Zeta Global Holdings Corp.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those anticipated and discussed in the forward-looking statements as a result of various factors, including those set forth in Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) filed on February 26, 2025, and in Part II, Item IA “Risk Factors” included in this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those anticipated and discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”) filed on February 25, 2026, and in Part II, Item 1A “Risk Factors” included in this Quarterly Report on Form 10-Q.

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 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

Our business and the businesses and operations of our customers depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. While core inflation has remained relatively steady for the first nine months of the year, the economy continues to be impacted by the looming potential of increased inflation rates and faces further inflation risk. To date, the effects of tariffs and changes in global trade policies on the overall state of the economy and on our business have had no material impact on our costs or operations. However, the evolving tariffs and changes in global trade policies continue to cause overall economic uncertainty and may increase our costs and adversely impact our operations as well as customers’ businesses and operations. Additionally, other potential challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our customers’ businesses and operations.

Current wording

Our business and the operations of our customers depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. While core inflation has remained relatively steady for the first three months of the year, the economy continues to be impacted by the looming potential of increased inflation rates and faces further inflation risk. To date, the effects of tariffs and changes in global trade policies on the overall state of the economy and on our business have not materially impacted our costs or operations. However, the evolving tariffs and changes in global trade policies continue to cause overall economic uncertainty and may increase our costs and adversely impact our operations as well as customers’ businesses and operations. Additionally, other potentially challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our customers’ businesses and operations.

Previous wording

Scaled customers increased 20% to 572 as of September 30, 2025, compared to 475 as of September 30, 2024, primarily due to higher usage of our platform among our customers and new additions to our scaled customer base. Of our scaled customers, 180 and 144 were super-scaled customers as of September 30, 2025 and September 30, 2024, respectively.

Current wording

Super-scaled customers increased 19% to 189 as of March 31, 2026, compared to 159 as of March 31, 2025 primarily due to higher usage of our platform among our customers and new additions to our super-scaled customer base.

Previous wording

Scaled customer Average Revenue Per User (“ARPU”) increased 4% to $579 thousand for the three months ended September 30, 2025, compared to $557 thousand for the three months ended September 30, 2024, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 1% to $1.6 million (across 180 customers) for the three months ended September 30, 2025, compared to $1.6 million (across 144 customers) for the three months ended September 30, 2024.

Current wording

Super-scaled customer Average Revenue Per User (“ARPU”) increased 21% to $1.7 million (across 189 customers) for the three months ended March 31, 2026, compared to $1.4 million (across 159 customers) for the three months ended March 31, 2025.

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 the nine months ended September 30, 2025 and 2024, we derived 75% and 68% of our revenues from direct platforms, respectively, and 25% and 32% 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 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 the three months ended March 31, 2026 and 2025, we derived 75% and 73% of our revenues from direct platforms, respectively, and 25% and 27% 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 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

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. During the nine months ended September 30, 2025, we recognized $3.2 million of restructuring expenses. We did not have any such restructuring expenses during the nine months ended September 30, 2024.

Current wording

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels.

Previous wording

Interest (income) / 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, net primarily consists 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 (income) / expenses 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

The Company’s Income tax provision consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

Current wording

The Company’s income tax (benefit) / provision consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

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, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See “Note 9. Stock-Based Compensation” to our condensed unaudited 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 9. Stock-Based Compensation” to our condensed unaudited consolidated financial statements for further details.

Previous wording

Revenues increased by $68.9 million, or 25.7%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase in revenues is attributable to incremental revenues of $63.0 million from new customers (including approximately $20.6 million from the acquisition of LiveIntent, which closed during the year ended December 31, 2024) and $5.9 million from existing customers.

Current wording

Revenues increased by $131.9 million, or 49.9%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in revenues is attributable to incremental revenues of $87.0 million from new customers and $44.9 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed to revenues of $55.6 million.

Previous wording

Cost of revenues (excluding depreciation and amortization) increased by $27.6 million, or 26.1%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase was primarily driven by $20.4 million of incremental media costs related to incremental revenues and higher technology expenses of $7.2 million.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $59.0 million, or 57.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by $47.8 million of incremental media costs related to incremental revenues, higher employee-related costs of $6.7 million and technology expenses of $4.5 million.

Previous wording

General and administrative expenses increased by $5.9 million, or 11.7%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase was primarily driven by higher professional services fees of $3.3 million, employee-related costs of $3.2 million and other general and administrative expenses of $1.3 million, partially offset by lower computer and telecom related expenses of $1.2 million and stock-based compensation of $0.7 million.

