Zeta Global Holdings Corp.

Previous wording

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”). With the integration of LiveIntent’s identity graph and publisher network, we have strengthened our Data Cloud assets and our ability to deliver authenticated, people-based marketing across addressable channels.

Current wording

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”).

Previous wording

Our Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The integration of LiveIntent’s identity graph expands Zeta’s first-party data foundation, strengthening authenticated identity resolution and deterministic targeting. The ZMP enables brands to connect with consumers through native integration of marketing channels and application programming interface ("API") integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

Current wording

Our Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The ZMP enables brands to connect with consumers through native integration of marketing channels and application programming interface (“API”) integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

Previous wording

The ZMP enhances our customers' ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Consumer Data Platform ("CDP+") now integrates LiveIntent’s identity graph, improving identity resolution while maintaining compliance with evolving privacy standards. Our Agile Intelligence® suite (formerly known as Opportunity Explorer) synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Current wording

The ZMP enhances our customers’ ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Zeta SuperGraph™ improves identity resolution while maintaining compliance with evolving privacy standards. Zeta Answers, our intelligence suite, synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Previous wording

We are focused on increasing the number of scaled customers that adopt the ZMP in their enterprises. We define “scaled customers” as customers from which we generated at least $100,000 in revenues in the trailing twelve months. Our long-term growth and operating results will depend on our ability to attract more scaled customers as we address their most pressing marketing automation needs. We will continue to focus on enterprises across multiple geographies. Between January 1, 2024 and December 31, 2024, our sales team increased by 16 sales employees, and we expect to continue to invest in our go-to-market efforts in 2025. We have significantly enhanced our sales techniques in order to build a collaborative environment that encourages cross-selling and implemented a new learning and development program for our sales team. Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth. Our Agile Intelligence suite is a module that provides actionable insights to our customers and serves as an entry point into the ZMP. Agile Intelligence suite has been a proven way to land scaled customers, with minimal cost of implementation and high value adoption.

Current wording

We are focused on increasing the number of super-scaled customers that adopt the ZMP in their enterprises. We define “super-scaled customers” as customers from which we generated at least $1,000,000 in revenues in the trailing twelve months. Our long-term growth and operating results will depend on our ability to attract more super-scaled customers as we address their most pressing marketing automation needs. We will continue to focus on enterprises across multiple geographies. Between January 1, 2025 and December 31, 2025, our sales team increased by 36 sales employees, and we expect to continue to invest in our go-to-market efforts in 2026. We have significantly enhanced our sales techniques in order to build a collaborative environment that encourages cross-selling and implemented a new learning and development program for our sales team. Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth. Our Zeta Answers suite is a module that provides actionable insights to our customers and serves as an entry point into the ZMP. Zeta Answers suite has been a proven way to land scaled customers, with minimal cost of implementation and high value adoption.

Previous wording

During the year ended December 31, 2024, we experienced an increase in our scaled customer Average Revenue Per User (“ARPU”), which resulted in our revenues increasing for the year compared to the prior-year period. Our scaled customer ARPU growth resulted primarily from the effects of transitioning our sales team model to focus a dedicated team on new business development and a separate team on training and educating new and existing users on our platform capabilities. Our transition to this hunter/farmer sales model has included focusing more of our sales team on growth of existing scaled customers and aligning scaled customers with sellers that have specific industry expertise.

Current wording

During the year ended December 31, 2025, we experienced an increase in our scaled and super-scaled customer Average Revenue Per User (“ARPU”), which resulted in our revenues increasing for the year compared to the prior-year period. Our scaled customer ARPU growth resulted primarily from the effects of transitioning our sales team model to focus a dedicated team on new business development and a separate team on training and educating new and existing users on our platform capabilities. Our transition to this hunter/farmer sales model has included focusing more of our sales team on growth of existing scaled customers and aligning scaled customers with sellers that have specific industry expertise.

