Zeta Global Holdings Corp. Files 8-K on Asset Deal

TL;DR

Zeta Global filed an 8-K on Nov 24, 2025, confirming an asset acquisition/disposition and equity sales.

AI Summary

On November 24, 2025, Zeta Global Holdings Corp. filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also covers unregistered sales of equity securities and includes Regulation FD disclosures, along with financial statements and exhibits. The company, incorporated in Delaware, is headquartered at 3 Park Avenue, New York, NY.

Why It Matters

This 8-K filing indicates significant corporate activity for Zeta Global Holdings Corp., potentially impacting its asset base, equity structure, and financial reporting.

Risk Assessment

Risk Level: medium — The filing indicates a material event involving asset disposition or acquisition and unregistered equity sales, which can carry inherent risks.

Key Numbers

• 001-40464 — SEC File Number (Identifies the company's filing with the SEC.)
• 80-0814458 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Zeta Global Holdings Corp. (company) — Registrant
• November 24, 2025 (date) — Date of Report
• 3 Park Avenue, 33rd Floor, New York, New York 10016 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — tered Class A common stock, par value $0.001 per share ZETA The New York Stock E
• $325 m — ge for aggregate consideration of up to $325 million, subject to customary adjustments
• $100 million — The transaction proceeds consist of (i) $100 million of cash and 5,329,070 newly issued shar
• $125 million — for an aggregate amount equal to up to $125 million (up to $50 million of which will be pai
• $50 million — ount equal to up to $125 million (up to $50 million of which will be paid in cash, with the
• $75 million — ill be paid in cash, with the remaining $75 million paid, at Zeta's election, in cash or ne

Filing Documents

• zeta-20251124.htm (8-K) — 53KB
• zeta-ex5_1.htm (EX-5.1) — 24KB
• zeta-ex99_1.htm (EX-99.1) — 73KB
• img244296786_0.jpg (GRAPHIC) — 149KB
• img244296786_1.jpg (GRAPHIC) — 56KB
• 0001193125-25-293671.txt ( ) — 547KB
• zeta-20251124.xsd (EX-101.SCH) — 23KB
• zeta-20251124_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, on September 27, 2025, Zeta Global Holdings Corp. ("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"). The transactions contemplated by the Purchase Agreement were completed on November 24, 2025 (the "Closing"), at which time Zeta acquired the Sellers' enterprise business (the "Marigold 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 consist of (i) $100 million of cash and 5,329,070 newly issued shares of Class A common stock of Zeta, par value $0.001 per share ("Zeta Stock"), delivered at the Closing and (ii) seller notes (the "Seller Notes") that are payable within three months of Closing for an aggregate 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 Seller Notes, if any, 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 maturity of the Seller Notes. Zeta has agreed to register the shares of Zeta Stock issued at the Closing and any shares of Zeta Stock issued in connection with the Seller Notes (collectively, the "Stock Consideration") for resale under the Securities Act of 1933, as amended (the "Securities Act"). Zeta is issui

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 24, 2025, Zeta issued a press release announcing that it closed its previously announced acquisition of the Marigold Enterprise Business and is updating its guidance for the quarters ending December 31, 2025 and March 31, 2026 and for fiscal year 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired Zeta will file the financial statements of the Marigold Enterprise Business required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (b) Pro Forma Financial Information Zeta will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Latham & Watkins LLP 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 99.1 Press Release, dated November 24, 2025 104 Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

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: November 24, 2025 By: /s/ Christopher Greiner Christopher Greiner Chief Financial Officer

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View this 8-K filing on SEC EDGAR