Zeta Global Holdings Corp. SEC Filings

Zeta Global Holdings Corp. is offering 58,943 shares of its Class A common stock under a prospectus supplement, issuing the shares as payment for services to a contractual service provider. The shares are priced at $16.9655 per share, based on the five-day volume-weighted average price ending November 24, 2025. This is a primary, non-cash issuance, so the company states it will not receive cash proceeds; instead, the stock settles an existing obligation to the holder.

Zeta notes that its Class A common stock trades on the NYSE under the symbol ZETA, with a last reported price of $17.48 per share on November 24, 2025. As of September 30, 2025, Zeta had 214,155,561 shares of Class A common stock and 23,670,648 shares of Class B common stock outstanding, providing context for the size of this share issuance relative to its existing equity base.

Zeta Global Holdings Corp. has filed a prospectus supplement to register the resale of up to 10,329,070 shares of Class A common stock by a single selling stockholder, Marigold Group, Inc. These shares include 5,329,070 shares already issued in a private transaction under a Purchase Agreement dated September 27, 2025, and up to 5,000,000 additional shares that may be issued to repay up to $75,000,000 of Seller Notes, which have an aggregate potential repayment of up to $125,000,000.

The company is not issuing new shares for cash in this offering and will not receive any proceeds from the resale; all sale proceeds will go to the selling stockholder. Zeta will bear the registration expenses. As context, Class A common stock outstanding was 214,155,561 shares as of September 30, 2025, and Marigold Group’s position is shown as 10,329,070 shares, or 4.60% of Class A common stock before the resale.

Zeta Global Holdings Corp. (ZETA) has closed its acquisition of the Marigold Enterprise Business from Marigold Group and affiliates for aggregate consideration of up to $325 million, subject to customary adjustments. The deal includes $100 million in cash and 5,329,070 newly issued Class A shares at closing, plus seller notes of up to $125 million, with up to $50 million payable in cash and the remaining $75 million payable, at Zeta’s election, in cash or additional shares.

Zeta is issuing the stock component in a private transaction under Section 4(a)(2) and has agreed to register all stock delivered at closing and any shares issued under the seller notes for resale. Zeta also announced it has updated its guidance for the quarters ending December 31, 2025 and March 31, 2026 and for fiscal year 2026, as described in an accompanying press release.

Zeta Global Holdings Corp. (ZETA) reported an insider equity transaction on a Form 4. A director of the company reported a transaction dated 11/19/2025 involving Class A Common Stock with transaction code G, which indicates a bona fide gift. The director transferred 12,000 shares at a reported price of $0 per share.

After this transaction, the director reported owning 260,951 shares of Class A Common Stock directly and an additional 607,165 shares indirectly through a spouse. The filing indicates it was submitted for a single reporting person.

Zeta Global Holdings Corp. reported an insider ownership update on Form 4. A company officer (President) recorded a transfer of 684,803 shares of Class A Common Stock, coded G (gift), at $0 on 11/14/2025. Following the transaction, 878,451 shares are beneficially owned indirectly by the Evergreen Revocable Trust.

The filing notes the transfer was to a trust managed by an independent trustee for trust, estate and tax planning purposes, and it may also be used to satisfy tax withholding obligations arising from the vesting of certain restricted stock awards.

Zeta Global Holdings Corp. (ZETA) received an amended Schedule 13G (Amendment No. 5) reporting updated beneficial ownership by David A. Steinberg and ACI Investment Partners, LLC.

Steinberg reports beneficial ownership of 24,481,482 shares of Class A Common Stock, representing 10.3% of the class, based on 214,155,561 shares outstanding as of September 30, 2025. His positions include directly held Class A shares and Class B common stock that is convertible one-to-one into Class A, along with shares held by affiliated entities and family trusts. He reports 66,661 shares with sole voting and dispositive power, and 24,414,821 shares with shared voting power and 24,204,821 with shared dispositive power. A voting agreement covers 210,000 additional Class A shares.

ACI Investment Partners, LLC reports beneficial ownership of 18,832,478 shares, or 8.1% of the class, with shared voting and dispositive power over all such shares.

Zeta Global Holdings Corp. filed its quarterly report for September 30, 2025. Revenue reached $337.2 million for the quarter, up from $268.3 million a year ago, and $910.0 million for the nine months versus $691.1 million. The company posted income from operations of $8.8 million in the quarter compared with a loss last year, while net loss narrowed to $3.6 million. Cash from operations was $134.8 million for the nine months, ending with cash and equivalents of $385.2 million.

Zeta finalized purchase accounting for its 2024 LiveIntent acquisition, recording $176.5 million of goodwill and $78.2 million of identifiable intangibles. It also agreed to acquire Marigold’s enterprise software business for up to $325.0 million, comprising $100.0 million in cash, $100.0 million in Class A shares, and a seller note up to $125.0 million, subject to customary adjustments and closing conditions. Long‑term borrowings were $196.9 million, with a $550.0 million senior secured facility in place and $342.5 million remaining undrawn. Class A shares outstanding were 214,155,561 and Class B were 23,670,648 as of quarter‑end.

Zeta Global Holdings Corp. (ZETA) furnished quarterly results under Item 2.02. The company announced financial results for the quarter ended September 30, 2025 via a press release furnished as Exhibit 99.1. The information in this report, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.

The filing also lists the Class A common stock (ticker ZETA) on the NYSE. The report was signed by Chief Financial Officer Christopher Greiner on November 4, 2025.

The Vanguard Group filed an amended Schedule 13G (Amendment No. 4) reporting beneficial ownership of Zeta Global Holdings Corp common stock. Vanguard reported 21,725,597 shares beneficially owned, representing 10.15% of the class as of the event date 09/30/2025.

Vanguard reported 0 shares with sole voting power and 1,301,165 shares with shared voting power. It reported 20,190,017 shares with sole dispositive power and 1,535,580 shares with shared dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control. Vanguard notes its clients have the right to receive dividends or sale proceeds; no single client holds more than 5%.