Zeta Global (NYSE: ZETA) plans $325M cash-and-stock deal for enterprise business

Rhea-AI Filing Summary

Zeta Global Holdings Corp. has agreed to acquire the enterprise business of Marigold Group, Inc., Campaign Monitor Europe UK Ltd. and Selligent Holdings Limited for up to $325 million, in a mix of cash, newly issued Class A shares and a seller note.

At closing, Zeta will pay $100 million in cash and deliver $100 million in newly issued Class A common stock. A seller note of up to $125 million is due within three months of closing, with up to $50 million in cash and up to $75 million in cash or additional Zeta shares at Zeta’s election.

The number of shares issued will be based on Zeta’s 30‑day volume‑weighted average price before closing or note maturity. Zeta plans to rely on private placement exemptions and has agreed to register the stock consideration for resale. The company also reaffirmed its guidance for the quarter and full year 2025 and announced a conference call to discuss the deal.

Insights

M&A and Capital Structure Analyst

Zeta plans a sizable cash-and-stock deal with added note financing.

Zeta Global is committing up to $325 million to acquire the Sellers’ enterprise business, splitting consideration between immediate cash, newly issued equity and a seller note. This structure limits upfront cash outlay while still providing significant value to the Sellers at closing.

The mix includes $100 million cash and $100 million in Class A stock at closing, plus a seller note of up to $125 million payable within three months of Closing. Zeta may pay up to $75 million of that note in additional shares, tying total equity issuance to the 30‑day volume‑weighted average share price before Closing or note maturity.

Zeta intends to rely on Section 4(a)(2) and Rule 506 of Regulation D for issuing the stock consideration and has agreed to register those shares for resale. The company also reaffirmed guidance for the quarter and fiscal year ended on September 30, 2025, signaling that management’s expectations remain unchanged as it pursues this acquisition.

0001851003false00018510032025-09-272025-09-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): September 27, 2025

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40464	80-0814458
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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 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 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On September 30, 2025, Zeta Global Holdings Corp. (“Zeta”) issued a press release announcing that it had entered into the Purchase Agreement (as defined below) and is re-affirming its guidance for the quarter ended September 30, 2025 and fiscal year 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Zeta will host a conference call today, Tuesday, September 30, 2025, at 4:30 p.m. Eastern Time to discuss the transactions contemplated by the Purchase Agreement. A supplemental earnings presentation and a live webcast of the conference call can be accessed from Zeta’s investor relations website (investors.zetaglobal.com) where they will remain available for one year.

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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On September 27, 2025, 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”).

Upon consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), Zeta will acquire the Sellers’ 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 will consist of (i) $100 million of cash and $100 million of newly issued shares of Class A common stock of Zeta, par value $0.001 per share (“Zeta Stock”), delivered at closing and (ii) a seller note (the “Seller Note”) that is payable within three months of Closing for an 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 transactions contemplated by the Purchase Agreement and the Seller Note (“Stock Consideration”) 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 Closing or the date of the maturity of the Seller Note, as applicable. Zeta has agreed to register the shares of Zeta Stock issued as Stock Consideration for resale under the Securities Act.

Zeta intends to issue the Stock Consideration in reliance upon the exemptions from registration afforded by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including expectations regarding completion of the transactions contemplated by the Purchase Agreement and the time frame for Closing, if at all. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, that conditions to the Closing may not be satisfied, the potential impact on the Sellers’ enterprise business due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement, and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of Zeta’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and Zeta undertakes no obligation to revise or update any forward-looking statements, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 30, 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:	September 30, 2025	By:	/s/ Christopher Greiner
			Christopher Greiner Chief Financial Officer

FAQ

What acquisition did Zeta Global Holdings Corp. (ZETA) announce?

Zeta Global agreed to acquire the Sellers’ enterprise business for up to $325 million. The deal covers equity interests in certain subsidiaries of Marigold Group, Campaign Monitor Europe UK Ltd. and Selligent Holdings Limited engaged in the enterprise business, using a mix of cash, stock and a seller note.

How is the $325 million purchase price for ZETA’s acquisition structured?

The consideration includes cash, newly issued shares and a seller note. Zeta will pay $100 million in cash and $100 million in Class A common stock at closing, plus a seller note of up to $125 million payable within three months, partly in cash and potentially additional shares.

How will Zeta Global (ZETA) determine the number of shares issued in this deal?

The share count is tied to Zeta’s 30-day volume-weighted average price. The company will calculate shares using the average trading price over the 30 consecutive trading days ending three trading days before closing or seller note maturity, depending on when the stock is issued.

What securities law exemptions will Zeta Global (ZETA) use to issue stock consideration?

Zeta plans to rely on Section 4(a)(2) and Rule 506 of Regulation D. These exemptions allow private issuances of securities without immediate registration. Zeta has also agreed to register the stock consideration for resale under the Securities Act in a later registration statement.

Did Zeta Global (ZETA) change its financial outlook with this acquisition announcement?

Zeta reaffirmed its guidance for the quarter and fiscal year 2025. In the same communication announcing the Purchase Agreement, Zeta stated it is re-affirming guidance for the quarter ended September 30, 2025, and for fiscal year 2025, indicating unchanged expectations.

What did Zeta Global (ZETA) disclose about investor communications on this transaction?

Zeta scheduled a conference call and webcast to discuss the deal. The company planned a call at 4:30 p.m. Eastern Time on September 30, 2025, with a supplemental earnings presentation and replay available on its investor relations website for one year.