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What changed in Zeta Global Holdings Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Zeta Global Holdings Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+393 added−368 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Zeta Global Holdings Corp.'s 2025 10-K

393 paragraphs added · 368 removed · 312 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

50 edited+20 added−8 removed29 unchanged
Biggest changeWe leverage our AI technologies and proprietary data within the ZMP to: • Seamlessly collect and ingest structured and unstructured data into the ZMP; • Detect PII and apply data governance in accordance with business, state, and federal rules and regulations; • Quickly and reliably analyze key consumer attributes and signals; • Identify consumer intent by running sophisticated algorithms to analyze data; • Cluster related concepts and prioritize actionable insights to create intent-based graphs; • Create audiences comprised of individuals or affinity-driven clusters scored based on intent; • Forecast experience-based outcomes at an individual and audience level; • Personalize content to make experiences more relevant for the consumer and profitable for the enterprises; • Create channel and content recommendations to optimize marketing performance; • Enable ZMP users to create GenAI agents and workflows, which chain discrete tasks together for automations; • Determine intent of a ZMP user using GenAI and recommend next actions; and • Leverage GenAI for the creation of campaigns, creative, audiences, experiences, data onboarding processes, and analysis of analytics. 3.
Biggest changeWe leverage our AI technologies and proprietary data within the ZMP in a growing list of use cases, including: • Seamlessly collect and ingest structured and unstructured data into the ZMP; • Detect PII and apply data governance in accordance with business, state, and federal rules and regulations; and • Enable ZMP users to create GenAI agents and workflows, which chain discrete tasks together for automations, including the creation of campaigns, creative, audiences, experiences, data onboarding processes, and analysis of analytics. 3.
We believe the ZMP’s competitive advantages include: • AI-powered workflows and automation that optimize engagement and efficiency; • Deterministic identity resolution, enhanced through LiveIntent’s first-party data assets, improving targeting accuracy and privacy compliance; • Intuitiveness and ease of use; • Comprehensive feature set; • Rapid deployment; • Flexibility and scalability; • Seamless integration with a customer’s existing technologies; and • Favorable customer ROI and total cost of ownership.
We believe the ZMP’s competitive advantages include: • AI-powered workflows and automation that optimize engagement and efficiency; • Deterministic identity resolution, enhanced through first-party data assets, improving targeting accuracy and privacy compliance; • Intuitiveness and ease of use; • Comprehensive feature set; • Rapid deployment; • Flexibility and scalability; • Seamless integration with a customer’s existing technologies; and • Favorable customer ROI and total cost of ownership.
Our political and advocacy customers are impacted by political cycles, leading us to generally experience higher revenues in presidential election years. This cyclicality may affect comparability of results between non-election years. Data Privacy & Security Laws Contemporary consumers use multiple platforms to learn about and purchase products, and have come to expect a seamless experience across all channels.
Our political and advocacy customers are impacted by political cycles, leading us to generally experience higher revenues in presidential election years. This cyclicality may affect comparability of results between non-election years. Data Privacy & Security Laws Consumers use multiple platforms to learn about and purchase products, and have come to expect a seamless experience across all channels.
We anticipate that, as with the CCPA, new laws in the U.S. will generally allow personal information collection by businesses as the default, so long as data use practices are made transparent to consumers and consumer rights are honored when requested (i.e., opt-out model), with the exception of select classes of sensitive data.
We anticipate that new laws in the U.S. will generally allow personal information collection by businesses as the default, so long as data use practices are made transparent to consumers and consumer rights are honored when requested (i.e., opt-out model), with the exception of select classes of sensitive data.
In addition, we enter into confidentiality agreements and invention or work product assignment agreements with employees and contractors involved in the development of our proprietary intellectual property. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective.
In addition, we enter into confidentiality agreements and invention or work product assignment agreements with employees and contractors involved in the development of our proprietary intellectual property. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. 7
This challenges marketing organizations to balance the demands of the consumer for a seamless experience with privacy-compliant methods of managing data and using such data to create these experiences.
This challenges marketing organizations to balance consumer demands for a seamless experience with privacy-compliant methods of managing data and using such data to create these experiences.
Artificial intelligence is native to the ZMP, unlocking new capabilities for identity-based personalization, automated optimization, and AI-powered forecasting. Our customers can purchase our products individually or in combination based on their evolving needs. We also offer various technical upgrades, consulting services, additional integrations, and access to ad-hoc data sources, services, and channels.
AI is native to the ZMP, unlocking new capabilities for identity-based personalization, automated optimization, and AI-powered forecasting. Our customers can purchase our products individually or in combination based on their evolving needs. We also offer various technical upgrades, consulting services, additional integrations, and access to ad-hoc data sources, services, and channels.
This enables our customers to improve how they identify and engage the modern consumer who is using multiple devices and platforms (e.g., mobile, website, applications, social media, CTV and email). 4. Performance Optimization Zeta’s platform provides AI-powered real-time analytics to our customers through a graphical dashboard and makes recommendations for improvement through the same graphical interface.
This enables our customers to improve how they identify and engage the modern consumer who is using multiple devices and platforms (e.g., email, CTV, programmatic media, mobile applications, loyalty systems, website and social media). 4. Performance Optimization Zeta’s platform provides AI-powered real-time analytics to our customers through a graphical dashboard and makes recommendations for improvement through the same interface.
Our built-in 2 artificial intelligence not only selects audiences and automates campaigns, but it can also optimize content and recommendations dynamically, based on our intelligence-driven understanding of customer needs, interests, and forecasted behavior. As a component of the ZMP, Zeta Messaging offers integrated data management, enterprise-scale delivery and support, and sophisticated omnichannel orchestration.
Our built-in AI not only selects audiences and automates campaigns, but it can also optimize content and recommendations dynamically, based on our intelligence-driven understanding of customer needs, interests, and forecasted behavior. As a component of the ZMP, Zeta Messaging offers integrated data management, enterprise-scale delivery and support, and sophisticated omnichannel orchestration.
In 2024, we were recognized, for the third time in a row, as a “Leader” in The Forrester Wave™: Email Marketing Service Providers, Q3 2024 and received the highest Current Offering score and the highest possible scores across 13 criteria including vision, roadmap, artificial intelligence, organizational improvement, and privacy.
In 2024, we were recognized, for the third time in a row, as a “Leader” in The Forrester Wave™: Email Marketing Service Providers, Q3 2024 and received the highest Current Offering score and the highest possible scores across 13 criteria including vision, roadmap, AI, organizational improvement, and privacy.
We believe the principal factors that drive competition between vendors in our market include: • Quality of insights and analytics; • Omnichannel automation; • Real-time scoring and decisioning of data sets; • Utility of data management tools; • Comprehensive systems integration; • Ease and speed of data ingestion and data onboarding; and • Scale and scope of identity and audience data. 5 We believe we compete favorably across these factors.
We believe the principal factors that drive competition between vendors in our market include: • Quality of insights and analytics; • Omnichannel automation; • Real-time scoring and decisioning of data sets; • Utility of data management tools; • Comprehensive systems integration; • Ease and speed of data ingestion and data onboarding; and 5 • Scale and scope of identity and audience data.
Our customers can use all five of the modules or choose any individual module to obtain data-cloud based insights on their existing consumers and prospects. We offer Agile Intelligence suite for a licensing fee and/or an incremental fee based on customers’ utilization of the ZMP.
Our customers can use all modules or choose any individual module to obtain data-cloud based insights on their existing consumers and prospects. We offer the Zeta Answers suite for a licensing fee and/or an incremental fee based on customers’ utilization of the ZMP.
We have customers spanning a wide spectrum of industry verticals, and we believe we can achieve significant organic growth by cross-selling our existing solutions, making full use of our data capabilities and insights and by capturing an increased share of our scaled customers’ marketing spend by introducing new features and functionalities within the ZMP. Acquire new scaled customers .
We have customers spanning a wide spectrum of industry verticals, and we believe we can achieve significant organic growth by cross-selling our existing solutions, including through our One Zeta model, making full use of our data capabilities and insights and by capturing an increased share of our scaled customers’ marketing spend by introducing new features and functionalities within the ZMP.
Now enhanced with LiveIntent’s identity graph, Zeta CDP+ delivers a single, actionable view of customers and prospects that includes real-time identifiers and signals as well as other key attributes. Customers can consolidate multiple databases and internal and external data feeds, and organize their data based on their unique needs and performance metrics.
Zeta CDP+ delivers a single, actionable view of customers and prospects that includes real-time identifiers and signals as well as other key attributes. Customers can consolidate multiple databases and internal and external data feeds, and organize their data based on their unique needs and performance metrics.
For additional information, see the section titled “Risk Factors—Risks Related to Our Business and Industry—Our industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations and financial condition could be harmed” and “Risk Factors— Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations— Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and having an adverse effect on our business, results of operations and financial condition.” Seasonality and Cyclicality Our business is affected by seasonal fluctuations in marketing activity, as well as cyclicality in political activity and economic conditions.
For additional information, see the section titled “Risk Factors—Risks Related to Our Business and Our Industry—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” and “Risk Factors— Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations— Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantage and having an adverse effect on our business, operating results and financial condition.” Seasonality and Cyclicality Our business is affected by seasonal fluctuations in marketing activity, as well as cyclicality in political activity and economic conditions.
These requirements have served as barriers to the expansion of Zeta’s business in these markets; Zeta has created compliant solutions, but has not been able in some cases to achieve sufficient scale of data collection to create compelling business cases for customers in these markets.
These requirements have served as barriers to the expansion of Zeta’s business in these markets; Zeta has created solutions which can be configured to address these requirements, but has not been able in some cases to achieve sufficient scale of data collection to create compelling business cases for customers in these markets.
By continuously learning from trillions of behavioral signals, our platform enables brands to make data-driven decisions with even greater precision, now enhanced by LiveIntent’s first-party identity resolution. Recognized Leader in Marketing Automation The ZMP has been recognized as an industry leader in the marketing automation sector for its ability to automate complex marketing workflows.
By continuously learning from trillions of behavioral signals, our platform enables brands to make data-driven decisions with even greater precision. 4 Recognized Leader in Marketing Automation The ZMP has been recognized as an industry leader in the marketing automation sector for its ability to automate complex marketing workflows.
Furthermore, we provide the following programs, which vary by country/region: generous paid time off, family leave, flexible work schedules, and 401(k) matching. Intellectual Property We have a patent portfolio of more than 130 U.S. and international patents and applications which include 29 granted patents and 34 pending patent applications covering machine learning and artificial intelligence (AI).
Furthermore, we provide the following programs, which vary by country/region: generous paid time off, family leave, flexible work schedules, and 401(k) matching. Intellectual Property We have a patent portfolio of more than 150 U.S. and international patents and applications which include approximately 39 granted patents and approximately 36 pending patent applications covering machine learning and AI.
A closed-loop cycle from insight to activation enables our AI engine to quickly learn from available data, identify the most impactful signals and continuously refine the Zeta Identity Graphs™.
A closed-loop cycle from insight to activation enables our AI engine to quickly learn from available data, identify the most impactful signals and continuously refine customer outcomes.
Our Agile Intelligence ® suite (formerly known as Opportunity Explorer) 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.
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.
We have also registered numerous internet domain names related to our business. We also rely on copyright laws to protect creative aspects of 7 our website and computer programs related to our platform and our proprietary technologies.
We have also registered numerous internet domain names related to our business. We also rely on copyright laws to protect creative aspects of our website and copyright and trade secret protection with respect to computer programs related to our platform and our proprietary technologies.
Our Customers We work with some of the largest and most well-known enterprises across a wide spectrum of industry verticals including consumer & retail, insurance, telecommunications, financial services, and business services, which contributed 22%, 10%, 9%, 8% and 7% of our revenues for the year ended December 31, 2024 and 17%, 6%, 15%, 10%, and 10% of our revenues for the year ended December 31, 2023, respectively. 98% of our revenue for the year ended December 31, 2024 was derived from scaled customers, which we define as customers from which we have generated trailing-12-month revenue of at least $100,000.
Our Customers We work with some of the largest and most well-known enterprises across a wide spectrum of industry verticals including consumer & retail, travel and hospitality, insurance, telecommunications, and financial services, which contributed 24%, 11%, 11%, 10%, and 8% of our revenues for the year ended December 31, 2025 and 22%, 7%, 10%, 9%, and 8% of our revenues for the year ended December 31, 2024, respectively. 87% of our revenue for the year ended December 31, 2025 was derived from super-scaled customers, which we define as customers from which we have generated trailing-12-month revenue of at least $1,000,000.
By incorporating LiveIntent’s deterministic identity resolution, our intelligence offerings further enhance audience insights, improving targeting precision across channels. Based on our proprietary data and uniquely modeled intender scores, Agile Intelligence presents immediate and actionable opportunities within the ZMP that our customers can leverage to drive growth.
Our intelligence offerings further enhance audience insights, improving targeting precision, and measurement across channels. Based on our proprietary data and uniquely modeled intender scores, Zeta Answers presents immediate and actionable opportunities within the ZMP that our customers can leverage to drive growth.
We consider our relations with our employees to be good and have not experienced interruptions of operations or work stoppages due to labor disagreements. Inclusion and Belonging Zeta is dedicated to building an environment where every employee thrives.
None of our U.S. employees are represented by a labor union with respect to their employment. We consider our relations with our employees to be good and have not experienced interruptions of operations or work stoppages due to labor disagreements. Inclusion and Belonging Zeta is dedicated to building an environment where every employee thrives.
Zeta believes that a continued emphasis on an opt-out regime in the U.S. will mean a continued ability to collect and use non-sensitive personal data at scale for marketing purposes. 6 Outside the U.S., the General Data Protection Regulation (“GDPR”) (and the UK equivalent, the United Kingdom GDPR (“UK GDPR”)) remain in force in Europe, and, overlaid with country-level laws implementing the ePrivacy Directive, continues to raise questions about the application of these laws to third-party marketing technology companies such as Zeta.