Previous wording

We adhere to a “land, expand, extend” sales model. After prospecting and landing new scaled customers, we focus on expanding sales to such scaled customers. This includes increasing their use of one product and/or embedding multiple products within an enterprise with our Agile Intelligence suite serving as the connective tissue across multiple products. We have scaled customers both in the U.S. and internationally and we believe we can achieve growth by cross-selling our existing solutions and introducing new features and functionalities within the platform. We expect that our ability to increase adoption of our products within existing scaled customers increases our future opportunities through additional sales. As part of this strategy, we expect to drive expansion in the number of channels per scaled customer. During the year ended December 31, 2024 and 2023, our channels per scaled customer were 2.3 and 2.1, respectively.

Current wording

We adhere to a “land, expand, extend” sales model. After prospecting and landing new customers, we focus on expanding sales to such customers. This includes increasing their use of one product and/or embedding multiple products within an enterprise with our Zeta Answers suite serving as the connective tissue across multiple products. We have super-scaled customers both in the U.S. and internationally, and we believe we can achieve growth by cross-selling our existing solutions and introducing new features and functionalities within the platform. We expect that our ability to increase adoption of our products within existing customers increases our future opportunities through additional sales. As part of this strategy, we expect to drive expansion in the number of channels per super-scaled customer. During both the years ended December 31, 2025 and 2024, our channels per scaled customer were 2.3. During the years ended December 31, 2025 and 2024, our channels per super-scaled customer were 3.3 and 3.0, respectively.

Previous wording

We use an annual net revenue retention (“NRR”) rate as a measure of our ability to retain and expand business generated from our existing customers base. We believe that many companies frequently use annual NRR rate as an indicator for determining customer loyalty. We calculate our annual NRR rate by dividing current year revenue earned from customers from which we also earned revenue in the prior year, by the prior year revenues. Our annual NRR rate was 113.6% and 110.9% for the years ended December 31, 2024 and 2023, respectively. We exclude political and advocacy customers, which represented 8.0% and 1.8% of revenue for 2024 and 2023, respectively, from our calculation of annual NRR rate because of the biennial nature of these customers.

Current wording

We use an annual net revenue retention (“NRR”) rate as a measure of our ability to retain and expand business generated from our existing customers base. We believe that many companies frequently use annual NRR rate as an indicator for determining customer loyalty. We calculate our annual NRR rate by dividing current year revenue earned from customers from which we also earned revenue in the prior year, by the prior year revenues. Our annual NRR rate was 128.0% and 113.6% for the years ended December 31, 2025 and 2024, respectively. We exclude political and advocacy customers, which represented 1.0% and 8.0% of revenue for 2025 and 2024, respectively, from our calculation of annual NRR rate because of the biennial nature of these customers.

Previous wording

Our customer loyalty is also reflected in the table below, which breaks down the tenure of our scaled customers for the year ended December 31, 2024.

Current wording

Our customer loyalty is also reflected in the table below, which breaks down the tenure of our scaled and super-scaled customers for the year ended December 31, 2025.

Previous wording

In general, the marketing industry experiences seasonal trends that affect the vast majority of participants in the digital marketing ecosystem, as well as cyclicality in political activity in economic conditions. Historically, marketing activity is higher in the fourth quarter of the calendar year to coincide with the holiday shopping season as compared to the first quarter. As a result, the subsequent first quarter tends to reflect lower activity levels and lower performance. In addition, political and advocacy customers are impacted by political cycles, with generally higher activity in presidential election years. We generally expect these seasonality and cyclicality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results.

Current wording

In general, the marketing industry experiences seasonal trends that affect the vast majority of participants in the digital marketing ecosystem, as well as cyclicality in political activity in economic conditions. Historically, marketing activity is higher in the fourth quarter of the calendar year to coincide with the holiday shopping season as compared to the first quarter. As a result, the subsequent first quarter tends to reflect lower activity levels and lower performance. In addition, political and advocacy customers are impacted by political cycles, with generally higher activity in presidential and, to a lesser extent, midterm election years. We generally expect these seasonality and cyclicality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results.

