During the first quarter of 2026, the Company entered into a definitive agreement to sell Connectivity to Accenture 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 and recorded a pre-tax gain on sale, net of costs to sell, of approximately $0.0 million and $860.6 million, within ‘Net income from discontinued operations, net of tax’, during the three and nine months ended September 30, 2026. Total proceeds were approximately $1,216.1 million, consisting of approximately $1,179.1 million cash received at closing and $37.0 million held in escrow. The cash received at closing of $1,179.1 million, net of $45.0 million cash divested, was $1,134.1 million. Escrow is comprised of (a) $12.0 million for working capital adjustments to be settled within 120 days of the Closing Date and (b) $25.0 million for indemnifications to be paid upon the earlier of the settlement of indemnification matters or three years following the Closing Date. The escrow receivable for the working capital adjustments is included in ‘Accounts receivable, net’ in the Condensed Consolidated Balance Sheets and the escrow receivable for the indemnifications is included in ‘Other assets’ in the Condensed Consolidated Balance Sheets.

The Connectivity business included 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 and primarily generates revenues through the granting of access to, or delivery of, data products or services to customers and the sale of perpetual software licenses, related software support, and maintenance. 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, subject to the conditions of the Company’s outstanding debt securities.

The Company also entered into a transition services agreement (“TSA”) with Accenture to provide certain transition services in order to facilitate the transition. Under the terms of the transition services agreement, the Company will provide certain post-closing accounting, tax, treasury, technology, and human resource services on a transitional basis for up to twelve months from the Closing Date, with the ability to extend for two additional consecutive three-month periods. Under the terms of the TSA, certain employees associated with Connectivity will remain employees of Ziff Davis and work exclusively in support of Connectivity at Connectivity’s expense. The Company does not have any other significant involvement with Connectivity following the Closing Date.

As of September 30, 2026, the net amount due from Accenture under the TSA was $4.8 million and is included in ‘Accounts Receivable, net’ on the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2026, total expenses recognized under the TSA offset respective billings and have no net effect on the Condensed Consolidated Statements of Operations.

During the first quarter of 2026, the Company determined that the Sale met the held-for-sale and discontinued operations accounting criteria. The assets and liabilities of Connectivity were classified as discontinued operations for all periods presented in accordance with ASC 205-20, Discontinued Operations as the disposition constitutes a strategic shift that will have a major effect on the Company’s operations and financial results. Furthermore, upon reclassification of Connectivity as discontinued operations, the Company determined that Connectivity is no longer a reportable segment.


	September 30, 2026		December 31, 2025
Cash and cash equivalents	$	—	$	33,234

Accounts receivable, net of allowances	—		43,775
Prepaid expenses and other current assets	—		14,208
Total current assets	—		91,217


Property and equipment, net	—		51,049
Intangible assets, net	—		6,034
Goodwill	—		260,573
Deferred income taxes, noncurrent	—		179
Other assets	—		4,942
Total assets	$	—	$	413,994

Accounts payable and accrued expenses	$	—	$	12,516
Income taxes payable, current	—		2,164
Deferred revenue, current	—		60,292

Other current liabilities	—		1,244
Total current liabilities	—		76,216


Deferred revenue, noncurrent	—		12,430
Deferred income taxes, noncurrent	—		296


Other noncurrent liabilities	—		3,815
Total liabilities	$	—	$	92,757


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Total revenues	$	—	$	57,179	$	110,432	$	170,405
Operating costs and expenses:
Direct costs	—		9,143		16,932		24,261
Sales and marketing	—		15,527		28,528		45,350
Research, development, and engineering	—		2,083		4,481		6,320
General, administrative, and other related costs	—		6,293		26,932		15,316
Depreciation and amortization	—		7,116		4,905		21,767

Total operating costs and expenses	—		40,162		81,778		113,014
Operating income	—		17,017		28,654		57,391
Interest income, net	—		45		117		169
Gain on sale of business	—		—		860,597		—
Other income (loss), net	—		38		999		(4,674)
Income from discontinued operations before income taxes	—		17,100		890,367		52,886
Income tax expense	—		(4,741)		(190,717)		(14,065)

Net income from discontinued operations, net of tax	$	—	$	12,359	$	699,650	$	38,821


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Depreciation and amortization	$	—	$	7,116	$	4,905	$	21,767
Capital expenditures	$	—	$	7,799	$	14,398	$	20,176
Share-based compensation	$	—	$	885	$	3,829	$	2,434
Deferred income tax expense (benefit)	$	—	$	2,674	$	(19,126)	$	2,964