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Zeta Global Holdings Corp (ZETA) Risk Analysis
Risk Overview Q1, 2026
Source: the company's latest filing for the period ended Mar 31, 2026, filed May 01, 2026
Risk Change Over Time
- Accounting & Financial Operations - Risk 1We may experience fluctuations in our operating results, including during presidential elections and, to a lesser extent, midterm election years where we generally generate higher revenues, which could make our future operating results difficult to compare and predict. Consequently, we may not be able to meet our expectations or those of securities analysts and investors.
Our quarterly and annual operating results have fluctuated in the past, and we expect our future operating results to fluctuate due to a variety of factors, many of which are beyond our control. Our liquidity and revenue can fluctuate quarter to quarter as certain of our customers have seasonal marketing activity. 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. Our revenues are also impacted by political cycles in which we generally generate higher revenues in congressional elections years, and particularly presidential election years and, to a lesser extent, midterm election years. In addition, the varying nature of our pricing mix between periods, customers and products may also make it more difficult for us to forecast our future operating results. Further, these factors may make it more difficult to make comparisons between prior, current and future periods. As a result, period-to-period comparisons of our operating results should not be relied upon as an indication of our future performance. In addition, the following factors may cause our operating results to fluctuate: - our usage-based pricing model makes it difficult to forecast revenues from our current customers and future prospects;- changes in our pricing policies, the pricing policies of our competitors and the pricing or availability of data or other third-party services;- the seasonal budgeting cycles and internal marketing budgeting and strategic purchasing priorities of our customers;- the U.S. presidential and midterm election cycles potentially leading to higher revenue generation compared to non-election years;- our ability to retain and attract top talent;- our ability to anticipate or respond to changes in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages;- our ability to maintain and expand our relationships with data centers and strategic third-party technology vendors, who provide floor space, bandwidth, cooling and physical security services on which our platform operates;- our ability to successfully expand our business internationally;- the emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to our business and shifting views and behaviors of consumers concerning use of data and data privacy;- general economic and market conditions, including as a result of changes in U.S. trade policies, such as new or increased tariffs and retaliatory responses from other countries, and the resulting impact on our customers' businesses;- extraordinary expenses, such as litigation or other dispute-related settlement payments; and - future accounting pronouncements or changes in our accounting policies. Any one of the factors referred to above or herein or the cumulative effect of any combination of factors referred to above or herein may result in our operating results that are below our expectations and the expectations of securities analysts and investors, or may result in significant fluctuations in our quarterly and annual operating results, including fluctuations in our key performance indicators ("KPIs"). This variability and unpredictability could result in our failure to meet our business plan or the expectations of securities analysts or investors for any period. In addition, a significant percentage of our operating expenses are fixed in nature in the short term and based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the negative impact on our results of operations in the short term.
- Corporate Activity and Growth - Risk 2Acquisitions or strategic investments could be difficult to identify and integrate (including the integration of our recent acquisition of LiveIntent), Marigold's Enterprise Business), divert the attention of management and disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.
As part of our growth strategy, we have acquired and may continue to acquire or invest in other businesses, assets or technologies that are complementary to and fit within our strategic goals. Acquisitions are inherently risky and if they fail, they can result in costly remediating steps such as litigation and divesture. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. The anticipated benefits of any acquisition (including our recent acquisition of Marigold's Enterprise Business) or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, operating results and financial condition, including risks arising from: - difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of Marigold's Enterprise Business or any other acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate;- ineffectiveness or incompatibility of acquired technologies or solutions;- potential loss of key employees of the acquired businesses;- inability to maintain key business relationships and reputations of the acquired businesses;- diversion of management attention from other business concerns;- litigation arising from the acquisition or the activities of the acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties and intellectual property disputes;- assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability;- complications in the integration of our recent acquisition of Marigold's Enterprise Business or any other businesses we may acquire, or diminished prospects;- failure to generate the expected financial results related to the recent acquisition of Marigold's Enterprise Business or other future acquisitions on a timely manner or at all;- weak, ineffective, or incomplete data privacy compliance strategies by the acquired company resulting in our inability to use acquired data assets;- failure to accurately forecast the financial or other business impacts of an acquisition; and - implementation or remediation of effective controls, procedures and policies for acquired businesses. To fund acquisitions, we have in the past and may in the future pay cash, including in connection with the recent acquisition of Marigold's Enterprise Business, which would diminish our cash reserves, or issue additional shares of our Class A Common Stock, which would dilute current stockholders' holdings in our company. Borrowing to fund an acquisition would result in increased fixed obligations and could also subject us to covenants or other restrictions that could limit our ability to effectively run our business.
