v3.26.3
Share-Based Compensation
 9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company’s share-based compensation plans include the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), the 2015 Stock Option Plan (the “2015 Plan”), and the 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of September 30, 2026, 435,135 shares underlying options and 2,416,965 restricted stock units were outstanding under the Plans. As of September 30, 2026, there were 1,539,008 additional shares underlying options, shares of restricted stock, and other share-based awards available for grant under the 2024 Plan.
Share-Based Compensation Expense
The following table presents the effects of share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended September 30,Nine months ended September 30,
2026202520262025
Direct costs
$70 $57 $203 $154 
Sales and marketing1,411 1,019 3,844 2,880 
Research, development, and engineering1,076 810 2,734 2,301 
General, administrative, and other related costs (1)
10,284 9,426 26,128 25,907 
Total share-based compensation expense$12,841 $11,312 $32,909 $31,242 
(1)Includes expense of $0.1 million and $0.3 million related to liability classified awards issued to non-employees of the Company for the three and nine months ended September 30, 2026.
During the first quarter of 2026, the Company modified certain unvested equity awards in connection with the Securities Purchase Agreement between the Company and Accenture, which resulted in a change in classification from equity-classified to liability-classified. The modification and remeasurement of the liability-classified award resulted in zero and $3.0 million of incremental share-based compensation expense recorded within ‘Net income from discontinued operations, net of tax’ during the three and nine months ended September 30, 2026, respectively. In addition, the modification resulted in a decrease in ‘Additional-paid-in-capital’ of $1.8 million on the Condensed Consolidated Financial Statements during the nine months ended September 30, 2026 and a liability of $4.8 million was recorded and paid as of September 30, 2026.
Restricted Stock and Restricted Stock Units
The Company has awarded restricted stock and restricted stock units (“RSUs”) to its Board and senior staff pursuant to the Plans. Compensation expense resulting from restricted stock and restricted stock unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board, generally three or four years for senior staff (excluding market-based awards discussed below), and three to eight years for the Chief Executive Officer. The Company granted 972,496 and 752,246 RSUs (excluding market-based awards discussed below) during the nine months ended September 30, 2026 and 2025, respectively.
The Company has awarded certain key employees equity classified market-based restricted stock (“PSAs”) and equity classified market-based restricted stock units (“PSUs”) pursuant to the Plans. PSAs and PSUs granted prior to 2024 have vesting conditions that are based on specific stock price targets of the Company’s common stock. PSUs granted in 2024 and thereafter vest in shares of the Company’s stock ranging from 0% to 200% of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in a market index over the respective performance periods. The performance period for the PSUs granted in 2026 is three years. In each year, market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in the market index achieving the relative TSR targets.
Share-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. The per share weighted average grant-date fair value of PSUs granted during 2026 and 2025 was $70.72 and $38.80, respectively.
The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:
Nine months ended September 30,
20262025
Underlying stock price at valuation date$43.68 $38.19 
Expected volatility49.1 %34.5 %
Risk-free interest rate3.8 %3.9 %
Restricted stock award (“RSA”) and PSA activity for the nine months ended September 30, 2026 is set forth below:
RSAs
PSAs
Number of
Shares
Weighted Average
Grant Date
Fair Value
Number of
Shares
Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 202627,197 $68.97 163,181 $36.27 
Granted— $— — $— 
Vested(27,197)$68.97 — $— 
Forfeited
— $— (163,181)$36.27 
Nonvested at September 30, 2026
— $— — $— 
  
RSU and PSU activity for the nine months ended September 30, 2026 is set forth below:
RSUs
PSUs
Number of
Shares

Weighted Average Grant Date Fair Value
Number of Shares (1)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 20261,051,455 $47.32 1,015,094 $57.74 
Granted972,496 $40.86 195,849 $70.72 
Vested(432,782)$49.81 — $— 
Forfeited
(202,415)$42.86 (182,732)$50.69 
Outstanding at September 30, 2026
1,388,754 $42.67 1,028,211 $58.25 
(1)Represents the number of shares at 100% achievement.
As of September 30, 2026, share-based compensation cost of $42.7 million is expected to be recognized over a weighted-average period of 1.6 years for RSUs, and share-based compensation cost of $22.4 million is expected to be recognized over a weighted-average period of 1.7 years for PSUs. Share-based compensation cost for RSAs and PSAs is fully recognized.