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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________TO_________

Commission File Number: 001-40464

ZETA GLOBAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

     Delaware

     80-0814458

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)

3 Park Ave, 33rd Floor

New York, NY 10016

(Address of principal executive offices) (Zip Code)

(212) 967-5055

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class
 
     Trading
Symbol(s)
 
     Name of each exchange
on which registered

     Class A Common Stock, par value $0.001 per share

     ZETA

     The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The total number of shares of the registrant’s common stock outstanding as of July 29, 2025 was 238,040,782, comprised of 213,945,711 shares of Class A Common Stock and 24,095,071 shares of Class B Common Stock.

ZETA GLOBAL HOLDINGS CORP.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2025

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3

	Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024	4

	Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024	5

	Condensed Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	7

	Notes to Condensed Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	32

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

	Signatures	36

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve substantial risks and uncertainties. All statements made in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations and regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions or the negative of those terms. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. As you read this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. The following important factors, along with the factors discussed in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”), may materially affect such forward-looking statements:

•

Our success and revenue growth depends on our ability to add and retain scaled customers and convert our scaled customers into super-scaled customers;

•

We often have long sales cycles, which can result in significant time between initial contact with a potential customer and execution of a customer agreement, making it difficult to project when, if at all, we will generate revenue from those customers;

•

We may experience fluctuations in our operating results, including during presidential elections years where we generally generate higher revenues, which could make our future operating results difficult to compare and predict;

•

If we do not manage our growth effectively, the quality of our platform and solutions may suffer, and our business, operating results and financial condition may be adversely affected;

•

Our industry is intensely competitive, and if we do not effectively compete against current and future competitors or fail to innovate and make the right investment decisions in our product offerings and platform, our business, operating results and financial condition could be harmed;

•

Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition;

•

The technology industry is subject to increasing scrutiny that could result in U.S. federal or state government actions that could negatively affect our business;

•

Our business and the effectiveness of our platform depends on our ability to collect and use data online. New consumer tools, regulatory restrictions and potential changes to web browsers and mobile operating systems all threaten our ability to collect such data, which could harm our operating results and financial condition and adversely affect the demand for our products and solutions;

•

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations and financial condition;

•

Any unfavorable publicity or negative public perception of current data collection practices could result in additional regulations which may impact the effectiveness of our data cloud and platform;

•

A significant inadvertent disclosure or breach of confidential and/or personal information we process, or a security breach of our or our customers’, suppliers’ or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and results of operations;

•

We depend on third-party data centers, systems and technologies to operate our business, the disruption of which could adversely affect our business, operating results and financial condition;

•

If we fail to detect or prevent fraud or malware intrusion on our platform, devices, or systems, or into the systems or devices of our customers and their consumers, publishers could lose confidence in our platform, and we could face legal claims and regulatory investigations, any of which could adversely affect our business, operating results and financial condition;

•

The standards that private entities and inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness of our platform and our ability to conduct business;

•

Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of artificial intelligence (“AI”) could adversely affect our business, results of operations, and financial condition;

•

General economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs, and the resulting impact on our or on our customers' business;

•

The impact on our business and financial condition of incurring additional debt or issuing new debt or equity securities;

•

Catastrophic events such as pandemics, hurricanes, wildfires, tornadoes, earthquakes, flooding, droughts and power outages, and business and operational interruption by man-made problems such as war, conflicts and acts of terrorism; and

•

Other factors discussed in other sections of this Quarterly Report on Form 10-Q, including the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

You should not place undue reliance on our forward-looking statements, and you should not rely on forward-looking statements as predictions of future events. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q should not be construed to be exhaustive and speak only as of the date of this report. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Zeta,” “we,” “us,” “our” or “the Company” refer to Zeta Global Holdings Corp. and its consolidated subsidiaries.

Our Website and Availability of SEC Reports and Other Information

The Company maintains a website at the following address: https://zetaglobal.com. The information on the Company’s website is not incorporated by reference in, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q.