Risk Highlights Q1, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 42
- Share Price & Shareholder Rights - Risk 1We may issue additional equity or debt securities in the future in order to raise capital. Additional issuances of equity securities would dilute the investment of our current stockholders and could cause the market price of our Class A Common Stock to decline, and we may also expend substantial funds to satisfy a portion of our tax withholding and remittance obligations that arise upon the vesting and/or settlement of certain of our restricted stock awards, which may have an adverse effect on our financial condition and results of operations.
Issuing additional equity securities to finance future developments and acquisitions instead of incurring additional debt would dilute the interests of our existing stockholders. Further, sales of a substantial number of shares of our Class A Common Stock, particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales might occur, could depress the market price of our Class A Common Stock and impair our ability to raise additional capital through the sale of equity. Our directors, executive officers, employees and, in certain instances, other service providers, hold outstanding options, time-based and performance-based restricted stock unit awards and restricted stock under our equity incentive plans. Those shares covered by these awards and the shares reserved for future issuance under our equity incentive plans are and will become eligible for sale in the public market, subject to certain legal and contractual limitations. We cannot be certain whether and how many restricted stock units will satisfy their performance-based vesting conditions. Further, certain holders of our common stock have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders. We are unable to predict the effect that such sales related to the foregoing may have on the prevailing market price of our Class A Common Stock. In addition, on August 3, 2022, the Company's board of directors authorized withholding shares as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards ("RSAs"). As such, beginning in the third quarter of 2022, we have used and may continue to use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. We anticipate that if we continue to utilize the withholding alternative, we will spend substantial funds to satisfy tax withholding and remittance obligations when we settle executive RSAs, which may have an adverse effect on our financial condition and results of operations.
- Share Price & Shareholder Rights - Risk 2We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our Class A Common Stock and could diminish our cash reserves.
In November 2024, our Board of Directors authorized a stock repurchase and withholding program (the "2024 SRP") of up to $100.0 million in the aggregate for repurchases of the Company's outstanding shares of Class A Common Stock through December 31, 2026. In July 2025, the Company's Board of Directors authorized a new stock repurchase and withholding program (the "2025 SRP") of up to $200.0 million in the aggregate for repurchase of the Company's outstanding Class A Common Stock through December 31, 2027. The 2025 SRP supplements the 2024 SRP. Although our board of directors has authorized these repurchase programs, the programs do not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The actual timing and amount of repurchases remain subject to a variety of factors, including our stock price, trading volume, market conditions and other general business considerations. In addition, the terms of our Senior Secured Credit Facility impose limitations on our ability to repurchase shares. The share repurchase programs may be modified, suspended, or terminated at any time, and we cannot guarantee that the programs will be fully consummated or will enhance long-term stockholder value. The programs could affect the trading price of our stock and increase volatility, and any announcement of a termination of these programs may result in a decrease in the trading price of our stock. In addition, these programs could diminish our cash and cash equivalents and marketable securities.
- Share Price & Shareholder Rights - Risk 3Short sellers of our stock may be manipulative and may drive down the market price of our Class A Common Stock, harm our brand and reputation, and negatively impact our business, operating results and financial condition.
