Zeta Global Holdings Corp. (ZETA) Business

Item 1. Business.

Overview

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”).

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 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’ 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 Zeta SuperGraph™ improves identity resolution while maintaining compliance with evolving privacy standards. Zeta Answers, our intelligence 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.

We designed the ZMP using a flexible, service-oriented architecture to support evolving AI-powered marketing use cases, facilitate rapid development of new solutions, and meet the growing complexity of marketing requirements. The ZMP is hosted in the Zeta Hybrid Cloud, which is a unique pairing of a public cloud (AWS/Google/Azure) deployment and self-hosted private cloud (VMware/Docker/Kubernetes) resources designed to facilitate workload management in a cost-effective, performant and efficient manner.

We have dedicated significant resources to building customer trust by strengthening data privacy, security, and AI governance within our platform. Our investments include enhanced identity security protocols, AI-driven compliance monitoring, and expanded data protection capabilities. These initiatives are supported by engineers, analysts, lawyers, policy experts and security specialists, leveraging hardware and software from leading vendors. Our platform provides advanced consent management capabilities, enabling precise application of opt-in and opt-out preferences across data sources, products, and customer engagements.

The ZMP is built on the following four pillars:

1. Zeta’s Data Platform

Zeta’s Data Platform has two major components:

Data Infrastructure

Zeta operates a deterministic system of record built on an in-house data lake architecture designed to support scale, performance, and reliability. This infrastructure includes our proprietary Zeta SuperGraph that enables identity resolution and relationship mapping across disparate data sources, as well as data pipelines and APIs that support the ingestion, normalization, governance, and activation of large volumes of structured and unstructured data.

Data Set

Our data set, which contains more than 245 million individuals in the U.S. and more than 535 million individuals globally, is a comprehensive mix of proprietary, partner, and publicly available data providing enhanced first-party resolution. This data set includes an average of more than 2,500 attributes per individual, which may be demographic, behavioral, psychographic, transactional, or indicative of preference.

On average, we ingest more than one trillion content consumption signals per month on a global basis and synthesize this information into hundreds of intent-based audiences, and Zeta Answers which can then be used to create marketing programs. All this data is managed through a proprietary database structure that has patented flexibility, speed and scalability.

1

2. AI-Native Infrastructure at Enterprise Scale

Our AI-native infrastructure is designed to operate at enterprise scale and support advanced analytics, automation, and decisioning across the ZMP. This infrastructure is tightly integrated with our data platform and includes proprietary systems for data ingestion, model training, inference, and real-time execution.

Our architecture supports continuous learning from large-scale behavioral data through automated training pipelines, streaming context collection, and adaptive model deployment. In addition, our platform includes orchestration and routing capabilities that enable requests, tasks, and workflows to be dynamically directed to the appropriate AI models and agent-based applications based on context, intent, and business objectives.

By building AI capabilities directly into our core platform—rather than layering them on as point solutions—we are able to deliver more reliable performance, faster innovation cycles, and consistent application of intelligence across analytics, engagement, and optimization use cases.

We leverage our AI technologies and proprietary data within the ZMP in a growing list of use cases, including:

• Seamlessly collect and ingest structured and unstructured data into the ZMP;

• Detect PII and apply data governance in accordance with business, state, and federal rules and regulations; and

• Enable ZMP users to create GenAI agents and workflows, which chain discrete tasks together for automations, including the creation of campaigns, creative, audiences, experiences, data onboarding processes, and analysis of analytics.

3. Omnichannel Engagement

Our platform provides integrated access to a wide range of omnichannel inventory and data sources, as well as third-party services and platforms. The ZMP integrates these third-party sources and services to enable our customers to deploy their targeted marketing programs through a wider range of channels, devices and formats, all within a single platform. This enables our customers to improve how they identify and engage the modern consumer who is using multiple devices and platforms (e.g., email, CTV, programmatic media, mobile applications, loyalty systems, website and social media).

4. Performance Optimization

Zeta’s platform provides AI-powered real-time analytics to our customers through a graphical dashboard and makes recommendations for improvement through the same interface. Our AI engineers continuously update the predictive AI models and machine learning algorithms to improve the ROI for our customers. Our AI models are continuously learning for each customer based on their objectives, leading to a continuous cycle of improvement and optimization for each customer.