We make available on or through our website certain reports and amendments to those reports we file with or furnish to the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

Investors and others should note that we routinely announce material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts, and the Zeta Global Investor Relations website. We use these channels as well as social media channels (e.g., the Zeta Facebook account (facebook.com/ZetaGlobal); the Zeta Instagram account (instagram.com/zetaglobal); the Zeta X account (x.com/zetaglobal); and the Zeta LinkedIn account (linkedin.com/company/zetaglobal)) as a means of disclosing information about our business to our customers, colleagues, investors, and the public. While not all of the information that we post to the Zeta Investor Relations website or on our social media channels is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in Zeta to review the information that we share on the Zeta Investor Relations website and on our social media channels. The information on the Zeta Investor Relations website and the Company’s social media channels is not incorporated by reference in, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Unaudited Consolidated Balance Sheets

(In thousands, except shares, per share and par values)


	As of
	June 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	365,314		$	366,157
Accounts receivable, net of allowance of $4,691 and $4,291 as of June 30, 2025 and December 31, 2024, respectively		251,007			235,227
Prepaid expenses		11,346			13,348
Other current assets		2,531			1,808
Total current assets	$	630,198		$	616,540
Non-current assets:
Property and equipment, net	$	10,804		$	8,856
Website and software development costs, net		29,865			28,949
Right-to-use assets - operating leases, net		10,147			8,806
Intangible assets, net		95,181			115,180
Goodwill		317,672			325,992
Deferred tax assets, net		960			619
Other non-current assets		5,266			6,431
Total non-current assets	$	469,895		$	494,833
Total assets	$	1,100,093		$	1,111,373
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	48,035		$	43,665
Accrued expenses		115,948			121,400
Acquisition-related liabilities		13,834			12,727
Deferred revenue		3,856			10,348
Other current liabilities		12,156			11,197
Total current liabilities	$	193,829		$	199,337
Non-current liabilities:
Long-term borrowings	$	196,686		$	196,288
Acquisition-related liabilities		25,327			29,137
Other non-current liabilities		10,995			9,810
Total non-current liabilities	$	233,008		$	235,235
Total liabilities	$	426,837		$	434,572
Commitments and contingencies (See Note 8)
Stockholders’ equity:
Class A Common Stock $0.001 per share par value, up to 3,750,000,000 shares authorized, 213,263,264 and 213,175,179 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	$	213		$	213
Class B Common Stock $0.001 per share par value, up to 50,000,000 shares authorized, 24,095,071 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		24			24
Additional paid-in capital		1,737,840			1,706,885
Accumulated deficit		(1,062,722	)		(1,028,308	)
Accumulated other comprehensive loss		(2,099	)		(2,013	)
Total stockholders’ equity	$	673,256		$	676,801
Total liabilities and stockholders' equity	$	1,100,093		$	1,111,373

See accompanying notes to condensed unaudited consolidated financial statements.

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except shares and per share amounts)


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Revenues	$	308,442		$	227,839		$	572,861		$	422,786
Operating expenses:
Cost of revenues (excluding depreciation and amortization)		116,988			91,082			220,476			167,955
General and administrative expenses		62,172			51,159			116,209			99,965
Selling and marketing expenses		86,392			75,604			161,761			147,019
Research and development expenses		30,592			23,614			57,391			43,600
Depreciation and amortization		17,403			12,964			35,090			26,705
Restructuring expenses		—			—			3,152			—
Total operating expenses	$	313,547		$	254,423		$	594,079		$	485,244
Loss from operations		(5,105	)		(26,584	)		(21,218	)		(62,458	)
Interest expense, net		166			2,560			497			5,185
Other expenses / (income)		6,351			(1,564	)		9,863			(893	)
Total other expenses	$	6,517		$	996		$	10,360		$	4,292
Loss before income taxes		(11,622	)		(27,580	)		(31,578	)		(66,750	)
Income tax provision		1,192			486			2,836			882
Net loss	$	(12,814	)	$	(28,066	)	$	(34,414	)	$	(67,632	)
Other comprehensive loss / (income):
Foreign currency translation adjustment		65			(51	)		86			(1	)
Total comprehensive loss	$	(12,879	)	$	(28,015	)	$	(34,500	)	$	(67,631	)
Net loss per share
Net loss available to common stockholders	$	(12,814	)	$	(28,066	)	$	(34,414	)	$	(67,632	)
Basic loss per share	$	(0.06	)	$	(0.16	)	$	(0.16	)	$	(0.39	)
Diluted loss per share	$	(0.06	)	$	(0.16	)	$	(0.16	)	$	(0.39	)
Weighted average number of shares used to compute net loss per share
Basic		217,253,856			177,870,238			214,918,925			174,475,591
Diluted		217,253,856			177,870,238			214,918,925			174,475,591

