Zeta Global Holdings Corp

Previous wording

Zeta is a leading omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. We believe our actionable insights derived from consumer intent enable our customers to acquire, grow and retain consumer relationships more efficiently and effectively than the alternative solutions available in the market.

Current wording

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”). With the integration of LiveIntent’s identity graph and publisher network, we have strengthened our Data Cloud assets and our ability to deliver authenticated, people-based marketing across addressable channels.

Previous wording

Our Zeta Marketing Platform, or ZMP, is the largest omnichannel marketing platform with identity data at its core. The ZMP can analyze billions of structured and unstructured data points to predict consumer intent by leveraging sophisticated machine learning algorithms and the industry’s largest opted-in data set for omnichannel marketing. The ZMP acts on these insights by connecting with consumers through native integration of marketing channels and application programming interface ("API") integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

Current wording

Our Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The integration of LiveIntent’s identity graph expands Zeta’s first-party data foundation, strengthening authenticated identity resolution and deterministic targeting. The ZMP enables brands to connect with consumers through native integration of marketing channels and application programming interface (“API”) integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

Previous wording

The ZMP empowers our customers to personalize consumer experiences at scale across multiple touchpoints. Marketing programs are created and orchestrated by our customers through automated workflows and sophisticated dashboards. Our Consumer Data Platform ("CDP+") ingests, analyzes and distills disparate data points to generate a single view of a consumer, encompassing identity, profile characteristics, behaviors and purchase intent, which is then made accessible through a single console. Our Agile Intelligence suite synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Current wording

The ZMP enhances our customers’ ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Consumer Data Platform (“CDP+”) now integrates LiveIntent’s identity graph, improving identity resolution while maintaining compliance with evolving privacy standards. Our Agile Intelligence suite synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Previous wording

Scaled customers increased 8% to 475 as of September 30, 2024 compared to 440 as of September 30, 2023, primarily due to higher usage of platform among our customers and new additions to our scaled customer base. Of our scaled customers, 144 and 124 were super-scaled customers as of September 30, 2024 and September 30, 2023, respectively.

Current wording

Scaled customers increased 19% to 548 as of March 31, 2025, compared to 460 as of March 31, 2024, primarily due to higher usage of our platform among our customers and new additions to our scaled customer base. Of our scaled customers, 159 and 144 were super-scaled customers as of March 31, 2025 and March 31, 2024, respectively.

Previous wording

Scaled customer ARPU increased 33% to $557,231 for the three months ended September 30, 2024 compared to $418,373 for the three months ended September 30, 2023, primarily due to higher usage of our platform among scaled customers.

Current wording

Scaled customer Average Revenue Per User (“ARPU”) increased 12% to $467 thousand for the three months ended March 31, 2025, compared to $416 thousand for the three months ended March 31, 2024, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 23% to $1.4 million (across 159 customers) for the three months ended March 31, 2025, compared to $1.1 million (across 144 customers) for the three months ended March 31, 2024.

Previous wording

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the nine months ended September 30, 2024 and 2023, we derived 68% and 72% of our revenues from direct platforms, respectively, and 32% and 28% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Estimates.”

Current wording

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the three months ended March 31, 2025 and 2024, we derived 73% and 67% of our revenues from direct platforms, respectively, and 27% and 33% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Estimates.”

Previous wording

Cost of revenue excludes depreciation and amortization and consists primarily of media and marketing costs and certain employee-related costs. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, and strategic partners that are directly related to revenue-generating events. We pay these third-party publishers, media owners or managers and strategic partners on revenue-share, a cost-per-lead, cost-per-click, or cost-per-thousand-impressions basis. Expenses related to “internet traffic” associated with the viewing of available impressions or queries per second and costs of providing support to our customers are also included in the cost of revenues (excluding depreciation and amortization). Employee-related costs included in cost of revenues (excluding depreciation and amortization) include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing services to our customers. Our cost of revenues (excluding depreciation and amortization) are dependent on the revenue mix and therefore can slightly increase or decrease in the future as a percentage of revenue over the long term.