Our Platform and Products

The ZMP is a single platform designed to enable enterprises to acquire, grow and retain consumer relationships more efficiently and effectively than alternative solutions available in the market. The platform consists of three core products (Email Service Provider (“ESP”), CDP+, and DSP) with modules that can be activated to meet our customers’ specific business needs. AI is native to the ZMP, unlocking new capabilities for identity-based personalization, automated optimization, and AI-powered forecasting. Our customers can purchase our products individually or in combination based on their evolving needs. We also offer various technical upgrades, consulting services, additional integrations, and access to ad-hoc data sources, services, and channels. As a result, our customers are incentivized to allocate an increasing percentage of their marketing budgets to our platform and to enter long-term contractual commitments.

Athena by Zeta™

Athena is the interface to Zeta’s AI-native infrastructure layer and intends to power all intelligent decisioning, automation, and user interaction across the ZMP. Athena is emerging as the orchestration layer that connects data, analytics, and activation, with the goal of enabling users to interact with the platform through natural-language and voice-enabled interfaces.

Athena is designed to collect contextual signals from user activity, data inputs, and business objectives, and to route requests to relevant AI models, agent-based applications, and platform services. Through this coordination, Athena aims to personalize user experiences, accelerate execution, and support more efficient and effective marketing outcomes across the customer lifecycle.

2

Messaging – ESP

Zeta Messaging, our ESP offering, provides our customers with end-to-end AI-powered omnichannel messaging capabilities. From segmentation to automation of campaigns, we deliver rich, individualized experiences that drive engagement through email, mobile, social and other digital channels. Using access to our intelligence tools, our ESP customers can expand their knowledge of their customers with past purchase behavior, channel preferences, real-time interests, and predictive intent. Our built-in AI not only selects audiences and automates campaigns, but it can also optimize content and recommendations dynamically, based on our intelligence-driven understanding of customer needs, interests, and forecasted behavior. As a component of the ZMP, Zeta Messaging offers integrated data management, enterprise-scale delivery and support, and sophisticated omnichannel orchestration. Our customers benefit from an account team committed to their success and backed by experts in strategy, content creation, data and analytics.

Data Management – CDP+

Our customers can use Zeta CDP+ as their system of record for all consumer information. Zeta CDP+ delivers a single, actionable view of customers and prospects that includes real-time identifiers and signals as well as other key attributes. Customers can consolidate multiple databases and internal and external data feeds, and organize their data based on their unique needs and performance metrics. By leveraging AI-driven identity resolution, Zeta CDP+ enables customers to better recognize and engage anonymous website visitors, activating individualized experiences across multiple channels. Zeta CDP+ maintains extensive technical flexibility, adapting to custom data schemas with limited or no pre-configuration required. If necessary, we can also engineer a deeper level of data integration between Zeta CDP+ and a customer’s unique marketing infrastructure.

Activation – DSP

Zeta’s DSP helps our customers to maximize the power of paid media to engage the right audiences with precision and efficiency. Zeta’s DSP delivers highly personalized, targeted experiences via desktop, inbox, mobile, CTV and social, among other addressable channels. It operates on one of the industry’s most durable and persistent identity graphs, anchored by people-based identifiers with minimal reliance on third-party cookies. In turn, Zeta’s DSP provides enhanced AI-driven attribution and real-time media optimization, reducing data loss across channels, while intelligently adjusting media spend for better ROI. Through our single-platform approach, we can integrate paid media and multichannel campaigns to deliver true cross-channel marketing across desktop, mobile, display and video, CTV, search, email, and web, among other channels. Our proprietary data provides customers with rich, real-time insights to drive campaign performance.

Intelligence Suite – Zeta Answers

Actionable intelligence is the foundation of the ZMP and our products. Powered by our Zeta SuperGraph, Zeta Answers synthesizes trillions of behavioral signals into intent-based scores tied to a unique individual. Our intelligence offerings further enhance audience insights, improving targeting precision, and measurement across channels. Based on our proprietary data and uniquely modeled intender scores, Zeta Answers presents immediate and actionable opportunities within the ZMP that our customers can leverage to drive growth. A closed-loop cycle from insight to activation enables our AI engine to quickly learn from available data, identify the most impactful signals and continuously refine customer outcomes. The Zeta Answers suite is seamlessly integrated into the fabric of the ZMP and is accessible through product modules, providing market intelligence, customer intelligence, prospect intelligence, competitor intelligence, and location intelligence.

• Explore provides marketing leadership with the highest value, consolidated, actionable strategies across customer acquisition, growth and retention as synthesized by Zeta data and generative AI, and delivered through various applications. Example applications include Executive Intelligence Hub.

• Prospects provides marketers with a view of their new customer opportunities as synthesized by Zeta data and generative AI, insights on those audiences through various applications, and capabilities to activate opportunities. Example applications include Generative Engine Optimization, AudiencePulse, and Location Intelligence.

