10-K: Zeta Global Reports Strong Revenue Growth, Reduced Net Loss in 2025

Zeta Global Holdings Corp. announced a 29.7% revenue increase to $1.3 billion and significantly narrowed its net loss to $31.5 million for the fiscal year ended December 31, 2025, driven by super-scaled customer growth and strategic acquisitions.

Summary

• Revenues increased by 29.7% to $1,304.7 million for the year ended December 31, 2025, up from $1,005.8 million in 2024.
• Net loss significantly improved to $(31.5) million in 2025, compared to $(69.8) million in 2024.
• Income from operations turned positive at $5.4 million in 2025, a substantial improvement from a loss of $(67.9) million in 2024.
• Adjusted EBITDA grew by 44.4% to $278.7 million in 2025, with an improved margin of 21.4% compared to 19.2% in 2024.
• The number of super-scaled customers (generating over $1 million in revenue) increased by 24% to 184 in 2025, contributing 87% of total revenue.
• Annual Net Revenue Retention (NRR) rate improved to 128.0% in 2025, up from 113.6% in 2024, excluding political and advocacy customers.
• Acquired Marigolds Enterprise Business on November 24, 2025, for an aggregate purchase consideration of $302.8 million, including cash and Class A Common Stock.
• Repurchased 7,899,208 shares of Class A Common Stock for $120.1 million in 2025 under authorized programs, with $164.0 million remaining for future repurchases.
• Cash and cash equivalents decreased to $319.8 million as of December 31, 2025, from $366.2 million in 2024, primarily due to share repurchases and investing activities.
• Net cash provided by operating activities increased to $198.9 million in 2025 from $133.9 million in 2024.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to strong revenue growth, significant improvement in profitability metrics (operating income and net loss reduction), and robust customer retention, despite increased acquisition-related liabilities and a decrease in cash.

Positives

• Revenue growth of 29.7% year-over-year demonstrates strong market penetration and customer expansion.
• Transition from operating loss to operating income ($5.4 million in 2025 vs. $(67.9) million in 2024) indicates improved operational efficiency and profitability.
• Adjusted EBITDA increased by 44.4% to $278.7 million, with an expanded margin of 21.4%, reflecting enhanced core business performance.
• Significant increase in super-scaled customers (24% growth) and their revenue contribution (87% of total revenue) highlights success in attracting and growing high-value clients.
• Strong Annual Net Revenue Retention (NRR) rate of 128.0% indicates high customer loyalty and successful cross-selling/upselling efforts.
• Strategic acquisition of Marigolds Enterprise Business is expected to enhance market position and capabilities.
• Increased investment in research and development ($117.2 million in 2025) underscores commitment to innovation, particularly in AI and data management.
• Effective internal control over financial reporting as of December 31, 2025, as concluded by management and audited by Deloitte & Touche LLP.

Negatives

• The company reported a net loss of $(31.5) million for 2025, despite significant improvement from the prior year.
• Cash and cash equivalents decreased by $46.4 million in 2025, primarily due to increased cash used for investing and financing activities.
• Acquisition-related liabilities significantly increased to $188.5 million in 2025, up from $41.9 million in 2024, largely due to the Marigolds Enterprise Business acquisition.
• Increased acquisition-related expenses by 146.5% to $20.3 million in 2025, impacting profitability.
• Restructuring expenses of $3.2 million were incurred in 2025 due to employee termination costs from internal restructuring.
• The company is subject to a putative class action lawsuit and shareholder derivative complaints alleging false and misleading statements, which could incur significant defense costs and potential damages.
• The company's ability to use its net operating loss carryforwards and other tax attributes may be limited due to ownership changes (IRC Sections 382 and 383).
• The company's dual-class stock structure and controlled company status concentrate voting control with the Co-Founder and CEO, limiting other stockholders' influence.

Risks

• Success and revenue growth depend on the ability to add, grow, and retain super-scaled customers.
• Long sales cycles can result in significant time between initial contact and revenue generation, making projections difficult.
• Operating results may fluctuate due to seasonal marketing activity (higher in Q4, lower in Q1) and political cycles (higher revenues in election years).
• Ineffective growth management could lead to a decline in platform and solution quality.
• Intense competition in the industry requires continuous innovation and strategic investment decisions to avoid harm to business and financial condition.
• Acquisitions or strategic investments, including the recent Marigolds Enterprise Business acquisition, could be difficult to integrate, divert management attention, disrupt business, dilute stockholder value, and expose the company to unknown risks.
• Increasing scrutiny of the technology industry could result in U.S. federal or state government, or international regulatory actions that negatively affect the business.
• The effectiveness of the platform depends on the ability to collect and use online data, which is threatened by new consumer tools, regulatory restrictions, and changes to web browsers and mobile operating systems.
• Actual or perceived failures to comply with applicable data protection, privacy, and security laws (e.g., CCPA, California Delete Act, GDPR, ePrivacy Directive, PIPEDA, EU AI Act, EU Digital Services Act, UK DMCCA, DORA) could adversely affect the business, results of operations, and financial condition.
• Any unfavorable publicity or negative public perception of current data collection practices could harm the business and stock price, potentially leading to additional regulations.
• A significant inadvertent disclosure or breach of confidential/personal information, or a security breach of IT systems, could be detrimental to business, reputation, financial performance, and results of operations.
• Dependence on third-party data centers, systems, and technologies means disruption could adversely affect business operations.
• Failure to detect or prevent fraud or malware intrusion on the platform could lead to loss of customer confidence, legal claims, and regulatory investigations.
• Standards adopted by private entities and inbox service providers to regulate email use and delivery may interfere with platform effectiveness and business operations.
• Evolving regulatory frameworks around the development and use of artificial intelligence (AI) and machine learning technologies may expose the company to technical, legal, and regulatory risks.
• General economic and market conditions, including changes in U.S. trade policies, could negatively impact the business and customers.
• The incurrence of additional debt or the issuance of new debt or equity securities could dilute current stockholders or impose restrictive covenants.
• Catastrophic events such as pandemics, natural disasters, war, conflicts, and acts of terrorism could cause business and operational interruption.
• Risks associated with environmental, social, and governance (ESG) matters, including increased scrutiny and evolving regulatory requirements.
• Intellectual property rights may be difficult to enforce and protect, potentially eroding competitive advantage.
• Exposure to intellectual property rights claims by third parties, which are costly to defend and could limit technology use.
• Failure to meet content and inventory standards and provide trusted products could harm brand and reputation.
• Reliance on third-party open source software components could expose the company to liabilities or compromise the proprietary nature of the platform.
• Risks related to the use and development of AI, including incorrect design/implementation, reliance on poor quality or biased data, insufficient oversight, and unforeseen defects.
• Interest rate fluctuations may affect results of operations and financial condition due to variable-rate debt.
• Need for additional capital in the future, which may not be available on favorable terms or at all.
• Loan agreement contains operating and financial covenants that may restrict business and financing activities.
• Tax liabilities may be greater than anticipated due to changing U.S. and non-U.S. tax laws (e.g., Inflation Reduction Act, OBBBA, OECD Pillar Two).
• Limitations on the ability to use net operating loss carryforwards and certain other tax attributes.
• Share repurchase program may not be fully consummated or enhance long-term stockholder value, and could diminish cash reserves.
• Short sellers may be manipulative and drive down the market price of Class A Common Stock, harming brand and reputation.
• Application of accounting guidance requires management estimates and assumptions, which may cause volatility in reported results.
• Failure to maintain an effective system of disclosure controls and internal control over financial reporting could impair the ability to produce timely and accurate financial statements.
• As a controlled company, Zeta may rely on exemptions from certain corporate governance requirements, limiting protections for stockholders.
• Dual class structure concentrates voting control with certain stockholders, limiting influence on corporate matters.
• Anti-takeover provisions in charter documents and Delaware law could prevent favorable takeovers and reduce stock price.
• Exclusive forum provisions in charter documents could limit stockholders' ability to obtain a favorable judicial forum for disputes.

Future Outlook

The company expects continued strong investment in marketing technology by enterprise companies and anticipates its enterprise customer base to grow, propelling greater platform deployment and usage. It plans to invest in research and development to remain at the forefront of data management, AI development, and marketing automation, as well as expand into international and B2B markets. The company expects general and administrative expenses to decrease as a percentage of revenue over the long term, while selling and marketing, and research and development expenses are expected to increase in absolute dollars.

Management Comments

• Our success depends upon the continued service of members of our senior management team and other key employees.
• 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., the EU, the UK and India, among other geographic regions.
• Our sales team productivity increases with tenure and our current management system gives us confidence that we are well positioned for sustainable growth.
• Zeta Answers suite has been a proven way to land scaled customers, with minimal cost of implementation and high value adoption.
• We plan to incur additional general and administrative expenses to support our growth.
• We plan to remain focused on making necessary investments to drive long-term growth.

Industry Context

StockSavvy.ai notes that Zeta Global's strong revenue growth and improved profitability align with broader industry trends favoring AI-powered, omnichannel marketing solutions. The increasing demand for personalized consumer experiences and efficient marketing spend optimization, particularly through GenAI, positions Zeta favorably against competitors offering more fragmented point solutions. The company's focus on super-scaled customers and high NRR rate suggests effective capture of market share within the enterprise segment, a trend observed across leading marketing technology providers. However, the industry faces ongoing challenges from evolving data privacy regulations and intense competition, requiring continuous innovation and adaptation.

