Zeta Global Holdings Corp.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 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 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.
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.
Stock Repurchase and Withholding Program
Common stock repurchases during the quarter ended September 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) |
|---|---|---|---|---|
| July 1, 2025 – July 31, 2025 | 811,318 | $14.79 | 811,318 | $14.9 |
| August 1, 2025 – August 31, 2025 | 695,845 | $18.68 | 695,845 | $201.9 |
| September 1, 2025 – September 30, 2025 | 161,345 | $18.59 | 161,345 | $198.9 |
| Total | 1,668,508 | 1,668,508 |
(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.
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