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Zeta Global Holdings Corp

For the period ended Mar 31, 2025. Filed May 2, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 2, 2025

ZETA$35.07+8.2%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sale of Unregistered Securities

On January 6, 2025, the Company issued 197,028 shares of Class A Common Stock valued at $18.61 per share, for an aggregate value of $3.7 million, to former shareholders of Apptness Media Group, LLC (“Apptness”) in connection with the Apptness acquisition. The Company did not receive any proceeds from such issuance.

The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving a public offering. Each acquirer of the Company’s securities confirmed that he was an accredited investor and acknowledged that the securities must be acquired and held for investment.

Stock Repurchase and Withholding Program

Common stock repurchases during the quarter ended March 31, 2025 were as follows:

Period(a)Total Number of Shares Purchased(b)Average Price Paid per Share(c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)(d)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(1)
January 1, 2025 – January 31, 202554,881$16.8854,881$83.0
February 1, 2025 – February 28, 2025288,515$17.33288,515$78.0
March 1, 2025 – March 31, 20251,273,229$14.961,273,229$58.9
Total1,616,6251,616,625

(1) On November 13, 2024, the Company’s Board of Directors authorized the 2024 SRP, which authorized up to $100.0 million in the aggregate for (i) repurchases of the Company’s outstanding Class A Common Stock through December 31, 2026 and (ii) the RSA Withholding Program.

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