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CORRESP

 FOIA Confidential Treatment Request by

Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

***—Information omitted and provided under separate

cover to the Staff pursuant to Rule 83

Ziff Davis, Inc.

 114
5th Avenue, 15th Floor

 New York, NY 10011

Via EDGAR

 August 14, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Technology

 100 F Street, N.E.

Washington, D.C., 20549

 Attention: Megan Akst and Kathleen
Collins

 Re: Ziff Davis, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 26, 2024

File No. 001-25965

Dear Ms. Akst and Ms. Collins:

 This
letter is being furnished on behalf of Ziff Davis, Inc. (the “Company,” “we,” “us” or “our”) in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) by letter dated July 23, 2024, regarding the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 that was filed with the Commission on February 26, 2024 (File No. 001-25965) (the “2023 Form 10-K”).

The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the comment letter, and to
facilitate your review, the Company has reproduced the text of the Staff’s comments in italicized print below. Unless otherwise noted, references in this letter to page numbers and section headings refer to page numbers and section headings in
the 2023 Form 10-K, as indicated.

 Due to the commercially sensitive nature of certain information
contained in this response, this letter is also a request for confidential treatment of the bracketed portions of this response (designated by “[***]”) pursuant to the Commission’s confidential treatment procedure under Rule 83 (17
C.F.R. §200.83). In accordance with Rule 83, the Response Letter has also been clearly marked with the legend “FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)” and each page is marked for
the record with the identifying numbers and code “ZD-01” through “ZD-013.”

 Form 10-K
for the Fiscal Year Ended December 31, 2023

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations Performance Metrics, page 43

 1. We note your performance metrics for subscriptions and licensing are presented on a
consolidated basis. Please provide us with a breakdown of subscription and licensing metrics separately for each segment. Explain why this information is provided on a consolidated basis considering the segment structure used by management for
making operating and investment decisions and assessing performance, or revise to disclose separate metrics for each of your segments. In addition, tell us how perpetual licenses factor into your calculations and in your response, provide us with
the amount of up-front license revenue included in your calculations for each period presented. Refer to Item 303(b) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has provided below a breakdown of subscription and licensing
performance metrics for each segment for the three months ended December 31, 2023 and 2022.

 1

ZD - 01

 FOIA Confidential Treatment Request by

Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

***—Information omitted and provided under separate

cover to the Staff pursuant to Rule 83

Three months ended December 31,

Digital Media

2023

2022

 Customers (in thousands) (1)(6)

1,908

1,638

 Average quarterly revenue per customer
(3)(6)

$
38.92

$
39.28

 Churn rate (4)(5)(6)

2.37
%

4.23
%

Three months ended December 31,

Cybersecurity and Martech

2023

2022

 Customers (in thousands) (1)(2)

1,358

1,505

 Average quarterly revenue per customer
(3)

$
52.98

$
49.84

 Churn rate (4)

3.38
%

3.87
%

Three months ended December 31,

Total

2023

2022

 Customers (in thousands) (1)(2)(6)

3,266

3,143

 Average quarterly revenue per customer
(3)(6)

$
44.77

$
44.69

 Churn rate (4)(5)(6)

2.86
%

4.02
%

(1)
 Represents the quarterly average of the end of month customer counts.

(2)
 Resellers within Cybersecurity and Martech segment are counted as one customer when there is not visibility
into the number of underlying customers served by the reseller.

(3)
 Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1).

(4)
 Churn rate is calculated as (i) the average revenue per customer in the prior month multiplied by the
number of cancellations in the current month, calculated at each business and aggregated; divided by (ii) subscription and licensing revenue in the current month, calculated at each business and aggregated.

(5)
 Within the Digital Media segment, the churn rate calculation for Ookla includes the sum of the monthly revenue
from the specific cancelled agreements in the numerator.

(6)
 The metric includes the sale of perpetual software licenses, revenue for which is recorded at a point-in time rather than over-time.

 In future applicable filings, the Company will expand its
presentation to include a breakdown of our subscription and licensing performance metrics for each reportable segment as set forth in the above table.

