Zeta Global Holdings Corp.

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 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.

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 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 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 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.

Current wording

Super-scaled customers increased 18% to 212 as of September 30, 2026, compared to 180 as of September 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 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.

Current wording

Super-scaled customer Average Revenue Per User (“ARPU”) increased 22% to $2.0 million (across 212 customers) for the three months ended September 30, 2026, compared to $1.6 million (across 180 customers) for the three months ended September 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 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.”

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 nine months ended September 30, 2026 and 2025, we derived 72% and 75% of our revenues from direct platforms, respectively, and 28% and 25% 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

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.

Current wording

Interest expenses / (income), 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

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.

Current 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.

Previous 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.

Current wording

Revenues increased by $155.5 million, or 46.1%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase in revenues is attributable to incremental revenues of $87.2 million from new customers and $68.3 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed revenues of $48.0 million.

Previous 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.

Current wording

Cost of revenues (excluding depreciation and amortization) increased by $62.4 million, or 46.8%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This increase was primarily driven by $53.7 million of incremental media costs related to incremental revenues, higher employee-related costs of $6.2 million and technology expenses of $2.5 million.

Previous 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.

Current wording

General and administrative expenses increased by $18.6 million, or 33.0%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This increase was primarily driven by higher technology and infrastructure costs of $15.8 million, employee-related costs of $0.9 million, professional services fees of $0.7 million, stock-based compensation of $0.2 million and other general and administrative expenses of $1.0 million.

Previous 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.

Current wording

Selling and marketing expenses increased by $24.1 million, or 28.3%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This increase was primarily driven by higher employee-related costs of $16.3 million, stock-based compensation of $1.9 million and other sales and marketing-related expenses of $5.9 million.

Previous 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.

Current wording

Research and development expenses increased by $11.7 million, or 39.3%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This increase was primarily driven by higher employee-related costs of $7.5 million, stock-based compensation of $2.4 million and consulting fees of $1.8 million.

Previous 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.

Current wording

Depreciation and amortization increased by $3.9 million, or 23.0%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous 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.

Current wording

Interest expenses, net increased by $1.1 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Previous wording

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 wording

Other expenses, net decreased by $9.0 million, or 76.6%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. This decrease in other expenses, net was primarily driven by a decrease in the fair value change of acquisition-related liabilities recorded during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.

Previous wording

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.

Current wording

For the three months ended September 30, 2026 and 2025, the Company recorded an income tax provision of $4.0 million and $0.8 million, respectively, yielding an effective tax rate of positive 9.5% and negative 30.1%, 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 three months ended September 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) the settlement of uncertain tax positions, (iv) the finalization of the Marigold’s Enterprise Business acquisition and (v) the impact of windfall tax benefits associated with share-based compensation.

Previous wording

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 wording

Revenues increased by $421.7 million, or 46.3%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase in revenues is attributable to incremental revenues of $250.1 million from new customers and $171.6 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed revenues of $151.7 million.

Previous wording

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 wording

Cost of revenues (excluding depreciation and amortization) increased by $185.4 million, or 52.4%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily driven by $155.7 million of incremental media costs related to incremental revenues, higher employee-related costs of $18.8 million and technology expenses of $10.9 million.

Previous wording

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 wording

General and administrative expenses increased by $51.7 million, or 29.9%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily driven by higher technology and infrastructure costs of $43.0 million, employee-related costs of $4.8 million, professional services fees of $2.2 million, stock-based compensation of $0.8 million and other general and administrative expenses of $0.9 million.

Previous wording

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 wording

Selling and marketing expenses increased by $68.8 million, or 27.8%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily driven by higher employee-related costs of $47.3 million, stock-based compensation of $8.5 million and other sales and marketing-related expenses of $13.0 million.

Previous wording

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 wording

Research and development expenses increased by $41.5 million, or 47.6%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily driven by an increase in employee-related costs of $23.8 million, stock-based compensation of $12.1 million and consulting fees of $5.6 million.

