Zeta Global Holdings Corp. (Form: 10-Q, Received: 05/01/2026 11:52:02)

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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 March 31, 2026

☐ 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 April 24, 2026 was 249,257,621, comprised of 225,619,195 shares of Class A Common Stock and 23,638,426 shares of Class B Common Stock.

ZETA GLOBAL HOLDINGS CORP.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2026

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Unaudited Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3

	Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	4

	Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	5

	Condensed Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	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	29

Item 4.	Controls and Procedures	30

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

	Signatures	33

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, 2025 (“2025 Annual Report”), may materially affect such forward-looking statements:

•

Our success and revenue growth depends on our ability to add, grow and retain 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 and, to a lesser extent, midterm election 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 (including the integration of our recent acquisition of Marigold’s enterprise software business (“Marigold’s Enterprise Business”)), 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, or international regulatory 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 incurrence of additional debt or the issuance of 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); the Zeta YouTube account (youtube.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 and par values)


	As of
	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	288,779		$	319,764
Accounts receivable, net of allowance of $4,119 and $3,832 as of March 31, 2026 and December 31, 2025, respectively		321,660			322,391
Prepaid expenses		32,257			28,970
Other current assets		6,616			14,658
Total current assets	$	649,312		$	685,783
Non-current assets:
Property and equipment, net	$	14,667		$	15,393
Website and software development costs, net		32,977			31,520
Right-to-use assets - operating leases, net		19,964			19,101
Intangible assets, net		202,855			217,943
Goodwill		522,007			527,886
Deferred tax assets, net		1,237			1,211
Other non-current assets		4,178			4,687
Total non-current assets	$	797,885		$	817,741
Total assets	$	1,447,197		$	1,503,524
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	32,158		$	40,136
Accrued expenses		173,033			179,087
Acquisition-related liabilities		47,875			149,036
Deferred revenue		37,430			35,398
Other current liabilities		23,714			25,824
Total current liabilities	$	314,210		$	429,481
Non-current liabilities:
Long-term borrowings	$	197,282		$	197,083
Acquisition-related liabilities		22,301			39,447
Deferred tax liabilities, net		17,784			17,268
Other non-current liabilities		15,295			15,656
Total non-current liabilities	$	252,662		$	269,454
Total liabilities	$	566,872		$	698,935
Commitments and contingencies (See Note 8)
Stockholders’ equity:
Class A Common Stock $0.001 par value, up to 3,750,000,000 shares authorized, 225,064,960 and 221,182,306 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	$	225		$	221
Class B Common Stock $0.001 par value, up to 50,000,000 shares authorized, 23,638,426 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		24			24
Additional paid-in capital		1,958,549			1,863,695
Accumulated deficit		(1,073,064	)		(1,059,817	)
Accumulated other comprehensive (loss) / gain		(5,409	)		466
Total stockholders’ equity	$	880,325		$	804,589
Total liabilities and stockholders’ equity	$	1,447,197		$	1,503,524

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 March 31,
	2026			2025
Revenues	$	396,304		$	264,419
Operating expenses:
Cost of revenues (excluding depreciation and amortization)		162,446			103,488
General and administrative expenses		73,397			54,037
Selling and marketing expenses		102,403			75,369
Research and development expenses		44,950			26,799
Depreciation and amortization		23,529			17,687
Acquisition-related expenses		1,666			—
Restructuring expenses		6,752			3,152
Total operating expenses	$	415,143		$	280,532
Loss from operations		(18,839	)		(16,113	)
Interest expenses, net		761			331
Other (income) / expenses		(3,776	)		3,512
Total other (income) / expenses	$	(3,015	)	$	3,843
Loss before income taxes		(15,824	)		(19,956	)
Income tax (benefit) / provision		(2,577	)		1,644
Net loss	$	(13,247	)	$	(21,600	)
Other comprehensive loss:
Foreign currency translation adjustment		5,875			21
Total comprehensive loss	$	(19,122	)	$	(21,621	)
Net loss per share
Net loss available to common stockholders	$	(13,247	)	$	(21,600	)
Basic loss per share	$	(0.06	)	$	(0.10	)
Diluted loss per share	$	(0.06	)	$	(0.10	)
Weighted average number of shares used to compute net loss per share
Basic		238,552,591			212,558,050
Diluted		238,552,591			212,558,050

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


	Three months ended March 31,
	2026		2025
Cost of revenues (excluding depreciation and amortization)	$	270	$	261
General and administrative expenses		14,778		15,419
Selling and marketing expenses		25,156		19,545
Research and development expenses		12,828		6,762
Total	$	53,032	$	41,987

See accompanying notes to condensed unaudited consolidated financial statements.

Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except shares)


	Three months ended March 31, 2026
																	Accumulated
	Class A Common Stock						Class B Common Stock				Additional			Accumulated			Other Comprehensive
	Shares			Amount			Shares		Amount		Paid-in Capital			Deficit			Gain / (Loss)			Total
Balance as of January 1, 2026(1)		221,182,306		$	221			23,638,426	$	24	$	1,863,695		$	(1,059,817	)	$	466		$	804,589
Shares issued in connection with certain agreements		3,905,904			4			—		—		66,318			—			—			66,322
Restricted stock grants		1,228			—			—		—		—			—			—			—
Restricted stock forfeitures		(42,970	)		—			—		—		—			—			—			—
Shares repurchased		(1,549,368	)		(2	)		—		—		(25,725	)		—			—			(25,727	)
Performance stock units vested		686,553			1			—		—		(1	)		—			—			—
Options exercised		45,275			—			—		—		302			—			—			302
Stock-based compensation		—			—			—		—		53,961			—			—			53,961
Restricted stock units vested		836,032			1			—		—		(1	)		—			—			—
Foreign currency translation adjustment		—			—			—		—		—			—			(5,875	)		(5,875	)
Net loss		—			—			—		—		—			(13,247	)		—			(13,247	)
Balance as of March 31, 2026(2)		225,064,960		$	225			23,638,426	$	24	$	1,958,549		$	(1,073,064	)	$	(5,409	)	$	880,325

1. Includes 214,394,747 outstanding shares of Class A Common Stock, 21,296,445 outstanding shares of Class B Common Stock, 6,787,559 unvested shares of Class A restricted stock and 2,341,981 unvested shares of Class B restricted stock.

