ZETA GLOBAL HOLDINGS CORP., 10-K filed on 2/25/2026
Annual Report
v3.25.4
Cover Page - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2025
Feb. 13, 2026
Jun. 30, 2025
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2025    
Document Fiscal Year Focus 2025    
Document Fiscal Period Focus FY    
Document Annual Report true    
Document Transition Report false    
Entity Registrant Name ZETA GLOBAL HOLDINGS CORP.    
Entity Central Index Key 0001851003    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Trading Symbol ZETA    
Entity Emerging Growth Company false    
Entity Small Business false    
Entity Interactive Data Current Yes    
Title of 12(b) Security Class A Common Stock    
Security Exchange Name NYSE    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Entity File Number 001-40464    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 80-0814458    
Entity Address, Address Line One 3 Park Ave, 33rd Floor    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10016    
City Area Code 212    
Local Phone Number 967-5055    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Documents Incorporated by Reference

Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 are incorporated herein by reference in Part III.

   
Auditor Name Deloitte & Touche LLP    
Auditor Firm ID 34    
Auditor Location Baltimore, Maryland    
Auditor Opinion

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zeta Global Holdings Corp. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

    
Entity Public Float     $ 3.2
Common Class A and Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   244,123,600  
Common Class A [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   220,485,174  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   23,638,426  
v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 319,764 $ 366,157
Accounts receivable, net of allowance of $3,832 and $4,291 as of December 31, 2025 and 2024, respectively 322,391 235,227
Prepaid expenses 28,970 13,348
Other current assets 14,658 1,808
Total current assets 685,783 616,540
Non-current assets:    
Property and equipment, net 15,393 8,856
Website and software development costs, net 31,520 28,949
Right-to-use assets - operating leases, net 19,101 8,806
Intangible assets, net 217,943 115,180
Goodwill 527,886 325,992
Deferred tax assets, net 1,211 619
Other non-current assets 4,687 6,431
Total non-current assets 817,741 494,833
Total assets 1,503,524 1,111,373
Current liabilities:    
Accounts payable 40,136 43,665
Accrued expenses 179,087 121,400
Acquisition-related liabilities 149,036 12,727
Deferred revenue 35,398 10,348
Other current liabilities 25,824 11,197
Total current liabilities 429,481 199,337
Non-current liabilities:    
Long-term borrowings 197,083 196,288
Acquisition-related liabilities 39,447 29,137
Deferred tax liabilities, net 17,268  
Other non-current liabilities 15,656 9,810
Total non-current liabilities 269,454 235,235
Total liabilities 698,935 434,572
Commitments and contingencies (See Note 12)
Stockholders' equity:    
Additional paid-in capital 1,863,695 1,706,885
Accumulated deficit (1,059,817) (1,028,308)
Accumulated other comprehensive gain / (loss) 466 (2,013)
Total stockholders' equity 804,589 [1] 676,801 [2]
Total liabilities and stockholders' equity 1,503,524 1,111,373
Common Class A [Member]    
Stockholders' equity:    
Common stock value 221 213
Common Class B [Member]    
Stockholders' equity:    
Common stock value $ 24 $ 24
[1] Includes 214,394,747 outstanding shares of Class A Common Stock, 21,296,445 outstanding shares of Class B Common Stock, 6,787,559 unvested shares of Class A restricted stock and 2,341,981 unvested shares of Class B restricted stock.
[2] Includes 193,189,610 outstanding shares of Class A Common Stock, 17,776,198 outstanding shares of Class B Common Stock, 19,985,569 unvested shares of Class A restricted stock and 6,318,873 unvested shares of Class B restricted stock.
