Share-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

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”). Collectively, the 2015 Plan and 2024 Plan are referred to herein as the “Plans.” As of June 30, 2025, 435,135 shares underlying options and 2,167,387 restricted stock units were outstanding under the Plans. As of June 30, 2025, there were 1,903,576 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 June 30,				Six months ended June 30,
	2025		2024		2025		2024
Direct costs	$	68	$	62	$	131	$	123
Sales and marketing	1,349		1,093		2,335		1,851
Research, development, and engineering	937		1,071		1,727		2,161
General, administrative, and other related costs	9,373		9,374		17,286		16,337
Total share-based compensation expense	$	11,727	$	11,600	$	21,479	$	20,472

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 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 730,803 and 390,284 restricted stock units (excluding awards with market conditions below) (“RSUs”) during the six months ended June 30, 2025 and 2024, 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 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 a market index over the respective performance periods. Performance periods for the PSUs granted in 2025 are two 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 the market index achieving the relative TSR targets.

Share-based compensation expense related to an award with a market condition will be 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 the six months ended June 30, 2025 and 2024 was $38.80 and $87.17, respectively.

The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:


	Six months ended June 30,
	2025			2024
Underlying stock price at valuation date	$	38.19		$	66.88
Expected volatility	34.5		%	32.9		%
Risk-free interest rate	3.9		%	4.3		%

Restricted stock award (“RSA”) and PSA activity for the six months ended June 30, 2025 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, 2025	54,829	$	68.97	163,181	$	36.27
Granted	—	$	—	—	$	—
Vested	(27,197)	$	68.97	—	$	—
Forfeited	—	$	—	—	$	—
Nonvested at June 30, 2025	27,632	$	68.97	163,181	$	36.27

Restricted stock unit (“RSU”) and PSU activity for the six months ended June 30, 2025 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, 2025	652,227	$	74.59	520,986	$	82.73
Granted	730,803	$	37.42	598,676	$	38.80
Vested	(247,175)	$	73.37	(23,477)	$	78.73
Forfeited	(23,560)	$	60.89	(41,093)	$	65.51
Outstanding at June 30, 2025	1,112,295	$	50.73	1,055,092	$	58.12

(1)Represents the number of shares at 100% achievement.

As of June 30, 2025, share-based compensation cost of $1.0 million is expected to be recognized over a weighted-average period of 0.6 years for RSAs, $46.9 million of share-based compensation cost is expected to be recognized over a weighted-average period of 2.1 years for RSUs, and $30.3 million of share-based compensation cost is expected to be recognized over a weighted-average period of 2.2 years for PSUs.

ZIFF DAVIS, INC. 10-Q