Previous wording

We review key performance metrics, discussed below, to evaluate our business, track performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics provides investors with effective ways to measure and model the performance of companies such as ours, with recurring revenue streams.

Current wording

We review key performance metrics, discussed below, to evaluate our business, track performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics provides investors with effective ways to measure and model the performance of companies such as ours, with recurring revenue streams. Going forward, we intend to focus on reporting metrics with respect to our super-scaled customers as these customers represent a substantial majority of our revenue, and these metrics are most relevant to evaluating our business and performance. We no longer intend to include metrics with respect to our scaled customers in our quarterly reports on Form 10-Q, as these metrics are expected to be less relevant.

Previous wording

We measure and track the number of scaled customers on a trailing twelve months basis because our ability to attract new scaled customers, grow our scaled customer base and retain or expand our business with existing scaled customers is both an important contributor to our revenue growth and an indicator to investors of our measurable success. We define scaled customers as customers from which we generated at least $100,000 in revenues during the trailing twelve months. As a subset of scaled customers, we define super-scaled customers as customers from which we generated at least $1.0 million in revenues during the trailing twelve months. We calculate the number of scaled and super-scaled customers at the end of each reporting period as the number of customers billed during each applicable period. As of December 31, 2024, we had 527 scaled customers representing 98% of total revenue in 2024, compared to 452 scaled customers as of December 31, 2023, representing 97% of total revenue in 2023.

Current wording

We measure and track the number of scaled customers on a trailing twelve months basis because our ability to attract new scaled customers, grow our scaled customer base and retain or expand our business with existing scaled customers is both an important contributor to our revenue growth and an indicator to investors of our measurable success. We define scaled customers as customers from which we generated at least $100,000 in revenues during the trailing twelve months. As a subset of scaled customers, we define super-scaled customers as customers from which we generated at least $1.0 million in revenues during the trailing twelve months. We calculate the number of scaled and super-scaled customers at the end of each reporting period as the number of customers billed during each applicable period. As of December 31, 2025, we had 602 scaled customers representing 97% of total revenue in 2025, compared to 527 scaled customers as of December 31, 2024, representing 98% of total revenue in 2024. As of December 31, 2025, we had 184 super-scaled customers representing 87% of total revenue in 2025, compared to 148 super-scaled customers as of December 31, 2024, representing 84% of total revenue in 2024.

Previous wording

Scaled customers increased 17% to 527 as of December 31, 2024, compared to 452 as of December 31, 2023, primarily due to higher usage of platform among our customers and new additions to our scaled customer base. Of our scaled customers, 148 and 131 are super-scaled customers as of December 31, 2024 and 2023, respectively.

Current wording

Scaled customers increased 14% to 602 as of December 31, 2025, compared to 527 as of December 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, 184 and 148 are super-scaled customers as of December 31, 2025 and 2024, respectively. Super-scaled customers increased 24% to 184 as of December 31, 2025, compared to 148 as of December 31, 2024.

Previous wording

Scaled customer ARPU increased 19% to $1,868 thousand for the year ended December 31, 2024, compared to $1,572 thousand for the year ended December 31, 2023, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 27% to $5.7 million (across 148 customers) for the year ended December 31, 2024, compared to $4.5 million (across 131 customers) for the year ended December 31, 2023.

Current wording

Scaled customer ARPU increased 13% to $2.1 million for the year ended December 31, 2025, compared to $1.9 million for the year ended December 31, 2024, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 8% to $6.2 million (across 184 customers) for the year ended December 31, 2025, compared to $5.7 million (across 148 customers) for the year ended December 31, 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 2024 and 2023, we derived 70% and 72% of our revenues from direct platforms, respectively, and 30% and 28% 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 Policies and 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 2025 and 2024, we derived 74% and 70% of our revenues from direct platforms, respectively, and 26% and 30% 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 Policies and Estimates.”

