Zeta Global (NYSE:ZETA), the AI marketing cloud, today announced it has increased 2025 and 2026 guidance following the completion of its acquisition of Marigold's enterprise software business, including Marigold Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow.
The addition of Marigold's enterprise technologies, customer base, and team expands Zeta's global footprint and enhances the capabilities of the Zeta Marketing Platform. The acquisition strengthens Zeta's AI-powered offering across loyalty, omni-channel engagement, and personalization, while increasing its penetration among Fortune 500 brands and subscription revenue streams.
"This acquisition is a powerful step forward for Zeta," said David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta Global. "It's a true 1+1=4 opportunity. By combining Marigold's enterprise loyalty capabilities with Zeta's AI and data-driven platform, we believe we can unlock even greater value for our clients, increasing ROI from 6x to more than 10x over time. Together, we are well positioned to deliver unmatched scale, intelligence, and performance to the world's leading brands."
Zeta acquired Marigold's enterprise software business 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).
Guidance*:
Fourth Quarter 2025
Full Year 2025
First Quarter 2026
Full Year 2026
* This press release does not include a reconciliation of forward-looking adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow margin to forward-looking GAAP net income (loss), net income (loss) margin, net cash provided by operating activities, or net cash provided by operating activities margin, respectively, because the Company is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to the Company's results.
2025 Guidance
4Q'25 Guidance Midpoint |
FY'25 Guidance Midpoint |
|
| Zeta Rev excluding Marigold & LiveIntent | $340.5M | $1,190.4M |
| % Ex LiveIntent, Marigold & Political Candidate Growth Y/Y | 23% | 26% |
| LiveIntent Revenue | $24.0M | $84.1M |
| Marigold Revenue | $15.8M | $15.8M |
| Total Zeta Revenue | $380.3M | $1,290.4M |
| % Growth Y/Y | 21% | 28% |
| Adjusted EBITDA | $91.1M | $274.7M |
| % Growth Y/Y | 29% | 42% |
| Adjusted EBITDA Margin | 24.0% | 21.3% |
| BPS Change Y/Y | 160 BPS | 210 BPS |
| Free Cash Flow | $48.5M | $157.4M |
| FCF Growth | 53% | 70% |
| Free Cash Flow Margin | 12.8% | 12.2% |
2026 Guidance
| 1Q'26 Guidance | FY'26 Guidance | |
| Zeta Rev excluding Marigold & Political Candidate | $314.5M | $1,525.0M |
| % Ex Marigold & Political Candidate Growth Y/Y | 19% | 20% |
| Marigold Revenue | $47.5M | At least $190.0M |
| Political Candidate Revenue | $0 | $15.0 |
| Total Zeta Revenue | $362.0M | At least $1,730.0M |
| % Growth Y/Y | 37% | 34% |
| Adjusted EBITDA | $60.0M | $385.4M |
| % Growth Y/Y | 28% | 40% |
| Adjusted EBITDA Margin | 16.6% | 22.3% |
| BPS Change Y/Y | (110) BPS | 100 BPS |
| Free Cash Flow | NA | $224.0M |
| FCF Growth | NA | 42% |
| Free Cash Flow Margin | NA | 12.9% |