Zeta believes that a continued emphasis on an opt-out model in the U.S. will mean a continued ability to collect and use non-sensitive personal data at scale for marketing purposes. 6 Outside the U.S., the General Data Protection Regulation (“GDPR”) (and the UK equivalent, the United Kingdom GDPR (“UK GDPR”)) remain in force in Europe, overlaid with country-level laws implementing the ePrivacy Directive and otherwise related to electronic marketing.
We continue to aggressively pursue new scaled customers by investing in our sales and customer service teams while driving increased efficiencies in our go-to-market approach. We also continue to focus on converting our scaled customers into new super-scaled customers. The Agile Intelligence suite also serves as a sales accelerator to help acquire and grow new customers.
Acquire new customers . We continue to aggressively pursue new customers who can grow into super-scaled customers by investing in our sales and customer service teams while driving increased efficiencies in our go-to-market approach. Our One Zeta model also serves as a sales accelerator to help acquire and grow new customers.
The ZMP is built on the following four pillars: 1. Zeta’s Data Set Our data set, which contains more than 245 million individuals in the U.S. and more than 535 million individuals globally, is a comprehensive mix of proprietary, partner, and publicly available data, now strengthened by LiveIntent’s authenticated identity graph, providing enhanced first-party resolution.
Data Set Our data set, which contains more than 245 million individuals in the U.S. and more than 535 million individuals globally, is a comprehensive mix of proprietary, partner, and publicly available data providing enhanced first-party resolution.
With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Consumer Data Platform (“CDP+”) now integrates LiveIntent’s identity graph, improving identity resolution while maintaining compliance with evolving privacy standards.
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.
In the U.S., both Congress and state legislatures, along with federal regulatory authorities, have continued to increase their attention on the collection and use of consumer data, including as it relates to internet-based marketing.
In the U.S., both Congress and state legislatures, along with federal regulatory authorities, have continued to increase their attention on the collection and use of consumer data, including as it relates to internet-based marketing. For example, California enacted broad-based privacy legislation, the California Consumer Privacy Act (the “CCPA”), which prompted several other states to enact similar laws.
These groups are open to all employees, including allies. Compensation, Benefits, and Employee Wellness We aim to provide market-competitive compensation and benefit programs for our employees. To recruit and retain the best talent in a highly competitive marketplace, we routinely examine and refresh our compensation packages that may include salary, bonuses, sales commissions and equity.
To recruit and retain the best talent in a highly competitive marketplace, we routinely examine and refresh our compensation packages that may include salary, bonuses, sales commissions and equity.
Many non-U.S., non-EU jurisdictions have also enacted or are developing laws and regulations governing the collection and use of personal data, including Brazil, Canada, Japan, Singapore, India, South Africa and others. These laws represent a spectrum of opt-in vs. opt-out models, with the GDPR establishing the most stringent set of requirements for obtaining consumer consent.
Many non-U.S., non-EU jurisdictions have also enacted or are developing laws and regulations governing the collection and use of personal data, including Brazil, Canada, Japan, Singapore, India, South Africa and others.
Our multi-tenant application architecture maintains the integrity and separation of customer data while still permitting all customers to use the same application functionality simultaneously. Our architecture also enables us to segment access privileges across our user base. As privacy regulations evolve, our privacy-first identity resolution framework strengthens compliance while maintaining addressability at scale.
Our architecture also enables us to segment access privileges across our user base. As privacy regulations evolve, our privacy-first identity resolution framework strengthens compliance while maintaining addressability at scale.
We pride ourselves in hiring the best global talent with employees across the U.S. (including New York and Silicon Valley), the EU, the UK and India. As of December 31, 2024, we had 2,191 employees, including 1,130 employees located outside of the U.S. None of our U.S. employees are represented by a labor union with respect to their employment.
We pride ourselves in hiring the best global talent with employees across the U.S. (including New York and Silicon Valley), the EU, the UK and India, among other geographic regions. As of December 31, 2025, we had approximately 3,300 employees, including approximately 2,000 employees located outside of the U.S.
This data set includes an average of more than 2,500 attributes per individual, which may be demographic, behavioral, psychographic, transactional, or indicative of preference. On average, we ingest more than one trillion content consumption signals per month on a global basis and synthesize this information into hundreds of intent-based audiences, which can then be used to create marketing programs.
On average, we ingest more than one trillion content consumption signals per month on a global basis and synthesize this information into hundreds of intent-based audiences, and Zeta Answers which can then be used to create marketing programs. All this data is managed through a proprietary database structure that has patented flexibility, speed and scalability. 1 2.
Intelligence – Agile Actionable intelligence is the foundation of the ZMP and our products. Powered by AI and strengthened by LiveIntent’s first-party data, our Agile Intelligence suite synthesizes trillions of behavioral signals into intent-based scores tied to a unique individual through our Agile Intelligence product suite.
Our proprietary data provides customers with rich, real-time insights to drive campaign performance. Intelligence Suite – Zeta Answers Actionable intelligence is the foundation of the ZMP and our products. Powered by our Zeta SuperGraph, Zeta Answers synthesizes trillions of behavioral signals into intent-based scores tied to a unique individual.
Our hybrid cloud infrastructure is designed to ensure enterprise-grade security, real-time data integrity, and high-performance marketing execution. We built and maintain a multi-tenant application architecture that has been designed to enable our service to scale securely, reliably and cost-effectively to tens of thousands of customers and millions of users.
We built and maintain a multi-tenant application architecture that has been designed to enable our service to scale securely, reliably and cost-effectively to tens of thousands of customers and millions of users. Our multi-tenant application architecture maintains the integrity and separation of customer data while still permitting all customers to use the same application functionality simultaneously.
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.
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.
As we expand relationships with our existing customers in the U.S., we are also continuing to invest in select regions in Europe. Our Key Strengths Zeta’s competitive strengths historically have included the following: Omnichannel Engagement Through the ZMP, our customers can identify and engage consumers across a wide range of digital channels.
As we expand relationships with our existing customers in the U.S., we are also continuing to invest in select regions in Europe. Our Key Strengths Zeta’s competitive strengths historically have included the following: AI-Native Infrastructure We have made sustained investments in AI-native infrastructure designed to operate at enterprise scale and support advanced analytics, automation, and decisioning across the ZMP.
With the integration of LiveIntent’s identity graph and publisher network, Zeta now provides a more differentiated first-party data ecosystem, enhancing our ability to compete on deterministic identity resolution.
We believe we compete favorably across these factors. Zeta provides a differentiated first-party data ecosystem, enhancing our ability to compete on deterministic identity resolution.
Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”). With the integration of LiveIntent’s identity graph and publisher network, we have strengthened our Data Cloud assets and our ability to deliver authenticated, people-based marketing across addressable channels.
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.
As a result, our customers are incentivized to allocate an increasing percentage of their marketing budgets to our platform and to enter long-term contractual commitments. Messaging – ESP Zeta Messaging, our ESP offering, provides our customers with end-to-end AI-powered omnichannel messaging capabilities.
As a result, our customers are incentivized to allocate an increasing percentage of their marketing budgets to our platform and to enter long-term contractual commitments. Athena by Zeta™ Athena is the interface to Zeta’s AI-native infrastructure layer and intends to power all intelligent decisioning, automation, and user interaction across the ZMP.
These channels can work independently, in parallel or in concert depending on marketing strategies and consumer behaviors. With the integration of LiveIntent’s premium publisher inventory, our reach has expanded across authenticated environments, particularly in email-based marketing. Actionable Insights Our AI-powered Agile Intelligence suite provides customers with real-time, intent-driven insights.
These channels can work independently, in parallel or in concert depending on marketing strategies and consumer behaviors. This enables our customers to improve how they identify and engage the modern consumer who is using multiple devices and platforms. Actionable Insights Our AI-powered Zeta Answers suite provides customers with real-time, intent-driven insights.
Through our single-platform approach, we can integrate paid media and multichannel campaigns to deliver true cross-channel marketing across desktop, mobile, display and video, CTV, search, email, and web, among other channels. With the addition of LiveIntent’s first-party data, our proprietary data has become even more powerful, providing customers with richer, real-time insights to drive campaign performance.
In turn, Zeta’s DSP provides enhanced AI-driven attribution and real-time media optimization, reducing data loss across channels, while intelligently adjusting media spend for better ROI. Through our single-platform approach, we can integrate paid media and multichannel campaigns to deliver true cross-channel marketing across desktop, mobile, display and video, CTV, search, email, and web, among other channels.
In addition, in 2023, we were named as a “Leader” in IDC’s MarketScape for Worldwide Omni-Channel Marketing Platforms for B2C Enterprises. 4 Secure, Scalable and Reliable Platform The ZMP has been designed to provide our customers with high levels of reliability, data integrity, performance and security.
Secure, Scalable and Reliable Platform The ZMP has been designed to provide our customers with high levels of reliability, data integrity, performance and security. Our hybrid cloud infrastructure is designed to ensure enterprise-grade security, real-time data integrity, and high-performance marketing execution.
Our AI engineers continuously update the predictive AI models and machine learning algorithms to improve the ROI for our customers. Our Platform and Products The ZMP is a single platform designed to enable enterprises to acquire, grow and retain consumer relationships more efficiently and effectively than alternative solutions available in the market.
Our Platform and Products The ZMP is a single platform designed to enable enterprises to acquire, grow and retain consumer relationships more efficiently and effectively than alternative solutions available in the market. The platform consists of three core products (Email Service Provider (“ESP”), CDP+, and DSP) with modules that can be activated to meet our customers’ specific business needs.
The Agile Intelligence suite is seamlessly integrated into the fabric of the ZMP and is accessible through five product modules, providing market intelligence, customer intelligence, prospect intelligence, competitor intelligence, and location intelligence.
The Zeta Answers suite is seamlessly integrated into the fabric of the ZMP and is accessible through product modules, providing market intelligence, customer intelligence, prospect intelligence, competitor intelligence, and location intelligence. • Explore provides marketing leadership with the highest value, consolidated, actionable strategies across customer acquisition, growth and retention as synthesized by Zeta data and generative AI, and delivered through various applications.
Zeta CDP+ maintains extensive technical flexibility, adapting to custom data schemas with limited or no pre-configuration required. If necessary, we can also engineer a deeper level of data integration between Zeta CDP+ and a customer’s unique marketing infrastructure.
If necessary, we can also engineer a deeper level of data integration between Zeta CDP+ and a customer’s unique marketing infrastructure. Activation – DSP Zeta’s DSP helps our customers to maximize the power of paid media to engage the right audiences with precision and efficiency.
It operates on one of the industry’s most durable and persistent identity graphs, anchored by people-based identifiers with minimal reliance on third-party cookies. In turn, Zeta’s DSP provides enhanced AI-driven attribution and real-time media optimization, reducing data loss across channels, while intelligently adjusting media spend for better ROI.
Zeta’s DSP delivers highly personalized, targeted experiences via desktop, inbox, mobile, CTV and social, among other addressable channels. It operates on one of the industry’s most durable and persistent identity graphs, anchored by people-based identifiers with minimal reliance on third-party cookies.
By leveraging AI-driven identity resolution, Zeta CDP+ enables customers to better recognize and engage anonymous website visitors, activating individualized experiences across multiple channels. The integration of LiveIntent expands our ability to unify deterministic and probabilistic identity matching, improving accuracy in audience creation, targeting and measurement.
By leveraging AI-driven identity resolution, Zeta CDP+ enables customers to better recognize and engage anonymous website visitors, activating individualized experiences across multiple channels. Zeta CDP+ maintains extensive technical flexibility, adapting to custom data schemas with limited or no pre-configuration required.
As a subset of scaled customers, we define super-scaled customers as customers from which we have generated trailing-12-month revenue of at least $1,000,000. We had 1,793 and 1,242 total customers, and 527 and 452 scaled customers, including 148 and 131 super-scaled customers, as of December 31, 2024 and 2023, respectively.
We had 2,651 and 1,793 total customers, 602 and 527 scaled customers, and 184 and 148 super-scaled customers, as of December 31, 2025 and 2024, respectively.
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The integration of LiveIntent’s identity graph expands Zeta’s first-party data foundation, strengthening authenticated identity resolution and deterministic targeting. The ZMP enables brands to connect with consumers through native integration of marketing channels and API integration with third parties.
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The ZMP is built on the following four pillars: 1. Zeta’s Data Platform Zeta’s Data Platform has two major components: Data Infrastructure Zeta operates a deterministic system of record built on an in-house data lake architecture designed to support scale, performance, and reliability.
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All this data is managed through a proprietary database structure that has patented flexibility, speed and scalability. 1 2. AI Engine We believe our proprietary data is key to our AI engine. We analyze this data through extensive application of AI technologies, including GenAI, machine learning, natural language processing, and predictive AI.
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This infrastructure includes our proprietary Zeta SuperGraph that enables identity resolution and relationship mapping across disparate data sources, as well as data pipelines and APIs that support the ingestion, normalization, governance, and activation of large volumes of structured and unstructured data.
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The platform consists of three core products (ESP, CDP+, and DSP) with modules that can be activated to meet our customers’ specific business needs. The integration of LiveIntent strengthens our CDP+ offering by improving identity resolution technology, expanding the size and scope of the Data Cloud and enhancing first-party data activation.
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This data set includes an average of more than 2,500 attributes per individual, which may be demographic, behavioral, psychographic, transactional, or indicative of preference.
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Activation – DSP Zeta’s DSP helps our customers to maximize the power of paid media to engage the right audiences with precision and efficiency. Now incorporating LiveIntent’s publisher network as a source of curated audiences, Zeta’s DSP delivers highly personalized, targeted experiences via desktop, inbox, mobile, CTV and social, among other addressable channels.
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AI-Native Infrastructure at Enterprise Scale Our AI-native infrastructure is designed to operate at enterprise scale and support advanced analytics, automation, and decisioning across the ZMP. This infrastructure is tightly integrated with our data platform and includes proprietary systems for data ingestion, model training, inference, and real-time execution.