The Company recorded stock-based compensation under respective lines of the above condensed unaudited consolidated statements of operations and comprehensive loss:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Cost of revenues (excluding depreciation and amortization)	$	302	$	499	$	563	$	770
General and administrative expenses		14,896		16,728		30,315		35,627
Selling and marketing expenses		22,460		26,947		42,005		53,497
Research and development expenses		8,813		7,985		15,575		14,903
Total	$	46,471	$	52,159	$	88,458	$	104,797

See accompanying notes to condensed unaudited consolidated financial statements.

Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except shares)


	Six months ended June 30, 2025
																	Accumulated Other
	Class A Common Stock						Class B Common Stock				Additional Paid-			Accumulated			Comprehensive
	Shares			Amount			Shares		Amount		in Capital			Deficit			Loss			Total
Balance as of January 1, 2025(1)		213,175,179		$	213			24,095,071	$	24	$	1,706,885		$	(1,028,308	)	$	(2,013	)	$	676,801
Shares issued in connection with certain agreements		197,028			—			—		—		3,667			—			—			3,667
Restricted stock grants		30,388			—			—		—		—			—			—			—
Restricted stock forfeitures		(247,629	)		—			—		—		—			—			—			—
Shares repurchased		(1,616,625	)		(1	)		—		—		(25,010	)		—			—			(25,011	)
Performance stock units vested		312,724			—			—		—		—			—			—			—
Options exercised		15,368			—			—		—		123			—			—			123
Stock-based compensation		—			—			—		—		42,638			—			—			42,638
Restricted stock units vested		100,513			—			—		—		—			—			—			—
Foreign currency translation adjustment		—			—			—		—		—			—			(21	)		(21	)
Net loss		—			—			—		—		—			(21,600	)		—			(21,600	)
Balance as of March 31, 2025(2)		211,966,946		$	212			24,095,071	$	24	$	1,728,303		$	(1,049,908	)	$	(2,034	)	$	676,597
Shares issued in connection with certain agreements		50,736			—			—		—		667			—			—			667
Purchase price allocation adjustments		—			—			—		—		(9,006	)		—			—			(9,006	)
Restricted stock grants		189,508			—			—		—		—			—			—			—
Restricted stock forfeitures		(101,057	)		—			—		—		—			—			—			—
Shares issued in connection with employee stock purchase plan		170,483			—			—		—		1,904			—			—			1,904
Shares repurchased		(2,673,451	)		(2	)		—		—		(32,046	)		—			—			(32,048	)
Performance stock units vested		2,201,123			2			—		—		(2	)		—			—			—
Options exercised		129,712			—			—		—		853			—			—			853
Stock-based compensation		—			—			—		—		47,168			—			—			47,168
Restricted stock units vested		1,329,264			1			—		—		(1	)		—			—			—
Foreign currency translation adjustment		—			—			—		—		—			—			(65	)		(65	)
Net loss		—			—			—		—		—			(12,814	)		—			(12,814	)
Balance as of June 30, 2025(3)		213,263,264		$	213			24,095,071	$	24	$	1,737,840		$	(1,062,722	)	$	(2,099	)	$	673,256

1. Includes 193,189,610 outstanding shares of Class A Common Stock, 17,776,198 outstanding shares of Class B Common Stock, 19,985,569 unvested shares of Class A restricted stock and 6,318,873 unvested shares of Class B restricted stock.

2. Includes 196,372,966 outstanding shares of Class A Common Stock, 18,593,583 outstanding shares of Class B Common Stock, 15,593,980 unvested shares of Class A restricted stock and 5,501,488 unvested shares of Class B restricted stock.