v3.25.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Accounts receivable, net of allowance $ 3,832 $ 4,291
Common Class A [Member]    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 3,750,000,000 3,750,000,000
Common Stock, Shares Issued 221,182,306 213,175,179
Common stock, Shares Outstanding 221,182,306 213,175,179
Common Class B [Member]    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 50,000,000 50,000,000
Common Stock, Shares Issued 23,638,426 24,095,071
Common stock, Shares Outstanding 23,638,426 24,095,071
v3.25.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]      
Revenues $ 1,304,668 $ 1,005,754 $ 728,723
Operating expenses:      
Cost of revenues (excluding depreciation and amortization) 513,587 399,552 274,482
General and administrative expenses 233,024 204,595 205,419
Selling and marketing expenses 340,040 314,514 288,441
Research and development expenses 117,173 90,679 73,869
Depreciation and amortization 72,039 56,100 51,149
Acquisition-related expenses 20,281 8,229 203
Restructuring expenses 3,152 0 2,845
Total operating expenses 1,299,296 1,073,669 896,408
Income / (loss) from operations 5,372 (67,915) (167,685)
Interest expenses, net 371 7,147 10,939
Other expenses / (income) 38,088 (115) 7,820
Total other expenses 38,459 7,032 18,759
Loss before income taxes (33,087) (74,947) (186,444)
Income tax (benefit) / provision (1,578) (5,176) 1,037
Net loss (31,509) (69,771) (187,481)
Other comprehensive (income) / loss:      
Foreign currency translation adjustment (2,479) 3 (35)
Total comprehensive loss (29,030) (69,774) (187,446)
Net loss per share      
Net loss available to common stockholders $ (31,509) $ (69,771) $ (187,481)
Basic loss per share $ (0.14) $ (0.38) $ (1.2)
Diluted loss per share $ (0.14) $ (0.38) $ (1.2)
Weighted average number of shares used to compute net loss per share      
Basic 220,722,814 185,984,107 156,697,308
Diluted 220,722,814 185,984,107 156,697,308
v3.25.4
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-based Payment Arrangement, Expense $ 177,821 $ 194,984 $ 242,881
Cost of revenues (excluding depreciation and amortization) [Member]      
Share-based Payment Arrangement, Expense 1,211 1,503 2,502
General and administrative expenses [Member]      
Share-based Payment Arrangement, Expense 57,492 65,339 88,465
Selling and marketing expenses [Member]      
Share-based Payment Arrangement, Expense 84,709 99,577 124,732
Research and development expenses [Member]      
Share-based Payment Arrangement, Expense $ 34,409 $ 28,565 $ 27,182
v3.25.4
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Class A Common Stock [Member]
Class A Common Stock [Member]
Common Stock [Member]
Class B Common Stock [Member]
Class B Common Stock [Member]
Common Stock [Member]
Balance at Dec. 31, 2022 $ 128,030 $ 900,924 $ (771,056) $ (2,045)   $ 175   $ 32
Balance (in shares) at Dec. 31, 2022           175,266,917   32,099,302
Shares issued in connection with certain agreements 5,387 5,386       $ 1    
Shares issued in connection with certain agreements (in shares)           651,369    
Restricted stock grants   (11)       $ 11    
Restricted stock grants (in shares)           11,467,755    
Shares issued in connection with employee stock purchase plan 3,058 3,058            
Shares issued in connection with employee stock purchase plan (in shares)           424,654    
Shares repurchased (15,421) (15,421)            
Shares repurchased (in shares)           (1,360,153)   (325,923)
Restricted stock forfeitures   1       $ (1)    
Restricted stock forfeitures (in shares)           (1,241,675)    
Class B common stock transferred to Class A common stock           $ 3   $ (3)
Class B common stock transferred to Class A common stock (in shares)           2,717,890   (2,717,890)
Performance stock units vesting (in shares)           142,500    
Options exercised 241 241            
Options exercised (in shares)           63,500    
Stock-based compensation 246,671 246,671            
Restricted stock units vesting (in shares)           498,675    
Foreign currency translation adjustment 35     35        
Net Income (Loss) (187,481)   (187,481)          
Balance at Dec. 31, 2023 [1] 180,520 1,140,849 (958,537) (2,010)   $ 189   $ 29
Balance (in shares) at Dec. 31, 2023         150,989,571 188,631,432 [1] 17,886,352 29,055,489 [1]
Shares issued in connection with a follow-on public offering 228,956 228,946       $ 10    
Shares issued in connection with a follow-on public offering (in shares)           10,304,716    
Shares issued in connection with certain agreements 173,724 173,718       $ 6    
Shares issued in connection with certain agreements (in shares)           5,948,199    
Restricted stock grants   (2)       $ 2    
