Zeta Global Holdings Corp.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 5, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0000950170-25-103545
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001193125-25-265797
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 25 previous paragraphs and 40 current paragraphs.
22 unchanged; 3 reworded; 15 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors previously disclosed in Part 1, Item 1A “Risk Factors” in our 2024 Annual Report, other than the risk factors below.
Added paragraphs (15)
Current report
Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our proposed acquisition of the Marigold Business), divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.
Current report
As part of our growth strategy, we have acquired and may continue to acquire or invest in other businesses, assets or technologies that are complementary to and fit within our strategic goals. Acquisitions are inherently risky and if they fail, they can result in costly remediating steps such as litigation and divesture. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. The anticipated benefits of any acquisition (including our proposed acquisition of the Marigold Business) or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, operating results and financial condition, including risks arising from:
Current report
• difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of the Marigold Business or any other businesses we may acquire, especially if those businesses operate outside of our core competency or geographies in which we currently operate;
Current report
• ineffectiveness or incompatibility of acquired technologies or solutions;
Current report
• potential loss of key employees of the acquired businesses;
Current report
• inability to maintain key business relationships and reputations of the acquired businesses;
Current report
• diversion of management attention from other business concerns;
Current report
• litigation arising from the acquisition or the activities of the acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties and intellectual property disputes;
Current report
• assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability;
Current report
• complications in the integration of our proposed acquisition of the Marigold Business or any other businesses we may acquire, or diminished prospects;
Current report
• failure to generate the expected financial results related to the proposed acquisition of the Marigold Business or other future acquisitions on a timely manner or at all;
Current report
• weak, ineffective, or incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets;
Current report
• failure to accurately forecast the financial or other business impacts of an acquisition; and
Current report
• implementation or remediation of effective controls, procedures and policies for acquired businesses.
Current report
To fund acquisitions, we have in the past and may in the future pay cash, including in connection with the proposed acquisition of the Marigold Business, which would diminish our cash reserves, or issue additional shares of our Class A Common Stock, which would dilute current stockholders’ holdings in our company. Borrowing to fund an acquisition would result in increased fixed obligations and could also subject us to covenants or other restrictions that could limit our ability to effectively run our business.
Reworded paragraphs (3)
Previous wording
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.
Current wording
On July 1, 2025, the Company issued 33,025 shares of Class A Common Stock valued at $15.14 per share, for an aggregate value of $0.5 million in connection with certain contractual agreements. The Company did not receive any proceeds from such issuance.
Previous wording
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.
Current wording
The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. Each acquirer of our securities in such transactions confirmed that it was an accredited investor and acknowledged that the securities must be acquired and held for investment.
Previous wording
(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.
Current wording
(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. On July 23, 2025, the Company's Board of Directors authorized the 2025 SRP, which authorized up to $200.0 million in the aggregate for (i) repurchases of the Company’s outstanding Class A Common Stock through December 31, 2027 and (ii) the RSA Withholding Program. The 2025 SRP supplements the 2024 SRP.