3. Includes 200,966,624 outstanding shares of Class A Common Stock, 19,410,968 outstanding shares of Class B Common Stock, 12,296,640 unvested shares of Class A restricted stock and 4,684,103 unvested shares of Class B restricted stock.

See accompanying notes to condensed unaudited consolidated financial statements.


	Six months ended June 30, 2024
																		Accumulated Other
	Class A Common Stock					Class B Common Stock						Additional Paid-			Accumulated			Comprehensive
	Shares			Amount		Shares			Amount			in Capital			Deficit			Loss			Total
Balance as of January 1, 2024(4)		188,631,432		$	189		29,055,489		$	29		$	1,140,849		$	(958,537	)	$	(2,010	)	$	180,520
Restricted stock grants		1,420,286			1		—			—			(1	)		—			—			—
Shares repurchased		(324,753	)		—		—			—			(3,466	)		—			—			(3,466	)
Restricted stock forfeitures		(331,160	)		—		—			—			—			—			—			—
Options exercised		97,158			—		—			—			434			—			—			434
Stock-based compensation		—			—		—			—			53,729			—			—			53,729
Restricted stock units vested		130,149			—		—			—			—			—			—			—
Foreign currency translation adjustment		—			—		—			—			—			—			(50	)		(50	)
Net loss		—			—		—			—			—			(39,566	)		—			(39,566	)
Balance as of March 31, 2024(5)		189,623,112		$	190		29,055,489		$	29		$	1,191,545		$	(998,103	)	$	(2,060	)	$	191,601
Shares issued in connection with certain agreements		43,152			—		—			—			667			—			—			667
Restricted stock grants		67,862			—		—			—			—			—			—			—
Shares issued in connection with employee stock purchase plan		212,650			—		—			—			1,525			—			—			1,525
Shares repurchased		(172,346	)		—		—			—			(2,919	)		—			—			(2,919	)
Restricted stock forfeitures		(221,824	)		—		—			—			—			—			—			—
Performance stock units vested		150,315			—		—			—			—			—			—			—
Options exercised		170,697			—		—			—			1,407			—			—			1,407
Stock-based compensation		—			—		—			—			52,780			—			—			52,780
Class B common stock transferred to Class A common stock		1,904,383			2		(1,904,383	)		(2	)		—			—			—			-
Restricted stock units vested		153,932			—		—			—			—			—			—			—
Foreign currency translation adjustment		—			—		—			—			—			—			51			51
Net loss		—			—		—			—			—			(28,066	)		—			(28,066	)
Balance as of June 30, 2024(6)		191,931,933		$	192		27,151,106		$	27		$	1,245,005		$	(1,026,169	)	$	(2,009	)	$	217,046

4. Includes 150,989,571 outstanding shares of Class A Common Stock, 17,886,352 outstanding shares of Class B Common Stock, 37,641,861 unvested shares of Class A restricted stock and 11,169,137 unvested shares of Class B restricted stock.

5. Includes 156,444,731 outstanding shares of Class A Common Stock, 18,301,427 outstanding shares of Class B Common Stock, 33,178,381 unvested shares of Class A restricted stock and 10,754,062 unvested shares of Class B restricted stock.

6. Includes 164,510,430 outstanding shares of Class A Common Stock, 17,607,759 outstanding shares of Class B Common Stock, 27,421,503 unvested shares of Class A restricted stock and 9,543,347 unvested shares of Class B restricted stock.

See accompanying notes to condensed unaudited consolidated financial statements.

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands)


