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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) March 2, 2026
Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25965 | 47-1053457 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
360 Park Ave S., 17th Floor
New York, New York 10010
(Address of principal executive offices)
(212) 503-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, $0.01 par value | ZD | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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). | |
* * *
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) |
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| 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 |
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Exhibit 99.1
Ziff Davis Announces Definitive Agreement to Sell Connectivity Division to Accenture
Transaction will unlock significant Ziff Davis shareholder value while securing a world-class owner who
will continue to pursue the Connectivity business’ global opportunities
NEW YORK, NY — March 3, 2026 — Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) announced that it has entered into a definitive agreement to sell its Connectivity division (“Connectivity”) to Accenture for $1.2 billion in cash.
Ziff Davis’ Connectivity brands are globally recognized in fixed broadband, mobile, and Wi-Fi network design, intelligence, insights, testing, and incident detection. These brands, including Ookla, Speedtest, Ekahau, Downdetector, and RootMetrics, empower organizations to optimize networks, elevate digital experiences, and ensure faster, more reliable connectivity.
“This is a transformative deal for Ziff Davis, representing a significant realization of value for our shareholders and a concrete illustration of the quality of the businesses in our portfolio,” said Vivek Shah, CEO of Ziff Davis. “I would like to thank our colleagues at Connectivity for building a terrific business that delivers best-in-class network intelligence and optimization solutions to service providers, enterprises, and regulators all around the world. The Connectivity team is thrilled at the prospect of joining Accenture, a leading global solutions and services company.”
The sale price is subject to certain closing adjustments and the proceeds will be subject to applicable taxes. The transaction is currently expected to close in the coming months, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. Evercore Group L.L.C. and Citi served as Ziff Davis’ financial advisors, and Kirkland & Ellis LLP acted as legal counsel to the Company for this transaction.
Ziff Davis plans to utilize the proceeds of the transaction for general corporate purposes and to fund its robust capital allocation activities in accordance with the terms of the Company’s outstanding debt securities.
Ziff Davis will continue to own and operate the Connectivity division until the transaction is completed.
Connectivity generated $231 million in revenues in 2025, approximately 16% of total Ziff Davis revenues. The Company anticipates that the division’s financial results will be classified as discontinued operations within the Company’s consolidated financial statements for both current and prior periods beginning with the first quarter of fiscal year 2026.
Ziff Davis will host a conference call to discuss the transaction on Tuesday, March 3, 2026, at 4:30 PM ET. The call will be accessible by phone by dialing (844) 985-2014. Following the event, the audio recording will be archived and made available at www.ziffdavis.com.
ABOUT ZIFF DAVIS
Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and martech. For more information, visit www.ziffdavis.com.
Forward-Looking Statements
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding the proposed sale of the Connectivity division and the use of proceeds therefrom. 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 Securities and Exchange Commission (“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 SEC, each of which is available at www.sec.gov. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company undertakes no obligation to revise or update these statements.
CONTACT:
Investor Relations
Ziff Davis, Inc.
investor@ziffdavis.com
Corporate Communications
Ziff Davis, Inc.
press@ziffdavis.com
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