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Zeta Signs Definitive Agreement to Acquire Marigold’s Enterprise Software Business September 30, 2025
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2 Legal Disclaimer This presentation, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this presentation or during the conference call that are not statements of historical fact, including statements about our acquisition of Marigold’s Enterprise Software business, including its anticipated integration, accretive value, synergies and growth opportunities, and the time frame in which any of this will occur, if at all, and our third quarter 2025 and full year 2025 guidance and Zeta 2028 targets are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning our anticipated future financial performance, our market opportunities and our expectations regarding our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook, “guidance” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to: risks related to our ability to complete the acquisition of Marigold’s Enterprise Software business within the expected timeframe, or at all, and risks related to our ability to achieve the expected benefits of this acquisition. For information regarding other related risks, see the “Risk Factors” section of Zeta's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. These statements are not guarantees of future performance or results. These cautionary statements should not be construed by you to be exhaustive and the forward-looking statements are made only as of the date of this presentation. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. The third quarter 2025 and full year 2025 guidance and Zeta 2028 targets referenced herein are based on Zeta’s current estimates and assumptions and are not a guarantee of future performance. Such guidance is subject to significant risks and uncertainties, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission, that could cause actual results to differ materially. There can be no assurance that the Company will achieve the results expressed by this guidance. This presentation contains certain forward-looking non-GAAP financial measures such as adjusted EBITDA, adjusted EBITDA margin, and free cash flow. These measures are not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and have important limitations as analytical tools. Non-GAAP financial measures are supplemental, should only be used in conjunction with results presented in accordance with GAAP and should not be considered in isolation or as a substitute for such GAAP results. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Zeta Global Corp. All rights reserved.
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3 Agenda Aligns with Zeta’s M&A guiding principles Introduction to Marigold’s Enterprise Software Business Acquisition Highlights Transaction details & reaffirmation of 3Q’25 & FY’25 guidance and Zeta 2028
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4 Participants on today’s call Steve Gerber President Zeta David A. Steinberg Co-Founder, Chairman, Chief Executive Officer Zeta Chris Greiner Chief Financial Officer Zeta
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5 Aligns with each of Zeta’s M&A principles Fully integrate into our platform in less than a year Grow the acquired business at faster pace than our overall organic growth rate Be accretive from Day 1 Possess clear synergies across combined customer bases Complementary platform with global enterprise customer base Enhances OneZeta strategy by providing significant cross-sell and up-sell synergies Expected to be accretive to adj. EBITDA and FCF in year one. COR was <30% and had >90% subscription revenue in FY25. Adds over 100 global enterprise relationships including 20 of the top 100 advertisers and >40 Fortune 500 brands 1 2 3 4 CRITERIA 1 CRITERIA 2 CRITERIA 3 CRITERIA 4 Marigold Enterprise Software Marigold Enterprise Software Marigold Enterprise Software Marigold Enterprise Software
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6 Zeta Global, the AI Marketing Cloud, has reached a definitive agreement to acquire Marigold’s enterprise software business, including Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow. Taken together, Marigold’s enterprise software business has grown over two decades into an industry leader and serves 20 of the top 100 advertisers, and 100+ global enterprise brands. Cheetah Digital Delivers enterprise grade marketing software with global scale and includes a scaled and proven loyalty offering. Selligent Provides a flexible enterprise marketing platform to execute, analyze, and optimize customer engagement across multiple channels, and has a strong presence in Europe. Sailthru Is a publisher-first marketing automation and personalization platform that will elevate our Publisher Cloud. Delivers interactive engagement and conversation through real-time dynamic personalization.Liveclicker Grow Creates interactive experiences to power unique marketing campaigns. Provides best-in-class tools to build and manage personalized customer loyalty programs.Loyalty
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7 The acquisition highlights the accretive nature of Marigold’s enterprise scale and reach for Zeta SUBSCRIPTION REVENUE (1) COST OF REVENUE (1) NEW PRODUCT FORTUNE 500 CUSTOMERS TOP 100 ADVERTISERS GLOBAL REACH (1) FY’25
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8 Transaction Details Transaction Consideration • Up to $325M total consideration with $200M ($100M Cash / $100M Stock) paid at closing and up to $125M paid three months post close subject to adjustments. Financing • Expect the cash consideration to be financed through cash on hand Financial Impact • The transaction is expected to be accretive to Zeta’s adjusted EBITDA and FCF in 2026 • The acquired business’s revenue is >90% subscription with less than 30% cost of revenue in FY25 • Expect ~$190M revenue contribution in 2026 with mid- to high-teens adjusted EBITDA margin • Will provide additional financial details upon closing • Upon closing in late 4Q25, Zeta will provide Marigold 4Q25 and FY26 revenue guidance • Expected to be incremental to Zeta 2028 targets Expected Closing Timeline • Expected to close by the end of 2025 • Subject to satisfaction of customary closing conditions
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9 Reaffirming 3Q’25 & FY’25 Guidance 3Q’25 Guidance Range FY’25 Guidance Range Total Zeta Revenue $327M – $329M $1,258M – $1,268M % Growth Y/Y 22% – 23% 25% – 26% % Growth Y/Y excl. LiveIntent & Political Candidate Rev. midpoint 22% 24% Adj. EBITDA $70.3M – $71.0M $263.6M – $265.6M % Growth Y/Y 31% – 32% 37% – 38% Adj. EBITDA Margin 21.4% – 21.7% 20.8% – 21.1% Free Cash Flow – $140.0M – $144.0M The 3Q’25 & FY’25 guidance provided herein is based on Zeta's current estimates and assumptions and are not a guarantee of future performance. Growth and margin percentages may not tie due to rounding. The guidance provided is subject to significant risks and uncertainties, including the risk factors discussed in the Company's reports on file with the Securities and Exchange Commission, that could cause actual results to differ materially. There can be no assurance that the Company will achieve the results expressed by this guidance. We calculate forward-looking non-GAAP adjusted EBITDA and adjusted EBITDA margin based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP net income (loss) margin and GAAP cash flows from operating activities, respectively. We do not attempt to provide a reconciliation of forward-looking non-GAAP adjusted EBITDA, and adjusted EBITDA margin. guidance to forward looking GAAP net income (loss) and margin, respectively, because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.
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Thank you