ZETA 10-K & 10-Q changes, risk factors and insider trading

• Our success and revenue growth depends on our ability to addadd, grow and retain scaled customers and convert our scaled customers into super-scaled customers.

• We may experience fluctuations in our operating results, including during presidential electionsand, 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.

• Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our recent acquisition of LiveIntent,Marigold’s Inc.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 governmentgovernment, or international regulatory actions that could negatively affect our business.

• 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 impactincurrence of our business and financial condition of incurring additional debt or issuingthe issuance of new debt or equity securities.

Our success and revenue growth depends on our ability to addadd, grow and retain scaled customers and convert our scaled customers into super-scaled customers.

Our success is dependent on regularly adding new customers, in particular new scaledsuper-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. Many of our contracts and relationships with customers do not include automatic renewal or exclusive obligations requiring them to use our platform or maintain or increase their use of our platform. Our customers, in particular our scaledsuper-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, we may not be successful at educating and training our new and existing customers on how to use our platform, in particular our advanced reporting tools, in order for them to benefit from it and generate revenues. Accordingly, we must continually work to win new scaledsuper-scaled customers and educate and retain existing scaledsuper-scaled customers, increase their usage of our platform and capture a larger share of their marketing spend, which may lead to an increase in our super-scaled customers.spend.

In 2024,2025, our top ten customers accounted for more than one-third of our total revenue, and noone customer accounted for more than 10% of our total revenue. Occasionally, we enter into separate contracts and billing relationships with individual marketing agencies that are owned by the same holding company and account for them as separate customers. However, if a holding company of multiple marketing agencies chooses to exert control over the individual agencies in the future and terminate their relationship with us, it could result in a disproportionate loss of revenue.

A substantial portion of our revenue is derived from usage-based pricing, which is less stable than subscription-based pricing. If our customers, in particular our scaledsuper-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. We cannot assure that our scaledsuper-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 scaledsuper-scaled customers to continue to grow our revenue. 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. We may not be able to replace scaledsuper-scaled customers who decrease or cease their usage of our platform with new scaledsuper-scaled customers that will use our platform to the same extent.

As part of our sales efforts, we invest considerable time and expense evaluating the specific organizational needs of our potential customers and educating these potential customers about the technical capabilities and value of our platforms and solutions. We may spend substantial time and resources prospecting for new business or responding to requests for proposals from potential customers, and these efforts may not result in us ultimately generating any revenue from a potential customer. It is possible that we will be unable to recover any of these expenses.

We may experience fluctuations in our operating results, including during presidential electionsand, 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.

Our quarterly and annual operating results have fluctuated in the past, and we expect our future operating results to fluctuate due to a variety of factors, many of which are beyond our control. Our liquidity and revenue can fluctuate quarter to quarter as certain of our customers have seasonal marketing activity. Historically, marketing activity is higher in the fourth quarter of the calendar year to coincide with the holiday shopping season as compared to the first quarter. As a result, the subsequent first quarter tends to reflect lower activity levels and lower performance. 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. Further, these factors may make it more difficult to make comparisons between prior, current and future periods. As a result, period-to-period comparisons of our operating results should not be relied upon as an indication of our future performance.

• the U.S. presidential and midterm election cycles potentially leading to higher revenue generation compared to non-election years;

We believe our corporate culture has been critical to our success, and we plan to continue to invest time and resources to continue building it. In particular, our human capital initiatives are a strategic imperative at Zeta. Our team is focused on driving inclusiveness, innovation and stronger business results by attracting a broader talent pool and creating a more inclusive work environment for all our employees around the world. Although we have adopted policies to promote compliance with laws and regulations as well as to foster a respectful workplace for all employees, our employees may fail to abide by these policies, relevant laws and regulations, or any new laws or regulations or interpretations of existing legal requirements. In addition to damaging our reputation, actual or alleged misconduct could affect the confidence of our stockholders, regulators and other parties and could have a material adverse effect on 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 LiveIntentMarigold’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.

As part of our growth strategy, we have acquired and may continue to acquire or invest in other businesses, assets or technologies that are complementary to and fit within our strategic goals. Acquisitions are inherently risky and if they fail, they can result in costly remediating steps such as litigation and divesture. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. The anticipated benefits of any acquisition (including our recent acquisition of LiveIntentMarigold’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 LiveIntentMarigold’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;

• complications in the integration of LiveIntentour recent acquisition of Marigold’s Enterprise Business or any other acquiredbusinesses businesseswe may acquire, or diminished prospects;

• failure to generate the expected financial results related to the LiveIntentrecent acquisition of Marigold’s Enterprise Business or other future acquisitions on a timely manner or at all;

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 couldwould dilute current stockholders’ holdings in our company. Borrowing to fund an acquisition would result in increased fixed obligations and could also subject us to covenants or other restrictions that could limit our ability to effectively run our business.