Previous wording

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.

Current wording

Depreciation and amortization increased by $15.0 million, or 28.8%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

Previous 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.

Current wording

Restructuring expenses increased by $6.2 million, or 197.4%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This increase was primarily due to higher employee termination costs due to internal restructuring.

Previous wording

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 wording

Interest expenses, net increased by $2.3 million, or 710.1%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Previous 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.

Current wording

Other expenses, net decreased by $14.4 million, or 66.7%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. This decrease in other expenses, net was driven by a decrease in the fair value change of acquisition-related liabilities of $15.6 million, primarily offset by foreign exchange loss of $1.2 million due to the depreciation of the U.S. dollar against other currencies.

Previous 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.

Current wording

For the nine months ended September 30, 2026 and 2025, the Company recorded an income tax provision of $1.1 million and $3.7 million, respectively, yielding an effective tax rate of positive 3.1% and negative 10.7%, 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 nine months ended September 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) the settlement of uncertain tax positions, (iv) the finalization of the Marigold’s Enterprise Business acquisition and (v) the impact of windfall tax benefits associated with share-based compensation.

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 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/ (income), 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

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.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $340.1 million and net working capital, consisting of current assets less current liabilities of $432.7 million. As of September 30, 2026, we had an accumulated deficit of $1,026.6 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. 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.

Current wording

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our 2026 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 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.

Current wording

During the nine months ended September 30, 2026, net cash provided by operating activities of $210.3 million resulted primarily from adjusted non-cash items of $226.8 million and net income of $33.2 million. Non-cash items include stock-based compensation of $155.1 million, depreciation and amortization expense of $67.3 million and a change in fair value of acquisition-related liabilities of $5.0 million. Changes in operating assets and liabilities were primarily driven by increases in accounts receivable of $48.5 million, other non-current assets of $14.1 million, $9.6 million of prepaid expenses, and decreases in accounts payable of $18.8 million and other non-current liabilities of $2.2 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 $5.2 million and an increase in accrued expenses and other current liabilities of $38.3 million and deferred revenue of $4.9 million.

Previous 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.

Current 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 operating assets and liabilities 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.

Previous 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).

Current wording

During the nine months ended September 30, 2026, we used $151.3 million of cash for investing activities, primarily consisting of loan advances of $70.0 million, business and asset acquisitions and other investments of $51.1 million (net of cash acquired), website and software development costs of $19.4 million, and capital expenditures of $10.9 million (including a $1.3 million investment in data and partnership agreements).

Previous 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.

Current 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.

Previous 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.

Current wording

During the nine months ended September 30, 2026, we used $39.8 million of cash for financing activities, primarily due to the repurchase of $85.5 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 net proceeds from the credit facility refinancing of $45.8 million, and receipts from the ESPP and exercise of options of $8.3 million.

Previous 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.

Current 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 our prior stock repurchase program and RSA Withholding Program and the payment of acquisition-related liabilities of $6.3 million, partially offset by receipts from the ESPP and exercise of options of $3.6 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 June 30, 2026, we had $197.5 million (net of $2.5 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Current wording

On July 24, 2026, we refinanced and replaced the Existing Senior Secured Credit Facility by entering into a new credit agreement (the “2026 Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $1.0 billion senior secured credit facility (the “2026 Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $250.0 million (the “2026 Term Loan”) and (ii) a $750.0 million senior secured revolving credit facility (the “2026 Revolving Facility”). Concurrently with entering into the 2026 Credit Agreement, we drew down the $250.0 million of 2026 Term Loan and repaid all outstanding obligations in the amount of $200.0 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 2026 Senior Secured Credit Facility on July 24, 2031. As of September 30, 2026, we had $243.9 million (net of $6.1 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 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.

Current wording

We are currently in compliance with our financial covenants under the 2026 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 2026 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.