• Customers provides marketers with a view of their existing customer opportunities as synthesized by Zeta data and generative AI, insights on those audiences through various applications, and capabilities to activate opportunities. Example applications include CustomerPulse, Leading Indicators, and Journey Insights.

• Competitors providers marketers with actionable insights on the business’s competitive set, as synthesized by Zeta data and generative AI, and various applications to capture market share and prevent customer attrition. Example applications include CompetitorPulse, and PersonaPulse.

Our customers can use all modules or choose any individual module to obtain data-cloud based insights on their existing consumers and prospects. We offer the Zeta Answers suite for a licensing fee and/or an incremental fee based on customers’ utilization of the ZMP. The terms of our subscription agreements are typically quarterly or annual.

3

Our Growth Strategies

Our data and AI-powered platform enables our customers to transform their digital marketing strategy, accelerate their revenue growth and enhance business returns. In turn, our customers’ success motivates them to increase their use of our platform, thereby accelerating our revenue and growth. Key elements of our long-term growth strategy include:

Further penetrate our existing customer base. We have customers spanning a wide spectrum of industry verticals, and we believe we can achieve significant organic growth by cross-selling our existing solutions, including through our One Zeta model, making full use of our data capabilities and insights and by capturing an increased share of our scaled customers’ marketing spend by introducing new features and functionalities within the ZMP.

Acquire new customers. We continue to aggressively pursue new customers who can grow into super-scaled customers by investing in our sales and customer service teams while driving increased efficiencies in our go-to-market approach. Our One Zeta model also serves as a sales accelerator to help acquire and grow new customers. We also have extensive relationships with many marketing agencies and enterprises and believe we can continue to extend our platform to provide B2B marketing capabilities.

Continue to innovate and develop new products. With over 500 data scientists and engineers, we continue to believe we are well positioned to quickly develop new products and take full advantage of the shift to digital marketing. Since we view data as one of our key competitive advantages, we also continue to invest resources to expand our data offerings, both from third-party providers, as well as our proprietary data sources.

Continue to strengthen our partnership ecosystem and expand sales capacity. With a continued focus on growing our sales capacity, we are continuing to build upon a sophisticated sales operation to focus on opportunity creation and progression. We believe these capabilities will allow us to further strengthen our relationships with our existing customers and gain global market share.

Expand into international markets. As we expand relationships with our existing customers in the U.S., we are also continuing to invest in select regions in Europe.

Our Key Strengths

Zeta’s competitive strengths historically have included the following:

AI-Native Infrastructure

We have made sustained investments in AI-native infrastructure designed to operate at enterprise scale and support advanced analytics, automation, and decisioning across the ZMP. This infrastructure is tightly integrated with our data platform and includes proprietary systems for data ingestion, model training, inference, and real-time execution.

By building AI capabilities directly into the core platform—rather than layering them on as point solutions—we are able to deliver more reliable performance, faster innovation cycles, and consistent application of intelligence across analytics, engagement, personalization and optimization use cases.

Omnichannel Engagement

Through the ZMP, our customers can identify and engage consumers across a wide range of digital channels. These channels can work independently, in parallel or in concert depending on marketing strategies and consumer behaviors. This enables our customers to improve how they identify and engage the modern consumer who is using multiple devices and platforms.

Actionable Insights

Our AI-powered Zeta Answers suite provides customers with real-time, intent-driven insights. By continuously learning from trillions of behavioral signals, our platform enables brands to make data-driven decisions with even greater precision.

4

Recognized Leader in Marketing Automation

The ZMP has been recognized as an industry leader in the marketing automation sector for its ability to automate complex marketing workflows. With embedded GenAI, customers can now scale personalization, optimize performance, and improve efficiency with minimal manual intervention. In 2024, we were recognized, for the third time in a row, as a “Leader” in The Forrester Wave™: Email Marketing Service Providers, Q3 2024 and received the highest Current Offering score and the highest possible scores across 13 criteria including vision, roadmap, AI, organizational improvement, and privacy. In 2024, we were also recognized as a “Strong Performer” in The Forrester Wave™: Customer Data Platforms for B2C, with the highest possible scores across six criteria, and as a “Challenger” in Gartner’s Magic Quadrant™: Multi-Channel Marketing Hubs, Q4, 2024. In addition, in 2023, we were named as a “Leader” in IDC’s MarketScape for Worldwide Omni-Channel Marketing Platforms for B2C Enterprises. In 2025, we were awarded IDC’s CX Customer Data Platforms Customer Satisfaction Award and named as “Most Valuable Pioneer” for CDP in QKS Group’s 2025 AI Maturity Matrix.