2. Includes 220,904,536 outstanding shares of Class A Common Stock, 22,467,506 outstanding shares of Class B Common Stock, 4,160,424 unvested shares of Class A restricted stock and 1,170,920 unvested shares of Class B restricted stock.

See accompanying notes to condensed unaudited consolidated financial statements.


	Three months ended March 31, 2025
																	Accumulated
	Class A Common Stock						Class B Common Stock				Additional			Accumulated			Other Comprehensive
	Shares			Amount			Shares		Amount		Paid-in Capital			Deficit			Loss			Total
Balance as of January 1, 2025(3)		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(4)		211,966,946		$	212			24,095,071	$	24	$	1,728,303		$	(1,049,908	)	$	(2,034	)	$	676,597

3. 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.

4. 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.

See accompanying notes to condensed unaudited consolidated financial statements.

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands)


	Three months ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(13,247	)	$	(21,600	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		23,529			17,687
Stock-based compensation		53,032			41,987
Deferred income taxes		126			(235	)
Change in fair value of acquisition-related liabilities		(4,744	)		3,460
Others, net		(157	)		(519	)
Change in non-cash working capital (net of acquisitions):
Accounts receivable		730			11,397
Prepaid expenses		(3,118	)		2,219
Other current assets		8,057			(730	)
Other non-current assets		509			15
Deferred revenue		1,920			(4,336	)
Accounts payable		(8,114	)		(11,053	)
Accrued expenses and other current liabilities		(8,409	)		(3,728	)
Other non-current liabilities		(380	)		235
Net cash provided by operating activities	$	49,734		$	34,799
Cash flows from investing activities:
Capital expenditures		(3,012	)		(2,736	)
Website and software development costs		(5,542	)		(4,155	)
Acquisitions and other investments, net of cash acquired		(47,000	)		(530	)
Net cash used for investing activities	$	(55,554	)	$	(7,421	)
Cash flows from financing activities:
Cash paid for acquisition-related liabilities		(241	)		(3,667	)
Proceeds from credit facilities, net of issuance cost		10,000			6,250
Exercise of options		302			123
Repurchase of shares		(25,728	)		(25,882	)
Repayments against the credit facilities		(10,000	)		(6,250	)
Net cash used for financing activities	$	(25,667	)	$	(29,426	)
Effect of exchange rate changes on cash and cash equivalents		502			289
Net decrease in cash and cash equivalents	$	(30,985	)	$	(1,759	)
Cash and cash equivalents, beginning of period		319,764			366,157
Cash and cash equivalents, end of period	$	288,779		$	364,398
Supplemental cash flow disclosures including non-cash activities:
Cash paid for interest, net	$	490		$	1,450
Cash paid for income taxes, net	$	1,434		$	376
Liability established in connection with acquisitions	$	2,064		$	3,460
Capitalized stock-based compensation as website and software development	$	929		$	651
Shares issued in connection with acquisitions and other agreements	$	66,322		$	3,667
Right-to-use assets established	$	3,090		$	1,677
Operating lease liabilities established	$	3,090		$	1,677
Non-cash consideration for website and software development	$	277		$	427

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, AI 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, 2025 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 March 31, 2026, the results of operations, comprehensive loss and changes in stockholders’ equity for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 and 2025 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, 2025, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026.

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 the Company expects 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 $16,204 and $12,924 as of March 31, 2026 and December 31, 2025, 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. Deferred revenue as of March 31, 2026 and December 31, 2025, were $37,430 and $35,398, respectively. During the three months ended March 31, 2026 and 2025, revenue recognized from deferred revenue as of the beginning of the year was $17,910 and $10,609, 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 March 31, 2026, the Company’s remaining performance obligations for the next 12 months and thereafter were approximately $227,500 and $148,900, respectively.

Disaggregation of revenues from contracts 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 months ended March 31, 2026 and 2025, respectively.


	Three months ended March 31,
	2026	2025
Direct platform revenue	75%	73%
Integrated platform revenue	25%	27%

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 significant financial segment information can be found in the condensed unaudited consolidated financial statements. There are no other significant segment expenses that would require disclosure. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The CODM uses net income / (loss) and Adjusted EBITDA to allocate resources. Adjusted EBITDA is defined as the Company’s net income / (loss) from operations adjusted for stock-based compensation, interest expenses, net, income taxes, depreciation and amortization, acquisition-related expenses, restructuring expenses, other expenses / (income) and certain non-recurring expenses. The CODM uses net income / (loss) for budget-to-actual variances on a quarterly basis 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 March 31,
	2026		2025
US	$	359,408	$	254,661
International		36,896		9,758
Total revenues	$	396,304	$	264,419

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


	As of
	March 31, 2026		December 31, 2025
US	$	22,757	$	22,882
International		11,874		11,612
Total long-lived assets	$	34,631	$	34,494

(e) Concentration of credit risk:

One customer accounted for more than 10% of the Company’s total revenues during both the three months ended March 31, 2026 and 2025.

Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of both March 31, 2026 and December 31, 2025, 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. Leases with an initial term of 12 months or less are not recognized on the consolidated balance sheets.

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

Recently adopted:

In July 2025, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), introducing a practical expedient whereby when developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendment in ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The guidance was adopted by the Company effective January 1, 2026. The adoption of ASU 2025-05 did not have any material impact on the Company’s condensed unaudited consolidated financial statements.

