ZIFF DAVIS, INC.ZD
ZIFF DAVIS, INC. Stock Compensation Disclosure
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 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.
On May 7, 2024, the 2024 Plan was approved by the stockholders of the Company and replaced the 2015 Stock Option Plan. The 2024 Plan permits the Company to issue shares of common stock to or for the benefit of employees, consultants, and non-employee directors of the Company and its subsidiaries as part of their compensation. The 2024 Plan provides for the grant of stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards, and other incentive awards. Shares authorized but unissued under the 2015 Plan that were not subject to outstanding awards under the 2015 Plan as of May 7, 2024 were canceled. The total number of shares of the Company’s common stock that may be issued under the 2024 Plan shall not exceed 3,500,000 shares, plus any Returned Shares, as defined in the 2024 Plan, under the 2015 Plan, and any shares under the 2024 Plan that are subsequently forfeited, canceled, reacquired by the Company, satisfied or are otherwise terminated (other than by exercise) or used to pay tax withholding obligations with respect to outstanding awards issued under the 2024 Plan. The 2024 Plan will expire on March 21, 2034, unless earlier terminated by the Board. Awards outstanding under the 2015 Plan were not impacted by the approval of the 2024 Plan. Collectively, the 2015 Plan and 2024 Plan are referred to herein as “Plans”. As of December 31, 2025, 435,135 shares underlying options and 2,066,549 shares of restricted stock units were outstanding under the Plans. As of December 31, 2025, there were 2,019,694 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 Consolidated Statements of Operations during the periods presented (in thousands):
Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Direct costs | $ | 276 | $ | 248 | $ | 262 | |||||||||||
| Sales and marketing | 4,957 | 3,756 | 2,686 | ||||||||||||||
| Research, development, and engineering | 3,593 | 3,665 | 3,245 | ||||||||||||||
General, administrative, and other related costs (1) | 36,101 | 33,246 | 25,727 | ||||||||||||||
| Total share-based compensation expense | $ | 44,927 | $ | 40,915 | $ | 31,920 | |||||||||||
(1)Includes expense of $0.2 million related to liability classified awards issued to non-employees of the Company for the year ended December 31, 2025.
Stock Options
As of December 31, 2025, 2024, and 2023, options to purchase 380,743, 326,351, and 271,959 shares of common stock were exercisable under and outside of the Plans, at weighted average exercise prices of $68.97, $68.97, $68.97, respectively. Stock options generally expire after 10 years and vest over a 5 to 8 year period.
All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m).
Stock option activity for the years ended December 31, 2025, 2024, and 2023 is summarized as follows:
Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (In Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Options outstanding at January 1, 2023 | 435,135 | $ | 68.97 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | — | $ | — | ||||||||||||||||||||
| Canceled | — | $ | — | ||||||||||||||||||||
Options outstanding at December 31, 2023 | 435,135 | $ | 68.97 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | — | $ | — | ||||||||||||||||||||
| Canceled | — | $ | — | ||||||||||||||||||||
Options outstanding at December 31, 2024 | 435,135 | $ | 68.97 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | — | $ | — | ||||||||||||||||||||
| Canceled | — | $ | — | ||||||||||||||||||||
Options outstanding at December 31, 2025 | 435,135 | $ | 68.97 | 2.0 | $ | 0 | |||||||||||||||||
Exercisable at December 31, 2025 | 380,743 | $ | 68.97 | 2.0 | $ | 0 | |||||||||||||||||
Vested and expected to vest at December 31, 2025 | 54,373 | $ | 68.97 | 2.0 | $ | 0 | |||||||||||||||||
There were no stock option exercises in 2025, 2024, and 2023. The total fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $1.0 million, $1.0 million, and $1.0 million, respectively.
As of December 31, 2025, there was an immaterial amount of unrecognized compensation expense related to non-vested options granted under the Plans.
Restricted Stock and Restricted Stock Units
The Company has awarded restricted stock and restricted stock units to its Board and senior staff pursuant to the Plans. Compensation expense resulting from restricted stock and restricted 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 or four years for senior staff (excluding market-based awards discussed below), and to eight years for the Chief Executive Officer. The Company granted 757,292, 413,053, and 305,549 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the years ended December 31, 2025, 2024, and 2023, respectively.
The Company has awarded certain key employees market-based restricted stock (“PSAs”) and equity classified market-based restricted stock units (“PSUs”) pursuant to the Plans. PSUs granted in 2024 and 2025 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 the market index over the respective periods. Performance periods for PSUs granted in 2024 were , , and three-years and performance periods for PSUs granted in 2025 were and three years. In each of 2024 and 2025, 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 a market index achieving the relative TSR targets. During the years ended December 31, 2025 and 2024, the Company awarded 598,676 and 308,970 equity classified PSUs that vest under the conditioned specified above.
PSAs and PSUs granted prior to 2024 have vesting conditions that are based on specific stock price targets of the Company’s common stock. 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 achieving the specified stock price targets with a 20-day and 30-day look back (trading days). During the year ended December 31, 2023, the Company awarded 167,606 PSUs at stock price targets ranging from $83.61 to $103.76 per share.
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 values of PSUs granted during the years ended December 31, 2025, 2024, and 2023 were $38.80, $87.17, and $70.06, respectively.