• compliance with foreign data privacy laws, such as the EU ePrivacy Directive,Directive GDPR,(and its local implementations), the UK dataPrivacy protectionand laws,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;

The technology industry is subject to increasing scrutiny that could result in U.S. government and/or international regulatory actions that could negatively affect our business.

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 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. The technology industry is subject to intense media, political and regulatory scrutiny, including on issues related to antitrust and artificial intelligence,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. If we become subject to such investigations, we could be liable for substantial fines and penalties, be required to change our products or alter our business operations, receive negative publicity, or be subject to civil litigation, all of which could harm our business. Lawmakers also have proposed new laws and regulations, and modifications to existing laws and regulations, that affect the activities of technology companies such as the recent efforts to eliminate or modify Section 230 of the Communications Decency Act. If such laws and regulations are enacted or modified, they could negatively impact us, even if they are not specifically intended to affect our company. In addition, the introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations and other scrutiny. The increased scrutiny of certain acquisitions in the technology industry also could affect our ability to enter into strategic transactions of our own or to acquire other businesses.

We have one of the largest compilations of personal data relating to U.S. and international consumers in the world. The ability of our platform to deliver high quality solutions to our customers is based on our technology’s capability to derive relevant, actionable insights from the data that we ingest into our systems and our ability to execute marketing programs across digital channels such as email, social media, website and other touchpoints to engage consumers. 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 also use various tracking technologies, both proprietary and those provided through third-party suppliers in order to connect to individuals across marketing channels for the purpose of targeting consumers and delivering campaigns. The future of these and other digital data collection practices is evolving, with some prominent companies in the industry recently announcing that they will implement their own individual data collection tools and phase out others. This approach may or may not be compatible with our current operations in those channels and platforms. It is yet to be determined if there will be an industry-wide framework for targeting consumers in a digital environment. Furthermore, regulatory and legislative actions may influence which data collection tools are permitted in various jurisdictions and may further restrict our data collection efforts. Without this incremental data, we may not have sufficient insight into the consumer’s activity to provide some of our current tools, which may impact our capacity to execute our customers’ programs efficiently and effectively.

Consumers can, with increasing ease, implement technologies that limit our ability to collect and use data to track and deliver our solutions across different marketing channels and platforms. Various digital tracking tools may be deleted or blocked by consumers. The most commonly usedSeveral 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. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track consumers while they are using applications other than their web browser on the device. Even if cookies and ad blockers do not ultimately have an adverse effect on our business, investor concerns about the utility and robustness of these tracking technologies could limit demand for our stock and cause its price to decline.

Actual or perceived failures to comply with applicable data protection, privacyprivacy, security and securitytechnology 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.

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.information and the regulation of technology more broadly. 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. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future. 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. For example, 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. See “Risks Related to Public Reporting Matters and an Investment in Our Class A Common Stock–Short sellers of our stock may be manipulative and may drive down the market price of our Class A Common Stock, harm our brand and reputation, and negatively impact our business, operating results and financial condition.”

In the U.S., numerous state laws impose standards relating to the privacy, security, transmission and breach reporting of personal information. Such laws and regulations are subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us, our customers and our strategic partners. For example, the CCPA createsrequires individualin-scope privacybusinesses rightsto, foramong other things: provide certain disclosures to California consumersresidents regarding the business’s collection, use, and imposesdisclosure privacyof their personal information; receive and securityrespond obligationsto requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California resident personal information on entitiesthe handlingbusiness’s personal information.behalf. 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. Further,Similar asstate amended by the California Privacy Rights Act, the CCPA imposes additionalcomprehensive data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It also created a new California data protection agency authorized to issue substantive regulations, which could result in increased privacy and information security enforcement. Similar laws are now in effect and enforceable in other states.states and have been proposed in additional states, which creates a patchwork of overlapping but different state laws. Additionally, state regulators may exercise greater scrutiny regarding the collection and processing of personal information for purposes of online advertising, marketing, and analytics. These laws and their requirements could have a material adverse effect on our financial performance, and any liability from failure to comply with the requirements of these laws could adversely affect our financial condition. Beginning in 2026, the California Delete Act will require certain entities to delete data relating to California consumers at their request through a state-owned portal. The impacts of this law will not be fully known until late 2026, but it could potentially decrease our ability to reach California consumers.

Furthermore,In addition, the Federal Trade Commission (“FTC”) and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive. The FTC sees failure to take appropriate steps to keep consumers’ personal information secure as constituting unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. The FTC has in recent years conducted enforcement actions against other companies that created new precedents that may require us to adjust our business practices. Future FTC enforcement actions against marketing companies could result in more material impacts to us.

