ZIFF DAVIS, INC. — Director's Dealing 2024

Mar 9, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIFF DAVIS, INC. (ZD)
CIK: 0001084048
Period of Report: 2024-03-06

Reporting Person: Shah Vivek (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	217807	Direct
Common Stock, $0.01 par value	110000	Indirect
Common Stock, $0.01 par value	239868	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Purchase Common Stock	$68.97	2028-01-01	Common Stock $0.01 Par Value (435135)	435135	Direct
Restricted Stock Unit	$		Common Stock $0.01 Par Value (71023)	71023	Direct

Footnotes

F1: In connection with the spin-off of Consensus Cloud Solutions, Inc. by the Issuer on October 7, 2021 (the "Spin-off"), outstanding Restricted Stock Awards ("RSAs") and Performance Stock Awards ("PSAs"), including RSAs and PSAs previously granted to the Reporting Person, were subject to anti-dilution adjustments ("Anti-Dilution Adjustment"). The total number of shares reported include the additional 10,985 RSAs and 13,181 PSAs held by the Reporting Person as a result of the Anti-Dilution Adjustment.

F2: The number of shares directly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.

F3: Reflects shares held by the Vivek R Shah Irrevocable Family Trust, of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and children are the beneficiaries.

F4: Reflects shares transferred by the Reporting Person to the Vivek R Shah Revocable Trust, of which the Reporting Person is the beneficiary and trustee, in multiple transfers.

F5: In connection with the Spin-off, the outstanding stock options previously granted to the Reporting Person were subject to the Anti-Dilution Adjustment. As a result of the Anti-Dilution Adjustment, the total number of stock options were adjusted to include the additional 35,135 stock options held by the reporting person and the exercise price was adjusted from $75.03 to $68.97.

F6: These stock options vest in eight (8) equal annual installments commencing on January 1, 2019.

F7: Restricted stock units convert into common stock on a one-for-one basis.

F8: On March 6, 2024, the reporting person was granted 71,023 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. There are no expiration dates on RSUs.