						Notes						Pro Forma Ziff Davis
ASSETS
Cash and cash equivalents			$	519,718					$	1,157,419					(A)						$	1,676,699
									(438)						(C)
Escrow receivable, current			-						12,000						(A)						12,000
Accounts receivable, net of allowances			397,456						-												397,456
Prepaid expenses and other current assets			83,101						-												83,101
Current assets - held for sale			435,223						(435,223)						(B)						-
Total current assets			1,435,498						733,758												2,169,256
Long-term investments			100,075						-												100,075
Property and equipment, net			166,924						-												166,924
Intangibles, net			314,134						-												314,134
Goodwill			1,343,817						-												1,343,817
Deferred income taxes			5,419						-												5,419
Escrow receivable, noncurrent			-						25,000						(A)						25,000
Other assets			28,418						-												28,418
TOTAL ASSETS			$	3,394,285					$	758,758											$	4,153,043
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses			$	450,266					2,565						(C)						$	458,953
									6,122						(D)
Income taxes payable, current			2,706						181,663						(E)						193,127
									8,758						(F)
Deferred revenue, current			132,048						-												132,048
Current portion of long-term debt			148,810						-												148,810
Other current liabilities			15,521						-												15,521
Current liabilities - held for sale			114,365						(114,365)						(B)						-
Total current liabilities			863,716						84,743												948,459
Long-term debt			718,257						-												718,257
Deferred revenue, noncurrent			6,105						-												6,105
Liability for uncertain tax positions			20,150						-												20,150
Deferred income taxes			30,157						(8,758)						(F)						21,399
Other noncurrent liabilities			34,392						-												34,392
TOTAL LIABILITIES			1,672,777						75,985												1,748,762
Common stock			374						-												374
Additional paid-in capital			454,325						-												454,325
Retained earnings			1,332,193						874,186						(B)						2,015,591
									(3,003)						(C)
									(6,122)						(D)
									(181,663)						(E)
Accumulated other comprehensive loss			(65,384)						(625)						(B)						(66,009)
TOTAL STOCKHOLDERS' EQUITY			1,721,508						682,773												2,404,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	3,394,285					$	758,758											$	4,153,043

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ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2026

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

			Historical Ziff Davis (as reported)						Pro Forma Ziff Davis
Total revenues			$	267,641					$	267,641
Operating costs and expenses:
Direct costs			44,317						44,317
Sales and marketing			115,233						115,233
Research, development, and engineering			13,637						13,637
General, administrative, and other related costs			46,644						46,644
Depreciation and amortization			44,878						44,878
Total operating costs and expenses			264,709						264,709
Operating income			2,932						2,932
Interest expense, net			(6,896)						(6,896)
Other income, net			688						688
Loss before income tax expense and income from equity method investment			(3,276)						(3,276)
Income tax expense			(2,637)						(2,637)
Income from equity method investment, net of tax			5,138						5,138
Net loss from continuing operations			(775)						(775)
Net loss per common share:
Basic			$	(0.02)					$	(0.02)
Diluted			$	(0.02)					$	(0.02)
Weighted average shares outstanding:
Basic			37,597,190						37,597,190
Diluted			37,597,190						37,597,190

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ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2025

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

			Historical Ziff Davis (as reported)						Discontinued Operations Note 2						Pro Forma Ziff Davis
Total revenues			$	1,451,268					$	(230,733)					$	1,220,535
Operating costs and expenses:
Direct costs			206,598						(33,335)						173,263
Sales and marketing			543,325						(60,055)						483,270
Research, development, and engineering			61,962						(8,230)						53,732
General, administrative, and other related costs			210,027						(21,944)						188,083
Depreciation and amortization			228,691						(29,022)						199,669
Goodwill impairment			17,579						-						17,579
Total operating costs and expenses			1,268,182						(152,586)						1,115,596
Operating income			183,086						(78,147)						104,939
Interest expense, net			(25,910)						(173)						(26,083)
Loss on sale of businesses			(57,988)						-						(57,988)
Gain on investments, net			5,018						-						5,018
Provision for credit losses on investments			(17,566)						-						(17,566)
Other loss, net			(5,893)						5,359						(534)
Income before income tax expense and loss from equity method investment			80,747						(72,961)						7,786
Income tax expense			(25,447)						15,808						(9,639)
Loss from equity method investment, net of tax			(7,946)						-						(7,946)
Net income (loss)			$	47,354					$	(57,153)					$	(9,799)
Net income (loss) per common share:
Basic			$	1.16											$	(0.24)
Diluted			$	1.15											$	(0.24)
Weighted average shares outstanding:
Basic			40,977,183												40,977,183
Diluted			41,098,514												40,977,183

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ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2024