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,Act, 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. For example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other communication with consumers by phone, fax or text message. TheAs such, the actual or perceived improper calling of customer phones or sending of text messages may subject us to potential risks, including liabilities or claims relating to the TCPA. Further, the FTC and the Federal Communications Commission have been active in expanding regulatory and enforcement activities related to TCPA-covered practices. State laws in Connecticut and Marylandhave created additional requirements and penalties for violations relating to telemarketing and SMS marketing. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. Any future such litigation against us could be costly and time-consuming to defend. In particular, the TCPA and related state laws impose significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. 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. Additional laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act. Litigation targeting standard commercial online marketing practices under such laws and other state or federal wiretapping, video privacy, or invasion of privacy statutes has proliferated since 2024, and is expected to continue through 2026. We or our clients have and may in the future have to defend or settle related lawsuits. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

New requirements relating to automated, browser-based, or one-stop opt-out mechanisms (“OOMs”) such as the Global Privacy Control, the forthcomingDelete opt-outRequest mechanismand forOpt-Out dataPlatform brokers(“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. This could result in Zeta having less access to consumer data, impacting performance of our services or resulting in loss of business.

Our operations abroad may also be subject to increased scrutiny or attention from data protection authorities. 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.EEA and the UK. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance. Since we are subject to the supervision of relevant data protection authorities under both the EU GDPR and the UK GDPR, we could be fined under each of these regimes independently, in respect of the same breach. Penalties for certain breaches are up to €20 million / £17.5 million or 4% of the annual global revenues of the noncompliant company, whichever is greater.

Among other requirements, the GDPR also regulates transfers of personal data subjectout toof the GDPREEA and/or the UK to third countries that have not been found to provide adequate protection to such personal data, including the U.S.; inIn Julyrelation 2020,to thesuch Courtcross border transfers of Justice of the EU (“CJEU”) limited how organizations could lawfully transfer personal datadata, from the EU/European Economic Area (“EEA”) to the U.S. by invalidating the Privacy Shield for purposes of international transfers and imposing further restrictions on the use of standard contractual clauses (“SCCs”) by stating reliance on SCCs alone may not be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. European court and regulatory decisions subsequent to the CJEU decision have taken a restrictive approach to international data transfers. Further the European Commission published revised standard contractual clauses for data transfers from the EEA (mandatory for new transfers since September 27, 2021, and for existing transfers since December 27, 2022) and the UK Information Commissioner’s Office published its own new data transfer standard contracts for data transfers from the UK (mandatory for new transfers since September 21, 2022 and for existing transfers since March 21, 2024). Wewe 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. As supervisorythe authorities issue furtherregulatory guidance onand personalenforcement landscape in relation to data exporttransfers mechanisms,continue and/orto start taking enforcement action,develop, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing. The GDPRGDPR, alsoePrivacy imposesDirective (and its local implementations) and PECR impose conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies.technologies as well as to standards for consent. If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases, as seen in recent guidance and decisions continues, this could lead to additional costs, require systems changes, limit the effectiveness of our marketing and personalization offerings, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities. In light of the complex and evolving nature of EU, EU Member State and UK privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws and violations of such laws could result in regulatory investigations, fines, orders to cease / change our use of such technologies, as well as civil claims including class actions, and reputational damage. In July 2021, we received a notice from Norwegian authorities of an intent to impose a fine for our alleged failure to adhere to the GDPR with respect to the collection of personal data via cookies in their country. We challenged the Norwegian Data Protection Authority’s (“DPA”) decision, and in October 2024, the DPA issued a final order in the case citing a breach of the GDPR, but reducing the fine to zero.

Increased scrutiny regarding the use of such technologies and the use of personal data for online advertising practices, together with adverse rulings on these issues, even if not directly against us, may have a direct impact on our ability to continue to collect and process personal data for the services that we provide and could adversely impact our business activities. Changes proposed by providersProviders of major browsers tocould change, 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, 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 effectiveness of our platform relies in part on our ability to collect and use online data, so these changes could adversely affect our business.

Our data-driven platform may also be subject to laws and evolving regulations regarding the provision of digital services as well as the use of artificial intelligenceAI and machine learning,learning in such digital services, controlling for data bias, and antidiscrimination. 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 artificialAI. intelligence.In Europe, the EU Artificial Intelligence Act (the “EU AI Act”) establishes a comprehensive, risk-based governance framework for AI in the EU market, and the EU Digital Services Act (“DSA”) and the UK Digital Markets, Competition and Consumer Act 2024 (“DMCCA”) include, among other obligations, requirements related to digital services including content hosting requirements. The EuropeanEU CommissionNetwork alsoand recentlyInformation publishedSecurity 2 Directive (“NIS 2”) and its proposalEU forMember aState regulationimplementations implementingimpose harmonized rulesrequirements on artificialcloud intelligencecomputing services (including SaaS) providers, and amendingthe certainEU unionData legislativeAct acts.establishes Therequirements proposed regulation would impose additional restrictions and obligations onfor providers of artificialdata intelligenceprocessing systems,services (including cloud and SaaS) into the EU, including increasingrequirements transparencyto sofacilitate consumerscustomers knowswitching theyto areother interactingproviders/on-premise with an artificial intelligence system, requiring human oversight in artificial intelligence,solutions and prohibitingporting their data within certain timeframes (and affecting potential charges as well as mandatory contract terms), which may also impact revenue recognition practices. These laws and regulations may increase compliance costs, require changes to our processes, operations, and business practices which may adversely affect our ability to attract, retain and provide our services to customers, and may otherwise adversely affect our business, operations and financial condition including by exposing us to liability to monetary penalties and some private rights of artificialaction. intelligenceIn thataddition, couldif leadfederal, to physicalstate or psychological harm. If federal or stateinternational 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. 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 artificial intelligenceAI algorithms.