Current wording

Cost of revenues excludes depreciation and amortization and consists primarily of media and marketing costs and certain employee-related costs. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, and strategic partners that are directly related to revenue-generating events. We pay these third-party publishers, media owners or managers and strategic partners on revenue-share, a cost-per-lead, cost-per-click, or cost-per-thousand-impressions basis. Expenses related to “internet traffic” associated with the viewing of available impressions or queries per second and costs of providing support to our customers are also included in the cost of revenues (excluding depreciation and amortization). Employee-related costs included in cost of revenues (excluding depreciation and amortization) include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing services to our customers. Our cost of revenues (excluding depreciation and amortization) are dependent on the revenue mix and therefore can slightly increase or decrease in the future as a percentage of revenue over the long term.

Previous wording

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and IT services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth and as a result we expect that research and development expenses may fluctuate from period to period as a percentage of revenue over the long term.

Current wording

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and IT services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth, and as a result we expect research and development expenses to increase in absolute dollars in future periods. We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term.

Previous wording

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. During the nine months ended September 30, 2023, we recognized $2.8 million of restructuring expenses. We did not have any such restructuring expenses during the nine months ended September 30, 2024.

Current wording

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. During the three months ended March 31, 2025, we recognized $3.2 million of restructuring expenses. We did not have any such restructuring expenses during the three months ended March 31, 2024.

Previous wording

Interest expense primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Current wording

Interest expense, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Previous wording

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, performance stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan (“ESPP”), is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See "Note 9. Stock-Based Compensation" of our condensed unaudited consolidated financial statements for further details.

Current wording

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSU”), performance-based stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See “Note 9 Stock-Based Compensation” to our condensed unaudited consolidated financial statements for further details.

Previous wording

Revenues increased by $79.3 million, or 42%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase in revenues is attributable to incremental revenues of $16.6 million from existing customers and $62.7 million from new customers.

Current wording

Revenues increased by $69.5 million, or 35.6%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase in revenues is attributable to incremental revenues of $54.2 million from new customers (including approximately $19.4 million from the acquisition of LiveIntent, which closed during the year ended December 31, 2024) and $15.3 million from existing customers.

Previous wording

Cost of revenues (excluding depreciation and amortization) increased by $32.2 million, or 43.8%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by $32.6 million of incremental media costs related to incremental revenues, which was partially offset by lower employee related costs of $0.5 million.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $26.6 million, or 34.6%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by $20.6 million of incremental media costs related to incremental revenues and higher technology expenses of $6.4 million, partially offset by lower employee-related costs of $0.4 million.

Previous wording

General and administrative expenses decreased by $0.2 million, or 0.4%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This decrease was primarily driven by lower stock-based compensation of $6.5 million and professional services fees of $1.2 million, which were partially offset by higher computer and telecom related expenses of $5.1 million and other employee related costs of $2.5 million.

Current wording

General and administrative expenses increased by $5.2 million, or 10.7%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by higher computer and telecom related expenses of $3.6 million, employee-related costs of $2.9 million and professional services fees of $2.1 million, partially offset by lower stock-based compensation of $3.5 million.

Previous wording

Selling and marketing expenses increased by $15.9 million, or 7.3%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by higher employee-related costs of $20.4 million and other sales and marketing-related expenses of $10.2 million, which were partially offset by lower stock-based compensation of $14.5 million.

Current wording

Selling and marketing expenses increased by $4.0 million, or 5.5%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by higher employee-related costs of $9.8 million and other sales and marketing-related expenses of $1.2 million, which were partially offset by lower stock-based compensation of $7.0 million.

Previous wording

Research and development expenses increased by $4.7 million, or 26.3%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by an increase in employee related costs of $3.5 million, higher stock-based compensation of $0.5 million and higher consulting fees of $0.7 million.

Current wording

Research and development expenses increased by $6.8 million, or 34.1%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by an increase in employee-related costs of $5.9 million and higher consulting fees of $0.9 million.

Previous wording

Depreciation and amortization increased by $1.6 million, or 4.4%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by higher amortization expense related to intangible assets.

Current wording

Depreciation and amortization increased by $3.9 million, or 28.7%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous wording

We did not have any restructuring expenses during the nine months ended September 30, 2024. However, we recorded restructuring expenses of $2.8 million during the nine months ended September 30, 2023 related to employee termination costs due to internal restructuring.