The performance metrics for subscriptions and licensing in the 2023 Form 10-K do include perpetual licenses. The
Company’s revenue from the sale of perpetual software licenses within the Digital Media segment was [***] and [***] for the three months ended December 31, 2023 and 2022, respectively. This represented approximately [***] and [***] of
Digital Media’s subscription and licensing revenue during each respective period. In future filings, the Company will add a footnote to its table providing clarification that perpetual software license revenue is included in the metrics
presented.

 Critical Accounting Policies and Estimates

Goodwill and Indefinite-Lived Intangible Assets, page 45

2. We note from your disclosure on page 87 that you reassessed the fair value of certain reporting units within your Digital Media reportable segment due
to a forecasted reduction in revenue and profitability and an increase in interest rates and market volatility. We further note that you impaired one of the reporting units in each of fiscal 2023 and 2022. Please revise to clarify whether any of the
other reporting units are at risk of impairment and if so, disclose the percentage by which fair value exceeded carrying value as of the most recent test. Also, include a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions used in your evaluation. Otherwise, state, if true, that the fair value of each of your reporting units are substantially in excess of carrying value and are not at risk of failing.
Refer to Item 303(b)(3) of Regulation S-K.

 Response: The Company respectfully
acknowledges the Staff’s comment and refers to the disclosure provided on pages 45-46, 68-69 and 87-88 of the 2023 Form 10-K. In particular, we would highlight the following disclosure:

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ZD - 02

 FOIA Confidential Treatment Request by

Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

***—Information omitted and provided under separate

cover to the Staff pursuant to Rule 83

 “During the years ended December 31, 2023 and 2022, the Company reassessed the fair
value of certain reporting units within the Digital Media reportable segment as a result of a forecasted reduction in revenue and profitability in those reporting units, as well as an increase in interest rates and market volatility that would
affect the Company’s assumptions on its discount rate. Based on the quantitative fair value test in each period, the carrying value of the reporting unit that was tested exceeded its fair value, and the Company recorded an impairment of
approximately $56.9 million during the year ended December 31, 2023, and approximately $27.4 million during the year ended December 31, 2022. Following the impairment during the year ended December 31, 2023, there was no
excess of fair value over the carrying value at the reporting unit, so any further decrease in estimated fair value that exceeds the carrying value, would result in an additional impairment charge to goodwill. As of December 31, 2023, this
reporting unit had goodwill of approximately $79.2 million. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors, and discount rates, could negatively
impact the results of future impairment testing and could result in the recognition of an impairment charge.”

 For the reporting unit that was
determined to be at risk of impairment as of December 31, 2023, the Company provided disclosure that there was no fair value in excess of the carrying value at the reporting unit, the amount of goodwill at the reporting unit as of
December 31, 2023, and a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions used in the Company’s evaluation of goodwill as noted above. As of
December 31, 2023, there were no other reporting units that were concluded to be at risk of impairment.

 To the extent reporting units continue to
not be at risk of failing the quantitative goodwill impairment test, this fact will be explicitly disclosed in future filings. For any reporting units at risk of failing the quantitative goodwill impairment test in the future, the appropriate
disclosures under Item 303(b)(3) of Regulation S-K will be included in future filings on Form 10-K and as otherwise required.

Results of Operations for the Years Ended December 31, 2023 and 2022

Digital Media and Cybersecurity and Martech Results, page 52

3. You indicate that revenues in your Digital Media segment were effected by an organic decline in certain businesses, offset in part by incremental
revenue from businesses acquired and organic growth in other businesses. You also indicate that the decline in Cybersecurity and Martech net sales was due to an organic decline in certain businesses. Please revise to quantify each material factor,
including any offsetting factors, that impacted your segment revenue. To the extent revenue was impacted by specific businesses, revise to indicate as such and the reasons for such change. For example, we note references in the fourth quarter
earnings call transcripts to items such as the health business being a steady contributor of growth with Lose It achieving record bookings while Offers.com faced continued pressure and the shopping business tipped into negative territory. As another
example, you state VPN represented the vast majority of the drag in the Cybersecurity and Martech segment.