Secure, Scalable and Reliable Platform

The ZMP has been designed to provide our customers with high levels of reliability, data integrity, performance and security. Our hybrid cloud infrastructure is designed to ensure enterprise-grade security, real-time data integrity, and high-performance marketing execution. We built and maintain a multi-tenant application architecture that has been designed to enable our service to scale securely, reliably and cost-effectively to tens of thousands of customers and millions of users. Our multi-tenant application architecture maintains the integrity and separation of customer data while still permitting all customers to use the same application functionality simultaneously. Our architecture also enables us to segment access privileges across our user base. As privacy regulations evolve, our privacy-first identity resolution framework strengthens compliance while maintaining addressability at scale.

Our Customers

We work with some of the largest and most well-known enterprises across a wide spectrum of industry verticals including consumer & retail, travel and hospitality, insurance, telecommunications, and financial services, which contributed 24%, 11%, 11%, 10%, and 8% of our revenues for the year ended December 31, 2025 and 22%, 7%, 10%, 9%, and 8% of our revenues for the year ended December 31, 2024, respectively. 87% of our revenue for the year ended December 31, 2025 was derived from super-scaled customers, which we define as customers from which we have generated trailing-12-month revenue of at least $1,000,000. We had 2,651 and 1,793 total customers, 602 and 527 scaled customers, and 184 and 148 super-scaled customers, as of December 31, 2025 and 2024, respectively. 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.

Competition

The markets for our products are characterized by intense competition, new industry standards, evolving distribution models, disruptive technology developments, frequent product introductions, short product life cycles, price cutting with resulting downward pressure on gross margins and price sensitivity on the part of customers. Our future success will depend on our ability to differentiate through AI-powered marketing solutions, enhance identity resolution with first-party data, and become indispensable through better integration of our products into an enterprise’s ecosystem. In addition, our competitive position can be strengthened by introducing new products on a timely and cost-effective basis, meeting evolving customer needs, providing best-in-class data security, extending our core technology into new applications and anticipating emerging standards, business models, software delivery methods and other technological changes.

We believe no single company has offerings that match the AI-powered capabilities of the ZMP, but we face collective competition from a variety of companies. Our competitive market is highly fragmented with most competitors focused on specific use cases, end markets and/or types of data sets and point solutions. We believe the principal factors that drive competition between vendors in our market include:

• Quality of insights and analytics;

• Omnichannel automation;

• Real-time scoring and decisioning of data sets;

• Utility of data management tools;

• Comprehensive systems integration;

• Ease and speed of data ingestion and data onboarding; and

5

• Scale and scope of identity and audience data.

We believe we compete favorably across these factors. Zeta provides a differentiated first-party data ecosystem, enhancing our ability to compete on deterministic identity resolution. We believe the ZMP’s competitive advantages include:

• AI-powered workflows and automation that optimize engagement and efficiency;

• Deterministic identity resolution, enhanced through first-party data assets, improving targeting accuracy and privacy compliance;

• Intuitiveness and ease of use;

• Comprehensive feature set;

• Rapid deployment;

• Flexibility and scalability;

• Seamless integration with a customer’s existing technologies; and

• Favorable customer ROI and total cost of ownership.

For additional information, see the section titled “Risk Factors—Risks Related to Our Business and Our Industry—Our industry is intensely competitive, and if we do not effectively compete against current and future competitors or fail to innovate and make the right investment decisions in our product offerings and platform, our business, operating results and financial condition could be harmed” and “Risk Factors— Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations— Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantage and having an adverse effect on our business, operating results and financial condition.”

Seasonality and Cyclicality

Our business is affected by seasonal fluctuations in marketing activity, as well as cyclicality in political activity and economic conditions.

Seasonality. In general, the marketing industry experiences seasonal trends that affect the vast majority of participants in the digital marketing ecosystem. 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. We generally expect these seasonality trends to continue, and our ability to effectively manage our resources in anticipation of these trends may affect our operating results.

Cyclicality. Our political and advocacy customers are impacted by political cycles, leading us to generally experience higher revenues in presidential election years. This cyclicality may affect comparability of results between non-election years.