Current wording

We recorded restructuring expenses of $3.2 million for the three months ended March 31, 2025 related to employee termination costs due to internal restructuring. We did not have any restructuring expenses during the three months ended March 31, 2024.

Previous wording

Interest expense decreased by $0.9 million, or 32.8%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Current wording

Interest expense, net decreased by $2.3 million, or 87.4%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Previous wording

Other expenses increased by $0.4 million, or 17%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by an increase in the fair value of acquisition-related liabilities recorded during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

Current wording

Other expenses increased by $2.8 million, or 423.4%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase in other expenses was primarily driven by an increase in the fair value change of acquisition-related liabilities recorded during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Previous wording

For the three months ended September 30, 2024 and 2023, the Company recorded an income tax provision of $0.2 million and $0.6 million, respectively, yielding an effective tax rate of negative 1.2% and negative 1.4%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Current wording

For the three months ended March 31, 2025 and 2024, the Company recorded an income tax provision of $1.6 million and $0.4 million, respectively, yielding an effective tax rate of negative 8.2% and negative 1.0%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to a limited tax benefit being recorded for U.S. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Previous wording

Adjusted EBITDA: is a non-GAAP financial measure defined as net loss adjusted for interest expense, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including IPO) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other expenses. Acquisition related expenses and restructuring expenses primarily consist of professional services fees, severance and other employee-related costs, which may vary from period to period depending on the timing of our acquisitions and restructuring activities and may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other expenses consist of non-cash expenses such as changes in fair value of acquisition related liabilities, gains and losses on extinguishment of acquisition related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring capital raise related (including IPO) expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net loss.

Current wording

Adjusted EBITDA is a non-GAAP financial measure defined as net income / (loss) adjusted for interest expense, net, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including initial public offering (“IPO”)) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other expenses. Acquisition-related expenses and restructuring expenses primarily consist of professional services fees, severance and other employee-related costs, which may vary from period to period depending on the timing of our acquisitions and restructuring activities and may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other expenses consist of non-cash expenses such as changes in fair value of acquisition-related liabilities, gains and losses on extinguishment of acquisition-related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring capital raise related (including IPO) expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net income / (loss).

Previous wording

We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities. During the three months ended September 30, 2024, we raised equity capital through an underwritten public offering of our Class A common stock, and issued 10,304,716 shares of Class A common stock, including 1,584,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at an offering price of $23.50 per share. The gross proceeds from the offering were $242.2 million, and net proceeds after underwriting discounts, commissions and offering expenses were approximately $228.9 million.

Current wording

We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities.

Previous wording

As of September 30, 2024, we had cash and cash equivalents of $418.5 million and net working capital, consisting of current assets less current liabilities of $443.0 million. As of September 30, 2024, we had an accumulated deficit of $1,043.5 million.

Current wording

As of March 31, 2025, we had cash and cash equivalents of $364.4 million and net working capital, consisting of current assets less current liabilities of $421.0 million. As of March 31, 2025, we had an accumulated deficit of $1,049.9 million.

Previous wording

For the nine months ended September 30, 2023, net cash provided by operating activities of $63.6 million resulted primarily from adjusted noncash items of $225.2 million, an amount in excess of our net loss of $152.2 million. Non-cash items include stock-based compensation of $179.7 million, depreciation and amortization of $37.7 million, and a change in fair value of acquisition-related liabilities of $6.7 million. Changes in working capital were primarily driven by an increase in accounts receivable of $33.3 million, other assets of $0.6 million and a decrease in deferred revenue of $0.3 million, partially offset by an increase in accounts payable of $22.6 million, accrued expenses and other current liabilities of $1.2 million and a decrease in prepaid expenses of $0.9 million.

Current wording

During the three months ended March 31, 2025, net cash provided by operating activities of $34.8 million resulted primarily from adjusted non-cash items of $62.4 million, more than offsetting our net loss of $21.6 million. Non-cash items include stock-based compensation of $42.0 million, depreciation and amortization expense of $17.7 million and a change in fair value of acquisition-related liabilities of $3.5 million. Changes in working capital were primarily driven by decreases in accounts payable of $11.1 million, deferred revenue of $4.3 million and accrued expenses and other current liabilities of $3.7 million and an increase in other current assets of $0.7 million, partially offset by decreases in accounts receivable of $11.4 million and prepaid expenses of $2.2 million.