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Examples of the intelligence tools that our product modules provide include: • MarketPulse provides marketers with real-time notifications and longitudinal visualizations representing changes in consumer sentiment and interest. • CustomerPulse provides marketers with real-time, actionable insights across acquisition, retention and growth opportunities derived by enriching a customer’s data with Zeta data. • DMAPulse provides marketers with real-time, actionable insights on designated market areas that should receive increased or decreased investments to optimize market share and customer acquisition efficiency. • AudiencePulse provides marketers with real-time, actionable insights on more than 900 Zeta audiences predicting consumer intent and interest. • CompetitorPulse providers marketers with actionable insights on the business’s competitive set and opportunities to capture market share and prevent customer attrition.
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Our architecture supports continuous learning from large-scale behavioral data through automated training pipelines, streaming context collection, and adaptive model deployment. In addition, our platform includes orchestration and routing capabilities that enable requests, tasks, and workflows to be dynamically directed to the appropriate AI models and agent-based applications based on context, intent, and business objectives.
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AI-Powered Personalization Zeta’s leadership in identity-based marketing is further enhanced with LiveIntent’s deterministic matching and first-party data solutions. Our AI models continuously refine customer identity graphs, enabling persistent, cross-channel engagement while reducing reliance on third-party cookies to bring personalization at scale to life.
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By building AI capabilities directly into our core platform—rather than layering them on as point solutions—we are able to deliver more reliable performance, faster innovation cycles, and consistent application of intelligence across analytics, engagement, and optimization use cases.
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For example, California enacted broad-based privacy legislation, the California Consumer Privacy Act of 2018, as supplemented by the California Privacy Rights Act, which came into force in 2023 (the “CCPA”); similar laws are now in effect in other states. Additionally, laws in California and other states impose further obligations on data brokers.
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Our AI engineers continuously update the predictive AI models and machine learning algorithms to improve the ROI for our customers. Our AI models are continuously learning for each customer based on their objectives, leading to a continuous cycle of improvement and optimization for each customer.
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We currently have seven employee-led groups at Zeta, which foster a culture of inclusion and support: APAC (Asian and Pacific Community), Black @ Zeta (Black Community), Mundo @ Zeta (Hispanic and Latin/a/o/x Community), Pride (LGBTQIA+ Community), Women @ Zeta (Women’s Community), Green @ Zeta (Sustainability and ESG Initiatives) and Limitless (Neurodiversity Community).
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Athena is emerging as the orchestration layer that connects data, analytics, and activation, with the goal of enabling users to interact with the platform through natural-language and voice-enabled interfaces. Athena is designed to collect contextual signals from user activity, data inputs, and business objectives, and to route requests to relevant AI models, agent-based applications, and platform services.
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Through this coordination, Athena aims to personalize user experiences, accelerate execution, and support more efficient and effective marketing outcomes across the customer lifecycle. 2 Messaging – ESP Zeta Messaging, our ESP offering, provides our customers with end-to-end AI-powered omnichannel messaging capabilities.
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Example applications include Executive Intelligence Hub. • Prospects provides marketers with a view of their new customer opportunities as synthesized by Zeta data and generative AI, insights on those audiences through various applications, and capabilities to activate opportunities.
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Example applications include Generative Engine Optimization, AudiencePulse, and Location Intelligence. • Customers provides marketers with a view of their existing customer opportunities as synthesized by Zeta data and generative AI, insights on those audiences through various applications, and capabilities to activate opportunities.
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Example applications include CustomerPulse, Leading Indicators, and Journey Insights. • Competitors providers marketers with actionable insights on the business’s competitive set, as synthesized by Zeta data and generative AI, and various applications to capture market share and prevent customer attrition. Example applications include CompetitorPulse, and PersonaPulse.
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This infrastructure is tightly integrated with our data platform and includes proprietary systems for data ingestion, model training, inference, and real-time execution.
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By building AI capabilities directly into the core platform—rather than layering them on as point solutions—we are able to deliver more reliable performance, faster innovation cycles, and consistent application of intelligence across analytics, engagement, personalization and optimization use cases. Omnichannel Engagement Through the ZMP, our customers can identify and engage consumers across a wide range of digital channels.
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In addition, in 2023, we were named as a “Leader” in IDC’s MarketScape for Worldwide Omni-Channel Marketing Platforms for B2C Enterprises. In 2025, we were awarded IDC’s CX Customer Data Platforms Customer Satisfaction Award and named as “Most Valuable Pioneer” for CDP in QKS Group’s 2025 AI Maturity Matrix.
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Going forward, we intend to focus on reporting metrics with respect to our super-scaled customers as these customers represent a substantial majority of our revenue, and these metrics are most relevant to evaluating our business and performance.
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We no longer intend to include metrics with respect to our scaled customers in our quarterly reports on Form 10-Q, as these metrics are expected to be less relevant.
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California also enacted the California Delete Act, which will become enforceable in August 2026, and other state data privacy laws impose further obligations.
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These laws represent a spectrum of opt-in vs. opt-out models, with the GDPR and ePrivacy Directive (and local implementations) establishing the most stringent set of requirements for obtaining consumer consent.
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We currently have seven employee-led groups at Zeta, which foster a culture of inclusion and support. These groups are open to all employees, regardless of background. Compensation, Benefits, and Employee Wellness We aim to provide market-competitive compensation and benefit programs for our employees.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for: • any derivative action or proceeding brought on our behalf; • any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our current or former directors, officers, employees or our stockholders; • any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws (as either may be amended from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and • any action asserting a claim against us that is governed by the internal-affairs doctrine.
Biggest changeOur amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions, including derivative actions, fiduciary duty claims, claims arising under the DGCL or our organizational documents, and claims governed by the internal-affairs doctrine.
If our customers, in particular our scaled customers, decide not to continue to use our platform or decrease their usage of our platform for any reason, or if we fail to attract new customers and turn them into scaled customers or super-scaled customers, our revenue could decline, which would materially and adversely harm our business, operating results and financial condition.
If our customers, in particular our super-scaled customers, decide not to continue to use our platform or decrease their usage of our platform for any reason, or if we fail to attract new customers and turn them into super-scaled customers, our revenue could decline, which would materially and adversely harm our business, operating results and financial condition.
For example, in Europe, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and the United Kingdom’s General Data Protection Regulation and the Data Protection Act 2018 (the “UK GDPR”) (the EU GDPR and UK GDPR, together referred to as the “GDPR”), which impose strict requirements for processing the personal data of individuals within the EEA.
For example, in Europe, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and the United Kingdom’s General Data Protection Regulation and the Data Protection Act 2018 (the “UK GDPR”) (the EU GDPR and UK GDPR, together referred to as the “GDPR”), which impose strict requirements for processing the personal data of individuals within the EEA and the UK.
Risks Related to the Use and Development of Artificial Intelligence We leverage new technologies and platforms to improve business effectiveness, including the use of artificial intelligence technologies. We use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models (collectively, “AI Technologies”), throughout our business, and are making significant investments in this area.
Risks Related to the Use and Development of Artificial Intelligence We leverage new technologies and platforms to improve business effectiveness, including the use of AI technologies. We use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models (collectively, “AI Technologies”), throughout our business, and are making significant investments in this area.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of or our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or perception of their requirements may have on our business.
Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or perception of their requirements may have on our business.
In addition, the following factors may cause our operating results to fluctuate: • our usage-based pricing model makes it difficult to forecast revenues from our current customers and future prospects; • changes in our pricing policies, the pricing policies of our competitors and the pricing or availability of data or other third-party services; • the seasonal budgeting cycles and internal marketing budgeting and strategic purchasing priorities of our customers; • the U.S. presidential election cycles potentially leading to higher revenue generation compared to non-election years; 10 • our ability to retain and attract top talent; • our ability to anticipate or respond to changes in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages; • our ability to maintain and expand our relationships with data centers and strategic third-party technology vendors, who provide floor space, bandwidth, cooling and physical security services on which our platform operates; • our ability to successfully expand our business internationally; • the emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to our business and shifting views and behaviors of consumers concerning use of data and data privacy; • general economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs and retaliatory responses from other countries, and the resulting impact on our customers’ businesses; • extraordinary expenses, such as litigation or other dispute-related settlement payments; and • future accounting pronouncements or changes in our accounting policies.
In addition, the following factors may cause our operating results to fluctuate: • our usage-based pricing model makes it difficult to forecast revenues from our current customers and future prospects; • changes in our pricing policies, the pricing policies of our competitors and the pricing or availability of data or other third-party services; • the seasonal budgeting cycles and internal marketing budgeting and strategic purchasing priorities of our customers; • the U.S. presidential and midterm election cycles potentially leading to higher revenue generation compared to non-election years; • our ability to retain and attract top talent; • our ability to anticipate or respond to changes in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages; 10 • our ability to maintain and expand our relationships with data centers and strategic third-party technology vendors, who provide floor space, bandwidth, cooling and physical security services on which our platform operates; • our ability to successfully expand our business internationally; • the emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to our business and shifting views and behaviors of consumers concerning use of data and data privacy; • general economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs and retaliatory responses from other countries, and the resulting impact on our customers’ businesses; • extraordinary expenses, such as litigation or other dispute-related settlement payments; and • future accounting pronouncements or changes in our accounting policies.
These provisions do the following: • permit our board of directors to issue up to 200,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate; • provide that the authorized number of directors may be changed only by resolution of our board of directors; • provide that our board of directors will be classified into three classes of directors; 30 • limit the ability of stockholders to remove directors to permit removals only “for cause” once Class B Common Stock ceases to hold more than 50% of all our outstanding common stock; • provide that all vacancies, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • prohibit stockholder action by written consent, subject to the terms of any series of preferred stock, if the holders of shares of Class B Common Stock no longer hold at least a majority of the voting power of the outstanding shares of our common stock; • require advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • provide certain limitations on convening special stockholder meetings; • so long as any shares of Class B Common Stock remain outstanding, require the prior affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class to consummate a Change of Control Transaction (as defined in our amended and restated certificate of incorporation); • provide that the restrictions set forth in Section 203 of the Delaware General Corporation Law (“DGCL”) shall be applicable to us in the event that no holder of Class B Common Stock owns shares of our capital stock representing at least fifteen percent of the voting power of all the then outstanding shares of our capital stock; and • not provide for cumulative voting rights in election of directors.
These provisions do the following: • permit our board of directors to issue up to 200,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate; • provide that the authorized number of directors may be changed only by resolution of our board of directors; • provide that our board of directors will be classified into three classes of directors; • limit the ability of stockholders to remove directors to permit removals only “for cause” once Class B Common Stock ceases to hold more than 50% of all our outstanding common stock; • provide that all vacancies, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • prohibit stockholder action by written consent, subject to the terms of any series of preferred stock, if the holders of shares of Class B Common Stock no longer hold at least a majority of the voting power of the outstanding shares of our common stock; 32 • require advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • provide certain limitations on convening special stockholder meetings; • so long as any shares of Class B Common Stock remain outstanding, require the prior affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class to consummate a Change of Control Transaction (as defined in our amended and restated certificate of incorporation); • provide that the restrictions set forth in Section 203 of the Delaware General Corporation Law (“DGCL”) shall be applicable to us in the event that no holder of Class B Common Stock owns shares of our capital stock representing at least fifteen percent of the voting power of all the then outstanding shares of our capital stock; and • not provide for cumulative voting rights in election of directors.
Other private entities often advocate standards of conduct or practices that significantly exceed current legal requirements and classify certain solicitations that comply with current legal requirements as impermissible “spam.” Some of these entities maintain “blacklists” of companies and individuals, and the websites, inbox service providers and IP addresses associated with those entities or individuals that 21 do not adhere to those standards of conduct or practices for commercial solicitations that the blacklisting entity believes are appropriate.
Other private entities often advocate standards of conduct or practices that significantly exceed current legal requirements and classify certain solicitations that comply with current legal requirements as impermissible “spam.” Some of these entities maintain “blacklists” of companies and individuals, and the websites, inbox service providers and IP addresses associated with those entities or individuals that do not adhere to those standards of conduct or practices for commercial solicitations that the blacklisting entity believes are appropriate.
Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have a material adverse effect on our operations, financial performance and business.
Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity, regulatory and government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have a material adverse effect on our operations, financial performance and business.
Our customers, in particular our scaled customers, typically have relationships with numerous providers and can use both our platform and those of our competitors without incurring significant costs or disruption. Our customers may also choose to decrease their overall marketing spend for any reason, including if they do not believe they are generating a sufficient return on their marketing spend.
Our customers, in particular our super-scaled customers, typically have relationships with numerous providers and can use both our platform and those of our competitors without incurring significant costs or disruption. Our customers may also choose to decrease their overall marketing spend for any reason, including if they do not believe they are generating a sufficient return on their marketing spend.
Further, if this were to happen it could harm our and/or our customers’ brand and reputation, and negatively impact our business, financial condition and operating results. Additionally, marketing may result in litigation relating to copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform.
Further, if this were to happen it could harm our and/or our customers’ brand and reputation, and negatively impact our business, financial condition and operating results. 24 Additionally, marketing may result in litigation relating to copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform.
As a result, the introduction of new entrants or technology that are superior to or that achieve greater market acceptance than our products and 11 solutions could negatively impact our revenue. In such an event, we may experience a reduction in market share and may have to respond by reducing our prices, resulting in lower profit margins for us.
As a result, the introduction of new entrants or technology that are superior to or that achieve greater market acceptance than our products and solutions could negatively impact our revenue. In such an event, we may experience a reduction in market share and may have to respond by reducing our prices, resulting in lower profit margins for us.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. 29 We may experience material weaknesses in our internal control over financial reporting in the future.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. We may experience material weaknesses in our internal control over financial reporting in the future.
If we are not able to effectively compete with these consolidated companies, we may not be able to maintain our market share and may experience a reduction in our revenue. Our industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction of new and enhanced offerings by our competitors, making it intensely competitive.
If we are not able to effectively compete with these consolidated companies, we may not be able to maintain our market share and may experience a reduction in our revenue. 11 Our industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction of new and enhanced offerings by our competitors, making it intensely competitive.
In particular, the nature of our business may expose us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, 15 harassment, intellectual property right infringement, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, and breach of contract, among others.
In particular, the nature of our business may expose us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, harassment, intellectual property right infringement, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, and breach of contract, among others.