Not yet adopted:

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”), ASU 2025-12 represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments in ASU 2025-12 are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-12 guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the existing standard to remove all references to “software development stages.” Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, it is probable that the project will be completed, and the software will be used to perform the function intended. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 guidance on its consolidated financial statements and related disclosures.

In November 2024, 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.

NOTE 3. Intangible Assets, Net

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


	As of March 31, 2026							As of December 31, 2025
	Gross value		Accumulated amortization			Net Value		Gross value		Accumulated amortization			Net Value
Data supply relationships	$	67,675	$	(54,995	)	$	12,680	$	66,425	$	(51,824	)	$	14,601
Tradenames		27,280		(6,333	)		20,947		27,280		(5,125	)		22,155
Completed technologies		123,232		(55,006	)		68,226		123,232		(48,759	)		74,473
Customer relationships		183,993		(82,991	)		101,002		183,993		(77,279	)		106,714
Intangible assets, net	$	402,180	$	(199,325	)	$	202,855	$	400,930	$	(182,987	)	$	217,943

Amortization expense of intangible assets for the three months ended March 31, 2026 and 2025 was $16,338 and $11,409, respectively.

Weighted average useful life of the unamortized intangible assets as of March 31, 2026 was 4.69 years. As of March 31, 2026, 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 2026	$	45,157
2027		50,680
2028		35,161
2029		26,335
2030		22,496
2031 and thereafter		23,026
Total	$	202,855

NOTE 4. Goodwill

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


Balance as of January 1, 2026	$	527,886
Foreign currency translation		(5,879	)
Balance as of March 31, 2026	$	522,007

There were no events during the three months ended March 31, 2026 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 March 31, 2026 and December 31, 2025.

Marigold’s Enterprise Business

On September 27, 2025, the Company entered into a Purchase Agreement with Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”) to acquire the Sellers’ enterprise business (“Marigold’s Enterprise Business”). The Company closed this acquisition on November 24, 2025 (the “Closing”). 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 Marigold’s Enterprise Business acquisition was $302,797, including $13,394 paid for cash acquired as part of this acquisition. The Company paid $89,101 (net of cash acquired) and, issued 5,329,070 shares of Class A Common Stock with the remaining consideration as seller notes (the “Seller Notes”). On the first business day following the three-month anniversary of the Closing, the Company paid the Seller Notes with $47,000 in cash and the issuance of 3,905,904 shares of Class A Common Stock valued at $66,322.

The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $79,780 as customer relationships intangibles, $52,120 as completed technologies, $12,340 as tradenames, $207,909 as goodwill, and $49,352 as other net liabilities associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 6.02 years.

Prior to the acquisition, Marigold’s Enterprise Business was a global marketing software business. The principal activities of Marigold’s Enterprise Business consisted of loyalty services, development and provision of marketing technologies, including email marketing software to marketers and agencies both domestically and overseas. Marigold’s Enterprise Business primarily focuses on enterprise customers with sophisticated, large-scale and complex requirements. The Company incurred $1,666 and $20,281 as acquisition-related expenses related to this acquisition during the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Goodwill acquired by the Company in its Marigold’s Enterprise Business acquisition is not deductible for tax purposes.

NOTE 6. Acquisition-Related Liabilities

The following is a summary of acquisition-related liabilities:


	LiveIntent			Marigold’s Enterprise Business			Total
Balance as of January 1, 2026	$	65,353		$	123,130		$	188,483
Payments made during the period		(241	)		(113,322	)		(113,563	)
Change in fair value		2,064			(6,808	)		(4,744	)
Balance as of March 31, 2026	$	67,176		$	3,000		$	70,176

As of March 31, 2026, the Company revised the forecasted financial performance of the business acquired in its LiveIntent acquisition compared to the estimates used in the initial purchase price allocation. As such, the Company recorded changes in the fair value, which are included in “Other (income) / expenses” 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 March 31, 2026			As of December 31, 2025
Credit facility	$	200,000		$	200,000
Less: Unamortized deferred financing cost		(2,718	)		(2,917	)
Long-term borrowings	$	197,282		$	197,083

On August 30, 2024, the Company refinanced and replaced its 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 $550,000 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 previous 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, $332,500 remains undrawn as of March 31, 2026. In addition, the Company has an outstanding letter of credit amounting to $771 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 a margin of between 0.875% and 1.625% per annum depending on the Company’s Consolidated Net Leverage Ratio. Interest shall be payable at the end of the selected interest period. The effective interest rate of the facility was 5.7% and 6.2% for the three months ended March 31, 2026 and 2025, respectively.

The Company accounted for the refinancing in accordance with ASC 470, Debt, as a modification of existing debt, and accordingly the debt issuance cost of $3,397 incurred on the Senior Secured Credit Facility along with the $580 of remaining deferred financing costs of the previous senior secured credit facility were capitalized and were recognized as a reduction in long-term borrowings in the condensed unaudited consolidated balance sheets. These deferred financing costs are being amortized over the term of the Senior Secured Credit Facility on a straight-line basis. During the three months ended March 31, 2026, the Company borrowed $10,000 against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility. As of March 31, 2026, the outstanding balance of the Term Loan was $182,500 and Revolving Facility was $17,500.

The Senior Secured Credit Facility contains certain financial maintenance covenants including a Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). The Credit Agreement includes customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, engage in transactions with affiliates and make certain asset dispositions. Additionally, the Company is required to submit periodic financial covenant letters that would include the Company’s current Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, among others. As of March 31, 2026, the applicable Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio were 3.25 and 1.25, respectively, and the Company was in compliance with these covenants.

The Company determined that the Term Loan is classified as Level 3 and the relevant fair value as of March 31, 2026 and December 31, 2025 was approximately $191,882 and $193,852, respectively.