	Six months ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(34,414	)	$	(67,632	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		35,090			26,705
Stock-based compensation		88,458			104,797
Deferred income taxes		(345	)		(67	)
Change in fair value of acquisition-related liabilities		9,165			(1,261	)
Others, net		2,761			450
Change in non-cash working capital (net of acquisitions):
Accounts receivable		(19,067	)		(13,070	)
Prepaid expenses		1,938			(2,352	)
Other current assets		(723	)		161
Other non-current assets		156			(1,153	)
Deferred revenue		(6,543	)		369
Accounts payable		2,703			(15,406	)
Accrued expenses and other current liabilities		(3,515	)		24,321
Other non-current liabilities		1,184			(86	)
Net cash provided by operating activities	$	76,848		$	55,776
Cash flows from investing activities:
Capital expenditures		(5,085	)		(12,565	)
Website and software development costs		(9,953	)		(8,212	)
Acquisitions and other investments, net of cash acquired		(1,202	)		—
Net cash used for investing activities	$	(16,240	)	$	(20,777	)
Cash flows from financing activities:
Cash paid for acquisition-related liabilities		(6,333	)		(6,952	)
Proceeds from credit facilities, net of issuance cost		6,250			11,250
Issuance under employee stock purchase plan		1,904			1,525
Exercise of options		964			1,841
Repurchase of shares		(57,931	)		(8,363	)
Repayments against the credit facilities		(6,250	)		(11,250	)
Net cash used for financing activities	$	(61,396	)	$	(11,949	)
Effect of exchange rate changes on cash and cash equivalents		(55	)		(78	)
Net (decrease) / increase in cash and cash equivalents	$	(843	)	$	22,972
Cash and cash equivalents, beginning of period		366,157			131,732
Cash and cash equivalents, end of period	$	365,314		$	154,704
Supplemental cash flow disclosures including non-cash activities:
Cash paid for interest, net	$	1,415		$	5,016
Cash paid for income taxes, net	$	1,459		$	638
Liability established in connection with acquisitions	$	9,165		$	—
Capitalized stock-based compensation as website and software development	$	1,348		$	1,712
Shares issued in connection with acquisitions and other agreements	$	4,333		$	667
Right-to-use assets established	$	1,792		$	1,081
Operating lease liabilities established	$	1,792		$	1,081
Non-cash consideration for website and software development	$	774		$	402

See accompanying notes to condensed unaudited consolidated financial statements.

Notes to Condensed Unaudited Consolidated Financial Statements

(In thousands, except shares and per share amounts)

NOTE 1. Organization and Background

(a) Nature of Business

Zeta Global Holdings Corp., a Delaware Corporation (“Zeta” or “Zeta Global Holdings”), and Zeta Global Corp., a Delaware Corporation and the operating company (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”) is a marketing technology company that uses proprietary data, artificial intelligence and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007.

NOTE 2. Basis of Presentation and Summary of Significant Accounting Policies

(a) Principles of consolidation:

The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2024 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2025, the results of operations, comprehensive loss and changes in stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2024, which were included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025.

The accompanying condensed unaudited consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

(b) Revenue recognition:

Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology.

Revenues are recognized when control of these services is transferred to the 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 the Company concurrent with revenue-producing activities are excluded from revenues.

When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the services transferred to determine the independent nature of both the transactions. The Company presents the revenue and expense based on the fair value of the services provided or received.

Contract assets and liabilities

Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $14,353 and $11,101 as of June 30, 2025 and December 31, 2024, respectively, and are included in the accounts receivables, net, in the condensed unaudited consolidated balance sheets.

Contract liabilities consist of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the six months ended June 30, 2025 and 2024, the Company billed and collected $10,845 and $7,878 in advance, respectively, and recognized $17,337 and $7,496, respectively, as revenues. As of June 30, 2025 and December 31, 2024, the deferred revenues were $3,856 and $10,348, respectively.

Remaining performance obligations

Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors.

As of June 30, 2025, the Company's remaining performance obligations for the next 12 months and thereafter were approximately $67,000 and $68,700, respectively.

Disaggregation of revenues from contract with customers

The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be direct platform revenue. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered integrated platform revenue.

The following table summarizes disaggregation for the three and six months ended June 30, 2025 and 2024, respectively.


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Direct platform revenue	75%	67%	74%	67%
Integrated platform revenue	25%	33%	26%	33%

Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets.

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 the employees, consultants or advisors and non-employee directors, as well as shares purchased under the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to “Note 9. Stock-Based Compensation”).

The Company accounts for all stock-based payment awards using a fair value-based method. The fair value of the stock options granted to employees and the shares purchased under the 2021 ESPP is estimated on the date of the grant using the Black-Scholes-Merton pricing model, and the related stock-based compensation is recognized over the vesting term of the option. The fair value of the restricted shares granted prior to the Company's initial public offering (the “IPO”) was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants.