In addition, electronic marketing and privacy requirements in the EU are highly restrictive and differ greatly from those currently in force in the U.S., which could cause fewer individuals in the EU to subscribe to our marketing messages and drive up our costs and risk of regulatory oversight and fines if we are found to be non-compliant.
In addition, electronic marketing and privacy requirements in the EU and UK are highly restrictive and differ greatly from those currently in force in the U.S., which could cause fewer individuals in the EU and UK to subscribe to our marketing messages and drive up our costs and risk of regulatory oversight and fines if we are found to be non-compliant.
The historical rate of wage inflation has been higher in India than in the U.S. In addition, if the Rupee strengthens against the U.S. Dollar, our costs would increase. If the cost of technology and development work in India significantly increases or the labor environment in 12 India changes unfavorably, our cost savings may be diminished.
The historical rate of wage inflation has been higher in India than in the U.S. In addition, if the Rupee strengthens against the U.S. Dollar, our costs would increase. If the cost of technology and development work in India significantly increases or the labor environment in India changes unfavorably, our cost savings may be diminished.
Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest and penalties, as well as higher future taxes. Additionally, our future effective tax rates could be adversely affected by changes in tax laws (including tax treaties) or their interpretation.
Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest and penalties, as well as higher future taxes. 28 Additionally, our future effective tax rates could be adversely affected by changes in tax laws (including tax treaties) or their interpretation.
To the extent that our platform depends upon the successful operation of the open 25 source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and harm our reputation.
To the extent that our platform depends upon the successful operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and harm our reputation.
If scaled customers representing a significant portion of our business decide to materially reduce their use of our platform or cease using our platform altogether, our revenue could be significantly reduced, which could have a material adverse effect on our business, operating results and financial condition.
If customers representing a significant portion of our business decide to materially reduce their use of our platform or cease using our platform altogether, our revenue could be significantly reduced, which could have a material adverse effect on our business, operating results and financial condition.
Any such developments could adversely affect our business, operating results and financial condition. Our success depends on our ability to retain key members of our management team, and on our ability to hire, train, retain and motivate new employees. Our success depends upon the continued service of members of our senior management team and other key employees.
Any such developments could adversely affect our business, operating results and financial condition. 12 Our success depends on our ability to retain key members of our management team, and on our ability to hire, train, retain and motivate new employees. Our success depends upon the continued service of members of our senior management team and other key employees.
Evolving regulatory standards could place restrictions on the collection, management, aggregation and use of the types of data we collect, which 19 could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose data.
Evolving regulatory standards could place restrictions on the collection, management, aggregation and use of the types of data we collect, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose data.
The anticipated benefits of any acquisition (including our recent acquisition of LiveIntent) or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, operating results and financial condition, including risks arising from: • difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of LiveIntent or any other acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate; • ineffectiveness or incompatibility of acquired technologies or solutions; • potential loss of key employees of the acquired businesses; • inability to maintain key business relationships and reputations of the acquired businesses; • diversion of management attention from other business concerns; 13 • litigation arising from the acquisition or the activities of the acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties and intellectual property disputes; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability; • complications in the integration of LiveIntent or any other acquired businesses or diminished prospects; • failure to generate the expected financial results related to the LiveIntent acquisition or other future acquisitions on a timely manner or at all; • weak, ineffective, or incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets; • failure to accurately forecast the financial or other business impacts of an acquisition; and • implementation or remediation of effective controls, procedures and policies for acquired businesses.
The anticipated benefits of any acquisition (including our recent acquisition of Marigold’s Enterprise Business) or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, operating results and financial condition, including risks arising from: • difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of Marigold’s Enterprise Business or any other acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate; • ineffectiveness or incompatibility of acquired technologies or solutions; • potential loss of key employees of the acquired businesses; • inability to maintain key business relationships and reputations of the acquired businesses; • diversion of management attention from other business concerns; • litigation arising from the acquisition or the activities of the acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties and intellectual property disputes; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability; • complications in the integration of our recent acquisition of Marigold’s Enterprise Business or any other businesses we may acquire, or diminished prospects; 13 • failure to generate the expected financial results related to the recent acquisition of Marigold’s Enterprise Business or other future acquisitions on a timely manner or at all; • weak, ineffective, or incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets; • failure to accurately forecast the financial or other business impacts of an acquisition; and • implementation or remediation of effective controls, procedures and policies for acquired businesses.
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 and the price of our Class A Common Stock.
Actual or perceived failures to comply with applicable data protection, privacy, security and technology laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition and the price of our Class A Common Stock.
We cannot assure that our scaled customers will continue to use and increase their spend on our platform or that we will be able to attract a sufficient number of new scaled customers to continue to grow our revenue.
We cannot assure that our super-scaled customers will continue to use and increase their spend on our platform or that we will be able to attract a sufficient number of new super-scaled customers to continue to grow our revenue.
We may 27 experience ownership changes in the future as a result of future changes in our stock ownership, some of which changes may be outside our control. Similar provisions of state tax law may also apply to our state NOLs.
We may experience ownership changes in the future as a result of future changes in our stock ownership, some of which changes may be outside our control. Similar provisions of state tax law may also apply to our state NOLs.
We may not be able to replace scaled customers who decrease or cease their usage of our platform with new scaled customers that will use our platform to the same extent.
We may not be able to replace super-scaled customers who decrease or cease their usage of our platform with new super-scaled customers that will use our platform to the same extent.
The CAN-SPAM Act and the Telemarketing Sales Rule 17 and analogous state laws also impose various restrictions on marketing conducted using email, telephone, fax or text message.
The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted using email, telephone, fax or text message.
In the meantime, new or changing data privacy laws (in particular outside the EU and the U.S.) could potentially interfere with the data collection required in order to detect fraud.
In the meantime, new or changing data privacy laws (in particular outside the EU, UK and the U.S.) could potentially interfere with the data collection required in order to detect fraud.
Our communications with consumers are also subject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business.
Our communications with consumers are also subject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Telephone Consumer Protection Act (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business.
Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of artificial intelligence could adversely affect our business, results of operations, and financial condition. The AI regulatory landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the use of AI.
Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition. The AI regulatory landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the use of AI.
The EU AI Act applies to companies that develop, use and/or provide artificial intelligence in the EU and – dependent on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover.
The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – dependent on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover.
Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, likely to affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to 23 our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way AI is regulated in the EU, and together with developing guidance and/or decisions in this area, likely to affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches suffered as a result of the business’s violation of the duty to implement and maintain reasonable security procedures and practices, and this may lead to breach litigation.
The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches suffered as a result of the business’s violation of the duty to implement and maintain reasonable security procedures and practices, and this may lead to breach litigation.
Taxing authorities may challenge our tax positions and methodologies for valuing developed technology or intercompany arrangements, positions regarding the collection of sales and use taxes, and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes.
Taxing authorities may challenge our tax positions and methodologies for valuing developed technology or intercompany arrangements, regarding the collection of sales and use taxes, and determining the jurisdictions in which we are subject to taxes, any of which could expose us to additional taxes.
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 8 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 could adversely affect our business, results of operations, and financial condition. • The impact of our business and financial condition of incurring additional debt or issuing new debt or equity securities. • Catastrophic events such as pandemics, hurricanes, wildfires, tornadoes, earthquakes, flooding, droughts and power outages, and business and operational interruption by man-made problems such as war, conflicts and acts of terrorism. • We may issue additional equity or debt securities in the future in order to raise capital.
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. 8 • Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of machine learning and AI technologies and our use of artificial intelligence technologies may expose us to technical, legal, and regulatory risks, which could adversely affect our business, results of operations, and financial condition. • 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. • We may issue additional equity or debt securities in the future in order to raise capital.
The technology industry is subject to intense media, political and regulatory scrutiny, including on issues related to antitrust and artificial intelligence, which exposes us to government investigations, legal actions and penalties. For instance, various regulatory agencies, including competition and consumer protection authorities, have active proceedings and investigations concerning multiple technology companies on antitrust and other issues.
The technology industry is subject to intense media, political and regulatory scrutiny, including on issues related to antitrust and AI, which exposes us to regulatory and government investigations, legal actions and penalties. For instance, various regulatory agencies, including competition and consumer protection authorities, have active proceedings and investigations concerning multiple technology companies on antitrust and other issues.
In addition, the terms of our Senior Secured Credit Facility impose limitations on our ability to repurchase shares. The share repurchase program may be modified, suspended, or terminated at any time, and we cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value.
In addition, the terms of our Senior Secured Credit Facility impose limitations on our ability to repurchase shares. The share repurchase programs may be modified, suspended, or terminated at any time, and we cannot guarantee that the programs will be fully consummated or will enhance long-term stockholder value.
If federal or state regulators were to determine that the type of data we collect, the process we use for collecting this data or how we use it unfairly discriminates against some groups of people, laws and regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data.
In addition, if federal, state or international regulators were to determine that the type of data we collect, the process we use for collecting this data or how we use it unfairly discriminates against some groups of people, laws and regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data.
Additional issuances of equity securities would dilute the investment of our current stockholders and could cause the market price of our Class A Common Stock to decline. Risks Related to Our Business and Our Industry Our success and revenue growth depends on our ability to add and retain scaled customers and convert our scaled customers into super-scaled customers.
Additional issuances of equity securities would dilute the investment of our current stockholders and could cause the market price of our Class A Common Stock to decline. Risks Related to Our Business and Our Industry Our success and revenue growth depends on our ability to add, grow and retain super-scaled customers.
The most commonly used internet browsers also allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or third-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by default.
Several internet browsers also allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or third-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by default.
Our revenues are also impacted by political cycles in which we generally generate higher revenues in congressional elections years, and particularly presidential election years. In addition, the varying nature of our pricing mix between periods, customers and products may also make it more difficult for us to forecast our future operating results.
Our revenues are also impacted by political cycles in which we generally generate higher revenues in congressional elections years, and particularly presidential election years and, to a lesser extent, midterm election years. In addition, the varying nature of our pricing mix between periods, customers and products may also make it more difficult for us to forecast our future operating results.
Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our recent acquisition of LiveIntent), divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.
Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our recent acquisition of 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.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including artificial intelligence, that circumvent security controls, evade detection and remove forensic evidence.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence.
Those shares and the shares reserved for future issuance under our equity incentive plans are and will become eligible for sale in the public market, subject to certain legal and contractual limitations. We cannot be certain whether and how many restricted stock units will satisfy their performance-based vesting conditions.
Those shares covered by these awards and the shares reserved for future issuance under our equity incentive plans are and will become eligible for sale in the public market, subject to certain legal and contractual limitations. We cannot be certain whether and how many restricted stock units will satisfy their performance-based vesting conditions.
These risks and uncertainties include, but are not limited to, the following: • Our success and revenue growth depends on our ability to add and retain scaled customers and convert our scaled customers into super-scaled customers. • We often have long sales cycles, which can result in significant time between initial contact with a potential customer and execution of a customer agreement, making it difficult to project when, if at all, we will generate revenue from those customers. • We may experience fluctuations in our operating results, including during presidential elections years where we generally generate higher revenues, which could make our future operating results difficult to compare and predict. • If we do not manage our growth effectively, the quality of our platform and solutions may suffer, and our business, operating results and financial condition may be adversely affected. • Our industry is intensely competitive, and if we do not effectively compete against current and future competitors or fail to innovate and make the right investment decisions in our product offerings and platform, our business, operating results and financial condition could be harmed. • Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our recent acquisition of LiveIntent, Inc.), divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition. • The technology industry is subject to increasing scrutiny that could result in U.S. federal or state government actions that could negatively affect our business. • Our business and the effectiveness of our platform depends on our ability to collect and use data online.
These risks and uncertainties include, but are not limited to, the following: • 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 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.
For example, in addition to enforcing Section 5 of the FTC Act, the FTC enforces the Fair Credit Reporting Act, and the Equal Credit Opportunity Act. These laws prohibit unfair and deceptive practices, including use of biased algorithms in artificial intelligence.
For example, in addition to enforcing Section 5 of the FTC Act, the FTC enforces the Fair Credit Reporting Act, and the Equal Credit Opportunity Act. These laws prohibit unfair and deceptive practices, including use of biased algorithms in AI.
Changes proposed by providers of major browsers to eliminate or restrict the usage of third-party cookies to track user behaviors, and to allow users to limit the collection of certain data generally or from specified websites, could impair our ability to collect user information, including personal data and usage information, that helps us provide more targeted advertising to our current and prospective consumers.
Providers of major browsers could change, eliminate or restrict the usage of third-party cookies to track user behaviors, and allow users to limit the collection of certain data generally or from specified websites, which could impair our ability to collect user information, including personal data and usage information, that helps us provide more targeted advertising to our current and prospective consumers.
The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention, and security of personal information.
The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention, and security of personal information and the regulation of technology more broadly.
As of December 31, 2024, our Co-Founder and Chief Executive Officer, David Steinberg, and his affiliates held, in aggregate 53.7% of the voting power of our outstanding capital stock. As a result, these stockholders, acting together, will have control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions.
As of December 31, 2025, our Co-Founder and Chief Executive Officer, David Steinberg, and his affiliates held, in aggregate 52.1% of the voting power of our outstanding capital stock. As a result, these stockholders, acting together, will have control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions.
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.
An unauthorized or inadvertent disclosure or breach of confidential and/or personal information we process or control, 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.
New requirements relating to automated, browser-based, or one-stop opt-out mechanisms (“OOMs”) such as the Global Privacy Control, the forthcoming opt-out mechanism for data brokers established under the California Delete Act, or other OOMs that will be established in the future may result in significantly larger numbers of consumers opting out of having their data used for marketing purposes versus historical averages.
New requirements relating to automated, browser-based, or one-stop opt-out mechanisms (“OOMs”) such as the Global Privacy Control, the Delete Request and Opt-Out Platform (“DROP”) established under the California Delete Act, or other OOMs that will be established in the future may result in significantly larger numbers of consumers opting out of having their data used for marketing purposes versus historical averages.