As of March 31, 2026, the repayment schedule for the Term Loan and Revolving Facility borrowings was as follows:


Year ended December 31,
Remainder of 2026	$	—
2027		12,500
2028		20,000
2029		167,500
2030		—
2031 and thereafter		—
Total*	$	200,000

*Includes $2,500 repayable against the Term Loan within the 12-month period ending March 31, 2027. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the condensed unaudited consolidated balance sheets as of March 31, 2026.

NOTE 8. Commitments and Contingencies

(a) Purchase obligations

The Company entered into non-cancelable vendor agreements to purchase services. As of March 31, 2026, the Company was party to outstanding purchase contracts as follows:


Year ended December 31,
Remainder of 2026	$	24,311
2027		25,757
2028		2,868
2029		2,223
2030		2,318
2031 and thereafter		—
Total	$	57,477

(b) Other contingencies

The Company is a party to various litigations and administrative proceedings related to claims arising from its operations in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material impact on the Company’s business, results of operations, financial condition, or cash flows.

NOTE 9. Stock-Based Compensation

Stock-based compensation plan

In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan, and, in 2017, adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”).

The Plans permitted the issuance of stock options, restricted stock and RSUs to employees, officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and RSUs granted under the Plans generally did not vest until a change in control. Upon a change in control, restricted stock and RSUs vest as to 25% of the shares with the balance of the shares vesting in equal quarterly installments following the change in control over the remainder of a five-year term from the original date of grant. The restricted stock and RSUs fully vest upon a change in control to the extent five years have passed from the original date of grant of the restricted stock or RSUs. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurred, the Company did not record any stock-based compensation for such awards prior to the IPO, a change in control event. The stock-based compensation has been recognized following the vesting of restricted stock, RSUs and options as described below. The Company ceased granting awards under the Plans following its adoption of the 2021 Plan (as defined below) in connection with the IPO.

In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of the Company’s Class A Common Stock and under which restricted stock, RSUs and options have been granted to service providers. With certain exceptions, the equity awards granted under the 2021 Plan generally vest over four years, with 25% of the shares vesting upon the first anniversary of the grant date and the remainder of the shares vesting in equal quarterly installments thereafter.

During the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $53,032 and $41,987, respectively.

Restricted Stock and Restricted Stock Units

As noted above, the Company’s restricted stock and RSUs granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and RSU awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification.

Following is the activity of restricted stock and RSUs granted by the Company:


	Shares			Weighted-Average Grant Date Fair Value
Non-vested as of January 1, 2026		19,320,297		$	13.75
Granted (1)		1,758,668			19.89
Vested (2)		(4,592,486	)		11.74
Forfeited (3)		(225,264	)		15.59
Non-vested as of March 31, 2026 (4)		16,261,215		$	14.96

(1)

During the three months ended March 31, 2026, the Company granted 1,228 shares of restricted stock and 1,757,440 RSUs to its employees, advisors and non-employee directors.

(2)

During the three months ended March 31, 2026, 3,756,454 shares of restricted stock and 836,032 RSUs vested.

(3)

During the three months ended March 31, 2026, 42,970 shares of restricted stock and 182,294 RSUs were forfeited.

(4)

Includes 4,160,424 unvested shares of Class A restricted stock, 1,170,920 unvested shares of Class B restricted stock and 10,929,871 unvested RSUs, each as of March 31, 2026.

Stock options

Following is the summary of transactions under the Plans and the 2021 Plan:


	Number of options			Weighted- average exercise price		Weighted- average remaining contractual life (years)		Aggregate intrinsic value (per share)
Outstanding options as of January 1, 2026		15,633,746		$	13.17		9.18	$	4.04
Granted		445,000			18.85		—		—
Exercised		(59,054	)		9.40		—		—
Forfeited		(389,204	)		13.78		—		—
Outstanding options as of March 31, 2026		15,630,488		$	13.33		8.96	$	5.29

As of March 31, 2026, the Company had 1,766,394 outstanding exercisable options with a weighted-average exercise price of $9.37.

The Company granted 445,000 options during the three months ended March 31, 2026. The Company determined the estimated weighted-average fair value of options using the Black-Scholes-Merton method as $11.02. The following assumptions were used by the Company for the options valuation:


	As of March 31, 2026
Dividend yield	0.0%
Volatility	58.3% - 58.6%
Expected Term (years)		6.1
Risk free rate of interest	3.9% - 4.0%

Performance-Based Stock Unit (“PSUs”) Award

On March 2, 2026, the Compensation Committee of the Board of Directors approved the grant of 10,756,758 PSUs (the “Target PSUs”) subject to certain performance conditions under the 2021 Plan (the “2026 PSUs”). Upon achievement of certain revenue targets beginning at $2.0 billion and up to $3.0 billion and adjusted EBITDA margin targets starting at 20% and growing 100 basis points per year, the 2026 PSUs could result in the issuance of shares of Class A Common Stock up to 185% of the Target PSUs, through the performance period that ends on December 31, 2030.

The 2026 PSUs may be earned on the determination date, which is after the end of each fiscal quarter beginning with the three-month period ending on December 31, 2026 and ending with, and including, the three-month period ending on December 31, 2030, based on the Company’s revenue and adjusted EBITDA for the last 12-month period ending as of the end of the applicable quarter. The number of 2026 PSUs earned for such quarter shall be reduced by the number of 2026 PSUs, if any, earned in any prior quarter.

Each 2026 PSU represents the right to receive shares of Class A Common Stock as set forth in the 2026 PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time the 2026 PSUs are earned and have vested. Each 2026 PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A Common Stock if the 2026 PSUs are earned and vested. Earned 2026 PSUs vest as to 25% on the date the Company determines the number of 2026 PSUs that are earned for such quarter, and the remaining earned 2026 PSUs vest in 12 equal quarterly installments thereafter, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control.