Short selling is the practice of selling securities that the seller does not own, but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. It is therefore in the short seller's interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, often involving misrepresentations of the issuer's business prospects and similar matters calculated to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. In November 2024, a short seller issued a short report regarding Zeta, resulting in a decrease in the price of our Class A Common Stock on the day the short report was issued. Subsequently, numerous lawsuits were filed against us, against which we are vigorously defending ourselves. We believe the claims made in the report are without merit. Regardless of the merit of such claims, defending against them could cost us a significant amount of time and money, result in negative publicity, and/or adversely affect the price of our Class A Common Stock. In addition, if any claims or proceedings are decided against us or we pay a settlement, our financial condition and results of operations could be adversely affected. For additional information, see Item 3 of this Annual Report on Form 10-K. In addition, we may be the subject of additional concerted efforts by short sellers to spread negative information in order to gain a market advantage. In addition, the publication of misinformation may also result in the loss of customers or in further lawsuits, the uncertainty and expense of which could harm our brand and reputation and negatively impact our business, operating results and financial condition. There are no assurances that we will not face further short sellers' efforts or similar tactics in the future, and the market price of our Class A Common Stock may decline as a result of their actions.
- Share Price & Shareholder Rights - Risk 4We are a "controlled company" within the meaning of the NYSE rules and, as a result, expect to qualify for, and may rely on, exemptions from certain corporate governance requirements.
As of December 31, 2025, our Co-Founder and Chief Executive Officer, David Steinberg, beneficially owns a majority of the combined voting power of all classes of our outstanding voting stock. As a result, we continue to be a controlled company within the meaning of the applicable stock exchange corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: - a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;- the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and - the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. These requirements will not apply to us as long as we remain a controlled company. We have not elected to take advantage of the exemption from these requirements, but may elect to do so in the future so long as we remain a "controlled company." If we choose to rely on these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
- Share Price & Shareholder Rights - Risk 5The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our initial public offering, including our Co-Founder and Chief Executive Officer and his affiliates. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
Our Class B Common Stock is entitled to ten votes per share, and our Class A Common Stock is entitled to one vote per share. The dual class structure of our common stock has the effect of concentrating voting control with our Co-Founder and Chief Executive Officer and his affiliates, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. As of December 31, 2025, our Co-Founder and Chief Executive Officer, David Steinberg, and his affiliates held, in aggregate 52.1% of the voting power of our outstanding capital stock. As a result, these stockholders, acting together, will have control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Corporate action might be taken even if other stockholders oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control or other liquidity event of our company, could deprive our stockholders of an opportunity to receive a premium for their shares of Class A Common Stock as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Common Stock.
- Share Price & Shareholder Rights - Risk 6Anti-takeover provisions contained in our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
Our amended and restated certificate of incorporation contains provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions do the following: - permit our board of directors to issue up to 200,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;- provide that the authorized number of directors may be changed only by resolution of our board of directors;- provide that our board of directors will be classified into three classes of directors;- limit the ability of stockholders to remove directors to permit removals only "for cause" once Class B Common Stock ceases to hold more than 50% of all our outstanding common stock;- provide that all vacancies, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;- prohibit stockholder action by written consent, subject to the terms of any series of preferred stock, if the holders of shares of Class B Common Stock no longer hold at least a majority of the voting power of the outstanding shares of our common stock;- require advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;- provide certain limitations on convening special stockholder meetings;- so long as any shares of Class B Common Stock remain outstanding, require the prior affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class to consummate a Change of Control Transaction (as defined in our amended and restated certificate of incorporation);- provide that the restrictions set forth in Section 203 of the Delaware General Corporation Law ("DGCL") shall be applicable to us in the event that no holder of Class B Common Stock owns shares of our capital stock representing at least fifteen percent of the voting power of all the then outstanding shares of our capital stock; and - not provide for cumulative voting rights in election of directors. These and other provisions in our amended and restated certificate of incorporation and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our Class A Common Stock and result in the market price of our Class A Common Stock being lower than it would be without these provisions.
- Share Price & Shareholder Rights - Risk 7Our amended and restated certificate of incorporation provides, subject to certain exceptions, that (i) the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and (ii) the federal district courts of the United States of America are the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions, including derivative actions, fiduciary duty claims, claims arising under the DGCL or our organizational documents, and claims governed by the internal-affairs doctrine. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These exclusive forum provisions do not apply to claims arising under the Exchange Act, which must be brought in federal court. These provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable, which may discourage lawsuits against us and our directors, officers, and other employees. It is possible that a court could find these provisions inapplicable or unenforceable, in which case we may incur additional costs associated with resolving disputes in other jurisdictions. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
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