AAn significantunauthorized or inadvertent disclosure or breach of confidential and/or personal information we process,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.

In addition to internal technology, including proprietary software, databases, and other intellectual property, we also rely on computer hardware purchased or leased from, software licensed from, content licensed from and services provided by a variety of third parties, which include databases, operating systems, virtualization software, tax requirement content and geolocation content and services (collectively, “IT Systems”). The nature of our business means that we process large databases of personal information, including maintaining and storing large databases of such information, not only on our own behalf, but also on our customers’ and others’ behalf. 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 insidersinsiders, state-sponsored organizations, opportunistic hackers or hacktivists or other unauthorized third parties, or other data breaches. Such parties could attempt to gain entry to our or our vendor’s IT Systems (including by gaining employment at Zeta) for the purpose of stealing data, including confidential information or personal information, or breaching our security systems or other IT Systems. In particular, we (and certain of our third-party providers), like other organizations, especially in the digital marketing industry and marketing technology industry, are routinely subject to attempts by such threat actors (e.g., cybersecurity threats, attempted data privacy breaches, or other incidents), which if successful, may result in either threatened or actual exposure leading to unauthorized access, disclosure and misuse of confidential information, personal information or other information regarding customers, suppliers, partners, vendors, employees, or our company and business. 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,AI, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems or information.

Even where we have invested in industrysecurity standard security,measures, a breach may be due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our customers, vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees to disclose sensitive information or credentials that permit access to sensitive information through aprocesses process known aslike social engineering.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. Employee-related risks are increased by remote and hybrid working arrangements at our company (and at third-party providers) which increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Third parties and threat actors also may attempt to extort us through a ransomware or other similar form of attack by encrypting information IT Systems, rendering our IT Systems inoperable, or stealing intellectual property, confidential information, personal information, or other sensitive data, and demanding payment in return. Techniques used to obtain unauthorized access to, or sabotage IT Systems, change frequently, grow more complex over time, and often are not recognized until launched against a target. Additionally, any integration of AI in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Given the unpredictability of the timing, nature and scope of cybersecurity attacks and other security-related incidents, our technology may fail to adequately secure the data, including confidential information and personal information we maintain, and we cannot entirely eliminate the risk of improper or unauthorized access to or disclosure of such data, other security events that impact the integrity or availability of such data, or our IT Systems and operations and any data contained in such systems and operations. We may incur significant costs in protecting against or remediating such events, including cyber-attacks. Any security breach could result in operational disruptions that impair our ability to meet our customers’ requirements, which could result in decreased revenue. We carry insurance comparable to our industry. However, we cannot guarantee that our insurance coverage will be sufficient to cover all costs and liabilities incurred in relation to a security breach, or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective customers to reject our products in the future, deterring data suppliers from supplying us data or customers from uploading their data on our platform, or changing customers’ behaviors and use of our technology. Further, we could be forced to expend significant resources in response to a security breach, including those expended in notifying individuals and providing mitigating solutions, repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims (including class actions) or governmental inquiries and investigations, all of which could divert the attention of our management and key personnel away from our business operations.

Additionally, improving our platform’s infrastructure and expanding its capacity in anticipation of growth in new channels and formats, as well as implementing technological enhancements to our platform to improve its efficiency and cost-effectiveness are key components of our business strategy, and if our third-party data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any changes in the service levels at our third-party data centers or any errors, service interruptions, defects, disruptions, or other performance problems could adversely affect our reputation, expose us to liability, cause us to lose customers, or otherwise adversely affect our business, operating results and financial condition. Any software and hardware errors, misconfigurations, bugs or defects in such IT Systems could result in errors or a failure of our solutions, which could harm our business. Additionally, we cannot ensure that these third-party leases or licenses, or support for such leased or licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. We cannot be certain that our suppliers or licensors are not infringing the intellectual property rights of others or that our suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. In the future, we might need to license other hardware, software, content or services to enhance our products and meet evolving customer requirements. Any inability to license or otherwise obtain such hardware or software could result in a reduction in functionality, or errors or failures of our products, until equivalent technology is either developed by us or, if available, is identified, obtained through purchase or license, and integrated into our solutions, any of which may reduce demand for our solutions and increase our expenses. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and harm our results of operations.