Interest rates were at historic lows during 2020 and 2021, when the United States Federal Reserve took several steps to protect the economy from the impact of the COVID-19 pandemic, including reducing interest rates to new historic lows. In 2022 and 2023, the United States Federal Reserve raised interest rates.
Interest rates were at historic lows during 2020 and 2021, when the United States Federal Reserve took several steps to protect the economy from the impact of the COVID-19 pandemic, including reducing interest rates to new historic lows. In 2022 and 2023, the United States Federal Reserve raised interest rates significantly in an effort to combat inflation.
Although our board of directors has authorized this repurchase program, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The actual timing and amount of repurchases remain subject to a variety of factors, including our stock price, trading volume, market conditions and other general business considerations.
Although our board of directors has authorized these repurchase programs, the programs do not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The actual timing and amount of repurchases remain subject to a variety of factors, including our stock price, trading volume, market conditions and other general business considerations.
The principal way that we collect individual data is directly from the consumers when they register or interact with our platform (such as the DISQUS commenting system), or with partners’ services.
The principal way that we collect individual data is directly from the consumers when they register or interact with our platform (such as the DISQUS commenting system and LiveIntent inbox advertising), or with partners’ services.
We may experience fluctuations in our operating results, including during presidential elections years where we generally generate higher revenues, which could make our future operating results difficult to compare and predict. Consequently, we may not be able to meet our expectations or those of securities analysts and investors.
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. Consequently, we may not be able to meet our expectations or those of securities analysts and investors.
The program could affect the trading price of our stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock. In addition, this program could diminish our cash and cash equivalents and marketable securities.
The programs could affect the trading price of our stock and increase volatility, and any announcement of a termination of these programs may result in a decrease in the trading price of our stock. In addition, these programs could diminish our cash and cash equivalents and marketable securities.
Third parties may also attempt to fraudulently induce employees to disclose sensitive information or credentials that permit access to sensitive information through a process known as social engineering. This includes disclosing data such as usernames, passwords or other information to gain access to our customers’ data or our data, including intellectual property and other confidential information.
Third parties may also attempt to fraudulently induce employees to disclose sensitive information or credentials that permit access to sensitive information through processes like social engineering or phishing. This includes disclosing data such as usernames, passwords or other information to gain access to our customers’ data or our data, including intellectual property and other confidential information.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies, and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies, including under our partnership with OpenAI, and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure.
The operating and financial restrictions and covenants in the Senior Secured Credit Facility, as well as any future financing arrangements that we may enter into, may restrict our ability to finance our operations, engage in, expand, or otherwise pursue our business activities and strategies.
In addition, our Senior Secured Credit Facility contains customary minimum quarterly financial maintenance covenants. The operating and financial restrictions and covenants in the Senior Secured Credit Facility, as well as any future financing arrangements that we may enter into, may restrict our ability to finance our operations, engage in, expand, or otherwise pursue our business activities and strategies.
Additionally, existing and future laws, and evolving attitudes about privacy protection may impair our ability to collect, use, and maintain data points of sufficient type or quantity to develop and train our artificial intelligence algorithms.
Additionally, existing and future laws, and evolving attitudes about privacy protection and technology regulation may impair our ability to collect, use, and maintain data points of sufficient type or quantity to develop and train our AI algorithms.
This Senior Secured Credit Facility also restricts our ability, without the lender’s written consent, to, among other things: • dispose of or sell our assets; • make material changes in our business or management; • consolidate or merge with other entities; • incur additional indebtedness; • create liens on our assets; • pay dividends; • make investments; • enter into transactions with affiliates; and • pay off or redeem subordinated indebtedness. 26 In addition, our Senior Secured Credit Facility contains customary minimum quarterly financial maintenance covenants.
This Senior Secured Credit Facility also restricts our ability, without the lender’s written consent, to, among other things: • dispose of or sell our assets; • make material changes in our business or management; • consolidate or merge with other entities; • incur additional indebtedness; • create liens on our assets; • pay dividends; • make investments; • enter into transactions with affiliates; and • pay off or redeem subordinated indebtedness.
Our results of operations also depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of our platform, including, among others, a customer’s projections of business growth, uncertainty about economic conditions, capital budgets, anticipated cost savings from the implementation of our platform, potential preference for such customer’s internally-developed software solutions, perceptions about our business and platform, more favorable terms offered by potential competitors, and previous technology investments.
It is possible that we will be unable to recover any of these expenses. 9 Our results of operations also depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of our platform, including, among others, a customer’s projections of business growth, uncertainty about economic conditions, capital budgets, anticipated cost savings from the implementation of our platform, potential preference for such customer’s internally-developed software solutions, perceptions about our business and platform, more favorable terms offered by potential competitors, and previous technology investments.
We are continuing to evaluate the Pillar Two framework and its potential impact on future periods. We are currently unable to predict the ultimate impact of the Inflation Reduction Act and OECD requirements on our business, results of operations and financial condition.
We are continuing to evaluate Pillar Two and the side-by-side framework and to assess their potential impact on future periods. We are currently unable to fully predict the ultimate impact of the Inflation Reduction Act, the OBBBA, and OECD requirements on our business, results of operations and financial condition.
Our success is dependent on regularly adding new customers, in particular new scaled customers, and increasing our existing customers’ usage of our platform in order to convert our scaled customers into super-scaled customers. We also continually work on converting our non-scaled customers into scaled customers.
Our success is dependent on regularly adding new customers, in particular new super-scaled customers, and increasing our existing customers’ usage of our platform in order to convert our customers into super-scaled customers.
As a result, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems, and personal and confidential information. Such risks include the misappropriation of data by malicious insiders or unauthorized third parties, or other data breaches.
As a result, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems, and personal and confidential information. Such risks include the misappropriation of data by diverse threat actors such as malicious insiders, state-sponsored organizations, opportunistic hackers or hacktivists or other unauthorized third parties, or other data breaches.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies and geographic expansion.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies and geographic expansion. 27 Our loan agreement contains operating and financial covenants that may restrict our business and financing activities.
We expect the existing legal complexity and uncertainty regarding international data transfers to continue and in particular, we expect international transfers to the U.S. and other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
In relation to such cross border transfers of personal data, we expect the existing legal complexity and uncertainty regarding international data transfers to continue and international transfers to the U.S. and other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.
However, there can be no assurance that our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
However, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Office of Foreign Assets Control; • compliance with foreign data privacy laws, such as the EU ePrivacy Directive, GDPR, UK data protection laws, and Brazil’s General Data Protection Law (“LGPD”), which could materially diminish our ability to collect data and/or the effectiveness of our platform; • restrictions on the transfers of funds; • currency exchange rate fluctuations and foreign exchange controls; • economic and political instability in some countries; 14 • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws; and • the complexity and potential adverse consequences of U.S. tax laws as they relate to our international operations.
Office of Foreign Assets Control; • compliance with foreign data privacy laws, such as the EU ePrivacy Directive (and its local implementations), the UK Privacy and Electronic Communications Regulation (“PECR”), EU and UK GDPR, and Brazil’s General Data Protection Law (“LGPD”), which could materially diminish our ability to collect data and/or the effectiveness of our platform; • restrictions on the transfers of funds; • currency exchange rate fluctuations and foreign exchange controls; • economic and political instability in some countries; • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws; and • the complexity and potential adverse consequences of U.S. tax laws as they relate to our international operations. 14 As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks.
We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to 16 obtain data from them on acceptable terms or at all.
We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.
Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business. We may need to raise additional capital to fund operations in the future or to finance acquisitions or other business objectives. Such additional capital may not be available on favorable terms or at all.
We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.
To fund acquisitions, we have in the past and may in the future pay cash, which would diminish our cash reserves, or issue additional shares of our Class A Common Stock, which could dilute current stockholders’ holdings in our company.
To fund acquisitions, we have in the past and may in the future pay cash, including in connection with the recent acquisition of Marigold’s Enterprise Business, which would diminish our cash reserves, or issue additional shares of our Class A Common Stock, which would dilute current stockholders’ holdings in our company.
Though we contractually require our customers to represent that they will follow our policies with respect to all information or content they upload to our systems, we may be exposed to potential liability if our customers do not abide by such policies.
We may face claims relating to the information or content that is made available through our platform. Though we contractually require our customers to represent that they will follow our policies with respect to all information or content they upload to our systems, we may be exposed to potential liability if our customers do not abide by such policies.
In addition to complying with government regulations, we participate in trade associations and industry self-regulatory groups that promote best practices or codes of conduct addressing data privacy. We also have agreed to follow certain practices as contractual obligations to customers (e.g. marketing agencies).
Failure to comply with industry self-regulation could adversely affect our business, operating results and financial condition. In addition to complying with government regulations, we participate in trade associations and industry self-regulatory groups that promote best practices or codes of conduct addressing data privacy. We also have agreed to follow certain practices as contractual obligations to customers (e.g. marketing agencies).
In addition, theft or misuse of our proprietary information could still occur by employees or contractors who have access to our technology despite the agreements we have in place with such employees and contractors that restrict the use and disclosure of our information and technology and although we enter into non-disclosure agreements with our customers, consultants, suppliers and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and suppliers, no assurance can be given that these agreements will not be breached. 24 While we have issued patents and have patent applications pending, we may be unable to obtain patent protection for the technology covered in our patent applications or such patent protection may not be obtained quickly enough to meet our business needs.
In addition, theft or misuse of our proprietary information could still occur by employees or contractors who have access to our technology despite the agreements we have in place with such employees and contractors that restrict the use and disclosure of our information and technology and although we enter into non-disclosure agreements with our customers, consultants, suppliers and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and suppliers, no assurance can be given that these agreements will not be breached.
For example, we use AI Technologies for internal business cases and also to develop and provide certain products, including the uses listed in the section titled “Business—Patented AI Engine.” We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
For example, we use AI Technologies for internal business cases and also to develop and provide certain products, including as described in the section titled “Business—AI-Native Infrastructure at Enterprise Scale.” We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.
In particular, if the models underlying our AI Technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient 22 oversight and governance to ensure their responsible use; or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer, or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying our AI Technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer, or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims. 25 With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services or products may be inaccurate.
It is therefore in the short seller’s interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the 28 relevant issuer, often involving misrepresentations of the issuer’s business prospects and similar matters calculated to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short.
It is therefore in the short seller’s interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, often involving misrepresentations of the issuer’s business prospects and similar matters calculated to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. 30 In November 2024, a short seller issued a short report regarding Zeta, resulting in a decrease in the price of our Class A Common Stock on the day the short report was issued.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) the oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives regular reports from management on our cybersecurity risks.
Biggest changeSee “Risk Factors – An unauthorized or significant inadvertent disclosure or breach of confidential and/or personal information we process or control, 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. ” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) the oversight of cybersecurity risks, including management’s implementation of our cybersecurity risk management program.
Dr. Jeffry Nimeroff, CIO, has a 25-year history of building technology groups and integrating Information Security programs at organizations ranging from startups like Hotsocket and Pet360 to established companies at various points in their lifecycle like CDnow, and Bertelsmann Music Group. Dr. Nimeroff has a PhD in Computer Science from the University of Pennsylvania.
Jeffry Nimeroff, CIO, has a 25-year history of building technology groups and integrating Information Security programs at organizations ranging from startups like Hotsocket and Pet360 to established companies at various points in their lifecycle like CDnow, and Bertelsmann Music Group. Dr. Nimeroff has a PhD in Computer Science from the University of Pennsylvania.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment. 34
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • the use of external service providers, where appropriate, to monitor our cybersecurity posture on a 24/7 basis in a co-managed Security Operations Center (SOC); • the design and deployment of a Defense-In-Depth layered technical security implementation leveraging best-of-breed components; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.
Key elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and, information; 33 • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • the use of external service providers, where appropriate, to monitor our cybersecurity posture on a 24/7 basis in a co-managed Security Operations Center (SOC); • the design and deployment of a Defense-In-Depth layered technical security implementation leveraging best-of-breed components; • cybersecurity awareness training of our employees, including incident response personnel and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers, based on our assessment of their criticality to our operations and respective risk profile.
Kurt Baumgarten, CISO, has a long history of successfully leading Information Security Programs across a diverse array of organizations such as Linedata SA, Indigo Ag, and Matterport. Kurt has multiple security certifications, such as CISA, CRISC, CDPSE, CGEIT, and has earned a master’s degree in information security from Norwich University as well as an MBA with a concentration in e-commerce.
Kurt has multiple security certifications, such as CISA, CRISC, CDPSE, CGEIT, and has earned a master’s degree in information security from Norwich University as well as an MBA with a concentration in e-commerce. Dr.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition , however, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition .
We design and assess our program based on multiple cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO 27001.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We design and assess our program based on multiple cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO 27001.
Board members receive presentations on 32 cybersecurity topics from our Chief Information Officer (CIO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, including our CIO, Chief Information Security Office (CISO) and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats.
The full Board also receives periodic briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity . The full Board also receives briefings from management on our cyber risk management program.
The Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant. The Committee reports to the full Board regarding its activities, including those related to cybersecurity .
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our CIO (to whom the CISO reports) regularly attends meetings of the Committee. Our management team’s experience includes decades of experience working in information security, advanced education, and information security certifications.
Our management team, including our CIO, Chief Information Security Office (CISO) and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Removed
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
Added
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Added
Our CIO (to whom the CISO reports) regularly attends meetings of the Committee. Our management team’s experience includes decades of experience working in information security, advanced education, and information security certifications. Kurt Baumgarten, CISO, has a long history of successfully leading Information Security Programs across a diverse array of organizations such as Linedata SA, Indigo Ag, and Matterport.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur New York office focuses on our go-to-market strategy, customer success, shared services and infrastructure. Our San Francisco and Silicon Valley offices serve as our innovation hubs. The European offices focus on go-to-market and customer success. The India offices concentrate on innovation, infrastructure and shared services. All our offices are leased, and we do not own any real property.