Previous wording

General and administrative expenses primarily consist of computer and telecom expenses, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs. We expect general and administrative expenses to increase in absolute dollars in future periods. We expect that general and administrative expenses to decrease as a percentage of revenue over the long term.

Current wording

General and administrative expenses primarily consist of technology and infrastructure cost, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs. We expect general and administrative expenses to increase in absolute dollars in future periods. We expect that general and administrative expenses to decrease as a percentage of revenue over the long term.

Previous wording

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and IT services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth, and as a result we expect research and development expenses to increase in absolute dollars in future periods. We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term.

Current wording

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and technology services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth, and as a result we expect research and development expenses to increase in absolute dollars in future periods. We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term.

Previous wording

Interest expense, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Current wording

Interest expenses, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Previous wording

Other expenses / (income) 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 consist of changes in fair value of acquisition-related liabilities, gains and losses on 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

We account for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is established when we determine that it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have concluded that the U.S. deferred tax assets are not realizable on a more-likely-than-not basis and that a full valuation allowance is required.

Current wording

We account for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is established when we determine that it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Previous wording

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSU”), performance-based stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan (“ESPP”), is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See Note 13 Stock Based Compensation to our consolidated financial statements for further details.

Current wording

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See “Note 13. Stock-Based Compensation” to our consolidated financial statements for further details.

Previous wording

Revenues increased by $277.0 million, or 38.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. The increase in revenues is attributable to incremental revenues of $158.2 million from new customers (including approximately $16.9 million from the acquisition of LiveIntent made during the year ended December 31, 2024) and $118.8 million from existing customers.

Current wording

Revenues increased by $298.9 million, or 29.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase in revenues is attributable to incremental revenues of $108.0 million from new customers (including approximately $84.2 million from acquisitions) and $190.9 million from existing customers.

Previous wording

Cost of revenues (excluding depreciation and amortization) increased by $125.1 million, or 45.6%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. This increase was primarily driven by $119.3 million of incremental media costs related to incremental revenues, higher technology expenses of $6.1 million and employee related costs of $0.6 million, partially offset by lower stock-based compensation of $1.0 million.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $114.0 million, or 28.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily driven by $89.9 million of incremental media costs related to incremental revenues, higher technology expenses of $22.8 million and employee-related costs of $1.3 million.

Previous wording

Selling and marketing expenses increased by $26.1 million, or 9.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. This increase was primarily driven by higher employee-related costs of $38.8 million and other sales and marketing-related expenses of $12.4 million, which were partially offset by lower stock-based compensation of $25.2 million.

Current wording

Selling and marketing expenses increased by $25.5 million, or 8.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily driven by higher employee-related costs of $42.4 million, partially offset by lower stock-based compensation of $14.9 million and other sales and marketing-related expenses of $2.0 million.

Previous wording

Depreciation and amortization expense increased by $5.0 million, or 9.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. This increase was primarily driven by higher amortization expenses related to intangible assets.

Current wording

Depreciation and amortization increased by $15.9 million, or 28.4%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous wording

Acquisition-related expenses were $8.2 million during the year ended December 31, 2024 as compared to $0.2 million for the year ended December 31, 2023. These expenses were primarily driven by expenses incurred in connection with our LiveIntent acquisition, which was closed on October 21, 2024.

Current wording

Acquisition-related expenses increased by $12.1 million, or 146.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily driven by expenses incurred in connection with our acquisition of Marigold’s Enterprise Business, which was closed on November 24, 2025.

Previous wording

We did not have any restructuring expenses for the year ended December 31, 2024. We recorded restructuring expenses of $2.8 million during the year ended December 31, 2023 related to employee termination costs due to internal restructuring.

Current wording

We recorded restructuring expenses of $3.2 million for the year ended December 31, 2025 related to employee termination costs due to internal restructuring. We did not have any restructuring expenses for the year ended December 31, 2024.

