Every material Form 8-K Ziff Davis has filed with the SEC since June 25, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ziff Davis reported unaudited third quarter 2026 results, with revenue down 5.6% from a year earlier and a swing to an operating loss of $33.6 million, including a $29.6 million goodwill impairment. Adjusted diluted EPS was $1.39 versus $1.40 a year earlier, and the company repurchased $92.0 million of its shares during the quarter. The company will discuss the results on a call on November 6, 2026.
Revenue was $289.3 million versus $306.5 million in Q3 2025; adjusted EBITDA was $82.2 million versus $97.8 million.
Net loss from continuing operations was $28.7 million, or $0.85 per diluted share, compared with a loss of $16.0 million, or $0.39 per share, in Q3 2025.
Adjusted diluted EPS was $1.39 compared with $1.40 a year earlier.
Share repurchases totaled $92.0 million in Q3 2026 and approximately $265 million for the first three quarters of 2026.
Ziff Davis reported preliminary unaudited second-quarter 2026 results, with revenue down 2.7% to $286.7 million and a GAAP operating loss of $(44.7) million, which includes a $54.8 million goodwill impairment. Adjusted diluted EPS rose 13.2% to $1.03, and the company completed the sale of its Connectivity business for total proceeds of about $1,216.1 million while repurchasing $121.5 million of stock in the quarter.
Revenue was $286.7 million versus $294.8 million in Q2 2025; net loss from continuing operations was $(52.2) million, or $(1.43) per diluted share, versus net income of $14.3 million, or $0.34 per share.
Adjusted EBITDA fell to $76.8 million from $79.8 million; adjusted diluted EPS rose to $1.03 from $0.91.
Connectivity sale: about $1,179.1 million cash received at closing and $37.0 million held in escrow, for total proceeds of about $1,216.1 million.
Free cash flow from continuing and discontinued operations was $54.0 million versus $26.9 million a year earlier; the company will hold an earnings call on August 7, 2026, at 8:30 a.m. ET.
Ziff Davis closed its sale of the Connectivity division to Accenture on June 17, 2026, for an aggregate purchase price of $1.2 billion in cash, subject to customary adjustments. Before closing, the company obtained lender consent under its credit agreement and designated the division's subsidiaries as unrestricted under its 4.625% Senior Notes indenture. The filing does not report the division's financial results or the company's gain or loss on the sale.
Sale of Connectivity division to Accenture Inc. closed June 17, 2026, for $1.2 billion in cash
Consent Agreement with lenders dated June 15, 2026, permits the sale under the existing credit agreement
Division subsidiaries designated unrestricted under the indenture for the 4.625% Senior Notes due 2030 shortly before closing
Pro forma financial information to be filed by amendment within four business days of closing
Ziff Davis reported first quarter 2026 results with lower revenue, operating income and profit from continuing operations than a year earlier. The company deferred its fiscal 2026 guidance while it evaluates options, including the agreed sale of its Connectivity business, which is now reported as discontinued operations. Net income including discontinued operations was $22.3 million, and shareholders elected eight directors and approved KPMG LLP as auditor at the May 6 annual meeting.
Revenue was $267.6 million in Q1 2026 versus $272.8 million in Q1 2025, down 1.9%.
Net loss from continuing operations was $0.8 million, or $0.02 per diluted share, versus net income of $9.8 million, or $0.23 per share, a year earlier.
Adjusted EBITDA fell to $63.4 million from $71.4 million, and fiscal 2026 guidance was deferred while the company works with outside advisors.
At the May 6, 2026 annual meeting, all eight director nominees were elected, KPMG LLP was ratified as auditor, and the advisory pay vote was approved.
Ziff Davis said it signed a Securities Purchase Agreement on March 2, 2026, to sell its Connectivity division to Accenture Inc. for $1.2 billion in cash, subject to customary adjustments. The deal has been unanimously approved by the company's Board and is expected to close in the coming months, subject to closing conditions. Shareholders will see the company's remaining business change once the sale closes, though the filing does not state the financial effect of the sale.
Purchase price is $1.2 billion in cash, subject to customary adjustments set out in the agreement.
Agreement signed March 2, 2026, between Ziff Davis, Ziff Davis, LLC and Accenture Inc.
Deal can be terminated if it has not closed by December 2, 2026, which may be automatically extended to March 2, 2027.
At closing, Ziff Davis will provide transition services to Accenture under a Transition Services Agreement.
Ziff Davis reported preliminary unaudited fourth-quarter 2025 revenue of $406.7 million, down from $412.8 million a year earlier, and net income of $0.4 million versus $64.1 million, including a $58.0 million pre-tax loss on a business sale. Full-year revenue rose 3.5% to $1.45 billion, but the company deferred its fiscal 2026 guidance while it evaluates possible sales of entire divisions, which leaves shareholders without a forecast for next year.
