Ziff Davis Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024OR For the transition period fromtoCommission File Number:0-25965 ZIFF DAVIS, INC. (Exact name of registrant as specified in its charter) 47-1053457 Delaware(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 360 Park Avenue S,New York,New York10010(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212)503-3500Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.01 par valueZDThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filero Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of the last business day of the registrant’s most recently completed second fiscal quarter, the approximate aggregatemarket value of the common stock held by non-affiliates, based upon the closing price of the common stock as quoted by the NasdaqGlobal Select Market was $1,502,418,985. Shares of common stock held by executive officers, directors and holders of more than 5%of the outstanding common stock have been excluded. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. As ofFebruary21, 2025, the registrant had42,845,041shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting ofStockholders to be held May 7, 2025 are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS PART I.Item 1.Business3Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings38Item 4.Mine Safety Disclosures38PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities39Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data61Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure117I