The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Underlying stock price at valuation date | $ | 38.19 | $ | 66.88 | $ | 77.80 | |||||||||||
| Expected volatility | 34.5 | % | 32.9 | % | 32.0 | % | |||||||||||
| Risk-free interest rate | 3.9 | % | 4.3 | % | 4.1 | % | |||||||||||
Restricted stock award (“RSA”) and PSA activity for the years ended December 31, 2025, 2024 and 2023 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, 2023 | 148,100 | $ | 70.93 | 163,181 | $ | 36.27 | |||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||
| Vested | (52,060) | 72.29 | — | — | |||||||||||||||||||
Forfeited | (322) | 77.75 | — | — | |||||||||||||||||||
Nonvested at December 31, 2023 | 95,718 | $ | 70.17 | 163,181 | $ | 36.27 | |||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||
| Vested | (40,735) | 71.73 | — | — | |||||||||||||||||||
Forfeited | (154) | 77.75 | — | — | |||||||||||||||||||
Nonvested at December 31, 2024 | 54,829 | $ | 68.97 | 163,181 | $ | 36.27 | |||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||
| Vested | (27,632) | 68.97 | — | — | |||||||||||||||||||
Forfeited | — | — | — | — | |||||||||||||||||||
Nonvested at December 31, 2025 | 27,197 | $ | 68.97 | 163,181 | $ | 36.27 | |||||||||||||||||
RSU and PSU activity for the years ended December 31, 2025, 2024 and 2023 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, 2023 | 343,955 | $ | 102.53 | 120,399 | $ | 87.04 | |||||||||||||||||
| Granted | 305,549 | 76.80 | 167,606 | 70.06 | |||||||||||||||||||
| Vested | (111,185) | 101.41 | — | — | |||||||||||||||||||
Forfeited | (31,894) | 83.82 | (17,233) | 77.98 | |||||||||||||||||||
Outstanding at December 31, 2023 | 506,425 | $ | 88.36 | 270,772 | $ | 77.09 | |||||||||||||||||
| Granted | 413,053 | 64.60 | 308,970 | 87.17 | |||||||||||||||||||
| Vested | (175,564) | 90.68 | — | — | |||||||||||||||||||
Forfeited | (91,687) | 74.44 | (58,756) | 79.88 | |||||||||||||||||||
Outstanding at December 31, 2024 | 652,227 | $ | 74.59 | 520,986 | $ | 82.73 | |||||||||||||||||
| Granted | 757,292 | 37.20 | 598,676 | 38.80 | |||||||||||||||||||
| Vested | (296,605) | 79.13 | (23,477) | 78.73 | |||||||||||||||||||
Forfeited | (61,459) | 58.53 | (81,091) | 68.39 | |||||||||||||||||||
Outstanding at December 31, 2025 | 1,051,455 | $ | 47.32 | 1,015,094 | $ | 57.74 | |||||||||||||||||
Vested and expected to vest at December 31, 2025 | 970,428 | $ | 47.73 | 920,505 | $ | 59.28 | |||||||||||||||||
(1)Represents the number of shares at 100% achievement.
Aggregate intrinsic value of shares outstanding as of December 31, 2025 was $37.0 million and $35.7 million for RSUs and PSUs, respectively. Aggregate intrinsic value for shares vested and expected to vest as of December 31, 2025 was $34.1 million and $32.4 million for RSUs and PSUs, respectively.
As of December 31, 2025, share-based compensation cost of $32.5 million is expected to be recognized over a weighted-average period of 1.8 years for RSUs, and share-based compensation cost of $21.2 million is expected to be recognized over a weighted-average period of 1.8 years for PSUs. As of December 31, 2025, there was an immaterial amount of unrecognized compensation expense related to non-vested RSAs. Share-based compensation cost for PSAs is fully recognized.
The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2025, 2024, and 2023 was $25.3 million, $15.9 million, and $11.3 million, respectively. The actual tax benefit realized for the tax deductions from the vesting of restricted stock and restricted stock units totaled $2.0 million, $2.3 million, and $1.9 million, respectively, for the years ended December 31, 2025, 2024, and 2023.
Employee Stock Purchase Plan
The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of the Company’s common stock at certain plan-defined dates. The price of the Company’s common stock purchased under the Purchase Plan for the six-month offering periods is equal to 85% of the lesser of the fair market value of a share of the common stock of the Company on the beginning or the end of the offering period. Employees are immediately vested in the shares purchased at the purchase date.
During 2025, 2024, and 2023, 242,171, 174,706, and 74,390 shares were purchased under the Purchase Plan, respectively, at a price ranging from $25.80 to $28.00 per share during 2025. Cash received upon the issuance of the Company’s common stock under the Purchase Plan was $6.5 million, $8.4 million, and $8.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, 577,334 shares were available under the Purchase Plan for future issuance.
The Company determined that a plan provision exists which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period, or the six-month offering period. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the Purchase Plan. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 12.0%, 12.1%, and 12.5% as of December 31, 2025, 2024, and 2023, respectively.
The share-based compensation expense related to the Purchase Plan has been estimated utilizing the following weighted average assumptions:
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 4.3% | 5.3% | 3.4% | ||||||||||||||
| Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
| Expected volatility | 44.6% | 31.4% | 38.3% | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 26, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.