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Zeta Global Holdings Corp.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

ZETA$31.03+5.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-01.

0001193125-26-199156

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-333902

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 98 previous paragraphs and 92 current paragraphs.

51 unchanged; 29 reworded; 9 added; 16 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 15 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

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.

Current report

Based on the weight of existing objective evidence as of the balance sheet date which includes cumulative losses in recent years, 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. However, given anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

Current report

Other expenses, net increased by $1.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase in other expenses, net was primarily driven by an increase in the fair value change of acquisition-related liabilities recorded during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Current report

Cost of revenues (excluding depreciation and amortization) increased by $123.0 million, or 55.8%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by $102.0 million of incremental media costs related to incremental revenues, higher employee-related costs of $12.6 million and technology expenses of $8.4 million.

Current report

General and administrative expenses increased by $33.1 million, or 28.5%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by higher technology and infrastructure costs of $27.2 million, employee-related costs of $3.9 million, professional services fees of $1.5 million and stock-based compensation of $0.6 million, partially offset by lower other general and administrative expenses of $0.1 million.

Current report

Selling and marketing expenses increased by $44.7 million, or 27.6%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by higher employee-related costs of $31.0 million, stock-based compensation of $6.6 million and other sales and marketing-related expenses of $7.1 million.

Current report

Research and development expenses increased by $29.8 million, or 51.9%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by an increase in employee-related costs of $16.3 million, stock-based compensation of $9.7 million and consulting fees of $3.8 million.

Current report

Depreciation and amortization increased by $11.1 million, or 31.6%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.
Removed paragraphs (16)
Reworded paragraphs (29)

Previous 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.

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 six 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

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.

Current wording

Super-scaled customers increased 17% to 197 as of June 30, 2026, compared to 168 as of June 30, 2025, primarily due to higher usage of our platform among our customers and new additions to our super-scaled customer base.

Previous 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.

Current wording

Super-scaled customer Average Revenue Per User (“ARPU”) increased 17% to $1.8 million (across 197 customers) for the three months ended June 30, 2026, compared to $1.6 million (across 168 customers) for the three months ended June 30, 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 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.”

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 six months ended June 30, 2026 and 2025, we derived 73% and 74% of our revenues from direct platforms, respectively, and 27% and 26% 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 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.

Current wording

General and administrative expenses primarily consist of technology and infrastructure costs, 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

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.

Current wording

Other expenses, net 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

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.

Current wording

Revenues increased by $134.3 million, or 43.5%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in revenues is attributable to incremental revenues of $75.9 million from new customers and $58.4 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed to revenues of $48.1 million.

Previous 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.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $64.0 million, or 54.7%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by $54.2 million of incremental media costs related to incremental revenues, higher employee-related costs of $5.9 million and technology expenses of $3.9 million.

Previous 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.

Current wording

General and administrative expenses increased by $13.7 million, or 22.1%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by higher technology and infrastructure costs of $14.5 million, stock-based compensation of $1.2 million, employee-related costs of $0.2 million, and professional services fees of $0.2 million, partially offset by lower other general and administrative expenses of $2.4 million.

Previous 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.

Current wording

Selling and marketing expenses increased by $17.6 million, or 20.4%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by higher employee-related costs of $12.3 million, stock-based compensation of $1.0 million and other sales and marketing-related expenses of $4.3 million.

Previous 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.

Current wording

Research and development expenses increased by $11.6 million, or 38.1%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by higher employee-related costs of $6.4 million, stock-based compensation of $3.6 million and consulting fees of $1.6 million.

Previous 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.

Current wording

Depreciation and amortization increased by $5.3 million, or 30.2%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous 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.

Current wording

Interest expenses, net increased by $0.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Previous 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.

Current wording

For the three months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $0.4 million and an income tax provision of $1.2 million, respectively, yielding an effective tax rate of negative 4.8% and negative 10.3%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to windfall tax benefits associated with stock-based compensation during the three months ended June 30, 2026, and a limited tax benefit recorded for U.S. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets during the three months ended June 30, 2025.

Previous wording

We recorded acquisition-related expenses of $1.7 million for the three months ended March 31, 2026 related to expenses incurred in connection with our acquisition of Marigold’s Enterprise Business, which was closed on November 24, 2025. There were no such expenses incurred during the three months ended March 31, 2025.

Current wording

We recorded acquisition-related expenses of $1.7 million for the six months ended June 30, 2026 related to expenses incurred in connection with our acquisition of Marigold’s Enterprise Business, which was closed on November 24, 2025. There were no such expenses incurred during the six months ended June 30, 2025.

Previous wording

Restructuring expenses increased by $3.6 million, or 114.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily due to higher employee termination costs due to internal restructuring.

Current wording

Restructuring expenses increased by $3.6 million, or 114.2% for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily due to higher employee termination costs due to internal restructuring.

Previous 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.