We may be the target of fraudulent or malicious activities undertaken by persons seeking to use our platform for improper purposes. For example, someone may attempt to divert or artificially inflate customer purchases through our platform or attempt to disrupt or divert the operation of the systems and devices of our publishers and their consumers in order to misappropriate information, generate fraudulent billings or stage cyberattacks, or other unauthorized or illicit purposes. Those activities could also introduce malware through our platform in order to commandeer or gain access to confidential information or personal information. We use third-party tools and proprietary technology to identify non-human traffic and malware, and we may reduce or terminate relationships with customers that we find to be engaging in such activities. 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. Perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both us and third parties to improve processes for assessing the quality of publisher inventory and controlling fraudulent activity. In the meantime, new or changing data privacy laws (in particular outside the EUEU, UK and the U.S.) could potentially interfere with the data collection required in order to detect fraud. If we fail to detect or prevent fraudulent or malicious activity of this sort, our reputation could be damaged, customers may contest payment, demand refunds or fail to give us future business, or we could face legal claims or investigations from customers or regulators. Even if we are not directly involved in fraud or malicious activity, any sustained failures of others in our industry to adequately detect and prevent fraud could generate the perception that digital marketing is unsafe and lead our customers to avoid digital marketing products like ours.

Additionally, changes in the laws or regulations that limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications would also materially adversely impact our business. For example, Canada’s Anti-Spam Legislation (“CASL”) prohibits email marketing without the recipient’s consent, with limited exceptions. 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. These restrictions could prevent us from obtaining enough data to produce effective marketing results for our customers in these markets. Our use of email and other messaging services to send communications to consumers may also result in legal claims against us, for which we may incur increased expenses, and if successful might result in fines and orders with costly reporting and compliance obligations or might limit or prohibit our ability to send emails or other messages. We also rely on social networking messaging services to send communications and to encourage consumers to send communications. Changes to the terms of these social networking services to limit promotional communications, any restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by our customers’ end consumers could materially and adversely affect our business, financial condition and operating results.

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment (“ROI”). 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 Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The 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 application programming interface ("“API"”) integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.

The ZMP enhances our customers'customers’ ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our ConsumerZeta DataSuperGraph™ Platform ("CDP+") now integrates LiveIntent’s identity graph, improvingimproves identity resolution while maintaining compliance with evolving privacy standards. OurZeta AgileAnswers, Intelligence®our suiteintelligence (formerly known as Opportunity Explorer)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.

New ScaledSuper-Scaled Customer Acquisition

We are focused on increasing the number of scaledsuper-scaled customers that adopt the ZMP in their enterprises. We define “scaledsuper-scaled customers” as customers from which we generated at least $100,000$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 scaledsuper-scaled customers as we address their most pressing marketing automation needs. We will continue to focus on enterprises across multiple geographies. Between January 1, 20242025 and December 31, 2024,2025, our sales team increased by 1636 sales employees, and we expect to continue to invest in our go-to-market efforts in 2025.2026. 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. Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth. Our AgileZeta IntelligenceAnswers suite is a module that provides actionable insights to our customers and serves as an entry point into the ZMP. AgileZeta IntelligenceAnswers suite has been a proven way to land scaled customers, with minimal cost of implementation and high value adoption.

During the year ended December 31, 2024,2025, 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. Our scaled customer ARPU growth resulted primarily from the effects of transitioning our sales team model to focus a dedicated team on new business development and a separate team on training and educating new and existing users on our platform capabilities. 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.

We adhere to a “land, expand, extend” sales model. After prospecting and landing new scaled customers, we focus on expanding sales to such scaled customers. This includes increasing their use of one product and/or embedding multiple products within an enterprise with our AgileZeta IntelligenceAnswers suite serving as the connective tissue across multiple products. We have scaledsuper-scaled customers both in the U.S. and internationallyinternationally, and we believe we can achieve growth by cross-selling our existing solutions and introducing new features and functionalities within the platform. We expect that our ability to increase adoption of our products within existing scaled customers increases our future opportunities through additional sales. As part of this strategy, we expect to drive expansion in the number of channels per scaledsuper-scaled customer. During both the yearyears ended December 31, 20242025 and 2023,2024, our channels per scaled customer were 2.32.3. During the years ended December 31, 2025 and 2.1,2024, our channels per super-scaled customer were 3.3 and 3.0, respectively.

Our customer loyalty is also reflected in the table below, which breaks down the tenure of our scaled and super-scaled customers for the year ended December 31, 2024.2025.

In general, the marketing industry experiences seasonal trends that affect the vast majority of participants in the digital marketing ecosystem, as well as cyclicality in political activity in economic conditions. Historically, marketing activity is higher in the fourth quarter of the calendar year to coincide with the holiday shopping season as compared to the first quarter. 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 generally expect these seasonality and cyclicality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results.

