Zeta Global Holdings Corp.

Zeta Global Holdings Corp. Q2 FY2026 earnings

ZETA

Quarter ended Jun 2026.

← Q1 FY2026
Revenue
$442.8M
+43.5% YoY
Gross margin
59.1%
-3.0 pp YoY
Operating margin
3.8%
+5.5 pp YoY
Net income
$8.2M
+163.8% YoY

Summary

Zeta Global reported second quarter fiscal 2026 revenue of $442.77 million, up 43.5% from the prior-year quarter. Revenue for the six months ended June 30, 2026 was $839.07 million, up 46.5% from the prior-year period. The press release noted the quarter came in $23 million above the midpoint of guidance, or 5%. The company added to its super-scaled customer base, reaching 197 customers, an increase of 17% year over year. Super-scaled customer ARPU grew to $1.8 million, also up 17% year over year, which management said was ahead of the 2028 model along with the customer count. The Marigold Enterprise Business acquisition contributed revenue in the quarter, and growth came from both new customer additions and higher usage among existing customers.

Profitability improved sharply. Operating income was $16.92 million for the quarter, a swing from an operating loss in the prior-year quarter. Operating margin was 3.8%, up 5.5 percentage points. Net income reached $8.17 million, versus a net loss a year earlier. Diluted earnings per share were $0.03, compared with a loss per share in the prior-year quarter. Adjusted EBITDA was $91.7 million, and adjusted EBITDA margin expanded to 20.7% from 19.1%. The company said the results achieved the rule of 64, which it defines as revenue growth plus adjusted EBITDA margin adding up to 64 or more. That combination reflects both rapid top-line expansion and improving profitability.

Cash generation remained a bright spot. Operating cash flow was $69.18 million for the quarter, up 64.5% from the prior-year quarter. Operating cash flow for the six months was $118.91 million, up 54.7%. Free cash flow was $58 million, up 73%. Capital expenditures were $4.82 million, up 105.2%. Deferred revenue stood at $33.86 million, up 778.1%. Management said existing cash, anticipated operating cash flow, and available borrowings should cover working capital requirements for at least the next 12 months and thereafter for the foreseeable future. The company also said it remains in compliance with its financial covenants under its senior secured credit facility.

For the third quarter of 2026, Zeta guided revenue to a range of $469 million to $472 million, up $10 million at the midpoint from prior guidance of $461 million. That represents year-over-year growth of 39% to 40%, and 23% to 24% when excluding M&A and political candidate revenue. Third quarter adjusted EBITDA guidance is $115.0 million to $116.0 million, up $2.7 million at the midpoint, with an adjusted EBITDA margin of 24.4% to 24.7%. For the full year 2026, revenue guidance was raised to a range of $1,811 million to $1,824 million, up $33 million at the midpoint from $1,785 million. That implies year-over-year growth of 39% to 40%, and 24% to 25% excluding M&A and political candidate revenue. Full year adjusted EBITDA guidance is $404.1 million to $406.3 million, up $7.9 million at the midpoint, with a margin of 22.1% to 22.4%. Free cash flow guidance for the full year is $254.8 million to $255.8 million, up $20.3 million at the midpoint, with a free cash flow margin of 14.0% to 14.1%. The company also raised its full year GAAP EPS guidance.

Management flagged several risks. Macroeconomic uncertainty remains, including the potential for increased inflation, tariffs, and changes in global trade policies. The company maintains a full valuation allowance against its U.S. deferred tax assets. Other named risks include data privacy rules, email deliverability standards set by inbox service providers, security breaches, and reliance on third-party data centers. On the operational side, Zeta pointed to partnerships with OpenAI, Snowflake, and Palantir, and highlighted its Data Cloud and Athena intelligence layer. The company will host its annual Zeta Live conference on October 8 in New York City. Zeta said its first-half performance and pipeline visibility gave it confidence to raise guidance across revenue, adjusted EBITDA, free cash flow, and GAAP EPS.

Forecast

Management guidance
ReportedGuidance

Guided revenue, Q3 FY2026$469.0M – $472.0M
Midpoint$470.5M
Growth vs Q2 FY2026+6.3%
Growth vs Q3 FY2025+39.5%
Q3 2026
Adjusted EBITDA$115.0M - $116.0M
Adjusted EBITDA margin24.4% - 24.7%
Full Year 2026
Revenue$1,811M - $1,824M
Adjusted EBITDA$404.1M - $406.3M
Adjusted EBITDA margin22.1% - 22.4%
Free cash flow$254.8M - $255.8M
Free cash flow margin14.0% - 14.1%
GAAP EPS$0.09 - $0.11