Current wording

Other expenses, net decreased by $5.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease in other expenses, net was driven by a decrease in the fair value change of acquisition-related liabilities of $6.4 million, primarily offset by foreign exchange loss of $1.0 million due to the depreciation of the U.S. dollar against other currencies.

Previous 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).

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, 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).

Previous wording

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net loss and net loss margin, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Current wording

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net income / (loss) and net income / (loss) margin, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Previous 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.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $310.0 million and net working capital, consisting of current assets less current liabilities of $393.2 million. As of June 30, 2026, we had an accumulated deficit of $1,064.9 million.

Previous 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.

Current wording

During the six months ended June 30, 2026, net cash provided by operating activities of $118.9 million resulted primarily from adjusted non-cash items of $152.6 million, more than offsetting our net loss of $5.1 million. Non-cash items include stock-based compensation of $105.1 million, depreciation and amortization expense of $46.2 million and a change in fair value of acquisition-related liabilities of $2.8 million. Changes in operating assets and liabilities were primarily driven by increases in accounts receivable of $5.3 million and decreases in accrued expenses and other current liabilities of $11.5 million, accounts payable of $8.6 million and deferred revenue of $1.3 million, as well as payment of acquisition-related liabilities of $4.8 million related to the LiveIntent acquisition, partially offset by a decrease in other current assets of $2.4 million and other non-current assets of $0.3 million and an increase in other non-current liabilities of $0.2 million.

Previous 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.

Current wording

During the six months ended June 30, 2025, net cash provided by operating activities of $76.8 million resulted primarily from adjusted non-cash items of $135.1 million, more than offsetting our net loss of $34.4 million. Non-cash items include stock-based compensation of $88.5 million, depreciation and amortization expense of $35.1 million and a change in fair value of acquisition-related liabilities of $9.2 million. Changes in operating assets and liabilities were primarily driven by increases in accounts receivable of $19.1 million and other current assets of $0.7 million and decreases in deferred revenue of $6.5 million and accrued expenses and other current liabilities of $3.5 million, partially offset by an increase in accounts payable of $2.7 million and other non-current liabilities of $1.2 million and decreases in prepaid expenses of $1.9 million.

Previous 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).

Current wording

During the six months ended June 30, 2026, we used $70.9 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $50.8 million (net of cash acquired), website and software development costs of $12.3 million, and capital expenditures of $7.8 million (including a $1.3 million investment in data and partnership agreements).

Previous 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.

Current wording

During the six months ended June 30, 2025, we used $16.2 million of cash for investing activities, primarily consisting of website and software development costs of $10.0 million, capital expenditures of $5.1 million (including a $2.6 million investment in data and partnership agreements), and $1.2 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Previous 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).

Current wording

During the six months ended June 30, 2026, we used $58.6 million of cash for financing activities, primarily due to the repurchase of $55.6 million of shares of our common stock repurchased under the 2025 SRP (as defined below), including the RSA Withholding Program (as defined below) and payment of acquisition-related liabilities of $8.4 million, partially offset by receipts from the ESPP and exercise of options of $5.4 million.

Previous 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.

Current wording

During the six months ended June 30, 2025, we used $61.4 million of cash for financing activities, primarily due to the repurchase of $57.9 million of shares of our common stock repurchased under our prior stock repurchase program and RSA Withholding Program and payment of acquisition-related liabilities of $6.3 million, partially offset by receipts from the ESPP and exercise of options of $2.9 million.

Previous 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.

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 June 30, 2026, we had $197.5 million (net of $2.5 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 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.

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 six months ended June 30, 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

There have been no material changes to our contractual obligations as compared to the contractual obligations described in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2025 Annual Report.

Current wording

There have been no material changes to our contractual obligations as compared to the contractual obligations described in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2025 Annual Report, other than those which occur in the normal course of business. See “Note 8. Commitments and Contingencies” to our condensed unaudited consolidated financial statements for disclosures on commitments and contingencies.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Revenues increased by $266.2 million, or 46.5%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase in revenues is attributable to incremental revenues of $162.9 million from new customers and $103.3 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed to revenues of $103.7 million.

Current report — wording carried from elsewhere

Interest expenses, net increased by $1.2 million, or 233.8%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Current report — wording carried from elsewhere

For the six months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $3.0 million and an income tax provision of $2.8 million, respectively, yielding an effective tax rate of 36.8% and negative 9.0%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to the limited tax benefit recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets. For the six months ended June 30, 2026, the effective tax rate was also impacted by (i) non-deductible executive compensation under IRC Section 162(m), (ii) state and local taxes, (iii) incremental tax related to the base erosion and anti-abuse tax, and (iv) the impact of windfall tax benefits associated with stock-based compensation.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Cost of revenues (excluding depreciation and amortization)

Previous report — wording carried elsewhere

Cost of revenues (excluding depreciation and amortization)