Zeta Global Holdings Corp. (ZETA) SEC Filings & Earnings Calls

Valuation Allowance on Deferred Tax Assets

“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.” · word for word

Accumulated Deficit

“As of June 30, 2026, we had an accumulated deficit of $1,064.9 million.” · word for word

Integration Risk from Acquisitions

“The acquisition of Marigold’s Enterprise Business contributed to revenues of $48.1 million.” · word for word

Dependence on AI adoption and partnerships for continued growth; execution risk on AI monetization.

“We are still in the early stages of what the Zeta platform can do for enterprises.” · word for word

Forward-looking guidance not reconciled to GAAP due to unreasonable efforts; potential for non-GAAP adjustments.

“This press release does not include a reconciliation of forward-looking adjusted EBITDA... because the Company is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items” · word for word

Increased leverage with new $1.0B facility; covenant step-up may signal acquisition risk

“New facility increases total debt capacity; covenant step-up to 3.75x post-acquisition.”

Integration risk from Marigold acquisition

“Acquisition-related expenses of $1.7 million incurred in Q1 2026 related to Marigold's Enterprise Business acquisition.” · word for word

Restructuring execution risk

“Restructuring expenses increased 114.2% to $6.8 million due to higher employee termination costs.”

Accumulated deficit and net loss

“As of March 31, 2026, we had an accumulated deficit of $1,073.1 million.” · word for word

Dependence on AI platform adoption for sustained growth; competitive pressure in marketing cloud market.

“Company highlights AI-driven replacement cycle but faces competition from larger platforms.”

Customer Concentration Risk

“In 2025, our top ten customers accounted for more than one-third of our total revenue, and one customer accounted for more than 10% of our total revenue.” · word for word

Data Privacy Regulation Risk

“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.” · word for word

Usage-Based Revenue Instability

“A substantial portion of our revenue is derived from usage-based pricing, which is less stable than subscription-based pricing.” · word for word

Short Seller Attack Risk

“a short seller report published in November 2024 included claims around a perceived failure of our data collection practices to comply with potential changes to applicable laws, adversely impacting the price of our Class A Common Stock.” · word for word

Guidance excludes political candidate and Marigold's Enterprise Business revenue, which may affect comparability.

“Revenue growth rates exclude political candidate and Marigold's Enterprise Business revenue.”

Integration risk from Marigold acquisition; $325M consideration includes stock and seller notes.

“Acquisition of Marigold enterprise business for up to $325M; includes $100M cash, 5.3M shares, and up to $125M seller notes.”

Dilution risk from issuance of 5.3M shares and potential additional shares for seller notes.

“5,329,070 newly issued shares of Class A common stock delivered at Closing; up to $75M additional shares possible.” · word for word

Restructuring expenses

“During the nine months ended September 30, 2025, we recognized $3.2 million of restructuring expenses.” · word for word

Accumulated deficit

“As of September 30, 2025, we had an accumulated deficit of $1,066.4 million.” · word for word

Acquisition-related liabilities fair value changes

“Other expenses increased by $8.9 million, or 311%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This increase in other expenses was primarily driven by an increase in the fair value change of acquisition-related liabilities.” · word for word

Integration risk from Marigold acquisition; guidance excludes its contribution.

“Updated guidance does not include any contribution from Marigold’s enterprise software business.” · word for word