Current wording

General and administrative expenses increased by $19.4 million, or 35.8%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher technology and infrastructure cost of $12.7 million, employee-related costs of $3.7 million, professional services fees of $1.3 million, and other general and administrative expenses of $2.3 million, partially offset by lower stock-based compensation of $0.6 million.

Previous wording

Selling and marketing expenses increased by $0.8 million, or 0.9%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase was primarily driven by higher employee-related costs of $11.3 million, partially offset by lower other sales and marketing-related expenses of $7.8 million and stock-based compensation of $2.7 million.

Current wording

Selling and marketing expenses increased by $27.0 million, or 35.9%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher employee-related costs of $18.6 million, stock-based compensation of $5.6 million and other sales and marketing-related expenses of $2.8 million.

Previous wording

Research and development expenses increased by $20.8 million, or 31.3%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This increase was primarily driven by an increase in employee-related costs of $16.0 million, higher stock-based compensation of $2.6 million and higher consulting fees of $2.2 million.

Current wording

Research and development expenses increased by $18.2 million, or 67.7%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher employee-related costs of $9.9 million, stock-based compensation of $6.1 million and consulting fees of $2.2 million.

Previous wording

Depreciation and amortization increased by $4.6 million, or 36.5%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase was primarily driven by higher amortization expenses related to intangible assets.

Current wording

Depreciation and amortization increased by $5.8 million, or 33.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous wording

Interest expense, net decreased by $2.1 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Current wording

Interest expenses, net increased by $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Previous wording

Other expenses increased by $8.9 million, or 311%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase in other expenses was primarily driven by an increase in the fair value change of acquisition-related liabilities recorded during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Current wording

Other income increased by $7.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase in other income was primarily driven by a decrease in the fair value change of acquisition-related liabilities of $8.2 million, partially offset by foreign exchange loss of $0.9 million due to the depreciation of the U.S. dollar against other currencies.

Previous wording

For the three months ended September 30, 2025 and 2024, the Company recorded an income tax provision of $0.8 million and $0.2 million, respectively, yielding an effective tax rate of negative 30.1% and negative 1.2%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to a limited tax benefit being recorded for U.S. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Current wording

For the three months ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $2.6 million and an income tax provision of $1.6 million, respectively, yielding an effective tax rate of 16.3% and negative 8.2%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to a limited tax benefit being recorded for U.S. operating losses in both periods and, for the three months ended March 31, 2026, no tax benefit being recorded for U.K. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

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 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, net. 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, net consists 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 (income) / expense. 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 (income) / expenses consists 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 September 30, 2025, we had cash and cash equivalents of $385.2 million and net working capital, consisting of current assets less current liabilities of $460.3 million. As of September 30, 2025, we had an accumulated deficit of $1,066.4 million.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $288.8 million and net working capital, consisting of current assets less current liabilities of $335.1 million. As of March 31, 2026, we had an accumulated deficit of $1,073.1 million.

Previous wording

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our Revolving Facility (as defined below), will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future, and to fund the cash consideration required for our pending acquisition of the Marigold Business. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in our 2024 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Current wording

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our Revolving Facility (as defined below), will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in our 2025 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Previous wording

During the nine months ended September 30, 2025, net cash provided by operating activities of $134.8 million resulted primarily from adjusted non-cash items of $211.0 million, more than offsetting our net loss of $38.0 million. Non-cash items include stock-based compensation of $134.1 million, depreciation and amortization expense of $52.3 million and a change in fair value of acquisition-related liabilities of $20.7 million. Changes in working capital were primarily driven by increases in accounts receivable of $40.3 million, prepaid expenses of $15.2 million and, other current assets of $1.3 million and decreases in accounts payable of $14.9 million and deferred revenue of $6.4 million, partially offset by an increase in accrued expenses and other current liabilities of $38.8 million and a decrease in other non-current assets of $0.8 million.

Current wording

During the three months ended March 31, 2026, net cash provided by operating activities of $49.7 million resulted primarily from adjusted non-cash items of $71.8 million, more than offsetting our net loss of $13.2 million. Non-cash items include stock-based compensation of $53.0 million, depreciation and amortization expense of $23.5 million and a change in fair value of acquisition-related liabilities of $4.7 million. Changes in working capital were primarily driven by increases in prepaid expenses of $3.1 million and decreases in accrued expenses and other current liabilities of $8.4 million, accounts payable of $8.1 million and other non-current liabilities of $0.4 million, partially offset by a decrease in other current assets of $8.1 million, accounts receivable of $0.7 million and other non-current assets of $0.5 million and an increase in deferred revenue of $1.9 million.