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

Scaled customersand 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. We define scaled customers as customers from which we generated at least $100,000 in revenues during the trailing twelve months. As a subset of scaled customers, we define super-scaled customers as customers from which we generated at least $1.0 million in revenues during the trailing twelve months. 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, 2024,2025, 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 2024,2024. As of December 31, 2025, we had 184 super-scaled customers representing 87% of total revenue in 2025, compared to 452148 scaledsuper-scaled customers as of December 31, 2023,2024, representing 97%84% of total revenue in 2023.2024.

Scaled customers increased 17%14% to 602 as of December 31, 2025, compared to 527 as of December 31, 2024, compared to 452 as of December 31, 2023, primarily due to higher usage of our platform among our customers and new additions to our scaled customer base. Of our scaled customers, 148184 and 131148 are super-scaled customers as of December 31, 20242025 and 2023,2024, respectively. Super-scaled customers increased 24% to 184 as of December 31, 2025, compared to 148 as of December 31, 2024.

Scaled customerand Super-Scaled Customer ARPU

Scaled customer ARPU increased 19%13% to $1,868$2.1 thousandmillion for the year ended December 31, 2025, compared to $1.9 million 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. ARPU for our super-scaled customers increased 27%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, compared to $4.5 million (across 131 customers) for the year ended December 31, 2023.2024.

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

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

Interest expense,expenses, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Other 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 expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Income tax provision(benefit) / (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. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is established when we determine that it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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.

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSURSUs”), 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”),plan, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See “Note 1313. Stock BasedStock-Based Compensation” to our consolidated financial statements for further details.

Revenues increased by $277.0$298.9 million, or 38.0%,29.7%, for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The increase in revenues is attributable to incremental revenues of $158.2$108.0 million from new customers (including approximately $16.9$84.2 million from the acquisition of LiveIntent made during the year ended December 31, 2024acquisitions) and $118.8$190.9 million from existing customers.

Cost of revenues (excluding depreciation and amortization) increased by $125.1$114.0 million, or 45.6%,28.5%, for the year ended December 31, 20242025, as compared to the year ended December 31, 2023.2024. This increase was primarily driven by $119.3$89.9 million of incremental media costs related to incremental revenues, higher technology expenses of $6.1$22.8 million and employee relatedemployee-related costs of $0.6 million, partially offset by lower stock-based compensation of $1.0$1.3 million.

SellingGeneral and marketingadministrative expenses increased by $26.1$28.4 million, or 9.0%,13.9%, for the year ended December 31, 20242025, as compared to the year ended December 31, 2023.2024. This increase was primarily driven by higher technology and infrastructure cost of $12.1 million, employee-related costs of $38.8$11.1 millionmillion, professional services fees of $9.6 million, and other salesgeneral and marketing-relatedadministrative expenses of $12.4$3.4 million, which were partially offset by lower stock-based compensation of $25.2$7.8 million.

ResearchSelling and developmentmarketing expenses increased by $16.8$25.5 million, or 22.8%,8.1%, for the year ended December 31, 20242025, as compared to the year ended December 31, 2023.2024. This increase was primarily driven by anhigher increase in employee relatedemployee-related costs of $13.2$42.4 million, higherpartially consultingoffset feesby of $2.0 million and higherlower stock-based compensation of $1.4$14.9 million and other sales and marketing-related expenses of $2.0 million.

DepreciationResearch and amortizationdevelopment expenseexpenses increased by $5.0$26.5 million, or 9.7%,29.2%, for the year ended December 31, 20242025, as compared to the year ended December 31, 2023.2024. This increase was primarily driven by higher amortizationemployee-related expensescosts relatedof to$17.3 intangiblemillion, assets.stock-based compensation of $5.8 million and consulting fees of $3.4 million.

InterestDepreciation expense,and netamortization decreasedincreased by $3.8$15.9 million, or 34.7%,28.4%, for the year ended December 31, 20242025, as compared to the year ended December 31, 2023,2024. This increase was primarily duedriven by higher amortization expenses related to higherintangible interest income earned on our money market accounts and short-term deposits.assets.

DuringOther expenses increased by $38.2 million, for the year ended December 31, 2024,2025, weas hadcompared to other income of $0.1 million compared with other expenses of $7.8 million duringfor the year ended December 31, 2023.2024. This decreaseincrease in other expenses was primarily driven by aan decreaseincrease in the fair value change of acquisition-related liabilities recorded duringfor the year ended December 31, 20242025, as compared to the year ended December 31, 2023.2024.

Income tax benefit increased by $6.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. For the year ended December 31, 2024,2025, we recorded an income tax benefit of $5.2$1.6 million, which primarily related to the partial releasereversal of our U.S. federal and state valuation allowanceallowance, as athe businessacquisition combinationof the Marigold’s Enterprise Business consummated during 2024,2025 created a source of future taxable income, partially offset by an income tax provision for foreign taxes.and For the year ended December 31, 2023, we recorded an income tax provision of $1.0 million, which primarily related to an income tax provision for foreignstate taxes.

