ZIFF DAVIS, INC.ZD
ZIFF DAVIS, INC. Fair Value Disclosure
Fair Value Measurements
The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value, and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value.
| § | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||
| § | Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||
| § | Level 3 – Unobservable inputs which are supported by little or no market activity. | |||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Recurring Fair Value Measurements
The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices.
The fair value of the Company’s investment in Consensus common stock was determined using quoted market prices, which is Level 1 input. During the year ended December 31, 2024, the Company sold its remaining investments in Consensus common stock (see Note 5 — Investments).
The Company has an investment in a corporate debt security that does not have a readily determinable fair value because the acquired security is privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The investment is classified as available-for-sale and is initially measured at its transaction price. The fair value of the corporate debt security is determined primarily based on estimates and assumptions, including Level 3 inputs. During the years ended December 31, 2025, the Company determined that the fair value of the Company’s investment in this corporate debt security fell to zero based on the latest available financial and certain other information related to the issuing entity. Refer to Note 5 — Investments for further information. As of December 31, 2024, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 9% and 10%, depending on the probability scenario. In addition, the determination of fair value included a conversion timeframe of approximately six months to two years, depending on the probability scenario, as of December 31, 2024.
The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. The valuation approaches used to value Level 3 investments considers unobservable inputs in the market such as time to liquidity, volatility, risk-free rates, dividend yield, and breakpoints. The Company also estimates the fair value of certain contingent consideration arrangements based upon its current expectation of achievement of the targets underlying the contingent consideration. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.
In connection with certain of the Company’s acquisitions, contingent consideration may be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (“EBITDA”), gross margin, and/or revenue thresholds and had a combined fair value of $6.8 million and $2.8 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the possible payments under these arrangements ranged from zero to a maximum total of $9.2 million. As of December 31, 2024, the possible payments under these arrangements ranged from zero to a maximum total of
$2.8 million. As of December 31, 2024, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.
The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Fair Value | Carrying Value | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||||||||
| Money market and other funds | $ | 86,657 | $ | — | $ | — | $ | 86,657 | $ | 86,657 | |||||||||||||||||||
| Total assets measured at fair value | $ | 86,657 | $ | — | $ | — | $ | 86,657 | $ | 86,657 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Contingent consideration | $ | — | $ | — | $ | 6,837 | $ | 6,837 | $ | 6,837 | |||||||||||||||||||
| Total liabilities measured at fair value | $ | — | $ | — | $ | 6,837 | $ | 6,837 | $ | 6,837 | |||||||||||||||||||
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Fair Value | Carrying Value | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||||||||
| Money market and other funds | $ | 85,833 | $ | — | $ | — | $ | 85,833 | $ | 85,833 | |||||||||||||||||||
| Long-term investments: | |||||||||||||||||||||||||||||
| Investment in corporate debt securities | — | — | 17,788 | 17,788 | 17,788 | ||||||||||||||||||||||||
| Total assets measured at fair value | $ | 85,833 | $ | — | $ | 17,788 | $ | 103,621 | $ | 103,621 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Contingent consideration | $ | — | $ | — | $ | 2,834 | $ | 2,834 | $ | 2,834 | |||||||||||||||||||
| Total liabilities measured at fair value | $ | — | $ | — | $ | 2,834 | $ | 2,834 | $ | 2,834 | |||||||||||||||||||
At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred. For the year ended December 31, 2025 and 2024, there were no transfers that occurred between levels.
The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt security that are measured at fair value on a recurring basis (in thousands):
Years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Contingent Consideration Arrangements | Corporate Debt Securities | Contingent Consideration Arrangements | Corporate Debt Securities | ||||||||||||||||||||
| Balance as of January 1 | $ | 2,834 | $ | 17,788 | $ | 2,834 | $ | 15,699 | |||||||||||||||
| Fair value at date of acquisition | 6,865 | — | — | — | |||||||||||||||||||
Fair value adjustments (1) | (2,784) | (17,788) | — | 2,089 | |||||||||||||||||||
Foreign currency translation adjustment | (78) | — | — | — | |||||||||||||||||||
Balance as of December 31 | $ | 6,837 | $ | — | $ | 2,834 | $ | 17,788 | |||||||||||||||
(1)During the years ended December 31, 2025, the fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ in the Consolidated Statements of Operations and relate to changes in the expected payout against financial targets. During the years ended December 31, 2025 and 2024, the fair value adjustments to the corporate debt security in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Consolidated Statements of Comprehensive Income for the portion of the change that does not relate to change in credit conditions and in the ‘Provision for credit losses on investments’ in the Consolidated Statements of Operations for the portion of the change that relates to change in credit conditions.
Nonrecurring Fair Value Measurements
The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use assets, and property, plant and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair value, are adjusted to fair value when observable price changes are identified or due to impairment. Such fair value measurements are based predominately on Level 3 inputs. See Note 8 — Goodwill and Intangible Assets for further information on goodwill impairment charges recorded in the years ended December 31, 2025 and 2024.
Other Fair Value Disclosures
The fair value of the Company’s 4.625% Senior Notes, 3.625% Convertible Notes, and 1.75% Convertible Notes (as defined in Note 9 — Debt) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs. If such information is not available for the 1.75% Convertible Notes and 3.625% Convertible Notes, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature.
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes (in thousands)
| December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
4.625% Senior Notes | $ | 457,645 | $ | 434,736 | $ | 457,211 | $ | 420,935 | |||||||||||||||
1.75% Convertible Notes | $ | 148,685 | $ | 145,381 | $ | 148,186 | $ | 139,976 | |||||||||||||||
3.625% Convertible Notes | $ | 260,170 | $ | 256,568 | $ | 258,885 | $ | 259,200 | |||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.