Data Privacy & Security Laws

Consumers use multiple platforms to learn about and purchase products, and have come to expect a seamless experience across all channels. This challenges marketing organizations to balance consumer demands for a seamless experience with privacy-compliant methods of managing data and using such data to create these experiences. 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 data. In the U.S., both Congress and state legislatures, along with federal regulatory authorities, have continued to increase their attention on the collection and use of consumer data, including as it relates to internet-based marketing. For example, California enacted broad-based privacy legislation, the California Consumer Privacy Act (the “CCPA”), which prompted several other states to enact similar laws. California also enacted the California Delete Act, which will become enforceable in August 2026, and other state data privacy laws impose further obligations. We anticipate that new laws in the U.S. will generally allow personal information collection by businesses as the default, so long as data use practices are made transparent to consumers and consumer rights are honored when requested (i.e., opt-out model), with the exception of select classes of sensitive data. Zeta believes that a continued emphasis on an opt-out model in the U.S. will mean a continued ability to collect and use non-sensitive personal data at scale for marketing purposes.

6

Outside the U.S., the General Data Protection Regulation (“GDPR”) (and the UK equivalent, the United Kingdom GDPR (“UK GDPR”)) remain in force in Europe, overlaid with country-level laws implementing the ePrivacy Directive and otherwise related to electronic marketing. Many non-U.S., non-EU jurisdictions have also enacted or are developing laws and regulations governing the collection and use of personal data, including Brazil, Canada, Japan, Singapore, India, South Africa and others. These laws represent a spectrum of opt-in vs. opt-out models, with the GDPR and ePrivacy Directive (and local implementations) establishing the most stringent set of requirements for obtaining consumer consent. These requirements have served as barriers to the expansion of Zeta’s business in these markets; Zeta has created solutions which can be configured to address these requirements, but has not been able in some cases to achieve sufficient scale of data collection to create compelling business cases for customers in these markets.

For additional information about the privacy-related laws and regulations to which we are or may become subject and about the risks to our business associated with such laws and regulations, please see the section titled “Risk Factors—Risks Related to Data Collection and Security, Intellectual Property and Technology Industry Regulations.”

Human Capital

We believe that our employees love working at Zeta because they believe that they are working towards a larger mission. We pride ourselves in hiring the best global talent with employees across the U.S. (including New York and Silicon Valley), the EU, the UK and India, among other geographic regions. As of December 31, 2025, we had approximately 3,300 employees, including approximately 2,000 employees located outside of the U.S. None of our U.S. employees are represented by a labor union with respect to their employment. We consider our relations with our employees to be good and have not experienced interruptions of operations or work stoppages due to labor disagreements.

Inclusion and Belonging

Zeta is dedicated to building an environment where every employee thrives. We strive to foster a space where everyone can show up as their authentic selves, share their unique perspectives, and together drive the company to new heights. We work to provide every employee with the tools, resources, forums, and platforms that empower them to thrive as individuals.

We currently have seven employee-led groups at Zeta, which foster a culture of inclusion and support. These groups are open to all employees, regardless of background.

Compensation, Benefits, and Employee Wellness

We aim to provide market-competitive compensation and benefit programs for our employees. To recruit and retain the best talent in a highly competitive marketplace, we routinely examine and refresh our compensation packages that may include salary, bonuses, sales commissions and equity. We believe by offering our full-time employees equity under our incentive award plan and providing an employee stock purchase plan, we can build a strong feeling of ownership and commitment to our shared long-term success.

In addition to our commitment to providing market-competitive compensation packages, we continue to look for ways to enhance our total rewards programs. Our full-time employees are offered medical, dental and vision insurance and life and disability insurance plans. These plans are designed to provide a comprehensive benefits package that is flexible and allows employees to maximize benefits based on individual needs. Furthermore, we provide the following programs, which vary by country/region: generous paid time off, family leave, flexible work schedules, and 401(k) matching.

Intellectual Property

We have a patent portfolio of more than 150 U.S. and international patents and applications which include approximately 39 granted patents and approximately 36 pending patent applications covering machine learning and AI. Our AI patents focus on integrating predictive personalization, outcome forecasting, and GenAI holistically throughout our products to increase efficiency, enhance user experience, and deliver better customer outcomes. Other aspects of our patent portfolio cover data governance, security, and identity management technology. Our key patents in these areas enhance the transferability and integrity of our data assets and the interoperability and scalability of our data platforms. We also currently own trademark registrations and applications for the ZETA and DISQUS names and variants thereof and other product-related marks in the United States and certain foreign countries. We have also registered numerous internet domain names related to our business. We also rely on copyright laws to protect creative aspects of our website and copyright and trade secret protection with respect to computer programs related to our platform and our proprietary technologies. In addition, we enter into confidentiality agreements and invention or work product assignment agreements with employees and contractors involved in the development of our proprietary intellectual property. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective.