8-K
Zeta Global Holdings Corp. (ZETA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 24, 2025 |
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ZETA GLOBAL HOLDINGS CORP.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40464 | 80-0814458 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 3 Park Ave, 33rd Floor | ||
| New York, New York | 10016 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 212 967-5055 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.001 per share | ZETA | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September 27, 2025, Zeta Global Holdings Corp. (“Zeta”) entered into a Purchase Agreement (the “Purchase Agreement”) with Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”). The transactions contemplated by the Purchase Agreement were completed on November 24, 2025 (the “Closing”), at which time Zeta acquired the Sellers’ enterprise business (the “Marigold Enterprise Business”), including all of the equity interests of certain subsidiaries of the Sellers engaged in the enterprise business, in exchange for aggregate consideration of up to $325 million, subject to customary adjustments. The transaction proceeds consist of (i) $100 million of cash and 5,329,070 newly issued shares of Class A common stock of Zeta, par value $0.001 per share (“Zeta Stock”), delivered at the Closing and (ii) seller notes (the “Seller Notes”) that are payable within three months of Closing for an aggregate amount equal to up to $125 million (up to $50 million of which will be paid in cash, with the remaining $75 million paid, at Zeta’s election, in cash or newly issued shares of Zeta Stock). The number of shares of Zeta Stock to be issued in connection with the Seller Notes, if any, will be determined using a per share value calculated as the daily volume weighted average sales price per share of Zeta Stock on the New York Stock Exchange for each of the 30 consecutive trading days ending on and including the trading day that is the third trading day prior to the date of the maturity of the Seller Notes. Zeta has agreed to register the shares of Zeta Stock issued at the Closing and any shares of Zeta Stock issued in connection with the Seller Notes (collectively, the “Stock Consideration”) for resale under the Securities Act of 1933, as amended (the “Securities Act”).
Zeta is issuing the Stock Consideration in reliance upon the exemptions from registration afforded by Section 4(a)(2) under the Securities Act.
Latham & Watkins LLP, counsel to Zeta, has issued an opinion regarding the validity of the shares of Zeta Stock issued at the Closing and the shares to be issued in connection with the Seller Notes. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On November 24, 2025, Zeta issued a press release announcing that it closed its previously announced acquisition of the Marigold Enterprise Business and is updating its guidance for the quarters ending December 31, 2025 and March 31, 2026 and for fiscal year 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
Zeta will file the financial statements of the Marigold Enterprise Business required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information
Zeta will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Latham & Watkins LLP |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated November 24, 2025 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Zeta Global Holdings Corp. | |||
|---|---|---|---|
| Date: | November 24, 2025 | By: | /s/ Christopher Greiner |
| Christopher Greiner <br>Chief Financial Officer |
EX-5.1
| Exhibit 5.1 |
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November 24, 2025
Zeta Global Holdings Corp.
3 Park Ave, 33rd Floor New York, New York 10016
Re: Registration Statement No. 333-281929; Up to 10,329,070 shares of Class A Common Stock, par value $0.001 per share
To the addressees set forth above:
We have acted as special counsel to Zeta Global Holdings Corp., a Delaware corporation (the “Company”), in connection with the sale of up to 10,329,070 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), by the selling stockholder (the “Selling Stockholder”) named in the Prospectus (as defined below), including (a) 5,329,070 shares of Class A Common Stock (the “Closing Shares”) issued in connection with that certain Purchase Agreement, dated September 27, 2025, by and among the Company, the Selling Stockholder and the other parties thereto (the “Purchase Agreement”) and (b) up to 5,000,000 shares of Class A Common Stock to be issued upon the repayment of promissory notes (the “Seller Notes”) issued by the Company pursuant to the Purchase Agreement (the “Seller Note Shares” and together with the Closing Shares, the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”),
| November 24, 2025<br><br>Page 2 |
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filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2024 (Registration No. 333-281929) (the “Registration Statement”), including a base prospectus dated September 4, 2024 (the “Base Prospectus”) and a prospectus supplement dated November 24, 2025 and filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof (a) the Closing Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable and (b) when the Seller Note Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Agreement and Seller Notes, the issue and sale of the Seller Note Shares will have been duly authorized by all necessary corporate action of the Company, and the Seller Note Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2025 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Latham & Watkins LLP
EX-99.1
Exhibit 99.1
Zeta Global Increases 2025 and 2026 Guidance following the Completion of the Marigold Acquisition
NEW YORK—November 24, 2025—Zeta Global (NYSE: ZETA), the AI marketing cloud, today announced it has increased 2025 and 2026 guidance following the completion of its acquisition of Marigold’s enterprise software business, including Marigold Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow.