The following is a summary of PSUs not subject to market conditions under the Company’s 2021 Plan:


	Number of PSUs		Weighted Average Grant Date Fair Value
Outstanding PSUs as of January 1, 2026		849,183	$	27.68
Granted		10,756,758		16.95
Vested and Issued		—		—
Forfeited		—		—
Outstanding PSUs as of March 31, 2026		11,605,941	$	17.74

The following is a summary of PSUs subject to market conditions under the Company’s 2021 Plan:


	Number of PSUs			Weighted Average Grant Date Fair Value
Outstanding PSUs as of January 1, 2026		5,656,459		$	16.02
Granted		—			—
Vested and Issued		(686,553	)		17.83
Forfeited		(27,464	)		20.79
Outstanding PSUs as of March 31, 2026		4,942,442		$	15.74

The number of shares to be issued upon achievement of the applicable performance condition and satisfaction of the vesting schedule are specified in the applicable PSU award agreements. In the tables above, the number of “granted” PSUs are presented at 100% of the specified target shares.

Of the total PSUs subject to market conditions granted by the Company, the Company determined that 16,317,251 PSUs were earned through March 31, 2026, of which 4,942,442 earned PSUs remained unissued.

2021 Employee Stock Purchase Plan

The Company maintains the 2021 ESPP. The 2021 ESPP permits participants to purchase the Company’s Class A Common Stock through contributions up to a specified percentage of their eligible compensation. The maximum number of shares that may be purchased by a participant during any offering period is capped at 10,000. In addition, no employee will be permitted to accrue the right to purchase shares under the Section 423 component at a rate in excess of $25 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s Class A Common Stock as of the first day of the offering period).

The 2021 ESPP has consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable. The Company determined the estimated fair value of the shares purchased under the 2021 ESPP using the Black-Scholes-Merton method.

The fair value of shares for the offering that commenced on December 1, 2025 was estimated at $5.65 per share, using the following assumptions, and expected to result in the issuance of approximately 165,521 shares of Class A Common Stock under this offering that will end on May 31, 2026.


	As of March 31, 2026
Dividend yield		0.0	%
Risk free interest rate		3.8	%
Volatility		57.0	%

Unrecognized stock-based compensation

The Company has $428,093 of unrecognized compensation expense related to its 16,261,215 shares of unvested restricted stock and RSUs, 13,155,088 PSUs subject to market conditions, 13,864,094 options, 11,605,941 additional PSUs that are not subject to market conditions and approximately 165,521 shares of Class A Common Stock to be issued under the 2021 ESPP offering that will end on May 31, 2026. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.84 years.

NOTE 10. Stockholders’ Equity

Share repurchase plan

On July 23, 2025, the Company’s Board of Directors authorized a new stock repurchase and withholding program (the “2025 SRP”) of up to $200,000 in the aggregate for repurchase of the Company’s outstanding Class A Common Stock through December 31, 2027. The 2025 SRP supplements the Company’s prior stock repurchase program authorized in 2024. In addition to repurchases, the 2025 SRP also allow for the withholding of shares as an alternative to market sales by certain executives and other employees to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program”).

During the three months ended March 31, 2026, the Company repurchased 1,549,368 shares of Class A Common Stock for a value of $25,727. As of March 31, 2026, $138,284 remained available for purchases under this discretionary plan.

Issuance of Class A Common Stock

During the three months ended March 31, 2026, the Company issued 3,905,904 shares of Class A Common Stock valued at $66,322 for the Seller Notes payment related to its Marigold’s Enterprise Business acquisition.

NOTE 11. Leases

The Company maintains leased offices and data center space in the United States of America, India, United Kingdom, Denmark, Netherlands, Czech Republic, France and Germany.

The balance for right-to-use assets and lease liabilities are as follows:


Operating Leases	As of March 31, 2026		As of December 31, 2025
Right-to-use assets - operating leases, net	$	19,964	$	19,101
Current portion of long-term operating lease liabilities*	$	9,850	$	8,944
Long-term operating lease liabilities*	$	11,477	$	11,715

* Current portion of long-term operating lease liabilities and long-term operating lease liabilities are included in other current liabilities and other non-current liabilities, respectively, in the condensed unaudited consolidated balance sheets.

Minimum lease obligations - future minimum payments under all operating leases as of March 31, 2026 are as follows:


Year ended December 31,
Remainder of 2026	$	8,091
2027		8,581
2028		4,308
2029		1,565
2030		524
2031 and thereafter		12
Total undiscounted lease commitments	$	23,081
Less: Imputed interest		(1,754	)
Total discounted operating lease liabilities	$	21,327

NOTE 12. Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include Level 1, Level 2 and Level 3.

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:


	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents*	$	248,353	$	—	$	—	$	248,353
Total assets measured at fair value	$	248,353	$	—	$	—	$	248,353
Liabilities
Acquisition-related liabilities	$	—	$	—	$	70,176	$	70,176
Total liabilities measured at fair value	$	—	$	—	$	70,176	$	70,176


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents*	$	275,401	$	—	$	—	$	275,401
Total assets measured at fair value	$	275,401	$	—	$	—	$	275,401
Liabilities
Acquisition-related liabilities	$	—	$	—	$	188,483	$	188,483
Total liabilities measured at fair value	$	—	$	—	$	188,483	$	188,483

* Includes cash invested by the Company in money market accounts with certain financial institutions.

The fair value of the acquisition-related liabilities was estimated using the Monte-Carlo simulation model and was classified as a Level 3 financial instrument. The significant assumptions used in the model are the forecasted financial performance of the acquired businesses in future periods.

There were no transfers of financial instruments into or out of Level 3 during the three months ended March 31, 2026 and 2025.

The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2026 and 2025:


	Three months ended March 31,
	2026			2025
Balance, beginning of period	$	188,483		$	41,864
Payments made during the period		(113,563	)		(7,863	)
Change in fair value		(4,744	)		3,460
Balance, end of period	$	70,176		$	37,461

In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables, etc. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the contingent consideration.

NOTE 13. Income Taxes

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.