The effective tax rate for the year ended December 31, 20242025 was 6.9%4.8% and for the year ended December 31, 20232024 was negative 0.5%.6.9%. For both 20242025 and 2023,2024, our effective tax rates differ from the U.S. federal statutory rate of 21%21%, primarily related to changes in our U.S. valuation allowance as a result of business combinations described above. For both 2025 and 2024, we maintainmaintained a full valuation allowance against our U.S. net deferred tax assets based upon the weight of existing objective evidence.

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

During the year ended December 31, 2023,2025, we used $54.2$124.2 million of cash infor 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$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).

Net cash provided by / (used for) / provided by financing activities

During the year ended December 31, 2023,2025, we used $25.7$120.8 million of cash infor financing activities, primarily due to the repurchase of $13.4$121.0 million of shares of our common stock repurchased under ourthe share2024 repurchaseSRP and 2025 SRP (each as defined below), including the RSA withholdingsWithholding programProgram (as defined below), and the payment of acquisition-related liabilities of $15.5$6.3 million, partially offset by $3.1receipts millionfrom paidour by2021 certainEmployee employeesStock underPurchase Plan (the ESPP.“2021 ESPP”) and exercise of options of $6.5 million.

On August 30, 2024, we refinanced and replaced theour Existingprevious Seniorsenior Securedsecured Creditcredit Facilityfacility, dated February 3, 2021, by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”) and (ii) a $350.0 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the Existingprevious Seniorsenior Securedsecured Creditcredit Facilityfacility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of December 31, 2024,2025, we had $200.0$197.1 million (net of $3.7$2.9 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

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

Super-scaled customers increased 19%17% to 189197 as of MarchJune 31,30, 2026, compared to 159168 as of MarchJune 31,30, 20252025, primarily due to higher usage of our platform among our customers and new additions to our super-scaled customer base.

Super-scaled customer Average Revenue Per User (“ARPU”) increased 21%17% to $1.7$1.8 million (across 189197 customers) for the three months ended MarchJune 31,30, 2026, compared to $1.4$1.6 million (across 159168 customers) for the three months ended MarchJune 31,30, 2025.

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the threesix months ended MarchJune 31,30, 2026 and 2025, we derived 75%73% and 73%74% of our revenues from direct platforms, respectively, and 25%27% and 27%26% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Estimates.”

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

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

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Revenues increased by $131.9$134.3 million, or 49.9%,43.5%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase in revenues is attributable to incremental revenues of $87.0$75.9 million from new customers and $44.9$58.4 million from existing customers. The acquisition of Marigold’s Enterprise Business contributed to revenues of $55.6$48.1 million.

Cost of revenues (excluding depreciation and amortization) increased by $59.0$64.0 million, or 57.0%,54.7%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by $47.8$54.2 million of incremental media costs related to incremental revenues, higher employee-related costs of $6.7$5.9 million and technology expenses of $4.5$3.9 million.

General and administrative expenses increased by $19.4$13.7 million, or 35.8%,22.1%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by higher technology and infrastructure costcosts of $12.7$14.5 million, stock-based compensation of $1.2 million, employee-related costs of $3.7$0.2 million, and professional services fees of $1.3$0.2 million, andpartially offset by lower other general and administrative expenses of $2.3 million, partially offset by lower stock-based compensation of $0.6$2.4 million.

Selling and marketing expenses increased by $27.0$17.6 million, or 35.9%,20.4%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by higher employee-related costs of $18.6$12.3 million, stock-based compensation of $5.6$1.0 million and other sales and marketing-related expenses of $2.8$4.3 million.

Research and development expenses increased by $18.2$11.6 million, or 67.7%,38.1%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by higher employee-related costs of $9.9$6.4 million, stock-based compensation of $6.1$3.6 million and consulting fees of $2.2$1.6 million.

Depreciation and amortization increased by $5.8$5.3 million, or 33.0%,30.2%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

RestructuringCost expensesof revenues (excluding depreciation and amortization) increased by $3.6$123.0 million, or 114.2%55.8%, for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. This increase was primarily duedriven by $102.0 million of incremental media costs related to incremental revenues, higher employee terminationemployee-related costs dueof to$12.6 internalmillion restructuring.and technology expenses of $8.4 million.

OtherGeneral incomeand administrative expenses increased by $7.3$33.1 millionmillion, or 28.5%, for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. This increase in other income was primarily driven by ahigher decreasetechnology inand theinfrastructure fair value changecosts of acquisition-related$27.2 liabilitiesmillion, employee-related costs of $8.2$3.9 million, professional services fees of $1.5 million and stock-based compensation of $0.6 million, partially offset by foreignlower exchangeother lossgeneral and administrative expenses of $0.9$0.1 million due to the depreciation of the U.S. dollar against other currencies.million.