The addition of Marigold’s enterprise technologies, customer base, and team expands Zeta’s global footprint and enhances the capabilities of the Zeta Marketing Platform. The acquisition strengthens Zeta’s AI-powered offering across loyalty, omni-channel engagement, and personalization, while increasing its penetration among Fortune 500 brands and subscription revenue streams.
“This acquisition is a powerful step forward for Zeta,” said David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta Global. “It’s a true 1+1=4 opportunity. By combining Marigold’s enterprise loyalty capabilities with Zeta’s AI and data-driven platform, we believe we can unlock even greater value for our clients, increasing ROI from 6x to more than 10x over time. Together, we are well positioned to deliver unmatched scale, intelligence, and performance to the world’s leading brands.”
Zeta acquired Marigold’s enterprise software business for aggregate consideration of up to $325 million, subject to customary adjustments. The transaction proceeds consist of (i) $100 million of cash and 5,329,070 newly issued shares of Class A common stock of Zeta, par value $0.001 per share (“Zeta Stock”), delivered at the Closing and (ii) seller notes (the “Seller Notes”) that are payable within three months of Closing for an aggregate amount equal to up to $125 million (up to $50 million of which will be paid in cash, with the remaining $75 million paid, at Zeta’s election, in cash or newly issued shares of Zeta Stock).
Guidance*:
Fourth Quarter 2025
Increasing revenue guidance to a range of $378.8 million to $381.8 million, which includes $15.8 million from Marigold’s enterprise software business and $363.0 million to $366.0 million from Zeta (unchanged from the third quarter 2025 earnings release). The revised guidance represents a year-over-year growth rate of 20% to 21%, and 23% to 24% when excluding political candidate, LiveIntent, and Marigold revenue.
Increasing adjusted EBITDA guidance to a range of $90.7 million to $91.5 million, up $1 million at the midpoint from the prior guidance of $89.7 million to $90.5 million. The revised guidance represents a year-over-year growth rate of 29% to 30% and an adjusted EBITDA margin of 23.8% to 24.2%.
Maintaining fourth quarter free cash flow guidance of $48.5 million, representing a year-over-year growth rate of 53%, conversion of 53%, and margin of 13%.
Full Year 2025
- Increasing revenue guidance to a range of $1,289 million to $1,292 million, which includes $15.8 million from Marigold’s enterprise software business and $1,273 million to $1,276 million from Zeta (unchanged from the third quarter 2025 earnings release). Revised guidance represents a year-over-year growth rate of 28%, and 26% when excluding political candidate, LiveIntent, and Marigold revenue.
- Increasing adjusted EBITDA to a range of $274.2 million to $275.1 million, up $1 million at the midpoint from the prior guidance of $273.7 million. Revised guidance represents a year-over-year growth rate of 42% to 43% and an adjusted EBITDA margin of 21.2% to 21.3%.
- Maintaining free cash flow guidance range of $156.9 million to $157.9 million, representing a year-over-year growth rate of 70% to 71% and a free cash flow margin of 12.1% to 12.2%.
First Quarter 2026
- Increasing revenue guidance to $362.0 million, which includes $47.5 million from Marigold’s enterprise software business and $314.5 million from Zeta (unchanged from the third quarter 2025 earnings materials). The revised guidance represents a year-over-year growth rate of 37%.
- Increasing adjusted EBITDA guidance to $60.0 million, up $4 million from the prior guidance of $56.0 million. The revised guidance represents a year-over-year growth rate of 28% and an adjusted EBITDA margin of 16.6%.
Full Year 2026
Increasing revenue guidance to at least $1,730 million, which includes at least $190 million from Marigold’s enterprise software business and $1,540 million from Zeta (unchanged from the third quarter 2025 earnings release). Revised guidance represents a year-over-year growth rate of 34%, and 20% when excluding political candidate and Marigold revenue.
Increasing adjusted EBITDA to $385.4 million, up $31.4 million from the prior guidance of $354.0 million. Revised guidance represents a year-over-year growth rate of 40% and an adjusted EBITDA margin of 22.3%.
Increasing free cash flow guidance to $224.0 million, up $15 million from the prior guidance of $209.0 million. Revised guidance represents a year-over-year growth rate of 42% and a free cash flow margin of 12.9%.