The Company accounts for its PSU awards that are subject to market conditions based on the fair value determined using the Monte Carlo simulation method, by a third-party valuation firm engaged by the Company. The Company accounts for PSU awards that are not subject to market conditions based on the Company's closing stock price as of the day prior to the date of grant. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation related to restricted stock awards, RSUs and stock options and straight-line over the term method for all the other awards.

(d) Segments:

The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required financial segment information can be found in the condensed unaudited consolidated financial statements.

The CODM uses net loss and Adjusted EBITDA to allocate resources. Adjusted EBITDA is defined as the Company’s net income / (loss) from operations before interest expense, net, income taxes, depreciation, and amortization adjusted for certain non-recurring expenses. The CODM considers budget-to-actual variances on a monthly basis for these metrics when making decisions about allocating capital and personnel resources of the Company.

Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets are as follows:

Revenues by geographic region consisted of the following:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
US	$	298,490	$	222,156	$	553,151	$	410,334
International		9,952		5,683		19,710		12,452
Total revenues	$	308,442	$	227,839	$	572,861	$	422,786

Total long-lived assets (including right-to-use assets) by geographic region consisted of the following:


	As of
	June 30, 2025		December 31, 2024
US	$	14,719	$	13,914
International		6,232		3,748
Total long-lived assets	$	20,951	$	17,662

(e) Concentration of credit risk:

One customer accounted for more than 10% of the Company’s total revenues during the six months ended June 30, 2025, and no customer accounted for more than 10% of the Company’s total revenues during the six months ended June 30, 2024.

Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of both June 30, 2025 and December 31, 2024, there was one customer that represented more than 10% of the Company’s accounts receivables balance. The Company continuously monitors whether there is an expected credit loss arising from customers, and accordingly makes provisions as warranted.

(f) Operating leases:

The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.

Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised.

As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-to-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of Right-to-use assets. Operating lease expenses are included in general and administrative expenses in the condensed unaudited consolidated statements of operations and comprehensive loss. Refer to “Note 11. Leases” for additional information.

New accounting pronouncements

Not yet adopted:

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of incorporating ASU 2023-09 guidance on its consolidated financial statements and related disclosures.

NOTE 3. Intangible Assets, Net

The details of intangible assets and related accumulated amortization are set forth below:


	As of June 30, 2025							As of December 31, 2024
	Gross value		Accumulated amortization			Net Value		Gross value		Accumulated amortization			Net Value
Data supply relationships	$	63,925	$	(44,732	)	$	19,193	$	61,342	$	(36,682	)	$	24,660
Tradenames		14,940		(3,935	)		11,005		14,940		(3,063	)		11,877
Completed technologies		71,112		(40,063	)		31,049		71,112		(32,437	)		38,675
Customer relationships		104,213		(70,279	)		33,934		104,213		(64,245	)		39,968
Total intangible assets	$	254,190	$	(159,009	)	$	95,181	$	251,607	$	(136,427	)	$	115,180

Amortization expense of intangible assets for the three and six months ended June 30, 2025 was $11,173 and $22,582, respectively, and for the three and six months ended June 30, 2024 was $6,094 and $12,813, respectively

Weighted average useful life of the unamortized intangible assets as of June 30, 2025 was 2.96 years. As of June 30, 2025, based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows:


Year ending December 31,
Remainder of 2025	$	21,106
2026		35,339
2027		24,524
2028		9,317
2029		1,746
2030 and thereafter		3,149
Total	$	95,181

NOTE 4. Goodwill

The following is a summary of the carrying amount of goodwill:


Balance as of January 1, 2025	$	325,992
Purchase price allocation adjustments		(8,343	)
Foreign currency translation		23
Balance as of June 30, 2025	$	317,672

There were no events during the six months ended June 30, 2025 to which an impairment analysis would be warranted.

NOTE 5. Acquisition

The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred.

The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration. The unpaid amounts of these liabilities are included in the acquisition-related liabilities on the condensed unaudited consolidated balance sheets as of June 30, 2025 and December 31, 2024.

LiveIntent, Inc.