Reported figures

GAAP, from SEC filings
MetricQ2 FY2026Q1 FY2026QoQQ2 FY2025YoY
Revenue$442.8M$396.3M+11.7%$308.4M+43.5%
Gross profit$261.8M$233.9M+11.9%$191.5M+36.7%
Gross margin59.1%59.0%+0.1 pp62.1%-3.0 pp
Research & development$42.2M$45.0M-6.0%$30.6M+38.1%
Sales & marketing$104.0M$102.4M+1.6%$86.4M+20.4%
General & administrative$75.9M$73.4M+3.4%$62.2M+22.1%
Operating income (loss)$16.9M-$18.8M+189.8%-$5.1M+431.5%
Operating margin3.8%-4.8%+8.6 pp-1.7%+5.5 pp
Net income (loss)$8.2M-$13.2M+161.7%-$12.8M+163.8%
Net margin1.9%-3.3%+5.2 pp-4.2%+6.0 pp
Diluted EPS$0.03-$0.06+$0.09-$0.06+$0.09
Customers197189+4.2%168+17.3%

Risks

HIGHMargin Compression

Cost of revenues increased by $64.0 million, or 54.7%, for the three months ended June 30, 2026, outpacing the 43.5% revenue increase, driven by $54.2 million of incremental media costs. At the same time, the revenue mix shifted toward lower-margin integrated platform revenue, which rose to 27% of revenues for the six months ended June 30, 2026 from 26% in the prior-year period, increasing dependence on third-party publishers and media owners paid on revenue-share and cost-per-impression terms.

MEDIUMMacroeconomic

Management flags the looming potential of increased inflation and further inflation risk, plus evolving tariffs and changes in global trade policies that continue to cause economic uncertainty even though they have not yet materially impacted costs. A recession or weaker consumer spending could reduce customer marketing budgets and, in turn, Zeta's volume-based platform revenue.

MEDIUMConcentration Risk

Growth is increasingly concentrated in super-scaled customers, which rose 17% to 197 as of June 30, 2026 from 168 as of June 30, 2025, with ARPU up 17% to $1.8 million for the three months ended June 30, 2026. Loss or reduced usage by a small number of these large accounts would disproportionately affect revenue, especially given the modular, usage-based nature of the platform.

MEDIUMAcquisition Integration

The Marigold Enterprise Business acquisition closed November 24, 2025 and contributed $48.1 million of revenue in the three months ended June 30, 2026 and $103.7 million for the six months ended June 30, 2026, making reported growth heavily acquisition-dependent. Other expenses, net increased 29.5% in the quarter primarily from a higher fair value change of acquisition-related liabilities, and the company made $4.8 million of LiveIntent acquisition-related liability payments and $8.4 million of financing-related acquisition liability payments in the six months.

MEDIUMStock-Based Compensation

Stock-based compensation of $105.1 million for the six months ended June 30, 2026 was the largest non-cash add-back, exceeding the $5.1 million net loss for the period, and unrecognized compensation totals $381.4 million through 2030 and thereafter. Continued heavy equity compensation, combined with up to $200.0 million of repurchases under the 2025 SRP, creates ongoing share count and dilution volatility.

MEDIUMLiquidity

Although cash and cash equivalents were $310.0 million and net working capital was $393.2 million as of June 30, 2026, the company had an accumulated deficit of $1,064.9 million and acknowledged that operating performance below expectations could adversely affect liquidity. It also depends on borrowings, with $197.5 million of long-term debt outstanding and interest expenses, net up 233.8% for the six months ended June 30, 2026, partly on lower interest income, and debt covenants that restrict additional debt, investments and buybacks.

LOWTax Risk

The company maintains a full valuation allowance against its U.S. deferred tax assets because of cumulative losses in recent years, and the six months ended June 30, 2026 tax rate was also affected by non-deductible executive compensation under IRC Section 162(m), state and local taxes and the base erosion and anti-abuse tax. Any change in profitability, or the timing of a valuation allowance release, could cause material swings in income tax expense.

LOWRestructuring

Restructuring expenses increased by $3.6 million, or 114.2%, for the six months ended June 30, 2026 compared to the prior-year period, driven by higher employee termination costs from internal restructuring, alongside accelerated stock-based compensation and hiring costs. Repeated restructuring signals ongoing execution and workforce realignment risk.

Super-Scaled Customers (Q2 ending)
197 (+17% YoY)
Super-Scaled Customer ARPU (Q2)
$1.8 million (+17% YoY)
Adjusted EBITDA (Q2)
$92 million
Adjusted EBITDA margin (Q2)
20.7% (+170 bps YoY)
Free Cash Flow (Q2)
$58 million (+73% YoY)
Free Cash Flow margin (Q2)
13.1%

Adjusted EBITDA

20 quarters
$92.0M
Q2 FY2026+39.1%

Adjusted EBITDA margin

20 quarters
20.7%
Q2 FY2026+4.0pp

Free Cash Flow

18 quarters
$58.0M
Q2 FY2026+39.1%

Super-Scaled Customers

12 quarters
197
Q2 FY2026+4.2%

Super-Scaled Customer ARPU

11 quarters
$1.8M
Q2 FY2026+5.9%

Free Cash Flow margin

4 quarters
13.1%
Q2 FY2026+2.6pp

Summary, forecast, risks and KPIs are extracted from Zeta Global Holdings Corp.'s SEC filings for Q2 FY2026 (10-Q / 10-K and the 8-K earnings release); GAAP figures in the summary are checked against the reported XBRL data. They can contain errors; the filings are authoritative. Processed Oct 6, 2026.