Zeta Global Holdings Corp.

Previous wording

Our business and the businesses and operations of our customers depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk. To date, the effects of tariffs and changes in global trade policies on the overall state of the economy and on our business have had no material impact on our costs or operations. However, the new tariffs and changes in global trade policies continue to cause overall economic uncertainty and may increase our costs and adversely impact our operations as well as customers’ businesses and operations. Additionally, other potential challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our customers’ businesses and operations.

Current wording

Our business and the businesses and operations of our customers depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. While core inflation has remained relatively steady for the first half of the year, the economy continues to be impacted by the looming potential of increased inflation rates and faces further inflation risk. To date, the effects of tariffs and changes in global trade policies on the overall state of the economy and on our business have had no material impact on our costs or operations. However, the evolving tariffs and changes in global trade policies continue to cause overall economic uncertainty and may increase our costs and adversely impact our operations as well as customers’ businesses and operations. Additionally, other potential challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our customers’ businesses and operations.

Previous 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.

Current wording

Scaled customers increased 21% to 567 as of June 30, 2025, compared to 468 as of June 30, 2024, primarily due to higher usage of our platform among our customers and new additions to our scaled customer base. Of our scaled customers, 168 and 144 were super-scaled customers as of June 30, 2025 and June 30, 2024, respectively.

Previous 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.

Current wording

Scaled customer Average Revenue Per User (“ARPU”) increased 11% to $532 thousand for the three months ended June 30, 2025, compared to $479 thousand for the three months ended June 30, 2024, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 19% to $1.6 million (across 168 customers) for the three months ended June 30, 2025, compared to $1.3 million (across 144 customers) for the three months ended June 30, 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 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.”

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 six months ended June 30, 2025 and 2024, we derived 74% and 67% of our revenues from direct platforms, respectively, and 26% 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

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.

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 six months ended June 30, 2025, we recognized $3.2 million of restructuring expenses. We did not have any such restructuring expenses during the six months ended June 30, 2024.

Previous wording

Other expenses primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Current wording

Other expenses / (income) primarily consists of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Previous 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.

Current wording

Revenues increased by $80.6 million, or 35.4%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in revenues is attributable to incremental revenues of $52.4 million from new customers (including approximately $20.1 million from the acquisition of LiveIntent, which closed during the year ended December 31, 2024) and $28.2 million from existing customers.

Previous 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.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $25.9 million, or 28.4%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This increase was primarily driven by $19.6 million of incremental media costs related to incremental revenues and higher technology expenses of $6.6 million, partially offset by lower employee-related costs of $0.3 million.

Previous 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.

Current wording

Selling and marketing expenses increased by $10.8 million, or 14.3%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This increase was primarily driven by higher employee-related costs of $12.9 million and other sales and marketing-related expenses of $2.4 million, partially offset by lower stock-based compensation of $4.5 million.

Previous 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.

Current wording

Research and development expenses increased by $7.0 million, or 29.6%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This increase was primarily driven by an increase in employee-related costs of $5.4 million, higher consulting fees of $0.8 million and higher stock-based compensation of $0.8 million.

Previous 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.

Current wording

Depreciation and amortization increased by $4.4 million, or 34.2%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous 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.

Current wording

Interest expense, net decreased by $2.4 million, or 93.5%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Previous 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.

Current wording

Other expenses increased by $7.9 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 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 June 30, 2025 as compared to the three months ended June 30, 2024.

Previous 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.

Current wording

For the three months ended June 30, 2025 and 2024, the Company recorded an income tax provision of $1.2 million and $0.5 million, respectively, yielding an effective tax rate of negative 10.3% and negative 1.8%, 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

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.

Current wording

We recorded restructuring expenses of $3.2 million for the six months ended June 30, 2025 related to employee termination costs due to internal restructuring. We did not have any restructuring expenses during the six months ended June 30, 2024.

Previous 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).

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 / (income). 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 / (income) consists 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

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.

Current wording

As of June 30, 2025, we had cash and cash equivalents of $365.3 million and net working capital, consisting of current assets less current liabilities of $436.4 million. As of June 30, 2025, we had an accumulated deficit of $1,062.7 million.

Previous 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.

Current wording

During the six months ended June 30, 2025, net cash provided by operating activities of $76.8 million resulted primarily from adjusted non-cash items of $135.1 million, more than offsetting our net loss of $34.4 million. Non-cash items include stock-based compensation of $88.5 million, depreciation and amortization expense of $35.1 million and a change in fair value of acquisition-related liabilities of $9.2 million. Changes in working capital were primarily driven by increases in accounts receivable of $19.1 million and other current assets of $0.7 million and decreases in deferred revenue of $6.5 million and accrued expenses and other current liabilities of $3.5 million, partially offset by an increase in accounts payable of $2.7 million and other non-current liabilities of $1.2 million and decreases in prepaid expenses of $1.9 million.

Previous 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.

Current wording

During the six months ended June 30, 2024, net cash provided by operating activities of $55.8 million resulted primarily from adjusted non-cash items of $130.6 million, more than offsetting our net loss of $67.6 million. Non-cash items include stock-based compensation of $104.8 million, depreciation and amortization of $26.7 million and a change in fair value of acquisition related liabilities of $1.3 million. Changes in working capital were primarily driven by decreases in accounts payable of $15.4 million, increases in accounts receivable of $13.1 million and prepaid expenses of $2.4 million, partially offset by a decrease in accrued expenses and other current liabilities of $24.3 million.

Previous 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.

Current wording

During the six months ended June 30, 2025, we used $16.2 million of cash for investing activities, primarily consisting of website and software development costs of $10.0 million, capital expenditures of $5.1 million (including a $2.6 million investment in data and partnership agreements), and $1.2 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Previous 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.

Current wording

During the six months ended June 30, 2024, we used $20.8 million of cash in investing activities, primarily consisting of capital expenditures of $12.6 million (including a $10.6 million investment in data and partnership agreements) and website and software development costs of $8.2 million.

Previous wording

During the three months ended March 31, 2025, we used $29.4 million of cash in financing activities, primarily due to the repurchase of $25.9 million of our common stock repurchased under our share repurchase and RSA Withholding Program (as defined below) and payment of acquisition-related liabilities of $3.7 million.

Current wording

During the six months ended June 30, 2025, we used $61.4 million of cash for financing activities, primarily due to the repurchase of $57.9 million of shares of our common stock repurchased under the 2024 SRP (as defined below), including the RSA Withholding Program (as defined below), and the payment of acquisition-related liabilities of $6.3 million, partially offset by receipt from the ESPP and exercise of options of $2.9 million.

Previous 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.

Current wording

During the six months ended June 30, 2024, we used $11.9 million of cash in financing activities, primarily due to the repurchase of $8.4 million of common stock under our share repurchase and withholding program and payment of acquisition related liabilities of $7.0 million, partially offset by receipt from the ESPP and exercise of options of $3.4 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 $550.0 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.

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 June 30, 2025, we had $196.7 million (net of $3.3 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Previous 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.

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 six months ended June 30, 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.