Zeta Global Holdings Corp.

Zeta sells software and data-driven marketing services that help large companies identify consumers, automate campaigns and deliver messages across email, web, mobile, social, connected TV and other channels.

Ticker

ZETA

Company

Zeta Global Holdings Corp.

Exchange

NYSE

Listing

listed

Sector

Marketing Technology / AI

The bull case is that Zeta can use its proprietary identity data, AI tools and land-expand sales model to take share from fragmented marketing stacks while converting rapid revenue growth into durable cash generation. The countercase is that acquisitions, large non-GAAP adjustments, stock compensation, privacy rules and dependence on access to consumer data make the quality and durability of that growth harder to judge than the headline numbers suggest.S1S2S3S5S6S7

• Zeta Global Holdings Corp. is listed on the New York Stock Exchange under ZETA. It operates a marketing-technology platform that combines proprietary data, AI and software to help enterprises acquire, retain and grow customer relationships.S1S2
• Zeta earns revenue primarily through subscription fees, volume-based utilization fees and professional services. Its platform delivers marketing across channels including email, search, social, mobile, display and connected TV.S1S2
• Q2 2026 revenue was $442.766 million versus $308.442 million in Q2 2025, an increase of 43.5%. Zeta reports the same change as 44% and says the result beat the midpoint of its own guidance by $23 million.S7
• The headline growth was not all organic. Marigold's Enterprise Business contributed $48.1 million of Q2 2026 revenue and $55.6 million in Q1. Zeta's own carve-out table puts Q2 revenue excluding LiveIntent, Marigold's Enterprise Business and political candidate revenue at $395 million against $443 million reported.S7
• Zeta's raised guidance separates the two growth rates itself. Full-year 2026 revenue growth is guided at 39% to 40%, but 24% to 25% excluding acquisitions and political candidate revenue.S7
• Q2 2026 produced Zeta's first quarterly GAAP profit in this reporting sequence. Income from operations was $16.924 million against a $5.105 million operating loss a year earlier, and net income was $8.173 million against a $12.814 million net loss. Zeta reports GAAP earnings per share of $0.03.S7
• The first half was still loss-making overall. H1 2026 revenue was $839.070 million, the operating result was a $1.915 million loss and the net result was a $5.074 million loss, against a $34.414 million net loss in H1 2025.S7
• Zeta reported Q2 adjusted EBITDA of $91.697 million and a 20.7% margin, versus $58.769 million and 19.1% a year earlier. The reconciliation added back $52.115 million of stock-based compensation, $22.658 million of depreciation and amortization, $8.226 million of other expenses, interest and taxes.S7
• Stock-based compensation remains larger than the GAAP profit by a wide margin. Q2 expense was $52.115 million against $8.173 million of net income, and H1 expense was $105.147 million.S7
• Q2 operating cash flow was $69.180 million, up 65% year over year. Company-defined free cash flow was $57.964 million at a 13.1% margin, up 73%. H1 operating cash flow was $118.914 million and H1 free cash flow was $99.646 million.S7
• Zeta had 197 super-scaled customers at June 30, 2026, up 17% year over year, with reported ARPU of $1.8 million for the quarter, also up 17%. The company defines these as customers generating at least $1 million of trailing-twelve-month revenue.S7
• At June 30, 2026, Zeta held $309.952 million of cash and cash equivalents, $524.708 million of goodwill, $185.350 million of net intangible assets and $197.481 million of long-term borrowings. Total stockholders' equity was $926.497 million against an accumulated deficit of $1.065 billion.S7
• On July 24, 2026, after quarter end, Zeta entered a five-year $1.0 billion senior secured credit facility consisting of a $250.0 million term loan A and a $750.0 million revolving facility, and repaid and terminated the prior agreement under which $200.0 million was outstanding. The company says the revolver was undrawn at closing.S8
• The new facility carries interest at SOFR plus 1.75% to 2.50% depending on leverage, and a covenant capping the consolidated net leverage ratio at 3.25 to 1.00, stepping up to 3.75 to 1.00 for four quarters after an acquisition of at least $100 million. Zeta names M&A, share repurchases and general corporate purposes as its uses.S8
• Zeta raised its outlook. Full-year 2026 guidance is $1.811 billion to $1.824 billion of revenue, $404.1 million to $406.3 million of adjusted EBITDA, $254.8 million to $255.8 million of company-defined free cash flow and GAAP earnings per share of $0.09 to $0.11. Q3 guidance is $469 million to $472 million of revenue and $115.0 million to $116.0 million of adjusted EBITDA. These are forecasts, not achieved results.S7
• The guidance release repeats that forward-looking adjusted EBITDA and free cash flow cannot be reconciled to forward-looking GAAP measures without unreasonable effort because potentially significant reconciling items cannot be estimated accurately.S7
• Rule of 64 and Rule of 49 are Zeta's own definitions, not accounting standards. Zeta defines each as revenue growth percentage plus adjusted EBITDA margin percentage reaching that number, the second version excluding M&A.S7
• H1 2026 financing and investing activity included $55.629 million of share repurchases and $50.811 million for acquisitions and other investments net of cash acquired. The earnings release does not name the acquisition target.S7
• Zeta announced three technology relationships that management cites as momentum. OpenAI models power Athena's conversational and agentic features from January 2026, Zeta joined the Snowflake-led Open Semantic Interchange in May 2026, and Palantir and Zeta announced in June 2026 that the Zeta Data Cloud would be rearchitected on Palantir Foundry.S9S10S11
• None of the three announcements discloses a contract value or binding financial terms. The only figure attached to any of them is Zeta's CEO projecting that the Palantir partnership could drive more than $100 million of annual revenue in the coming years, which is a company projection rather than booked business.S9S10S11
• The Snowflake relationship is an open-source standards initiative rather than a commercial contract. The Open Semantic Interchange is described as a vendor-neutral specification effort for data definitions.S11
• Zeta classifies revenue as direct platform when delivery occurs entirely through its own platform and integrated platform when third-party integrations are used. The Q2 2026 split was 72% direct and 28% integrated, against 75% and 25% in Q2 2025. For the first half the split was 73% and 27%, against 74% and 26%. The direct share is falling, not rising.S2S7
• Fiscal 2025 revenue was $1.305 billion, up 29.7%. Zeta attributed $84.2 million of revenue from new customers to acquisitions; the year still produced a $31.509 million GAAP net loss and $177.821 million of stock-based compensation.S1
• Super-scaled customers represented 87% of 2025 revenue. Zeta reported 184 such customers at year-end and 128.0% annual net revenue retention excluding political and advocacy customers.S1
• Zeta launched Athena for general availability in March 2026. The Q1 release says Athena accounted for more than 60% of AI-platform usage and drove more than seven times as many agent interactions in its first week, but these are issuer-reported adoption measures rather than audited revenue metrics.S3S5
• Zeta's Class A shares have one vote each and Class B shares have ten. At the April 17, 2026 record date, 23.638 million Class B shares represented 51.2% of total voting power while 225.610 million Class A shares represented 48.8%.S4
• The Q2 figures first appeared in an earnings release filed as an 8-K exhibit on August 4, 2026. Zeta filed the Form 10-Q for the June quarter the next day, and its income statement and balance sheet carry the same figures, so the release's headline numbers now stand on a filed report rather than an unaudited announcement.S7S12

