Business Context and Reporting Period
This Form 8-K, dated November 24, 2025, reports the completion of a strategic acquisition by Zeta Global Holdings Corp. (Zeta). On this date, Zeta closed the purchase of the Marigold Enterprise Business from Marigold Group, Inc., Campaign Monitor Europe UK Ltd., and Selligent Holdings Limited.
Key Financial Metrics and Transaction Details
The transaction involves aggregate consideration of up to $325 million, subject to customary adjustments. The payment structure is as follows:
- Closing Payment: $100 million in cash and 5,329,070 newly issued shares of Zeta Class A common stock.
- Seller Notes: Up to $125 million payable within three months of closing. This includes up to $50 million in cash and up to $75 million payable at Zeta's election in either cash or newly issued shares.
- Stock Valuation: Shares issued for Seller Notes will be valued based on the 30-day volume-weighted average sales price ending three trading days prior to the note maturity.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for Zeta or the acquired business in this document. Pro forma financial information and financial statements for the acquired business are scheduled to be filed as an amendment within 71 calendar days.
Material Changes
The primary material change is the expansion of Zeta's enterprise business portfolio through the acquisition of the Marigold Enterprise Business. Additionally, Zeta has updated its financial guidance for the quarters ending December 31, 2025, and March 31, 2026, as well as for fiscal year 2026, though specific guidance numbers are not detailed in this filing text.
Guidance, Outlook, and Risks
Management has issued a press release (Exhibit 99.1) updating guidance for the near-term quarters and fiscal year 2026 following the acquisition. The filing notes that the stock consideration is issued in reliance on Section 4(a)(2) exemptions from registration under the Securities Act of 1933. Zeta has agreed to register these shares for resale. No specific risks or contingencies beyond standard transaction adjustments are detailed in the text of this report.
Investor Verification Checklist
- Verify the specific updated revenue and earnings guidance figures in the press release (Exhibit 99.1) referenced in Item 7.01.
- Monitor the upcoming amendment to this 8-K for the pro forma financial information and financial statements of the Marigold Enterprise Business, due within 71 days.
- Track the final settlement of the Seller Notes to determine the exact mix of cash versus stock issuance for the remaining $75 million contingent portion.
- Review the impact of the 5.3 million+ newly issued shares on existing shareholder dilution.