Previous wording

Interest expense, net decreased by $3.8 million, or 34.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Current wording

Interest expenses, net decreased by $6.8 million, or 94.8%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Previous wording

During the year ended December 31, 2024, we had other income of $0.1 million compared with other expenses of $7.8 million during the year ended December 31, 2023. This decrease in other expenses was primarily driven by a decrease in the fair value change of acquisition-related liabilities recorded during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Current wording

Other expenses increased by $38.2 million, for the year ended December 31, 2025, as compared to other income for the year ended December 31, 2024. This increase in other expenses was primarily driven by an increase in the fair value change of acquisition-related liabilities recorded for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Previous wording

Income tax benefit increased by $6.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. For the year ended December 31, 2024, we recorded an income tax benefit of $5.2 million, which primarily related to the partial release of our U.S. valuation allowance as a business combination consummated during 2024, created a source of future taxable income, partially offset by an income tax provision for foreign taxes. For the year ended December 31, 2023, we recorded an income tax provision of $1.0 million, which primarily related to an income tax provision for foreign taxes.

Current wording

For the year ended December 31, 2024, we recorded an income tax benefit of $5.2 million, primarily related to the partial reversal of our U.S. federal and state valuation allowance, as the acquisition of LiveIntent consummated during 2024, created a source of future taxable income, partially offset by an income tax provision for foreign taxes.

Previous wording

The effective tax rate for the year ended December 31, 2024 was 6.9% and for the year ended December 31, 2023 was negative 0.5%. For both 2024 and 2023, our effective tax rates differ from the U.S. federal statutory rate of 21% primarily related to changes in our U.S. valuation allowance as we maintain a full valuation allowance against our U.S. net deferred tax assets based upon the weight of objective evidence.

Current wording

The effective tax rate for the year ended December 31, 2025 was 4.8% and for the year ended December 31, 2024 was 6.9%. For both 2025 and 2024, our effective tax rates differ from the U.S. federal statutory rate of 21%, primarily related to changes in our U.S. valuation allowance as a result of business combinations described above. For both 2025 and 2024, we maintained a full valuation allowance against our U.S. net deferred tax assets based upon the weight of existing objective evidence.

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 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 expenses, 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) 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).

Previous wording

As of December 31, 2024, we had cash and cash equivalents of $366.2 million and net working capital, consisting of current assets less current liabilities of $417.2 million. As of December 31, 2024, we had an accumulated deficit of $1,028.3 million.

Current wording

As of December 31, 2025, we had cash and cash equivalents of $319.8 million and net working capital, consisting of current assets less current liabilities of $256.3 million. As of December 31, 2025, we had an accumulated deficit of $1,059.8 million.

Previous wording

During the year ended December 31, 2023, net cash provided by operating activities of $90.5 million resulted primarily from adjusted non-cash items of $303.3 million, more than offsetting our net loss of $187.5 million. Non-cash items include stock-based compensation of $242.9 million, depreciation and amortization of $51.1 million and a change in fair value of acquisition-related liabilities of $7.2 million. Changes in working capital were primarily driven by increases in accounts receivable of $64.1 million and other assets of $1.3 million, partially offset by increases in accounts payable of $26.3 million and accrued expenses and other current liabilities of $12.0 million and a decrease in prepaid expenses of $1.1 million.

Current wording

During the year ended December 31, 2025, net cash provided by operating activities of $198.9 million resulted primarily from adjusted non-cash items of $278.5 million, more than offsetting our net loss of $31.5 million. Non-cash items include stock-based compensation of $177.8 million, depreciation and amortization expense of $72.0 million and a change in fair value of acquisition-related liabilities of $36.7 million. Changes in working capital were primarily driven by increases in accounts receivable of $77.2 million and prepaid expenses of $6.7 million and decreases in accounts payable of $8.5 million and deferred revenue of $9.3 million, partially offset by an increase in accrued expenses and other current liabilities of $42.7 million and other non-current liabilities of $4.7 million, and decreases in other current assets of $5.2 million and other non-current assets of $1.0 million.