• narrativeBull-case interpretation: proprietary identity data, customer usage growth and AI-assisted workflows could let Zeta replace point tools and win a larger share of enterprise marketing budgets. Q2 added the first GAAP profit and a higher adjusted EBITDA margin to that story, which is what the case needed. One quarter is not yet durability.
• narrativeOperating-leverage interpretation: the adjusted EBITDA margin rose to 20.7% from 19.1% while revenue grew 43.5%, which is the pattern the bull case predicts. The GAAP operating margin is still under 4%, so most of the leverage remains visible only after the add-backs.
• narrativePartnership interpretation: the OpenAI, Snowflake and Palantir announcements are read as evidence that Zeta sits inside the enterprise AI stack. They differ sharply in weight. Palantir involves rearchitecting Zeta's Data Cloud, OpenAI is a model-supply and roadmap relationship, and the Snowflake item is participation in an open standards body. Management groups all three as collaborations.
• narrativeAcquisition interpretation: Marigold adds subscription products, customers and cross-sell paths. It can also make headline growth look cleaner than integration economics actually are until retention, synergies and acquired-profit contribution become visible. The new $1.0 billion facility signals that more acquisitions are intended.
• narrativeBear-case interpretation: privacy opt-outs, weaker tracking access or tighter data rules could reduce the quality of Zeta's identity graph and the effectiveness of campaigns, weakening both differentiation and pricing. The filing identifies the mechanism but does not quantify the earnings impact.