Previous wording

During the nine months ended September 30, 2024, net cash provided by operating activities of $90.2 million resulted primarily from adjusted non-cash items of $192.6 million, more than offsetting our net loss of $85.0 million. Non-cash items include stock-based compensation of $152.0 million, depreciation and amortization of $39.3 million and a change in fair value of acquisition-related liabilities of $1.4 million. Changes in working capital were primarily driven by decreases in accounts payable of $4.0 million, increases in accounts receivable of $34.5 million and prepaid expenses of $3.4 million, partially offset by a decrease in accrued expenses and other current liabilities of $25.2 million.

Current wording

During the three months ended March 31, 2025, net cash provided by operating activities of $34.8 million resulted primarily from adjusted non-cash items of $62.4 million, more than offsetting our net loss of $21.6 million. Non-cash items include stock-based compensation of $42.0 million, depreciation and amortization expense of $17.7 million and a change in fair value of acquisition-related liabilities of $3.5 million. Changes in working capital were primarily driven by decreases in accounts payable of $11.1 million, deferred revenue of $4.3 million and accrued expenses and other current liabilities of $3.7 million and an increase in other current assets of $0.7 million, partially offset by decreases in accounts receivable of $11.4 million and prepaid expenses of $2.2 million.

Previous wording

During the nine months ended September 30, 2024, we used $29.6 million of cash in investing activities, primarily consisting of capital expenditures of $17.5 million (including a $14.0 million investment in data and partnership agreements) and website and software development costs of $12.1 million.

Current wording

During the three months ended March 31, 2026, we used $55.6 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $47.0 million (net of cash acquired), website and software development costs of $5.5 million, and capital expenditures of $3.0 million (including a $1.3 million investment in data and partnership agreements).

Previous wording

During the nine months ended September 30, 2025, we used $26.9 million of cash for investing activities, primarily consisting of website and software development costs of $15.1 million, capital expenditures of $10.6 million (including a $3.8 million investment in data and partnership agreements), and $1.2 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Current wording

During the three months ended March 31, 2025, we used $7.4 million of cash for investing activities, primarily consisting of website and software development costs of $4.2 million, capital expenditures of $2.7 million (including a $1.3 million investment in data and partnership agreements), and $0.5 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Previous wording

During the nine months ended September 30, 2025, we used $88.7 million of cash for financing activities, primarily due to the repurchase of $86.0 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 $3.6 million.

Current wording

During the three months ended March 31, 2026, we used $25.7 million of cash for financing activities, primarily due to the repurchase of $25.7 million of shares of our common stock repurchased under the 2025 SRP (as defined below), including the RSA Withholding Program (as defined below).

Previous wording

During the nine months ended September 30, 2024, we used $226.2 million of cash in financing activities, primarily due to equity capital raise of $229.3 million, net proceeds from the credit facility refinancing of $11.6 million and receipt from the ESPP and exercise of options of $4.5 million, partially offset by the repurchase of $12.3 million of common stock under our share repurchase and withholding program and payment of acquisition-related liabilities of $7.0 million.

Current wording

During the three months ended March 31, 2025, we used $29.4 million of cash for financing activities, primarily due to the repurchase of $25.9 million of our common stock repurchased under our prior stock repurchase program and RSA Withholding Program and payment of acquisition-related liabilities of $3.7 million.

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 September 30, 2025, we had $196.9 million (net of $3.1 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 March 31, 2026, we had $197.3 million (net of $2.7 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 nine months ended September 30, 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.

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 three months ended March 31, 2026, we borrowed $10.0 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility.

Previous wording

On November 13, 2024, the Company’s Board of Directors authorized a stock repurchase and withholding program (the “2024 SRP”) of up to $100.0 million in the aggregate of the Company’s outstanding shares of Class A Common Stock through December 31, 2026. On July 23, 2025, the Company's Board of Directors authorized a new stock repurchase and withholding program (the “2025 SRP”) of up to $200.0 million in the aggregate for repurchase of the Company’s outstanding Class A Common Stock through December 31, 2027. The 2025 SRP supplements the 2024 SRP. In addition to repurchases, both the 2024 and 2025 SRP also allow for the withholding of shares as an alternative to market sales by certain executives and other employees to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program”).

Current wording

On July 23, 2025, the Company’s Board of Directors authorized a new stock repurchase and withholding program (the “2025 SRP”) of up to $200.0 million in the aggregate for repurchase of the Company’s outstanding Class A Common Stock through December 31, 2027. The 2025 SRP supplements the Company’s prior stock repurchase program authorized in 2024. In addition to repurchases, the 2025 SRP also allow for the withholding of shares as an alternative to market sales by certain executives and other employees to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program”).

Previous 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. Refer to Part II, Item 2 for details of repurchases made under the 2024 SRP and 2025 SRP during the three months ended September 30, 2025.

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 2025 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2025 SRP during the three months ended March 31, 2026.