Biggest changeOur New York office focuses on our go-to-market strategy, customer success, shared services and infrastructure. Our San Francisco office serves as our innovation hub. The European, Australia and New Zealand offices focus on go-to-market and customer success. The India offices concentrate on innovation, infrastructure and shared services. All our offices are leased, and we do not own any real property.
Item 2. Properties. Our corporate headquarters is located in New York City, New York. It consists of approximately 23,000 square feet under a lease agreement that expires in March 2029. We have several offices in the U.S. and have operations in the UK, the EU and India, as well as other locations.
Item 2. Properties. Our corporate headquarters is located in New York City, New York. It consists of approximately 46,000 square feet under a lease agreement that expires in June 2027. We have several offices in the U.S. and have operations in the UK, the EU, India, Australia and New Zealand as well as other locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThis matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. For a description of our legal proceedings, see Note 12 to our audited consolidated financial statements in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.
Biggest changeThis matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. For a description of our legal proceedings, see “Note 12.
This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. On December 11, 2024 and December 23, 2024, purported stockholders of the Company filed shareholder derivative complaints in the U.S.
This matter is still in the early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. On December 11, 2024 and December 23, 2024, purported stockholders of the Company filed shareholder derivative complaints in the U.S.
The Complaint alleges, based in part on the report from Culper Research, that the defendants made false and misleading statements and omissions about the Company’s business, operations, and prospects between February 27, 2024 and November 13, 2024. We are vigorously defending ourselves against this lawsuit, and we believe the claims made in the report are without merit.
The Amended Complaint alleges, based in part on the report from Culper Research, that the defendants made false and misleading statements and omissions about the Company’s business, operations, and prospects between February 27, 2024 and March 10, 2025. We are vigorously defending ourselves against this lawsuit, and we believe the claims made in the report are without merit.
The lawsuit seeks, among other things, damages in connection with the Company’s allegedly artificially inflated stock price between February 27, 2024 and November 13, 2024 as a result of those allegedly false and misleading statements 33 and omissions, as well as interest, attorneys’ fees, and costs.
The lawsuit seeks, among other things, damages in connection with the Company’s allegedly artificially inflated stock price between February 27, 2024 and March 10, 2025 as a result of those allegedly false and misleading statements and omissions, as well as interest, attorneys’ fees, and costs.
Stockholder Derivative Litigation , based on the same underlying allegations as in the Davoodi case (described above).
Stockholder Derivative Litigation , based on the same underlying allegations as in the securities class action described above.
We are vigorously defending ourselves against this lawsuit, and we believe the claims made in the report are without merit. The Company’s board members are each party to an indemnification agreement with the Company that may require the Company to reimburse the board members for certain expenses and other costs related to this lawsuit.
The Company’s board members are each party to an indemnification agreement with the Company that may require the Company to reimburse the board members for certain expenses and other costs related to this lawsuit.
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. On November 22, 2024, a purported stockholder of the Company filed a putative class action lawsuit in the U.S.
District Court for the Southern District of New York against the Company and the Company’s Chief Executive Officer, David A. Steinberg, and the Company’s Chief Financial Officer, Christopher Greiner, entitled Davoodi v. Zeta Global Holdings Corp. Lead Plaintiff motions are due on January 21, 2025.
District Court for the Southern District of New York against the Company and the Company’s Chief Executive Officer, David A. Steinberg, and the Company’s Chief Financial Officer, Christopher Greiner, which is captioned In re Zeta Global Holdings Corporation Securities Litigation .
Removed
We and members of our senior executive team have received subpoenas from the SEC in connection with an investigation into Kubient, Inc., a company we worked with prior to our initial public offering, and from the United States Attorney’s Office for the Southern District of New York, which is conducting a parallel investigation.
Added
On February 26, 2025, the Court appointed putative stockholders Amir Konigsberg and the Allegheny County Employees’ Retirement System as co-lead plaintiffs. The co-lead plaintiffs filed an Amended Class Action Complaint on May 12, 2025, which also named other officers of the Company.
Removed
The amount of business that we conducted with Kubient was quantitively insignificant to Zeta, and we have not worked with Kubient since 2020. We are cooperating with the investigation. On November 22, 2024, a purported stockholder of the Company filed putative class action lawsuit in the U.S.
Added
The Company and the individual defendants moved to dismiss the Amended Complaint on July 11, 2025; briefing on that motion was completed on September 9, 2025. Discovery is stayed while the parties are awaiting a decision on the motion to dismiss.
Removed
Item 4. Mine Safety Disclosures. Not Applicable. 34 Part II
Added
On March 4, 2025, the Court stayed the litigation through the resolution of the motion to dismiss in the securities class action. We intend to vigorously defend ourselves against this lawsuit, and we believe the claims made in the report are without merit.
Added
Commitments and Contingencies” to our audited consolidated financial statements in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 35 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer or Affiliated Purchaser Common stock repurchases during the quarter ended December 31, 2024 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) October 1, 2024 – October 31, 2024 — — — $ 14.7 November 1, 2024 – November 30, 2024 1,205,480 $ 19.54 1,205,480 $ 91.2 December 1, 2024 – December 31, 2024 380,990 $ 18.95 380,990 $ 83.9 Total 1,586,470 1,586,470 (1) On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $50 million in the aggregate for (i) repurchases of the Company’s outstanding Class A Common Stock through December 31, 2024 and (ii) the withholding of shares as an alternative to market sales by certain executives to satisfy tax withholding requirements upon vesting of restricted stock awards.
Biggest changePurchases of Equity Securities by the Issuer or Affiliated Purchaser Common stock repurchases during the quarter ended December 31, 2025 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) October 1, 2025 – October 31, 2025 — $ — — $ — November 1, 2025 – November 30, 2025 977,380 $ 17.97 977,380 $ 181.4 December 1, 2025 – December 31, 2025 963,244 $ 18.06 963,244 $ 164.0 Total 1,940,624 1,940,624 (1) On November 13, 2024, the Company’s Board of Directors authorized the 2024 SRP, which authorized up to $100.0 million in the aggregate for (i) repurchases of the Company’s outstanding Class A Common Stock through December 31, 2026 and (ii) the RSA Withholding Program.
The graph assumes an initial investment of $100.00 at the close of trading on June 10, 2021 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance. Item 6. Reserved. 36
The graph assumes an initial investment of $100.00 at the close of trading on June 10, 2021 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance. Item 6. Reserved. 37
The following graph depicts the total cumulative stockholder return of our Class A Common Stock from June 10, 2021, the first day of trading of our Class A Common Stock on the NYSE, through December 31, 2024, relative to the performance of the Nasdaq Composite, Nasdaq Computer and Russell 2000 indices.
The following graph depicts the total cumulative stockholder return of our Class A Common Stock from June 10, 2021, the first day of trading of our Class A Common Stock on the NYSE, through December 31, 2025, relative to the performance of the Nasdaq Composite, Nasdaq Computer and Russell 2000 indices.
The 2024 SRP supplements the 2022 SRP. 35 Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
The 2025 SRP supplements the 2024 SRP. 36 Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
There is no established public trading market for our Class B Common Stock. Stockholders As of February 14, 2025, there were 196 holders of record of our Class A Common Stock and 10 holders of record of our Class B Common Stock.
There is no established public trading market for our Class B Common Stock. Stockholders As of February 13, 2026, there were 138 holders of record of our Class A Common Stock and 11 holders of record of our Class B Common Stock.
On November 13, 2024, the Company's Board of Directors authorized a new stock repurchase program for up to $100 million of Company’s Class A Common Stock through December 31, 2026 (the “2024 SRP”).
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 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDuring the year ended December 31, 2023, we used $25.7 million of cash in financing activities, primarily due to the repurchase of $13.4 million of our common stock repurchased under our share repurchase and RSA withholdings program and payment of acquisition-related liabilities of $15.5 million, partially offset by $3.1 million paid by certain employees under the ESPP.
Biggest changeDuring the year ended December 31, 2024, we used $97.6 million of cash for investing activities, primarily consisting of capital expenditures of $25.7 million (including a $19.8 million investment in data and partnership agreements), website and software development costs of $16.0 million and business and asset acquisitions and other investments of $55.8 million (net of cash acquired). 48 Net cash (used for) / provided by financing activities During the year ended December 31, 2025, we used $120.8 million of cash for financing activities, primarily due to the repurchase of $121.0 million of shares of our common stock repurchased under the 2024 SRP and 2025 SRP (each as defined below), including the RSA Withholding Program (as defined below), and the payment of acquisition-related liabilities of $6.3 million, partially offset by receipts from our 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and exercise of options of $6.5 million.
Business combination and goodwill We utilize 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.
Business combination and goodwill We utilize 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 assets acquired and liabilities assumed at the acquisition date.
Contracts with customers may include multiple services. We determine whether those services are distinct from each other, and therefore performance obligations are to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation. We determine the standalone selling price for various performance obligations in the customer contracts that require significant judgment.
Contracts with customers may include multiple services. We determine whether those services are distinct from each other, and therefore performance obligations are to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation. 51 We determine the standalone selling price for various performance obligations in the customer contracts that require significant judgment.
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 expense, net Interest expense, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits.
We 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.
Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Policies and 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.
Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Policies and Estimates.” 41 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.
We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term. 40 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 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.
Treasury rates at the time of grant that approximate the expected term of the option. • Expected dividend yield: We have never declared or paid any dividends and do not expect to pay any dividends in the foreseeable future. • Expected term: We estimate the expected term using the “simplified method” as we do not have sufficient historical exercise data. • Current value of the underlying asset: This is based on the VWAP (volume weighted average price) of our stock as of the date of issuance of PSUs. 50 • Expected volatility: Expected volatility is estimated by considering the historical volatility of similar publicly-traded companies for which share price information is available.
Treasury rates at the time of grant that approximate the expected term of the option. • Expected dividend yield: We have never declared or paid any dividends and do not expect to pay any dividends in the foreseeable future. • Expected term: We estimate the expected term using the “simplified method” as we do not have sufficient historical exercise data. 52 • Current value of the underlying asset: This is based on the VWAP (volume weighted average price) of our stock as of the date of issuance of PSUs. • Expected volatility: Expected volatility is estimated by considering the historical volatility of similar publicly-traded companies for which share price information is available.
Other expenses consist 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.
Other expenses / (income) consist 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.
We perform an annual goodwill impairment test on October 1 every year based on financial statements as of September 30. Goodwill impairment is assessed based on a comparison of the fair value of our reporting units to the underlying carrying value of the reporting unit’s net assets, including goodwill. As of December 31, 2024, we have four reporting units.
We perform an annual goodwill impairment test on October 1 every year based on financial statements as of September 30. Goodwill impairment is assessed based on a comparison of the fair value of our reporting units to the underlying carrying value of the reporting unit’s net assets, including goodwill. As of December 31, 2025, we have four reporting units.
Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the Existing Senior Secured Credit Facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period.
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.
The fair value of shares purchased under our ESPP was determined using the Black-Scholes-Merton model and PSUs subject to market conditions was determined using the Monte-Carlo Simulation Method, and the related stock-based compensation is recognized over the expected vesting term.
The fair value of shares purchased under the 2021 ESPP was determined using the Black-Scholes-Merton model and PSUs subject to market conditions was determined using the Monte-Carlo Simulation Method, and the related stock-based compensation is recognized over the expected vesting term.
For the years ended December 31, 2024 and 2023, annual goodwill impairment test, we elected to bypass the qualitative assessment for the four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units.
For the years ended December 31, 2025 and 2024, annual goodwill impairment test, we elected to bypass the qualitative assessment for the four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units.
Key assumptions used to determine the fair value of stock options, shares purchase under our ESPP and PSUs subject to market conditions were as follows: • Risk-free interest rate: The risk-free interest rate is based on the U.S.
Key assumptions used to determine the fair value of stock options, shares purchase under the 2021 ESPP and PSUs subject to market conditions were as follows: • Risk-free interest rate: The risk-free interest rate is based on the U.S.
Contingent consideration estimates may change based on actual results and may differ from management’s current expectations. For more information refer to Note 7 Acquisitions and Note 8 Acquisition-Related Liabilities to our consolidated financial statements and notes thereto included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.
Contingent consideration estimates may change based on actual results and may differ from management’s current expectations. For more information refer to “Note 7. Acquisitions and Note 8. Acquisition-Related Liabilities” to our consolidated financial statements and notes thereto included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.
We anticipate interest expense to be impacted by changes in variable interest rates. Other expenses / (income) Other expenses / (income) primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses.
We anticipate interest expense to be impacted by changes in variable interest rates. 42 Other expenses / (income) Other expenses / (income) primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on assets and foreign exchange gains and losses.
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 IT services associated with the ongoing research and maintenance of internal use software.
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.
See Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Purchases of Equity Securities by the Issuer or Affiliated Purchaser” for more information on the 2022 SRP and 2024 SRP.
See Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Purchases of Equity Securities by the Issuer or Affiliated Purchaser” for more information on the 2024 SRP and 2025 SRP.
Quarterly Financial Information (Unaudited) The following table sets forth the Company’s quarterly consolidated statement of operations data for each of the four quarters in the one-year period ended December 31, 2024.
Quarterly Financial Information (Unaudited) The following table sets forth the Company’s quarterly consolidated statement of operations data for each of the four quarters in the one-year period ended December 31, 2025.
Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets. We also purchase and license data content from multiple data providers to develop the proprietary databases of information for client use.
Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets. We also purchase and license data content from multiple data providers to develop the proprietary databases of information.
Adjusted EBITDA and adjusted EBITDA margin Adjusted EBITDA is a non-GAAP financial measure defined as net income / (loss) adjusted for interest expense, net, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including IPO) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other expenses.
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 expenses / (income).
Repurchases and withholdings during any given fiscal period under the 2022 SRP and 2024 SRP will reduce the number of weighted-average common shares outstanding for the period.
Repurchases and withholdings during any given fiscal period under the 2024 SRP and 2025 SRP will reduce the number of weighted-average common shares outstanding for the period.
Stock-based compensation The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSU”), performance-based stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company’s employee stock purchase plan (“ESPP”), is based on the 41 estimated fair value of the awards on the date of grant or date of modification of such grants.
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.
