Zeta Global Holdings Corp.

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending any such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

On November 22, 2024, a purported stockholder of the Company filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against the Company and the Company’s Chief Executive Officer, David A. Steinberg, and the Company’s Chief Financial Officer, Christopher Greiner, which is captioned In re Zeta Global Holdings Corporation Securities Litigation. On February 26, 2025, the Court appointed putative stockholders Amir Konigsberg and the Allegheny County Employees’ Retirement System as co-lead plaintiffs. The co-lead plaintiffs filed an Amended Class Action Complaint on May 12, 2025, which also named other officers of the Company. The Amended Complaint alleges, based in part on the report from Culper Research, that the defendants made false and misleading statements and omissions about the Company’s business, operations, and prospects between February 27, 2024 and March 10, 2025. We are vigorously defending ourselves against this lawsuit, and we believe the claims made in the report are without merit. The lawsuit seeks, among other things, damages in connection with the Company’s allegedly artificially inflated stock price between February 27, 2024 and March 10, 2025 as a result of those allegedly false and misleading statements and omissions, as well as interest, attorneys’ fees, and costs. The Company and the individual defendants moved to dismiss the Amended Complaint on July 11, 2025; briefing on that motion was completed on September 9, 2025. Discovery is stayed while the parties are awaiting a decision on the motion to dismiss. This matter is still in the early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss.

On December 11, 2024 and December 23, 2024, purported stockholders of the Company filed shareholder derivative complaints in the U.S. District Court for the Southern District of New York purportedly on the Company’s behalf against members of the Company’s board of directors and the Company as a nominal defendant, which have been consolidated into a single lawsuit captioned In re Zeta Global Holdings Corp. Stockholder Derivative Litigation, based on the same underlying allegations as in the securities class action described above. The complaints allege (i) violations of Section 14(a) of the Securities Exchange Act of 1934, (ii) breach of fiduciary duty, (iii) unjust enrichment, (iv) abuse of control, (v) gross mismanagement, (vi) waste of corporate assets, (vii) contribution under Section 10(b) and 21D of the Securities Exchange Act of 1934, and (viii) aiding and abetting. On March 4, 2025, the Court stayed the litigation through the resolution of the motion to dismiss in the securities class action. We intend to vigorously defend ourselves against this lawsuit, and we believe the claims made in the report are without merit. The Company’s board members are each party to an indemnification agreement with the Company that may require the Company to reimburse the board members for certain expenses and other costs related to this lawsuit. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss.

For a description of our legal proceedings, see “Note 12. Commitments and Contingencies” to our audited consolidated financial statements in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.