 Response: The
Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future Form 10-Q and Form 10-K filings, the Company will quantify each
material factor, including offsetting factors, that contributed to the overall change in segment revenue between periods, and, to the extent revenue was materially impacted by specific businesses, the Company will indicate as such and the reasons
for such change.

 3

ZD - 03

 FOIA Confidential Treatment Request by

Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

***—Information omitted and provided under separate

cover to the Staff pursuant to Rule 83

 The following is an example of our intended disclosure enhancements based on an illustrative revision of our
disclosure in the 2023 Form 10-K (with deletions marked as stricken and additions marked as underlined):

“Digital Media’s net sales of $1.1 billion in 2023 decreased $5.6 million, or 0.5% compared to 2022
primarily due to an organic decline in certain businesses, offset in part by $21.3 million of incremental revenue during 2023 contributed by businesses acquired in 2022 and organic growth in certain other businesses. The Company considers
revenue from an acquired business to become organic revenue in the first month in which the Company can compare that full month in the current year against the corresponding full month under its ownership in the prior year. The revenue decrease
was primarily due to a [***] decline in advertising revenue and a [***] decline in other revenue, partially offset by a [***] increase in subscription and licensing revenue. The decrease in advertising revenue was due primarily to lower revenue of
[***] within the Company’s technology and shopping businesses. The increase in subscription and licensing revenue was due primarily to higher revenue of [***] within the connectivity business and higher revenue of [***] within the
Company’s health and wellness businesses primarily related to an acquisition in 2022.

 Cybersecurity and Martech’s net sales
of $291.2 million in 2023 decreased $21.4 million, or 6.8%, compared to 2022 primarily due to the organic decline in certain businesses during the year. The decrease of [***] was driven by lower revenue of approximately [***] within the
Company’s cybersecurity business due primarily to lower revenue from the Company’s consumer privacy services during the year ended December 31, 2023, as compared to the prior period.”

Consolidated Financial Statements

Consolidated Statements of Operations, page 61

4. Please tell us whether direct costs is intended to represent cost of revenue. If so, revise to clarify as such and address whether depreciation and
amortization is included in such costs. Refer to SAB Topic 11.B. To the extent direct costs do not represent cost of revenue, revise to separately present cost of revenue on the face of your consolidated statement of operations. Refer to Rule 5-03(b)(2) of Regulation S-X.

 Response: The Company
respectfully acknowledges the Staff’s comment and notes that direct costs represent costs of revenue and is inclusive of depreciation and amortization in such costs. The Company advises the Staff that it will clarify that direct costs represent
costs of revenue and the Company will include the following disclosure in future filings of its Form 10-Qs and Form 10-Ks.

Direct costs - Direct costs represent the Company’s costs of revenue and primarily include costs associated with
compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, processing fees, and depreciation and amortization expense.

Notes to Consolidated Financial Statements

Note 12. Commitments and Contingencies, page 96

5. To the extent it is reasonably possible you will incur losses in excess of amounts recorded related to both your litigation and non-income related tax matters, please revise to disclose an estimate of the reasonably possible losses or range of loss or state that such an estimate cannot be made. Refer to ASC 450-20-50-3 through 50-4.

Response: The Company respectfully acknowledges the Staff’s comment. At the time of the 2023
10-K filing, the Company was unable to reasonably estimate the amount of loss or any range of possible loss with respect to the legal proceedings and non-income related
tax matters due to the nature and status of these matters. Please note that, the outstanding matters disclosed in the Litigation section of Note 12 (Commitments and Contingencies) either were voluntarily dismissed or had an existing dismissal
affirmed on appeal subsequent to the 2023 Form 10-K’s filing. In future filings, where the Company determines that it is reasonably possible that it would incur material losses related to its
contingencies, the Company will either provide an estimate of the reasonably possible losses or range of loss or state that such an estimate cannot be made.

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ZD - 04

 FOIA Confidential Treatment Request by

Ziff Davis