For the three months ended March 31, 2026, the Company recorded an income tax benefit of $2,577, which included a discrete tax benefit of $680 related to windfall tax benefits for stock-based compensation. The effective tax rate for the three months ended March 31, 2026 was 16.3% on a pre-tax loss of $15,824.

The effective tax rate differs from the U.S. statutory rate primarily related to limited tax benefit on U.S. and U.K. operating losses, as the Company maintains a full valuation allowance against the deferred tax assets in these jurisdictions.

For the three months ended March 31, 2025, the Company recorded an income tax provision of $1,644, which included a discrete tax benefit of $309 related to windfall tax benefits for stock-based compensation. The effective tax rate for the three months ended March 31, 2025 was negative 8.2% on a pre-tax loss of $19,956.

The effective tax rate differs from the U.S. statutory rate primarily related to limited tax benefit on its U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

NOTE 14. Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share is computed using the two-class method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, RSUs and PSUs as of March 31, 2026 and 2025 of 21,203,657 and 40,826,037, respectively, are not considered as participating securities and are anti-dilutive and as such are excluded from the weighted average number of shares used for calculating basic and diluted net loss per share. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:


	Three months ended March 31,
	2026			2025
Numerator:
Numerator for Basic and Diluted loss per share – loss available to common stockholders	$	(13,247	)	$	(21,600	)
Denominator:
Class A Common Stock		217,021,934			194,618,375
Class B Common Stock		21,530,657			17,939,675
Denominator for Basic and Diluted loss per share – weighted-average common stock		238,552,591			212,558,050
Basic and Diluted loss per share	$	(0.06	)	$	(0.10	)

Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore, net loss per share attributable to common stockholders was the same on a basic and diluted basis.

Anti-dilutive weighted-average common equivalent shares were as follows:


	Three months ended March 31,
	2026		2025
Options		2,376,119		1,331,264
Restricted Stock and RSUs		10,407,184		22,823,146
PSUs		2,180,679		7,889,633

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

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

Overview

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”).

Our Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The ZMP enables brands to connect with consumers through native integration of marketing channels and application programming interface (“API”) integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

The ZMP enhances our customers’ ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Zeta SuperGraph™ improves identity resolution while maintaining compliance with evolving privacy standards. Zeta Answers, our intelligence suite, synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Macroeconomic trends

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

Factors Affecting Results of Operations

For a discussion of the factors affecting our results of operations, please see “Factors Affecting Results of Operations” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part 1, Item 1A “Risk Factors” of our 2025 Annual Report, as well as in Part II, Item 1A “Risk Factors” included in this Quarterly Report on Form 10-Q.

Key Performance Metrics

We review key performance metrics, discussed below, to evaluate our business, track performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics provides investors with effective ways to measure and model the performance of companies such as ours, with recurring revenue streams.

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

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

Description of Certain Components of Financial Data

Revenues

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the three months ended March 31, 2026 and 2025, we derived 75% and 73% of our revenues from direct platforms, respectively, and 25% and 27% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Estimates.”

Cost of revenues (excluding depreciation and amortization)

Cost of revenues excludes depreciation and amortization and consists primarily of media and marketing costs and certain employee-related costs. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, and strategic partners that are directly related to revenue-generating events. We pay these third-party publishers, media owners or managers and strategic partners on revenue-share, a cost-per-lead, cost-per-click, or cost-per-thousand-impressions basis. Expenses related to “internet traffic” associated with the viewing of available impressions or queries per second and costs of providing support to our customers are also included in the cost of revenues (excluding depreciation and amortization). Employee-related costs included in cost of revenues (excluding depreciation and amortization) include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing services to our customers. Our cost of revenues (excluding depreciation and amortization) are dependent on the revenue mix and therefore can slightly increase or decrease in the future as a percentage of revenue over the long term.

General and administrative expenses

General and administrative expenses primarily consist of technology and infrastructure cost, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs. We expect general and administrative expenses to increase in absolute dollars in future periods. We expect that general and administrative expenses to decrease as a percentage of revenue over the long term.

Selling and marketing expenses

Selling and marketing expenses primarily consist of employee-related costs, including salaries, bonuses, employee benefits costs, stock-based compensation and commission costs for our sales and marketing personnel. Selling and marketing expenses also include costs for market development programs, advertising, promotional and other marketing activities. We intend to continue to invest in marketing initiatives and as a result we expect selling and marketing expenses to increase in absolute dollars in future periods. Selling and marketing expenses as a percentage of revenue may fluctuate from period to period based on revenue levels and the timing of our investments in these functions over the long term.

Research and development expenses

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and technology services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth, and as a result we expect research and development expenses to increase in absolute dollars in future periods. We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term.

Depreciation and amortization

Depreciation and amortization relate to property and equipment, website and software development costs as well as acquisition-related and other acquired intangible assets. We record depreciation and amortization using straight-line method over the estimated useful life of the assets.

Acquisition-related expenses

Acquisition-related expenses primarily consist of legal and professional services fees and employee related expenses that are associated with business combinations. We expect that acquisition-related expenses will be correlated with future acquisitions (if any), which could be greater than or less than our historic levels.

Restructuring expenses

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

Interest expenses, net

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.

Other (income) / expenses

Other (income) / expenses primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Income tax (benefit) / provision

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.

Stock-based compensation

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See “Note 9. Stock-Based Compensation” to our condensed unaudited consolidated financial statements for further details.

We estimate the recognition of unrecognized stock-based compensation as follows, subject to future forfeitures:


Year ended December 31,
Remainder of 2026		2027		2028		2029		2030 and thereafter		Total
$	144,269	$	114,574	$	68,994	$	40,527	$	59,729	$	428,093

Results of Operations

We operate as a single reportable segment to reflect the way our Chief Operating Decision Maker (“CODM”) reviews and assesses the performance of the business. The Company’s CODM is the Chief Executive Officer.