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company recorded an income tax benefit of $2.6$3.0 million and an income tax provision of $1.6$2.8 million, respectively, yielding an effective tax rate of 16.3%36.8% and negative 8.2%,9.0%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to athe limited tax benefit being recorded for U.S. operating losses in both periods and, for the three months ended March 31, 2026, no tax benefit being recorded for U.K. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets. For the six months ended June 30, 2026, the effective tax rate was also impacted by (i) non-deductible executive compensation under IRC Section 162(m), (ii) state and local taxes, (iii) incremental tax related to the base erosion and anti-abuse tax, and (iv) the impact of windfall tax benefits associated with stock-based compensation.

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

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

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $288.8$310.0 million and net working capital, consisting of current assets less current liabilities of $335.1$393.2 million. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1,073.1$1,064.9 million.

During the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities of $49.7$118.9 million resulted primarily from adjusted non-cash items of $71.8$152.6 million, more than offsetting our net loss of $13.2$5.1 million. Non-cash items include stock-based compensation of $53.0$105.1 million, depreciation and amortization expense of $23.5$46.2 million and a change in fair value of acquisition-related liabilities of $4.7$2.8 million. Changes in workingoperating capitalassets and liabilities were primarily driven by increases in prepaidaccounts expensesreceivable of $3.1$5.3 million and decreases in accrued expenses and other current liabilities of $8.4$11.5 million, accounts payable of $8.1$8.6 million and otherdeferred non-currentrevenue of $1.3 million, as well as payment of acquisition-related liabilities of $0.4$4.8 million,million related to the LiveIntent acquisition, partially offset by a decrease in other current assets of $8.1 million, accounts receivable of $0.7$2.4 million and other non-current assets of $0.5$0.3 million and an increase in deferredother revenuenon-current liabilities of $1.9$0.2 million.

During the threesix months ended MarchJune 31,30, 2025, net cash provided by operating activities of $34.8$76.8 million resulted primarily from adjusted non-cash items of $62.4$135.1 million, more than offsetting our net loss of $21.6$34.4 million. Non-cash items include stock-based compensation of $42.0$88.5 million, depreciation and amortization expense of $17.7$35.1 million and a change in fair value of acquisition-related liabilities of $3.5$9.2 million. Changes in workingoperating capitalassets and liabilities were primarily driven by decreasesincreases in accounts payablereceivable of $11.1$19.1 million,million and other current assets of $0.7 million and decreases in deferred revenue of $4.3$6.5 million and accrued expenses and other current liabilities of $3.7 million and an increase in other current assets of $0.7$3.5 million, partially offset by decreasesan increase in accounts receivablepayable of $11.4$2.7 million and other non-current liabilities of $1.2 million and decreases in prepaid expenses of $2.2$1.9 million.

During the threesix months ended MarchJune 31,30, 2026, we used $55.6$70.9 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $47.0$50.8 million (net of cash acquired), website and software development costs of $5.5$12.3 million, and capital expenditures of $3.0$7.8 million (including a $1.3 million investment in data and partnership agreements).

During the threesix months ended MarchJune 31,30, 2025, we used $7.4$16.2 million of cash for investing activities, primarily consisting of website and software development costs of $4.2$10.0 million, capital expenditures of $2.7$5.1 million (including a $1.3$2.6 million investment in data and partnership agreements), and $0.5$1.2 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

During the threesix months ended MarchJune 31,30, 2026, we used $25.7$58.6 million of cash for financing activities, primarily due to the repurchase of $25.7$55.6 million of shares of our common stock repurchased under the 2025 SRP (as defined below), including the RSA Withholding Program (as defined below). and payment of acquisition-related liabilities of $8.4 million, partially offset by receipts from the ESPP and exercise of options of $5.4 million.

During the threesix months ended MarchJune 31,30, 2025, we used $29.4$61.4 million of cash for financing activities, primarily due to the repurchase of $25.9$57.9 million of shares of our common stock repurchased under our prior stock repurchase program and RSA Withholding Program and payment of acquisition-related liabilities of $3.7$6.3 million, partially offset by receipts from the ESPP and exercise of options of $2.9 million.

On August 30, 2024, we refinanced and replaced our previous senior secured credit facility, dated February 3, 2021, by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”) and (ii) a $350.0 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the previous senior secured credit facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of MarchJune 31,30, 2026, we had $197.3$197.5 million (net of $2.7$2.5 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

We are currently in compliance with our financial covenants under the Senior Secured Credit Facility, and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. During the threesix months ended MarchJune 31,30, 2026, we borrowed $10.0 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility.

There have been no material changes to our contractual obligations as compared to the contractual obligations described in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2025 Annual Report.Report, other than those which occur in the normal course of business. See “Note 8. Commitments and Contingencies” to our condensed unaudited consolidated financial statements for disclosures on commitments and contingencies.

As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2025 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2025 SRP during the three months ended MarchJune 31,30, 2026.