Previous wording

For the nine months ended September 30, 2024, net cash provided by operating activities of $90.2 million resulted primarily from adjusted non-cash items of $192.6 million, more than offsetting our net loss of $85.0 million. Non-cash items include stock-based compensation of $152.0 million, depreciation and amortization of $39.3 million and a change in fair value of acquisition-related liabilities of $1.4 million. Changes in working capital were primarily driven by decreases in accounts payable of $4.0 million, increases in accounts receivable of $34.5 million and prepaid expenses of $3.4 million, partially offset by a decrease in accrued expenses and other current liabilities of $25.2 million.

Current wording

During the three months ended March 31, 2024, net cash provided by operating activities of $24.7 million resulted primarily from adjusted non-cash items of $66.8 million, more than offsetting our net loss of $39.6 million. Non-cash items include stock-based compensation of $52.6 million, depreciation and amortization of $13.7 million and a change in fair value of acquisition-related liabilities of $0.5 million. Changes in working capital were primarily driven by decreases in accounts payable of $10.7 million, accrued expenses and other current liabilities of $1.5 million and an increase in prepaid expenses of $1.3 million, partially offset by a decrease in accounts receivable of $9.6 million and an increase in deferred revenue of $1.0 million.

Previous wording

For the nine months ended September 30, 2023, we used $45.5 million of cash in investing activities, primarily consisting of capital expenditures of $14.9 million (including a $11.7 million investment in data and partnership agreements), acquisitions and other investments, net of cash acquired of $18.3 million and website and software development costs of $12.3 million.

Current wording

During the three months ended March 31, 2025, we used $7.4 million of cash in investing activities, primarily consisting of website and software development costs of $4.2 million, capital expenditures of $2.7 million (including a $1.3 million investment in data and partnership agreements), and $0.5 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Previous wording

For the nine months ended September 30, 2024, we used $29.6 million of cash in investing activities, primarily consisting of capital expenditures of $17.5 million (including a $14.0 million investment in data and partnership agreements) and website and software development costs of $12.1 million.

Current wording

During the three months ended March 31, 2024, we used $9.5 million of cash in investing activities, primarily consisting of capital expenditures of $5.8 million (including a $4.7 million investment in data and partnership agreements) and website and software development costs of $3.6 million.

Previous wording

For the nine months ended September 30, 2023, we used $18.4 million of cash in financing activities, primarily due to the repurchase of $11.5 million of our common stock under our share repurchase and withholdings program and payment of acquisition-related liabilities of $8.7 million, partially offset by $1.6 million paid by certain employees under the ESPP.

Current wording

During the three months ended March 31, 2024, we used $5.2 million of cash in financing activities, primarily due to the repurchase of $3.4 million of our common stock repurchased under our share repurchase and RSA Withholding Program and payment of acquisition-related liabilities of $2.2 million.

Previous wording

On August 30, 2024, we refinanced and replaced the Existing Senior Secured Credit Facility by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term A loan in an aggregate principal amount of $200 million (the “Term Loan”) and (ii) a $350 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200 million Term Loan and repaid all outstanding obligations in the amount of $185 million under the Existing Senior Secured Credit Facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of September 30, 2024, we have $200 million (net of $3.9 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Current wording

On August 30, 2024, we refinanced and replaced the Existing Senior Secured Credit Facility by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”) and (ii) a $350.0 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the Existing Senior Secured Credit Facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of March 31, 2025, we had $196.5 million (net of $3.5 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Previous wording

We are currently in compliance with our financial maintenance covenants under the Senior Secured Credit Facility, and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow.

Current wording

We are currently in compliance with our financial covenants under the Senior Secured Credit Facility, and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. During the three months ended March 31, 2025, we borrowed $6.3 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility.

Previous wording

In August 2022, the Company's Board of Directors authorized a share repurchase and withholding program (the “2022 SRP”) authorizing the repurchase of up to $50 million of our outstanding Class A common stock through December 31, 2024 and authorizing withholding as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards (“RSAs”). As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2022 SRP during the three month ended September 30, 2024.

Current wording

As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2024 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2024 SRP during the three months ended March 31, 2025.