Zeta Global Holdings Corp.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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Jun 30, 2025 · Filed Aug 6, 2025
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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 June 23, 2025, the Company issued 50,736 shares of Class A Common Stock valued at $13.14 per share, for an aggregate value of $0.7 million, to former shareholders of ArcaMax Publishing, Inc. (“ArcaMax”) in connection with the ArcaMax 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 June 30, 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) | ||||||
|---|---|---|---|---|---|---|
| April 1, 2025 – April 30, 2025 | 1,808,623 | $11.62 | 1,808,623 | $37.9 | ||
| May 1, 2025 – May 31, 2025 | - | $ | - | - | $37.9 | |
| June 1, 2025 – June 30, 2025 | 864,828 | $12.72 | 864,828 | $26.9 | ||
| Total | 2,673,451 | 2,673,451 | ||||
(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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