Q4 2025 revenue was $406.7 million, down from $412.8 million in Q4 2024; diluted EPS was $0.01 versus $1.43.
Full-year 2025 revenue rose 3.5% to $1.45 billion; GAAP diluted EPS fell to $1.15 from $1.42, while adjusted diluted EPS rose 0.2% to $6.63.
Fiscal 2026 guidance is deferred while outside advisers evaluate value-creating opportunities, including the potential sale of entire divisions.
The company repurchased $173.8 million of its stock in 2025 and reported free cash flow of $287.9 million; the earnings call is set for February 24, 2026 at 8:30 a.m. ET.
Ziff Davis reported unaudited third-quarter 2025 revenue of $363.7 million, up 2.9% from a year earlier, and GAAP net loss narrowed to $3.6 million from $48.6 million. Adjusted diluted EPS rose 7.3% to $1.76, and the company reaffirmed its 2025 guidance. It also said it has engaged outside advisors to evaluate opportunities, including the potential sale of entire divisions, though no final decisions have been made.
Q3 2025 revenue $363.7 million, up 2.9% from $353.6 million; fifth consecutive quarter of revenue growth
GAAP net loss of $3.6 million, or $(0.09) per diluted share, versus a $48.6 million loss in Q3 2024; both periods include goodwill impairments ($17.6 million in 2025, $85.3 million in 2024)
Adjusted EBITDA was $124.1 million, down 0.5% from $124.7 million; free cash flow rose to $108.2 million from $80.1 million
2025 guidance reaffirmed: revenues $1,442 million to $1,502 million; Adjusted EBITDA $505 million to $542 million; Adjusted diluted EPS $6.64 to $7.28; earnings call Nov. 7, 2025 at 8:30 a.m. ET
Ziff Davis reported unaudited second-quarter 2025 results, with revenue up 9.8% to $352.2 million and GAAP net income down 28.6% to $26.3 million. The company reaffirmed its full-year 2025 guidance, including revenue of $1,442 million to $1,502 million and adjusted diluted EPS of $6.64 to $7.28, and will discuss the results on an August 7, 2025 call.
Q2 2025 revenue rose 9.8% to $352.2 million; income from operations rose 17.2% to $33.5 million.
GAAP net income fell to $26.3 million from $36.9 million, and GAAP diluted EPS fell to $0.62 from $0.77.
Adjusted diluted EPS rose 5.1% to $1.24 from $1.18; adjusted EBITDA rose 11.8% to $107.7 million.
FY2025 guidance reaffirmed: revenue $1,442 million to $1,502 million, adjusted EBITDA $505 million to $542 million.
Ziff Davis reported unaudited first-quarter 2025 results, with revenue up 4.5% to $328.6 million and GAAP net income up 128.1% to $24.2 million. Adjusted EBITDA and adjusted diluted EPS both declined from a year earlier, and the company reaffirmed its 2025 guidance.
Q1 2025 revenue rose 4.5% to $328.6 million from $314.5 million; income from operations fell to $35.1 million from $35.9 million.
GAAP diluted EPS was $0.56 versus $0.23; adjusted diluted EPS was $1.14 versus $1.27.
Adjusted EBITDA was $100.2 million versus $100.8 million; free cash flow was $(5.0) million versus $47.4 million, which the company attributed to working capital usage by TDS Gift Cards.
2025 guidance was reaffirmed: revenues of $1,442 million to $1,502 million and adjusted EBITDA of $505 million to $542 million; the earnings call is on May 9, 2025 at 8:30 a.m. ET.
Ziff Davis reported unaudited fourth-quarter 2024 revenue up 5.9% to $412.8 million and adjusted diluted EPS up 10.7% to $2.58, and gave 2025 guidance with revenue of $1.44 billion to $1.50 billion. Full-year 2024 operating income fell 14.3% to $113.6 million after an $85.3 million goodwill impairment, although full-year GAAP net income rose 51.9%. The company also moved to five reportable segments.
Q4 2024 GAAP diluted EPS was $1.43 versus $1.29 a year earlier; Q4 free cash flow was $131.1 million versus $65.9 million.
Full-year 2024 revenue rose 2.8% to $1.40 billion; operating income fell 14.3% to $113.6 million, including the $85.3 million goodwill impairment.
2025 guidance ranges: adjusted EBITDA of $505 million to $542 million and adjusted diluted EPS of $6.64 to $7.28.
Results will be discussed on an earnings call and webcast on February 25, 2025, at 8:30 a.m. ET.
Ziff Davis appointed Lori Tansley as its new Chief Accounting Officer, effective December 2, 2024, succeeding Bret Richter, who had been interim principal accounting officer and remains Chief Financial Officer. Tansley previously served as SVP and Chief Accounting Officer at Ankura Consulting Group, and the filing describes her employment terms, including a $400,000 base salary.