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

			Historical Ziff Davis (as reported)						Discontinued Operations Note 2						Pro Forma Ziff Davis
Total revenues			$	1,401,688					$	(213,620)					$	1,188,068
Operating costs and expenses:
Direct costs			200,323						(28,633)						171,690
Sales and marketing			519,694						(53,465)						466,229
Research, development, and engineering			67,373						(9,185)						58,188
General, administrative, and other related costs			203,461						(7,405)						196,056
Depreciation and amortization			211,916						(31,817)						180,099
Goodwill impairment			85,273						-						85,273
Total operating costs and expenses			1,288,040						(130,505)						1,157,535
Operating income			113,648						(83,115)						30,533
Interest expense, net			(13,988)						(241)						(14,229)
Loss on sale of businesses			(3,780)						-						(3,780)
Loss on investments, net			(7,654)						-						(7,654)
Other income, net			4,968						(635)						4,333
Income before income tax expense and income from equity method investment			93,194						(83,991)						9,203
Income tax expense			(41,370)						19,138						(22,232)
Income from equity method investment, net of tax			11,223						-						11,223
Net income (loss)			$	63,047					$	(64,853)					$	(1,806)
Net income (loss) per common share:
Basic			$	1.42											$	(0.04)
Diluted			$	1.42											$	(0.04)
Weighted average shares outstanding:
Basic			44,457,071												44,457,071
Diluted			44,519,693												44,457,071

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ZIFF DAVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2023

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

			Historical Ziff Davis (as reported)						Discontinued Operations Note 2						Pro Forma Ziff Davis
Total revenues			$	1,364,028					$	(211,518)					$	1,152,510
Operating costs and expenses:
Direct costs			185,650						(26,153)						159,497
Sales and marketing			487,365						(50,844)						436,521
Research, development, and engineering			68,860						(12,977)						55,883
General, administrative, and other related costs			195,726						(15,236)						180,490
Depreciation and amortization			236,966						(31,763)						205,203
Goodwill impairment			56,850						-						56,850
Total operating costs and expenses			1,231,417						(136,973)						1,094,444
Operating income			132,611						(74,545)						58,066
Interest expense, net			(20,031)						(280)						(20,311)
Loss on investments, net			(28,138)						-						(28,138)
Other loss, net			(9,468)						1,143						(8,325)
Income before income tax expense and loss from equity method investment			74,974						(73,682)						1,292
Income tax expense			(24,142)						18,198						(5,944)
Loss from equity method investment, net of tax			(9,329)						-						(9,329)
Net income (loss)			$	41,503					$	(55,484)					$	(13,981)
Net income (loss) per common share:
Basic			$	0.89											$	(0.30)
Diluted			$	0.89											$	(0.30)
Weighted average shares outstanding:
Basic			46,400,941												46,400,941
Diluted			46,464,261												46,400,941

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ZIFF DAVIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and for the years ended December 31, 2025, 2024, and 2023, include the following pro forma adjustments:

Note 1. Transaction Accounting Adjustments:

(A) Estimated cash proceeds in connection with the Sale are as follows (in thousands):

Base purchase price			$	1,200,000
Purchase price adjustment (i)			16,147
Total consideration			1,216,147
Costs to sell (ii)			(21,728)
Net cash proceeds			1,194,419
Escrow receivable (iii)			(37,000)
Cash and cash equivalents proceeds			$	1,157,419

i.Purchase price adjustment includes items specified in the terms of the Purchase Agreement, including preliminary estimates for closing net working capital, closing cash, closing indebtedness, and closing transaction costs.

ii.Represents the estimated impact of costs associated with the Sale, such as financial advisor success fees, that are not already reflected in historical results.

iii.Amount of proceeds to be held in escrow comprising (a) $12.0 million for working capital adjustments and (b) $25.0 million for indemnifications.

(B) Estimated pre-tax gain on sale, assuming Ziff Davis completed the transaction as of March 31, 2026, is as follows (in thousands):

Net cash proceeds			$	1,194,419
Net assets sold			(320,858)
Realized accumulated other comprehensive income:
Foreign currency translation adjustment			625
Estimated pre-tax gain on sale			$	874,186

For purposes of the unaudited pro forma Condensed Consolidated Balance Sheet, the estimated gain recognized in retained earnings is based on the net carrying value of Connectivity as of March 31, 2026 rather than as of the Closing Date. As a result, the estimated gain reflected herein may differ materially from the actual gain on the Sale as of the Closing Date because of the differences in the carrying value of assets and liabilities at the Closing Date. The pro forma gain on disposal has not been reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount pertains to discontinued operations and does not reflect the impact on income from continuing operations.

(C) Reflects legal, consulting, accounting fees, and other professional services incurred to effect the Sale that are not already reflected in historical results. These items will be expensed as incurred within discontinued operations and therefore have not been reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount does not reflect the impact on income from continuing operations.

(D) In connection with the Sale, the Company will provide incentives to certain Connectivity employees, which include (i) non-recurring cash transaction bonuses and (ii) the conversion of certain unvested equity awards into cash payments equivalent to the closing price of Ziff Davis common stock one full trading day following the Closing Date. The incremental expense and accrued liability for these incentives that is not already reflected in historical results is reflected as a transaction accounting adjustment. These items will be expensed as incurred within discontinued operations and, therefore, have not been

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reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount does not reflect the impact on income from continuing operations.

(E) Reflects the estimated income tax impact of the transaction accounting adjustments. The adjustment was calculated by applying the United States federal statutory income tax rate of 21.0%.

(F) Reflects the estimated deferred taxes related to Connectivity subsidiaries that will reverse upon sale.

Note 2. Discontinued Operations:

The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, reflects the discontinued operations of Connectivity, including the associated assets, liabilities, equity and results of operations, and the non-recurring costs, primarily consisting of professional fees that are directly related to the Sale. Intercompany transactions between the Company and Connectivity that were eliminated in consolidation are excluded from discontinued operations.

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