Between January 1, 2024 and December 31, 2024, our sales team increased by 16 sales employees, and we expect to continue to invest in our go-to-market efforts in 2025. We have significantly enhanced our sales techniques in order to build a collaborative environment that encourages cross-selling and implemented a new learning and development program for our sales team.
Between January 1, 2025 and December 31, 2025, our sales team increased by 36 sales employees, and we expect to continue to invest in our go-to-market efforts in 2026. We have significantly enhanced our sales techniques in order to build a collaborative environment that encourages cross-selling and implemented a new learning and development program for our sales team.
As a result, the subsequent first quarter tends to reflect lower activity levels and lower performance. In addition, political and advocacy customers are impacted by political cycles, with generally higher activity in presidential election years.
As a result, the subsequent first quarter tends to reflect lower activity levels and lower performance. In addition, political and advocacy customers are impacted by political cycles, with generally higher activity in presidential and, to a lesser extent, midterm election years.
We also maintain an ESPP pursuant to which participants may purchase shares of our Class A Common Stock through payroll contributions. We account for all stock-based payment awards using a fair value-based method.
We also maintain the 2021 ESPP pursuant to which participants may purchase shares of our Class A Common Stock through payroll contributions. We account for all stock-based payment awards using a fair value-based method.
Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth. Our Agile Intelligence suite is a module that provides actionable insights to our customers and serves as an entry point into the ZMP.
Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth. Our Zeta Answers suite is a module that provides actionable insights to our customers and serves as an entry point into the ZMP.
We define “scaled customers” as customers from which we generated at least $100,000 in revenues in the trailing twelve months. Our long-term growth and operating results will depend on our ability to attract more scaled customers as we address their most pressing marketing automation needs. We will continue to focus on enterprises across multiple geographies.
We define “super-scaled customers” as customers from which we generated at least $1,000,000 in revenues in the trailing twelve months. Our long-term growth and operating results will depend on our ability to attract more super-scaled customers as we address their most pressing marketing automation needs. We will continue to focus on enterprises across multiple geographies.
General and administrative expenses General and administrative expenses primarily consist of computer and telecom expenses, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs.
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.
As of December 31, 2024, we had an accumulated deficit of $1,028.3 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.
As of December 31, 2025, we had an accumulated deficit of $1,059.8 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.
During the year ended December 31, 2024, we borrowed $1.3 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility. We do not engage in off-balance sheet financing arrangements.
During the year ended December 31, 2025, we borrowed $6.3 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility. We do not engage in off-balance sheet financing arrangements.
We calculate the number of scaled and super-scaled customers at the end of each reporting period as the number of customers billed during each applicable period. As of December 31, 2024, we had 527 scaled customers representing 98% of total revenue in 2024, compared to 452 scaled customers as of December 31, 2023, representing 97% of total revenue in 2023.
We calculate the number of scaled and super-scaled customers at the end of each reporting period as the number of customers billed during each applicable period. As of December 31, 2025, we had 602 scaled customers representing 97% of total revenue in 2025, compared to 527 scaled customers as of December 31, 2024, representing 98% of total revenue in 2024.
We plan to incur additional general and administrative expenses to support our growth. Even as cost of revenues (excluding depreciation and amortization) and other operating expenses fluctuate over time and may be negatively impacted by factors beyond our control, we plan to remain focused on making necessary investments to drive long-term growth.
Even as cost of revenues (excluding depreciation and amortization) and other operating expenses fluctuate over time and may be negatively impacted by factors beyond our control, we plan to remain focused on making necessary investments to drive long-term growth.
On August 30, 2024, we refinanced and replaced the Existing Senior Secured Credit Facility by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”) and (ii) a $350.0 million senior secured revolving credit facility (the “Revolving Facility”).
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”).
For 2024 and 2023, we derived 70% and 72% of our revenues from direct platforms, respectively, and 30% and 28% 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.
For 2025 and 2024, we derived 74% and 70% of our revenues from direct platforms, respectively, and 26% and 30% 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.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our management’s discussion and analysis of financial condition and results of operations included in this document generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our management ’ s discussion and analysis of financial condition and results of operations included in this document generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this document can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this document can be found in “Management ’ s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 26, 2025.
While our significant accounting policies are described in more detail in Note 2 Basis of Presentation and Significant Accounting Policies in our consolidated financial statements included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Basis of Presentation and Significant Accounting Policies” in our consolidated financial statements included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Our transition to this hunter/farmer sales model has included focusing more of our sales team on growth of existing scaled customers and aligning scaled customers with sellers that have specific industry expertise. Expand Sales to Existing Customers We adhere to a “land, expand, extend” sales model.
Our transition to this hunter/farmer sales model has included focusing more of our sales team on growth of existing scaled customers and aligning scaled customers with sellers that have specific industry expertise. Expand Sales to Existing Customers We adhere to a “land, expand, extend” sales model. After prospecting and landing new customers, we focus on expanding sales to such customers.
Our Agile Intelligence ® suite (formerly known as Opportunity Explorer) 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.
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.
We determine the amount of internal software costs to be capitalized based on the amount of time spent by our developers on projects in the application stage of development. There is judgment involved in estimating the time allocated to a particular project in the application stage.
The estimated useful life of our website and software development costs is three years. We determine the amount of internal software costs to be capitalized based on the amount of time spent by our developers on projects in the application stage of development. There is judgment involved in estimating the time allocated to a particular project in the application stage.
The gross proceeds from the offering were $242.2 million, and net proceeds after underwriting discounts, commissions and offering expenses were approximately $229.0 million. As of December 31, 2024, we had cash and cash equivalents of $366.2 million and net working capital, consisting of current assets less current liabilities of $417.2 million.
The gross proceeds from the offering were $242.2 million, and net proceeds after underwriting discounts, commissions and offering expenses were approximately $229.0 million. As of December 31, 2025, we had cash and cash equivalents of $319.8 million and net working capital, consisting of current assets less current liabilities of $256.3 million.
For the year ended December 31, 2024, we recorded an income tax benefit of $5.2 million, which primarily related to the partial release of our U.S. valuation allowance as a business combination consummated during 2024, created a source of future taxable income, partially offset by an income tax provision for foreign taxes.
For the year ended December 31, 2024, we recorded an income tax benefit of $5.2 million, primarily related to the partial reversal of our U.S. federal and state valuation allowance, as the acquisition of LiveIntent consummated during 2024, created a source of future taxable income, partially offset by an income tax provision for foreign taxes.
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 December 31, 2024, we had $200.0 million (net of $3.7 million of unamortized debt acquisition costs) of outstanding long-term borrowings.
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 December 31, 2025, we had $197.1 million (net of $2.9 million of unamortized debt acquisition costs) of outstanding long-term borrowings.
See Note 13 Stock Based Compensation to our consolidated financial statements for further details.
See “Note 13. Stock-Based Compensation” to our consolidated financial statements for further details.
Once a project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization using the straight-line method. We annually assess whether triggering events are present to review internal-use software for impairment. The estimated useful life of our website and software development costs is three years.
We assess whether an enhancement creates additional functionality to the software, and qualifies the costs incurred for capitalization. Once a project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization using the straight-line method. We annually assess whether triggering events are present to review internal-use software for impairment.
Interest expense, net Year Ended December 31, Change 2024 2023 Amount % Interest expense, net $ 7,147 $ 10,939 $ (3,792 ) (34.7 )% Interest expense, net decreased by $3.8 million, or 34.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to higher interest income earned on our money market accounts and short-term deposits.
Interest expenses, net Year Ended December 31, Change 2025 2024 Amount % Interest expenses, net $ 371 $ 7,147 $ (6,776 ) (94.8 )% Interest expenses, net decreased by $6.8 million, or 94.8%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to higher interest income earned on our money market accounts and short-term deposits.
This increase was primarily driven by higher employee-related costs of $38.8 million and other sales and marketing-related expenses of $12.4 million, which were partially offset by lower stock-based compensation of $25.2 million.
This increase was primarily driven by higher employee-related costs of $42.4 million, partially offset by lower stock-based compensation of $14.9 million and other sales and marketing-related expenses of $2.0 million.
Factors Affecting Results of Operations The following factors have been important to our business, and we expect them to impact our results of operations and financial condition in future periods: New Scaled Customer Acquisition We are focused on increasing the number of scaled customers that adopt the ZMP in their enterprises.
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. 38 Factors Affecting Results of Operations The following factors have been important to our business, and we expect them to impact our results of operations and financial condition in future periods: New Super-Scaled Customer Acquisition We are focused on increasing the number of super-scaled customers that adopt the ZMP in their enterprises.
ARPU for our super-scaled customers increased 27% to $5.7 million (across 148 customers) for the year ended December 31, 2024, compared to $4.5 million (across 131 customers) for the year ended December 31, 2023.
ARPU for our super-scaled customers increased 8% to $6.2 million (across 184 customers) for the year ended December 31, 2025, compared to $5.7 million (across 148 customers) for the year ended December 31, 2024.
With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Consumer Data Platform ("CDP+") now integrates LiveIntent’s identity graph, improving identity resolution while maintaining compliance with evolving privacy standards.
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.
We calculate the scaled customer ARPU as revenue for the corresponding period divided by the number of scaled customers at the end of that period. We believe that scaled customer ARPU is useful for investors because it is an indicator of our ability to increase revenue and scale our business.
Scaled and Super-Scaled Customer ARPU We believe that our ability to increase scaled customer ARPU is an indicator of our ability to grow the long-term value of existing customer relationships. We calculate the scaled customer ARPU as revenue for the corresponding period divided by the number of scaled customers at the end of that period.
Cash flows The following table summarizes our cash flows for the periods presented: For year ended December 31, 2024 2023 Net cash provided by / (used for): Cash provided by operating activities $ 133,861 $ 90,523 Cash used for investing activities (97,586 ) (54,215 ) Cash provided by / (used for) financing activities 197,923 (25,652 ) Effect of exchange rate changes on cash and cash equivalents 227 (34 ) Net increase in cash and cash equivalents $ 234,425 $ 10,622 Net cash provided by operating activities During the year ended December 31, 2024, net cash provided by operating activities of $133.9 million resulted primarily from adjusted non-cash items of $242.8 million, more than offsetting our net loss of $69.8 million.
Cash flows The following table summarizes our cash flows for the periods presented: For year ended December 31, 2025 2024 Net cash provided by / (used for): Cash provided by operating activities $ 198,902 $ 133,861 Cash used for investing activities (124,213 ) (97,586 ) Cash (used for) / provided by financing activities (120,817 ) 197,923 Effect of exchange rate changes on cash and cash equivalents (265 ) 227 Net (decrease) / increase in cash and cash equivalents $ (46,393 ) $ 234,425 Net cash provided by operating activities During the year ended December 31, 2025, net cash provided by operating activities of $198.9 million resulted primarily from adjusted non-cash items of $278.5 million, more than offsetting our net loss of $31.5 million.
Net cash used for investing activities During the year ended December 31, 2024, we used $97.6 million of cash in investing activities, primarily consisting of capital expenditures of $25.7 million (including a $19.8 million investment in data and partnership agreements), website and software development costs of $16.0 million and business and asset acquisitions and other investments of $55.8 million (net of cash acquired).
Net cash used for investing activities During the year ended December 31, 2025, we used $124.2 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $90.3 million (net of cash acquired), website and software development costs of $20.1 million, and capital expenditures of $13.8 million (including a $5.1 million investment in data and partnership agreements).
December 31, 2024 2023 Scaled customers 527 452 Scaled customers increased 17% to 527 as of December 31, 2024, compared to 452 as of December 31, 2023, primarily due to higher usage of platform among our customers and new additions to our scaled customer base.
Year ended December 31, 2025 2024 Scaled Customers 602 527 Super-Scaled Customers 184 148 Scaled customers increased 14% to 602 as of December 31, 2025, compared to 527 as of December 31, 2024, primarily due to higher usage of our platform among our customers and new additions to our scaled customer base.
On November 13, 2024, the Company's Board of Directors authorized a new stock repurchase program for up to $100.0 million of Company’s Class A Common Stock through December 31, 2026 (the “2024 SRP”). The 2024 SRP supplements the 2022 SRP.
Share Repurchase and RSA Withholding Program On November 13, 2024, the Company’s Board of Directors authorized a stock repurchase and withholding program (the “2024 SRP”) of up to $100.0 million in the aggregate of the Company’s outstanding shares of Class A Common Stock through December 31, 2026.
As a result, we expect our enterprise customer base to grow and propel greater platform deployment and usage. While we do not believe our competitors offer a comparable all-in-one platform solution for marketing automation, certain competitors offer point solutions that compete with specific tools and products we offer as part of the ZMP.
While we do not believe our competitors offer a comparable all-in-one platform solution for marketing automation, certain competitors offer point solutions that compete with specific tools and products we offer as part of the ZMP. Potential customers may also elect to build in-house solutions for marketing automation.
We estimate the recognition of unrecognized stock-based compensation as follows, subject to future forfeitures: Year ended December 31, 2025 2026 2027 2028 Total $ 119,916 $ 56,570 $ 31,277 $ 11,848 $ 219,611 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.
We estimate the recognition of unrecognized stock-based compensation as follows, subject to future forfeitures: Year ended December 31, 2026 2027 2028 2029 Total $ 151,174 $ 70,221 $ 29,295 $ 3,672 $ 254,362 43 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.
Scaled customers We measure and track the number of scaled customers on a trailing twelve months basis because our ability to attract new scaled customers, grow our scaled customer base and retain or expand our business with existing scaled customers is both an important contributor to our revenue growth and an indicator to investors of our measurable success.
We no longer intend to include metrics with respect to our scaled customers in our quarterly reports on Form 10-Q, as these metrics are expected to be less relevant. 40 Scaled and Super-Scaled Customers We measure and track the number of scaled customers on a trailing twelve months basis because our ability to attract new scaled customers, grow our scaled customer base and retain or expand our business with existing scaled customers is both an important contributor to our revenue growth and an indicator to investors of our measurable success.
This increase was primarily driven by an increase in employee related costs of $13.2 million, higher consulting fees of $2.0 million and higher stock-based compensation of $1.4 million.