Lori Tansley appointed Chief Accounting Officer and principal accounting officer, effective December 2, 2024
Base salary of $400,000 and annual target bonus of $200,000; one-time equity award worth about $250,000 at grant
Bret Richter resigns as interim principal accounting officer but continues as Chief Financial Officer
Tansley previously was SVP and Chief Accounting Officer at Ankura Consulting Group from March 2021 to July 2024
Ziff Davis reported unaudited third-quarter 2024 revenue of $353.6 million, up 3.7%, and adjusted diluted EPS of $1.64, up 9.3%. GAAP results were weaker: the net loss widened to $48.6 million, or $1.11 per diluted share, including an $85.3 million goodwill impairment. The company reaffirmed its fiscal 2024 guidance.
Q3 2024 revenue was $353.6 million, up from $341.0 million. Digital Media rose 5.8% to $283.6 million, while Cybersecurity and Martech fell 4.1% to $70.0 million.
Net loss was $48.6 million, or $1.11 per diluted share, compared with $31.0 million, or $0.67, in Q3 2023. The period included an $85.3 million goodwill impairment.
Adjusted diluted EPS rose 9.3% to $1.64 from $1.50, and adjusted EBITDA rose 9.6% to $124.7 million.
Fiscal 2024 guidance was reaffirmed: revenue of $1.411 billion to $1.471 billion and adjusted EBITDA of $500.0 million to $521.0 million. An earnings call is set for November 8, 2024, at 8:30 a.m. ET.
Ziff Davis reported unaudited second-quarter 2024 revenue of $320.8 million, down 1.6% from a year earlier, and adjusted diluted EPS of $1.18, down 7.1%. GAAP net income rose to $36.9 million, but income from operations fell 26.5%, and the company reaffirmed its fiscal 2024 guidance. The board also raised the share repurchase authorization by 5 million shares to 15 million, which may support per-share results if used.
Q2 2024 revenue $320.8 million, down 1.6% from $326.0 million; income from operations $28.6 million, down 26.5%
Adjusted diluted EPS $1.18, down 7.1% from $1.27; GAAP net income $36.9 million vs. $16.7 million
2024 guidance reaffirmed: revenue $1,411.0 million to $1,471.0 million; adjusted EBITDA $500.0 million to $521.0 million
Board authorized up to 5 million more shares for repurchase on August 2, 2024, for a total of up to 15 million; 8,241,308 shares remained and the program now expires August 2, 2029
Ziff Davis said Chief Accounting Officer Layth Taki resigned on July 19, 2024 to pursue another opportunity, effective August 16, 2024. The filing states the departure does not involve any disagreement with auditors or management on accounting or disclosure matters. CFO Bret Richter will serve as interim principal accounting officer without additional compensation until a replacement is named.
Layth Taki resigned as Chief Accounting Officer on July 19, 2024, effective August 16, 2024, to pursue another opportunity
The company states the resignation did not result from any disagreement on accounting principles, financial statement disclosure or internal controls
CFO Bret Richter will act as interim principal accounting officer from August 16, 2024 until a replacement is named
Richter will receive no additional compensation for the interim role
Ziff Davis issued $263.1 million of new 3.625% convertible senior notes due 2028 and paid about $135.0 million in cash to exchange $400.9 million of its 1.75% convertible notes due 2026. The exchange extends the maturity of that debt by about two years and adds a new obligation tied to the company's stock price, with potential dilution of up to 2,631,470 shares if converted in shares.
Exchanged $400,891,000 of 1.75% 2026 notes for $263,147,000 of new 3.625% 2028 notes plus about $134,989,000 in cash
New 2028 notes mature March 1, 2028; interest is paid semi-annually starting March 1, 2025
Initial conversion price is $100 per share, implying up to 2,631,470 common shares if settled in stock
Notes are senior unsecured and rank structurally below all subsidiary liabilities
Ziff Davis entered into a Joinder and Amendment to its credit agreement on June 18, 2024, increasing the revolving loan commitment by $250 million, adding JPMorgan Chase and Citibank as lenders, and extending the scheduled maturity date. The amendment also lowers the SOFR credit spread adjustment to 0.10% and allows borrowings to repay or refinance the company's 1.75% Convertible Senior Notes due 2026.
Revolving loan commitment increased by $250,000,000; JPMorgan Chase Bank, N.A. and Citibank N.A. added as new lenders
Scheduled maturity extended from April 7, 2026 to the earlier of June 7, 2027 or, in limited circumstances, August 2, 2026
SOFR credit spread adjustment reduced to 0.10% across all interest period tenors
Loans may be drawn to repay or refinance the 1.75% Convertible Senior Notes due 2026
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