• ▸The Q2 figures are unaudited. The Form 10-Q filed on August 5, 2026 is a quarterly report subject to review rather than audit, so the year's first audited confirmation of these numbers only arrives with the fiscal 2026 Form 10-K.S7
• ▸Q2's 43.5% revenue growth included $48.1 million from the acquired Marigold business. Zeta's own guidance puts growth excluding acquisitions and political revenue at 24% to 25% for the full year, close to half the headline rate.S7
• ▸The GAAP profit is thin next to the adjustments around it. Q2 net income was $8.2 million while stock-based compensation was $52.1 million and adjusted EBITDA was $91.7 million.S7
• ▸Guidance now carries a GAAP earnings-per-share commitment of $0.09 to $0.11 for 2026, raised from $0.02 to $0.04. A forecast that small leaves little room before the full year turns loss-making again.S7
• ▸The new $1.0 billion facility nearly doubles available credit from $550 million and is explicitly earmarked for acquisitions and buybacks. It raises capacity for both growth and leverage, subject to a 3.25 to 1.00 net-leverage covenant.S8
• ▸Zeta depends on collecting and using large amounts of consumer data. Privacy laws, one-stop deletion and opt-out tools, cookie restrictions and mobile tracking limits can shrink available signals or raise compliance costs.S1
• ▸Super-scaled customers generated 87% of 2025 revenue. Losing or reducing spend from a relatively small number of large customers could therefore matter disproportionately.S1
• ▸Marigold integration carries retention, execution and purchase-accounting risk. Goodwill stood at $524.7 million and net intangibles at $185.4 million at June 30, 2026, and expected cross-selling remains an outcome to prove.S6S7
• ▸The partnership announcements carry no disclosed contract value. The only number attached to any of them is the CEO's own projection of more than $100 million of annual revenue from Palantir in the coming years.S9
• ▸Zeta uses third-party publishers, media owners and strategic partners for part of delivery. Cost of revenues was $181.0 million in Q2, and the filed mix shows 28% of revenue running through integrated third-party platforms, up from 25% a year earlier.S7S12
• ▸Stock-based compensation remains economically meaningful. Q2 expense was $52.1 million and H1 expense was $105.1 million. At June 30, 2026 Zeta still carried $381.383 million of unrecognized compensation, down from $428.1 million three months earlier, to be recognized over a weighted-average 1.80 years.S12S7
• ▸Repurchases do not yet stop dilution. Zeta spent $55.6 million on buybacks in H1 while additional paid-in capital rose from $1.864 billion to $1.997 billion over the same period.S7
• ▸Class B shares have ten votes each and held a majority of voting power at the 2026 record date despite representing far fewer shares than Class A. Public shareholders do not have one-share-one-vote governance.S4
• ▸Marketing spending is cyclical and can weaken with economic conditions. Political-candidate revenue also creates election-cycle comparisons that management excludes from both its NRR calculation and its organic growth rates.S1S7
• ▸Zeta operates in an intensely competitive market and must keep its data, identity resolution, AI and omnichannel tooling relevant against current platforms and new entrants.S1
• ▸Large stores of personal and customer information create cyber and data-breach exposure. A successful incident could bring legal, regulatory, contractual and reputational costs.S1

Martech

— Marketing technology, software and data systems used to plan, automate, deliver and measure marketing.

ZMP

— Zeta Marketing Platform, the company's system for identity data, intelligence, automation and campaign delivery.

Identity graph

— A data model that links signals and identifiers believed to belong to the same consumer or household.

Omnichannel

— Coordinating customer engagement across several channels such as email, web, mobile, social and connected TV.

Direct platform revenue

— Revenue generated entirely through Zeta's own platform rather than through a third-party delivery integration.

Integrated platform revenue

— Revenue generated when Zeta's platform uses integrations with third-party platforms or delivery channels.

Super-scaled customer

— A customer that generated at least $1 million of revenue for Zeta over the trailing twelve months.

ARPU

— Average revenue per user, calculated here as period revenue divided by the number of super-scaled customers at period end.

NRR

— Net revenue retention, current-year revenue from returning customers divided by their prior-year revenue. Zeta excludes political and advocacy customers from its annual calculation.

Adjusted EBITDA

— Zeta's non-GAAP profit measure that adds back interest, tax, depreciation, amortization, stock compensation and several other listed items.

Free cash flow

— Zeta's non-GAAP measure of operating cash flow after capital expenditure, website and software-development costs, plus its exchange-rate adjustment.

Rule of 49 and Rule of 64

— Company-defined shorthand for revenue growth percentage plus adjusted EBITDA margin percentage reaching 49 or 64. The Rule of 49 version excludes acquisitions. Neither is an accounting standard.

Organic growth

— Growth excluding businesses that were bought. Zeta reports it as revenue excluding LiveIntent, Marigold's Enterprise Business and political candidate revenue.

Stock-based compensation

— Employee or service-provider pay delivered through shares or share-linked awards and recorded as an expense under GAAP.

Goodwill

— An acquisition asset representing purchase value not assigned to identifiable assets and liabilities. It can later be impaired.

Intangible asset

— A non-physical acquired asset such as customer relationships, completed technology or a trade name.

Net leverage ratio

— Debt less cash divided by a defined earnings measure. Zeta's credit agreement caps it at 3.25 to 1.00, with a temporary step-up after a large acquisition.

Term loan A

— A bank loan repaid on a fixed schedule over the life of the facility, here $250 million over five years.

Revolving credit facility

— A credit line that can be drawn, repaid and drawn again up to a limit, here $750 million and undrawn at closing.

Marigold

— The enterprise marketing-software business Zeta acquired in November 2025, including loyalty and campaign technologies.

Athena

— Zeta's AI assistant for marketing analysis, recommendations and workflow actions, launched for general availability in March 2026.

Open Semantic Interchange

— A Snowflake-led open-source initiative that defines a vendor-neutral specification for data definitions. Zeta joined it in May 2026.

Class B share

— Zeta common stock carrying ten votes per share, compared with one vote for each Class A share.

California Delete Act

— A California privacy law whose one-stop deletion and opt-out mechanism can increase the number of consumers removing data from marketing use.