Comparison to Industry Standards

• Zeta Global's Annual NRR rate of 128.0% for 2025 is robust, comparing favorably to industry benchmarks for SaaS and marketing technology companies, where NRR rates often range from 110-120% for high-growth firms, indicating strong customer retention and expansion.
• The company's recognition as a 'Leader' in The Forrester Wave: Email Marketing Service Providers, Q3 2024, and a 'Strong Performer' in The Forrester Wave: Customer Data Platforms for B2C, along with being named a 'Leader' in IDCs MarketScape for Worldwide Omni-Channel Marketing Platforms for B2C Enterprises in 2023, positions it competitively against established players like Salesforce Marketing Cloud, Adobe Experience Cloud, and Oracle Marketing Cloud, which often appear in similar reports.
• The increase in super-scaled customers by 24% and their growing revenue contribution (87%) demonstrates effective targeting and scaling with large enterprises, a key differentiator in a market with many point solution providers.
• The company's investment in AI-native infrastructure and GenAI-driven solutions is consistent with the leading edge of marketing technology, where companies like HubSpot and Braze are also heavily investing to offer more intelligent automation and personalization capabilities.

Corporate Governance

Legal Proceedings

• A putative class action lawsuit, 'In re Zeta Global Holdings Corporation Securities Litigation,' was filed on November 22, 2024, in the U.S. District Court for the Southern District of New York against the Company, CEO David A. Steinberg, and CFO Christopher Greiner. An Amended Class Action Complaint was filed on May 12, 2025, alleging false and misleading statements and omissions between February 27, 2024, and March 10, 2025, based partly on a short seller report. The company is vigorously defending itself, and a motion to dismiss was filed on July 11, 2025, with discovery stayed pending a decision.
• Shareholder derivative complaints, consolidated into 'In re Zeta Global Holdings Corp. Stockholder Derivative Litigation,' were filed on December 11, 2024, and December 23, 2024, in the U.S. District Court for the Southern District of New York against board members and the Company as a nominal defendant. These complaints are based on the same underlying allegations as the securities class action and allege violations including breach of fiduciary duty and gross mismanagement. The litigation was stayed on March 4, 2025, pending the resolution of the motion to dismiss in the securities class action. The company intends to vigorously defend itself.

Stakeholder Impact

• Shareholders: Positive financial performance (revenue growth, reduced net loss, increased Adjusted EBITDA) could lead to increased shareholder value. However, ongoing litigation and the potential for dilution from future capital raises or stock-based compensation could pose risks. The share repurchase program aims to return value to shareholders.
• Employees: The company's growth and investment in innovation, along with competitive compensation and benefits, aim to attract and retain talent. Restructuring expenses indicate some employee terminations, but overall, the company considers relations with employees to be good.
• Customers: Enhanced AI-powered omnichannel platform and strategic acquisitions (Marigolds Enterprise Business) aim to provide more effective marketing solutions, improving customer ROI and driving loyalty, as evidenced by the high NRR rate.
• Suppliers/Partners: Dependence on third-party data centers, technology vendors, and data suppliers means their reliability and terms of service are critical to Zeta's operations. Any disruptions or changes in terms could impact service delivery.
• Creditors: The company's Senior Secured Credit Facility contains covenants that restrict certain activities, but the company is currently in compliance. Strong operating cash flow helps manage debt obligations.

Next Steps

• Continue to invest in sales and customer service teams to acquire new super-scaled customers and drive increased efficiencies in the go-to-market approach in 2026.
• Further penetrate the existing customer base by cross-selling solutions and introducing new features within the ZMP.
• Continue to innovate and develop new products, investing in research and development to expand data offerings and leverage the shift to digital marketing.
• Strengthen the partnership ecosystem and expand sales capacity, focusing on opportunity creation and progression.
• Expand into international markets, particularly in select regions in Europe.
• Management expects to incur additional general and administrative expenses to support growth.
• The company will continue to assess the impact of the One Big Beautiful Bill Act (OBBBA) and OECD Pillar Two on future tax periods.
• The company will continue to vigorously defend itself against the class action and shareholder derivative lawsuits.

Key Dates

Recommendation

Zeta Global's 2025 results show strong operational improvements, with significant revenue growth and a shift to positive operating income, alongside impressive customer retention metrics. The strategic acquisition of Marigolds Enterprise Business and continued investment in AI position the company well for future growth. However, the ongoing class action and derivative lawsuits, coupled with increased acquisition-related liabilities and a decrease in cash, introduce elements of uncertainty and risk. While the underlying business performance is strong, these legal and financial considerations warrant a 'hold' recommendation until there is greater clarity on the outcomes of the litigation and the integration of recent acquisitions.

Keywords

AI-powered marketing, Omnichannel marketing, Data-driven platform, Customer intelligence, Marketing automation, Zeta Marketing Platform (ZMP), Generative AI (GenAI), Identity resolution, Customer Data Platform (CDP), Demand-Side Platform (DSP), Email Service Provider (ESP), Super-scaled customers, Net Revenue Retention (NRR), SEC filing, 10-K, Financial results, Acquisitions, Marigolds Enterprise Business, LiveIntent, Cybersecurity, Data privacy, Regulatory compliance, Stock repurchase, Corporate governance