* This press release does not include a reconciliation of forward-looking adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow margin to forward-looking GAAP net income (loss), net income (loss) margin, net cash provided by operating activities, or net cash provided by operating activities margin, respectively, because the Company is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to the Company’s results.
2025 Guidance
| 4Q'25 Guidance Midpoint | FY'25 Guidance Midpoint | |
|---|---|---|
| Zeta Rev excluding Marigold & LiveIntent | $340.5M | $1,190.4M |
| % Ex LiveIntent, Marigold & Political Candidate Growth Y/Y | 23% | 26% |
| LiveIntent Revenue | $24.0M | $84.1M |
| Marigold Revenue | $15.8M | $15.8M |
| Total Zeta Revenue | $380.3M | $1,290.4M |
| % Growth Y/Y | 21% | 28% |
| Adjusted EBITDA | $91.1M | $274.7M |
| % Growth Y/Y | 29% | 42% |
| Adjusted EBITDA Margin | 24.0% | 21.3% |
| BPS Change Y/Y | 160 BPS | 210 BPS |
| Free Cash Flow | $48.5M | $157.4M |
| FCF Growth | 53% | 70% |
| Free Cash Flow Margin | 12.8% | 12.2% |
2026 Guidance
| 1Q'26 Guidance | FY'26 Guidance | |
|---|---|---|
| Zeta Rev excluding Marigold & Political Candidate | $314.5M | $1,525.0M |
| % Ex Marigold & Political Candidate Growth Y/Y | 19% | 20% |
| Marigold Revenue | $47.5M | At least<br><br>$190.0M |
| Political Candidate Revenue | $0 | $15.0 |
| Total Zeta Revenue | $362.0M | At least<br><br>$1,730.0M |
| % Growth Y/Y | 37% | 34% |
| Adjusted EBITDA | $60.0M | $385.4M |
| % Growth Y/Y | 28% | 40% |
| Adjusted EBITDA Margin | 16.6% | 22.3% |
| BPS Change Y/Y | (110) BPS | 100 BPS |
| Free Cash Flow | NA | $224.0M |
| FCF Growth | NA | 42% |
| Free Cash Flow Margin | NA | 12.9% |
About Zeta Global
Zeta Global (NYSE: ZETA) is the AI Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the industry’s largest proprietary databases and AI. Our enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.
Forward-Looking Statements This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about the expected benefits of the Marigold acquisition and our fourth quarter and full year 2025 and first quarter and full year 2026 guidance, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “guidance” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results.
The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to: our ability to achieve the expected benefits of the Marigold acquisition; global supply chain disruptions; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets and other macroeconomic factors beyond Zeta’s control; increases in our borrowing costs as a result of changes in interest rates and other factors; the impact of inflation, tariffs and changes in global trade policies on us and on our customers; potential fluctuations in our operating results, which could make our future operating results difficult to predict; underlying circumstances, including cash flows, cash position, financial performance, market conditions and potential acquisitions; prevailing stock prices, general economic and market condition; the impact of future pandemics, epidemics and other health crises on the global economy, our customers, employees and business; domestic and international political and geopolitical conditions or uncertainty, including political or civil unrest or changes in trade policy; our ability to innovate and make the right investment decisions in our product offerings and platform; the impact of new generative AI capabilities and the proliferation of AI on our business; our ability to attract and retain customers, including our scaled and super-scaled customers; our ability to manage our growth effectively; our ability to identify and integrate acquisitions or strategic investments, including the Marigold acquisition; our ability to collect and use data online; the standards that private entities and inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness of our platform and our ability to conduct business; a significant inadvertent disclosure or breach of confidential and/or personal information we process, or a security breach of our or our customers’, suppliers’ or other partners’ computer systems; and any disruption to our third-party
data centers, systems and technologies. These cautionary statements should not be construed by you to be exhaustive and the forward-looking statements are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
The fourth quarter and full year 2025 and first quarter and full year 2026 guidance provided herein are based on Zeta’s current estimates and assumptions and are not a guarantee of future performance. The guidance is subject to significant risks and uncertainties, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission (“SEC”), that could cause actual results to differ materially. There can be no assurance that the Company will achieve the results expressed by this guidance.
Contacts Investor Relations Matt Pfau ir@zetaglobal.com
Press Candace Dean press@zetaglobal.com