Previous wording

During the year ended December 31, 2023, we used $54.2 million of cash in investing activities, primarily consisting of capital expenditures of $20.5 million (including a $16.2 million investment in data and partnership agreements), website and software development costs of $15.5 million and business and asset acquisitions and other investments of $18.2 million (net of cash acquired).

Current wording

During the year ended December 31, 2025, we used $124.2 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $90.3 million (net of cash acquired), website and software development costs of $20.1 million, and capital expenditures of $13.8 million (including a $5.1 million investment in data and partnership agreements).

Previous wording

During the year ended December 31, 2024, we used $97.6 million of cash in investing activities, primarily consisting of capital expenditures of $25.7 million (including a $19.8 million investment in data and partnership agreements), website and software development costs of $16.0 million and business and asset acquisitions and other investments of $55.8 million (net of cash acquired).

Current wording

During the year ended December 31, 2024, we used $97.6 million of cash for investing activities, primarily consisting of capital expenditures of $25.7 million (including a $19.8 million investment in data and partnership agreements), website and software development costs of $16.0 million and business and asset acquisitions and other investments of $55.8 million (net of cash acquired).

Previous wording

During the year ended December 31, 2023, we used $25.7 million of cash in financing activities, primarily due to the repurchase of $13.4 million of our common stock repurchased under our share repurchase and RSA withholdings program and payment of acquisition-related liabilities of $15.5 million, partially offset by $3.1 million paid by certain employees under the ESPP.

Current wording

During the year ended December 31, 2025, we used $120.8 million of cash for financing activities, primarily due to the repurchase of $121.0 million of shares of our common stock repurchased under the 2024 SRP and 2025 SRP (each 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 receipts from our 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and exercise of options of $6.5 million.

Previous wording

During the year ended December 31, 2024, net cash provided by financing activities of $198.0 million resulted primarily from the equity capital raise of $229.0 million, net proceeds from the credit facility refinancing of $11.6 million, $3.4 million paid by certain employees under the Company's employee stock purchase plan and exercise of options of $3.2 million, partially offset by payment of acquisition-related liabilities of $7.0 million, and repurchases of $42.2 million of our common stock under our share repurchase and RSA withholdings program.

Current wording

During the year ended December 31, 2024, net cash provided by financing activities of $198.0 million resulted primarily from the equity capital raise of $229.0 million, net proceeds from the credit facility refinancing of $11.6 million, $3.4 million paid by certain employees under the Company’s employee stock purchase plan and exercise of options of $3.2 million, partially offset by payment of acquisition-related liabilities of $7.0 million, and repurchases of $42.2 million of our common stock under the 2024 SRP.

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 December 31, 2024, we had $200.0 million (net of $3.7 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Current wording

On August 30, 2024, we refinanced and replaced our previous senior secured credit facility, dated February 3, 2021, 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 previous 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 December 31, 2025, we had $197.1 million (net of $2.9 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 year ended December 31, 2024, we borrowed $1.3 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility. We do not engage in off-balance sheet financing arrangements.

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 year ended December 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. We do not engage in off-balance sheet financing arrangements.

Previous wording

In August 2022, the Company's Board of Directors authorized a share repurchase and withholding program (the “2022 SRP”) authorizing the repurchase of up to $50.0 million of our outstanding Class A Common Stock through December 31, 2024 and authorizing withholding as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards (“RSAs”). On November 13, 2024, the Company's Board of Directors authorized a new stock repurchase program for up to $100.0 million of Company’s Class A Common Stock through December 31, 2026 (the “2024 SRP”). The 2024 SRP supplements the 2022 SRP. As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2022 SRP and 2024 SRP will reduce the number of weighted-average common shares outstanding for the period. See Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Purchases of Equity Securities by the Issuer or Affiliated Purchaser” for more information on the 2022 SRP and 2024 SRP.

Current wording

As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2024 SRP and 2025 SRP will reduce the number of weighted-average common shares outstanding for the period. See Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Purchases of Equity Securities by the Issuer or Affiliated Purchaser” for more information on the 2024 SRP and 2025 SRP.