UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 8.01 | Other Events |
On March 2, 2026, Ziff Davis, Inc. (the “Company”), a Delaware corporation, Ziff Davis, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Accenture Inc., a Delaware corporation (“Accenture”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to sell its Connectivity division to Accenture for an aggregate purchase price of $1.2 billion in cash, subject to certain customary adjustments set forth in the Purchase Agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on a Current Report on Form 8-K with respect to the Purchase Agreement will be filed by the Company in a separate Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release, issued March 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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Forward Looking Statements
Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: whether and when the required regulatory approvals for the proposed sale of the Connectivity division will be obtained; whether and when the other closing conditions will be satisfied or waived and when the proposed sale of the Connectivity division will close, if at all; our ability to execute, and realize benefits from, the proposed sale of the Connectivity division; the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions; customer growth and retention; the Company’s ability to create compelling content; its reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to the Company’s ability to adhere to its internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; and the numerous other factors set forth in the Company’s filings with the SEC. For a more detailed description of the risk factors and uncertainties affecting the Company, refer to its most recent Annual Report on Form 10-K and the other reports filed by the Company from time-to-time with the Securities and Exchange Commission, each of which is available at www.sec.gov. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to revise or update these statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ziff Davis, Inc. (Registrant) | |||||
| Date: March 3, 2026 |
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By: | /s/ Jeremy Rossen | |||
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Jeremy Rossen Executive Vice President, General Counsel and Secretary | ||||