This increase was primarily driven by higher employee-related costs of $17.3 million, stock-based compensation of $5.8 million and consulting fees of $3.4 million.
Year ended December 31, 2024 2023 Net loss $ (69,771 ) $ (187,481 ) Net loss margin (6.9 )% (25.7 )% Add back: Depreciation and amortization 56,100 51,149 Restructuring expenses — 2,845 Acquisition-related expenses 8,229 203 Capital raise related expenses 1,624 — Stock-based compensation 194,984 242,881 Other (income) / expenses (115 ) 7,820 Interest expense, net 7,147 10,939 Income tax (benefit) / provision (5,176 ) 1,037 Adjusted EBITDA $ 193,022 $ 129,393 Adjusted EBITDA margin 19.2 % 17.8 % 45 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.
Year ended December 31, 2025 2024 Net loss $ (31,509 ) $ (69,771 ) Net loss margin (2.4 )% (6.9 )% Add back: Depreciation and amortization 72,039 56,100 Acquisition-related expenses 20,281 8,229 Restructuring expenses 3,152 — Capital raise related expenses — 1,624 Stock-based compensation 177,821 194,984 Other expenses / (income) 38,088 (115 ) Interest expenses, net 371 7,147 Income tax benefit (1,578 ) (5,176 ) Adjusted EBITDA $ 278,665 $ 193,022 Adjusted EBITDA margin 21.4 % 19.2 % 47 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.
Estimates are based on management's judgment and the best available information, and as such actual results could differ from those estimates.
Estimates are based on management’s judgment and the best available information, and as such actual results could differ from those estimates. While our significant accounting policies are described in more detail in “Note 2.
Selling and marketing expenses Year Ended December 31, Change 2024 2023 Amount % Selling and marketing expenses $ 314,514 $ 288,441 $ 26,073 9.0 % Selling and marketing expenses increased by $26.1 million, or 9.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Selling and marketing expenses Year Ended December 31, Change 2025 2024 Amount % Selling and marketing expenses $ 340,040 $ 314,514 $ 25,526 8.1 % Selling and marketing expenses increased by $25.5 million, or 8.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Depreciation and amortization Year Ended December 31, Change 2024 2023 Amount % Depreciation and amortization $ 56,100 $ 51,149 $ 4,951 9.7 % Depreciation and amortization expense increased by $5.0 million, or 9.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Depreciation and amortization Year Ended December 31, Change 2025 2024 Amount % Depreciation and amortization $ 72,039 $ 56,100 $ 15,939 28.4 % Depreciation and amortization increased by $15.9 million, or 28.4%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Year ended December 31, 2024 2023 Scaled customer ARPU (in thousands) $ 1,868 $ 1,572 39 Scaled customer ARPU increased 19% to $1,868 thousand for the year ended December 31, 2024, compared to $1,572 thousand for the year ended December 31, 2023, primarily due to higher usage of our platform among scaled customers.
Year ended December 31, 2025 2024 Scaled Customer ARPU (in thousands) $ 2,109 $ 1,868 Super-Scaled Customer ARPU (in thousands) $ 6,156 $ 5,713 Scaled customer ARPU increased 13% to $2.1 million for the year ended December 31, 2025, compared to $1.9 million for the year ended December 31, 2024, primarily due to higher usage of our platform among scaled customers.
This decrease was primarily driven by lower stock-based compensation of $23.1 million and professional services fees of $5.4 million, which were partially offset by higher computer and telecom related expenses of $16.0 million, employee related costs of $7.0 million and other general and administrative expenses of $4.8 million.
This increase was primarily driven by higher technology and infrastructure cost of $12.1 million, employee-related costs of $11.1 million, professional services fees of $9.6 million, and other general and administrative expenses of $3.4 million, partially offset by lower stock-based compensation of $7.8 million.
Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial condition and results of operations is disclosed in Note 2 Basis of Presentation and Significant Accounting Policies to our audited consolidated financial statements and notes thereto included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.
Basis of Presentation and Significant Accounting Policies” to our audited consolidated financial statements and notes thereto included in the “Financial Statements and Supplementary Data” section of this Annual Report on Form 10-K.
While it is difficult to predict adoption rates and future product demand, we are focused on continuing to innovate and create marketing automation products that address the business requirements of our customers better than alternative solutions. 38 Investment in Innovation We intend to invest in our business in order to drive long-term growth in an expanding market and capture economies of scale derived from a larger business base.
While it is difficult to predict adoption rates and future product demand, we are focused on continuing to innovate and create marketing automation products that address the business requirements of our customers better than alternative solutions.
During the year ended December 31, 2023, we used $54.2 million of cash in investing activities, primarily consisting of capital expenditures of $20.5 million (including a $16.2 million investment in data and partnership agreements), website and software development costs of $15.5 million and business and asset acquisitions and other investments of $18.2 million (net of cash acquired). 46 Net cash provided by / (used for) financing activities During the year ended December 31, 2024, net cash provided by financing activities of $198.0 million resulted primarily from the equity capital raise of $229.0 million, net proceeds from the credit facility refinancing of $11.6 million, $3.4 million paid by certain employees under the Company's employee stock purchase plan and exercise of options of $3.2 million, partially offset by payment of acquisition-related liabilities of $7.0 million, and repurchases of $42.2 million of our common stock under our share repurchase and RSA withholdings program.
During the year ended December 31, 2024, net cash provided by financing activities of $198.0 million resulted primarily from the equity capital raise of $229.0 million, net proceeds from the credit facility refinancing of $11.6 million, $3.4 million paid by certain employees under the Company’s employee stock purchase plan and exercise of options of $3.2 million, partially offset by payment of acquisition-related liabilities of $7.0 million, and repurchases of $42.2 million of our common stock under the 2024 SRP.
We exclude political and advocacy customers, which represented 8.0% and 1.8% of revenue for 2024 and 2023, respectively, from our calculation of annual NRR rate because of the biennial nature of these customers. Our customer loyalty is also reflected in the table below, which breaks down the tenure of our scaled customers for the year ended December 31, 2024.
Our annual NRR rate was 128.0% and 113.6% for the years ended December 31, 2025 and 2024, respectively. We exclude political and advocacy customers, which represented 1.0% and 8.0% of revenue for 2025 and 2024, respectively, from our calculation of annual NRR rate because of the biennial nature of these customers.
This increase was primarily driven by higher amortization expenses related to intangible assets. Acquisition-related expenses Year Ended December 31, Change 2024 2023 Amount % Acquisition-related expenses $ 8,229 $ 203 $ 8,026 NM* 43 Acquisition-related expenses were $8.2 million during the year ended December 31, 2024 as compared to $0.2 million for the year ended December 31, 2023.
This increase was primarily driven by higher amortization expenses related to intangible assets. Acquisition-related expenses Year Ended December 31, Change 2025 2024 Amount % Acquisition-related expenses $ 20,281 $ 8,229 $ 12,052 146.5 % Acquisition-related expenses increased by $12.1 million, or 146.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Future changes in the fair value of warrants and derivative liabilities depends on the Company entering into transactions that contain warrants or derivative features. Income tax provision / (benefit) We account for income taxes in accordance with ASC 740, Income Taxes , which requires an asset and liability approach for the financial accounting and reporting of income taxes.
Income tax (benefit) / provision We account for income taxes in accordance with ASC 740, Income Taxes , which requires an asset and liability approach for the financial accounting and reporting of income taxes.
We have concluded that the U.S. deferred tax assets are not realizable on a more-likely-than-not basis and that a full valuation allowance is required.
Based on the weight of existing objective evidence as of the balance sheet date, which includes cumulative losses in recent years, we have concluded that the U.S. deferred tax assets are not realizable on a more-likely-than-not basis and that a full valuation allowance is required.
Cost of revenues (excluding depreciation and amortization) Year Ended December 31, Change 2024 2023 Amount % Cost of revenues (excluding depreciation and amortization) $ 399,552 $ 274,482 $ 125,070 45.6 % 42 Cost of revenues (excluding depreciation and amortization) increased by $125.1 million, or 45.6%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Cost of revenues (excluding depreciation and amortization) Year Ended December 31, Change 2025 2024 Amount % Cost of revenues (excluding depreciation and amortization) $ 513,587 $ 399,552 $ 114,035 28.5 % Cost of revenues (excluding depreciation and amortization) increased by $114.0 million, or 28.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Research and development expenses Year Ended December 31, Change 2024 2023 Amount % Research and development expenses $ 90,679 $ 73,869 $ 16,810 22.8 % Research and development expenses increased by $16.8 million, or 22.8%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Research and development expenses Year Ended December 31, Change 2025 2024 Amount % Research and development expenses $ 117,173 $ 90,679 $ 26,494 29.2 % Research and development expenses increased by $26.5 million, or 29.2%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
During the year ended December 31, 2023, net cash provided by operating activities of $90.5 million resulted primarily from adjusted non-cash items of $303.3 million, more than offsetting our net loss of $187.5 million. Non-cash items include stock-based compensation of $242.9 million, depreciation and amortization of $51.1 million and a change in fair value of acquisition-related liabilities of $7.2 million.
During the year ended December 31, 2024, net cash provided by operating activities of $133.9 million resulted primarily from adjusted non-cash items of $242.8 million, more than offsetting our net loss of $69.8 million. Non-cash items include stock-based compensation of $195.0 million, depreciation and amortization expense of $56.1 million and deferred income tax benefit of $7.3 million.
As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded the respective carrying value of each reporting unit.
As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded the respective carrying value of each reporting unit. Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial condition and results of operations is disclosed in “Note 2.
Agile Intelligence suite has been a proven way to land scaled customers, with minimal cost of implementation and high value adoption. 37 Drive Increase to Average Revenue Per User During the year ended December 31, 2024, we experienced an increase in our scaled customer Average Revenue Per User (“ARPU”), which resulted in our revenues increasing for the year compared to the prior-year period.
Drive Increase to Average Revenue Per User During the year ended December 31, 2025, we experienced an increase in our scaled and super-scaled customer Average Revenue Per User (“ARPU”), which resulted in our revenues increasing for the year compared to the prior-year period.
Changes in working capital were primarily driven by increases in accounts receivable of $64.1 million and other assets of $1.3 million, partially offset by increases in accounts payable of $26.3 million and accrued expenses and other current liabilities of $12.0 million and a decrease in prepaid expenses of $1.1 million.
Changes in working capital were primarily driven by increases in accounts receivable of $77.2 million and prepaid expenses of $6.7 million and decreases in accounts payable of $8.5 million and deferred revenue of $9.3 million, partially offset by an increase in accrued expenses and other current liabilities of $42.7 million and other non-current liabilities of $4.7 million, and decreases in other current assets of $5.2 million and other non-current assets of $1.0 million.
These costs consist of the salaries and benefits of employees working on such software development to customize it to our needs. Capitalization begins during the application development stage, once the preliminary project stage has been completed. We assess whether an enhancement creates additional functionality to the software, and qualifies the costs incurred for capitalization.
Website and software development costs We capitalize the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries and benefits of employees working on such software development to customize it to our needs. Capitalization begins during the application development stage, once the preliminary project stage has been completed.
As part of this strategy, we expect to drive expansion in the number of channels per scaled customer. During the year ended December 31, 2024 and 2023, our channels per scaled customer were 2.3 and 2.1, respectively.
We expect that our ability to increase adoption of our products within existing customers increases our future opportunities through additional sales. As part of this strategy, we expect to drive expansion in the number of channels per super-scaled customer. During both the years ended December 31, 2025 and 2024, our channels per scaled customer were 2.3.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor more information, see Note 11 Credit Facilities to our audited consolidated financial statements and notes thereto included in the Financial Statements and Supplementary Data section of this Annual Report on Form 10-K. Foreign Currency Risk We have foreign currency risks related to a certain number of our foreign subsidiaries, in the UK, France, Belgium and India.
Biggest changeCredit Facilities” to our audited consolidated financial statements and notes thereto included in the Financial Statements and Supplementary Data section of this Annual Report on Form 10-K. Foreign Currency Risk We have foreign currency risks related to certain foreign subsidiaries, in the UK, France, Belgium and India.
Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange risks. We do not hold or issue financial instruments for speculative or trading purposes. Interest Rate Risk We are exposed to market risk from changes in interest rates on our Term Loan borrowings, which accrue interest at a variable rate.
Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange risks. We do not hold or issue financial instruments for speculative or trading purposes. Interest Rate Risk We are exposed to market risk from changes in interest rates on our Term Loan, which accrue interest at a variable rate.
We do not believe that a 10% change in the relative value of the U.S. dollar to other foreign currencies would have a material effect on our cash flows and operating results in currencies other than the U.S. dollar. 51 Inflation Risk In recent years, inflation increased significantly in the United States and overseas, resulting in rising wages and other costs.
We do not believe that a 10% change in the relative value of the U.S. dollar to other foreign currencies would have a material effect on our cash flows and operating results in currencies other than the U.S. dollar. 53 Inflation Risk In recent years, inflation increased significantly in the United States and overseas, resulting in rising wages and other costs.
As of December 31, 2024, we have not entered into any derivative financial instrument contracts to mitigate the interest rate risk on our $200.0 million Term Loan, and as a result, we are subject to the potential impact of rising interest rates, which could negatively impact our profitability and cash flows.
As of December 31, 2025, we have not entered into any derivative financial instrument contracts to mitigate the interest rate risk on our $200.0 million Term Loan, and as a result, we are subject to the potential impact of rising interest rates, which could negatively impact our profitability and cash flows.
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations. 52
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations. 54
Based upon the principal balance owed on our long-term borrowings as of December 31, 2024, a hypothetical one percentage point increase or decrease in the interest rate would increase or decrease our annual interest expense by $2.0 million. There were no material changes in market risk exposures as of December 31, 2024.
Based upon the principal balance owed on our long-term borrowings as of December 31, 2025, a hypothetical one percentage point increase or decrease in the interest rate would increase or decrease our annual interest expense by $2.0 million. There were no material changes in market risk exposures as of December 31, 2025. For more information, see “Note 11.

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