	Three months ended March 31,
	2026			2025
Revenues	$	396,304		$	264,419
Operating expenses:
Cost of revenues (excluding depreciation and amortization)		162,446			103,488
General and administrative expenses		73,397			54,037
Selling and marketing expenses		102,403			75,369
Research and development expenses		44,950			26,799
Depreciation and amortization		23,529			17,687
Acquisition-related expenses		1,666			—
Restructuring expenses		6,752			3,152
Total operating expenses	$	415,143		$	280,532
Loss from operations		(18,839	)		(16,113	)
Interest expenses, net		761			331
Other (income) / expenses		(3,776	)		3,512
Total other (income) / expenses	$	(3,015	)	$	3,843
Loss before income taxes		(15,824	)		(19,956	)
Income tax (benefit) / provision		(2,577	)		1,644
Net loss	$	(13,247	)	$	(21,600	)

Comparison of the Three Months Ended March 31, 2026 and 2025

Revenues


	Three months ended March 31,				Change
	2026		2025		Amount		%
Revenues	$	396,304	$	264,419	$	131,885		49.9	%

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

Cost of revenues (excluding depreciation and amortization)


	Three months ended March 31,				Change
	2026		2025		Amount		%
Cost of revenues (excluding depreciation and amortization)	$	162,446	$	103,488	$	58,958		57.0	%

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

General and administrative expenses


	Three months ended March 31,				Change
	2026		2025		Amount		%
General and administrative expenses	$	73,397	$	54,037	$	19,360		35.8	%

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

Selling and marketing expenses


	Three months ended March 31,				Change
	2026		2025		Amount		%
Selling and marketing expenses	$	102,403	$	75,369	$	27,034		35.9	%

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

Research and development expenses


	Three months ended March 31,				Change
	2026		2025		Amount		%
Research and development expenses	$	44,950	$	26,799	$	18,151		67.7	%

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

Depreciation and amortization


	Three months ended March 31,				Change
	2026		2025		Amount		%
Depreciation and amortization	$	23,529	$	17,687	$	5,842		33.0	%

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

Acquisition-related expenses


	Three months ended March 31,				Change
	2026		2025		Amount		%
Acquisition-related expenses	$	1,666	$	—	$	1,666	NM*

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

*Not Meaningful

Restructuring expenses


	Three months ended March 31,				Change
	2026		2025		Amount		%
Restructuring expenses	$	6,752	$	3,152	$	3,600		114.2	%

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

Interest expenses, net


	Three months ended March 31,				Change
	2026		2025		Amount		%
Interest expenses, net	$	761	$	331	$	430		129.9	%

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

Other (income) / expenses


	Three months ended March 31,					Change
	2026			2025		Amount			%
Other (income) / expenses	$	(3,776	)	$	3,512	$	(7,288	)	NM*

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

*Not Meaningful

Income tax (benefit) / provision


	Three months ended March 31,					Change
	2026			2025		Amount			%
Income tax (benefit) / provision	$	(2,577	)	$	1,644	$	(4,221	)	NM*

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

*Not Meaningful

Non-GAAP Financial Measures

We use the following non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from similarly titled non-GAAP measures used by other companies. Whenever we use a non-GAAP financial measure, a reconciliation is provided to the most closely applicable financial measure stated in accordance with generally accepted accounting principles. We believe that these non-GAAP financial measures may be useful to investors in analyzing our financial and operational performance.

Adjusted EBITDA and adjusted EBITDA margin

Adjusted EBITDA is a non-GAAP financial measure defined as net income / (loss) adjusted for interest expenses, net, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including initial public offering (“IPO”)) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other (income) / expense. Acquisition-related expenses and restructuring expenses primarily consist of professional services fees, severance and other employee-related costs, which may vary from period to period depending on the timing of our acquisitions and restructuring activities and may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other (income) / expenses consists of non-cash expenses such as changes in fair value of acquisition-related liabilities, gains and losses on extinguishment of acquisition-related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring capital raise related (including IPO) expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net income / (loss).

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


	Three months ended March 31,
	2026			2025
Net loss	$	(13,247	)	$	(21,600	)
Net loss margin		(3.3	)%		(8.2	)%
Add back:
Depreciation and amortization		23,529			17,687
Acquisition-related expenses		1,666			—
Restructuring expenses		6,752			3,152
Stock-based compensation		53,032			41,987
Other (income) / expenses		(3,776	)		3,512
Interest expenses, net		761			331
Income tax (benefit) / provision		(2,577	)		1,644
Adjusted EBITDA	$	66,140		$	46,713
Adjusted EBITDA margin		16.7	%		17.7	%

Liquidity and Capital Resources

We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities.

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

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.

Cash flows

The following table summarizes our cash flows for the periods presented:


	Three months ended March 31,
	2026			2025
Net cash provided by / (used for):
Cash provided by operating activities	$	49,734		$	34,799
Cash used for investing activities		(55,554	)		(7,421	)
Cash used for financing activities		(25,667	)		(29,426	)
Effect of exchange rate changes on cash and cash equivalents		502			289
Net decrease in cash and cash equivalents	$	(30,985	)	$	(1,759	)

Net cash provided by operating activities

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

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

Net cash used for investing activities

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

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

Net cash used for financing activities

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

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

Debt

On August 30, 2024, we refinanced and replaced our previous senior secured credit facility, dated February 3, 2021, by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”) and (ii) a $350.0 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the previous senior secured credit facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of March 31, 2026, we had $197.3 million (net of $2.7 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

We are currently in compliance with our financial covenants under the Senior Secured Credit Facility, and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. During the three months ended March 31, 2026, we borrowed $10.0 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility.

Contractual obligations

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

Share Repurchase and RSA Withholding Program

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

As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2025 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2025 SRP during the three months ended March 31, 2026.

Critical Accounting Estimates

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates are based on management’s judgment and the best available information, and as such actual results could differ from those estimates.