On October 7, 2024, the Company entered into a stock purchase agreement with the seller of LiveIntent, Inc. (“LiveIntent”) to purchase all of its issued and outstanding shares of common stock. The Company closed this acquisition on October 21, 2024. The Company concluded that the transaction represents an acquisition of a business under ASC 805, Business Combinations. The fair value of the aggregate purchase consideration for the LiveIntent acquisition was $276,976, including $26,983 paid for cash acquired as part of this acquisition, $16,898 as estimated earn-outs based on the achievement of certain operating targets of the acquired business and $14,350 as certain holdbacks. The Company paid $55,819 (net of cash acquired) and issued 5,839,656 shares of Class A Common Stock. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $29,760 as customer relationships intangibles, $36,180 as completed technologies, $12,220 as tradenames, $176,748 as goodwill, and $22,068 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 4.0 years.

The Company paid $672 and $1,202 for certain acquisition-related liabilities during the three and six months ended June 30, 2025, respectively.

Prior to the acquisition, LiveIntent was a pioneer in people-based marketing, with proprietary technology powering mobile-centric experiences and first-party identity solutions to identify, unlock, engage, and monetize audiences across channels. Therefore, the Company paid a premium to acquire LiveIntent assets, which is represented as goodwill in the above purchase price allocation. The Company incurred $8,229 as acquisition-related expenses related to this acquisition during the year ended December 31, 2024.

Goodwill acquired by the Company in its LiveIntent acquisition is not deductible for tax purposes.

NOTE 6. Acquisition-Related Liabilities

The following is a summary of acquisition-related liabilities:


	Apptness			ArcaMax			LiveIntent			Total
Balance as of January 1, 2025	$	7,333		$	3,283		$	31,248		$	41,864
Additions		—			—			—			—
Payments made during the period		(7,333	)		(3,333	)		(1,202	)		(11,868	)
Change in fair value of earn-out		—			50			9,115			9,165
Balance as of June 30, 2025	$	-		$	-		$	39,161		$	39,161

As of June 30, 2025, the Company revised the forecasted financial performance of the business acquired in its LiveIntent acquisition as compared to the estimates used in the initial purchase price allocation. As such, the Company recorded changes in the fair value of the earn-outs, which are included in “Other expenses / (income)” on the condensed unaudited consolidated statements of operations and comprehensive loss.

NOTE 7. Credit Facilities

The Company’s long-term borrowings are as follows:


	As of June 30, 2025			As of December 31, 2024
Credit facility	$	200,000		$	200,000
Less: Unamortized deferred financing cost		(3,314	)		(3,712	)
Long-term borrowings	$	196,686		$	196,288

On February 3, 2021, the Company entered into a credit agreement (the “Existing Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a $222,500 senior secured credit facility (the “Existing Senior Secured Credit Facility”), which consisted of (i) a $73,750 initial revolving facility, (ii) a $111,250 term loan facility, and (iii) a $37,500 incremental revolving facility commitment. On March 22, 2023, the Company entered into a $25,000 incremental revolving facility commitment pursuant to an amendment to the Existing Credit Agreement, thereby increasing the Existing Senior Secured Credit Facility to $247,500. The effective interest rate on this debt for the six months ended June 30, 2024 was 7.6%.

On August 30, 2024, the Company 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 $550,000 senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200,000 (the “Term Loan”) and (ii) a $350,000 senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, the Company drew down the $200,000 Term Loan and repaid all outstanding obligations in the amount of $185,000 under the Existing Senior Secured Credit Facility and terminated all commitments thereunder. The Senior Secured Credit Facility is fully secured with a first lien on the Company’s assets. The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. Out of the total Senior Secured Credit Facility, $342,500 remains undrawn as of June 30, 2025. In addition, the Company has an outstanding letter of credit amounting to $1,190 against the available Revolving Facility.

At the Company’s election, loans made under the Credit Agreement will bear interest at (i) Secured Overnight Financing Rate (“SOFR”) plus a margin of between 1.875% and 2.625% per annum depending on the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement), plus an adjustment of 0.10% per annum or (ii) the Base Rate (as defined in the Credit Agreement) plus

Zeta Global Holdings Corp. 10-Q