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

Recent Accounting Pronouncements

See “Note 2. Basis of Presentation and Summary of Significant Accounting Policies” to our condensed unaudited consolidated financial statements for our discussion about new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our market risk during the three months ended March 31, 2026 from the disclosure included in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Annual Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026.

Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. The outcome of claims, lawsuits and legal proceedings brought against us, however, is subject to significant uncertainties. There have been no material changes from the legal proceedings previously disclosed under the heading “Item 3. Legal Proceedings” in Part I of our 2025 Annual Report.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in our 2025 Annual Report.

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

Stock Repurchase and Withholding Program

Common stock repurchases during the quarter ended March 31, 2026 were as follows:


Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(1)
January 1, 2026 – January 31, 2026		53,524	$	18.68		53,524	$	163.0
February 1, 2026 – February 28, 2026		1,449,386	$	16.56		1,449,386	$	139.0
March 1, 2026 – March 31, 2026		46,458	$	14.99		46,458	$	138.3
Total		1,549,368				1,549,368

(1) On July 23, 2025, the Company’s Board of Directors authorized the 2025 SRP, which authorized up to $200.0 million in the aggregate for (i) repurchases of the Company’s outstanding Class A Common Stock through December 31, 2027 and (ii) the RSA Withholding Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

      
     Incorporated by Reference

     Exhibit
Number

     Exhibit Description

     Form

     File No.

     Exhibit

     Filing Date

     Filed
Herewith

     Furnished
Herewith

     3.1

     Amended and Restated Certificate of Incorporation of Zeta Global Holdings Corp.

     8-K

     001-40464

     3.1

     6/15/2021

     3.2

     Amended and Restated Bylaws of Zeta Global Holdings Corp. 

     8-K

     001-40464

     3.2

     6/15/2021

     10.21

     Form of performance stock unit agreement under 2021 Incentive Award Plan

     X

     31.1

     Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

     X

     31.2

     Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     X

     32.1*

     Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     X

     32.2*

     Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

     X

     101.INS

     XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

     X

     101.SCH

     Inline XBRL Taxonomy Extension Schema Document

     X

     101.CAL

     Inline XBRL Taxonomy Extension Calculation Linkbase Document

     X

     101.DEF

     Inline XBRL Taxonomy Extension Definition Linkbase Document

     X

     101.LAB

     Inline XBRL Taxonomy Extension Label Linkbase Document

     X

     101.PRE

     Inline XBRL Taxonomy Extension Presentation Linkbase Document

     X

     104

     Cover Page Interactive Data File (formatted as Inline XBRL
And contained in Exhibit 101)

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Zeta Global Holdings Corp.

Date: May 1, 2026	By:	/s/ David A. Steinberg
		David A. Steinberg
		President, Chief Executive Officer (Principal Executive Officer)

Date: May 1, 2026	By:	/s/ Christopher Greiner
		Christopher Greiner
		Chief Financial Officer (Principal Financial Officer)

Form

Exhibit 10.21

ZETA Global Holdings Corp.
2021 INCENTIVE AWARD PLAN

PERFORMANCE STOCK Unit Grant Notice

Capitalized terms not specifically defined in this Performance Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Zeta Global Holdings Corp. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Performance Stock Units described in this Grant Notice (the “PSUs”), subject to the terms and conditions of the Plan and the Performance Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


Participant:
Grant Date:
Maximum Number of PSUs (the “PSUs”):
Vesting Schedule:	The PSUs are eligible to be earned and vested in accordance with Exhibit A and Schedule 1 thereto.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


ZETA GLOBAL HOLDINGS CORP.		PARTICIPANT
By:	____________________________	_____________________________________
Name:		[Participant Name]
Title:

Exhibit A

PERFORMANCE STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I.

general

1.1

Award of PSUs and Dividend Equivalents

(a)

The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.

(b)

The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2

Incorporation of Terms of Plan

The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3

Unsecured Promise

The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II.

PERFORMANCE; VESTING; forfeiture AND SETTLEMENT

2.1

Performance and Vesting

(a)

The PSUs shall be earned and become eligible to vest as set forth on Schedule 1.

2.2

Forfeiture

(a)

Except as otherwise provided on Schedule 1 or as determined by the Administrator, in the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the PSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

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(b)

In the event the PSUs do not vest at the maximum level in accordance with Schedule 1, such PSUs that do not vest shall be forfeited and Participant’s rights in any such PSUs and related Dividend Equivalents shall lapse and expire, except as otherwise set forth on Schedule 1.

2.3

Settlement

(a)

PSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than seventy-five (75) days after such date.

(b)

If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.

Article III.

TAXATION AND TAX WITHHOLDING

3.1

Representation

Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2

Tax Withholding

(a)

The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the PSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)

Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

Article IV.

other provisions

4.1

Adjustments

Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

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4.2

Notices

Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3

Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4

Conformity to Securities Laws

Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5

Successors and Assigns

The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6

Limitations Applicable to Section 16 Persons

Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7

Entire Agreement

The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8

Agreement Severable

In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

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4.9

Limitation on Participant’s Rights

Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.10

Not a Contract of Employment

Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11

Counterparts

The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

4.12

Section 409A

This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

* * * * *

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Schedule 1

PSU Performance, Vesting and Forfeiture

[To be attached]

A-1-1|

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David A. Steinberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zeta Global Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: May 1, 2026

     By:

     /s/ David A. Steinberg

      
     David A. Steinberg
Chief Executive Officer
(principal executive officer)

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Greiner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zeta Global Holdings Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: May 1, 2026

     By:

     /s/ Christopher Greiner

      
     Christopher Greiner
Chief Financial Officer
(principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Zeta Global Holdings Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 1, 2026	By:	/s/ David A. Steinberg
		David A. Steinberg
		Chief Executive Officer
		(principal executive officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 1, 2026	By:	/s/ Christopher Greiner
		Christopher Greiner
		Chief Financial Officer
		(principal financial officer)