Restricted stock grants (in shares)           1,550,343    
Shares issued in connection with employee stock purchase plan 3,406 3,406            
Shares issued in connection with employee stock purchase plan (in shares)           348,130    
Shares repurchased (41,080) (41,078)       $ (2)    
Shares repurchased (in shares)           (2,307,006)    
Restricted stock forfeitures (in shares)           (755,180)    
Class B common stock transferred to Class A common stock           $ 5   $ (5)
Class B common stock transferred to Class A common stock (in shares)           4,960,418   (4,960,418)
Performance stock units vested   (3)       $ 3    
Performance stock units vesting (in shares)           3,539,683    
Options exercised 3,175 3,175            
Options exercised (in shares)           429,989    
Stock-based compensation 197,874 197,874            
Restricted stock units vesting (in shares)           524,455    
Foreign currency translation adjustment (3)     (3)        
Net Income (Loss) (69,771)   (69,771)          
Balance at Dec. 31, 2024 [2] 676,801 1,706,885 (1,028,308) (2,013)   $ 213   $ 24
Balance (in shares) at Dec. 31, 2024         193,189,610 213,175,179 [2] 17,776,198 24,095,071 [2]
Shares issued in connection with certain agreements 98,697 98,691       $ 6    
Shares issued in connection with certain agreements (in shares)           5,716,934    
Purchase price allocation adjustments (9,006) (9,006)            
Restricted stock grants (in shares)           282,210    
Shares issued in connection with employee stock purchase plan 4,247 4,246       $ 1    
Shares issued in connection with employee stock purchase plan (in shares)           380,404    
Shares repurchased (120,094) (120,086)       $ (8)    
Shares repurchased (in shares)           (7,899,208)    
Restricted stock forfeitures   1       $ (1)    
Restricted stock forfeitures (in shares)           (553,226)    
Class B common stock transferred to Class A common stock (in shares)           456,645   (456,645)
Performance stock units vested   (7)       $ 7    
Performance stock units vesting (in shares)           6,737,176    
Options exercised 2,236 2,236            
Options exercised (in shares)           351,582    
Stock-based compensation 180,738 180,738            
Restricted stock units vesting (in shares)           2,534,610    
Restricted stock units vested   (3)       $ 3    
Foreign currency translation adjustment 2,479     2,479        
Net Income (Loss) (31,509)   (31,509)          
Balance at Dec. 31, 2025 [3] $ 804,589 $ 1,863,695 $ (1,059,817) $ 466   $ 221   $ 24
Balance (in shares) at Dec. 31, 2025         214,394,747 221,182,306 [3] 21,296,445 23,638,426 [3]
[1] Includes 150,989,571 outstanding shares of Class A Common Stock, 17,886,352 outstanding shares of Class B Common Stock, 37,641,861 unvested shares of Class A restricted stock and 11,169,137 unvested shares of Class B restricted stock.
[2] Includes 193,189,610 outstanding shares of Class A Common Stock, 17,776,198 outstanding shares of Class B Common Stock, 19,985,569 unvested shares of Class A restricted stock and 6,318,873 unvested shares of Class B restricted stock.
[3] Includes 214,394,747 outstanding shares of Class A Common Stock, 21,296,445 outstanding shares of Class B Common Stock, 6,787,559 unvested shares of Class A restricted stock and 2,341,981 unvested shares of Class B restricted stock.
v3.25.4
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - shares
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Unvested stock 19,320,297 [1] 32,029,604 49,698,329  
Class A Common Stock [Member]        
Shares outstanding 214,394,747 193,189,610 150,989,571  
Class A Common Stock [Member] | Common Stock [Member]        
Shares outstanding 221,182,306 [2] 213,175,179 [3] 188,631,432 [4] 175,266,917
Class B Common Stock [Member]        
Shares outstanding 21,296,445 17,776,198 17,886,352  
Class B Common Stock [Member] | Common Stock [Member]        
Shares outstanding 23,638,426 [2] 24,095,071 [3] 29,055,489 [4] 32,099,302
Unvested Class A Restricted Stock [Member]        
Unvested stock 6,787,559 19,985,569 37,641,861  
Unvested Class B Restricted Stock [Member]        
Unvested stock 2,341,981 6,318,873 11,169,137  
[1] Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.
[2] Includes 214,394,747 outstanding shares of Class A Common Stock, 21,296,445 outstanding shares of Class B Common Stock, 6,787,559 unvested shares of Class A restricted stock and 2,341,981 unvested shares of Class B restricted stock.
[3] Includes 193,189,610 outstanding shares of Class A Common Stock, 17,776,198 outstanding shares of Class B Common Stock, 19,985,569 unvested shares of Class A restricted stock and 6,318,873 unvested shares of Class B restricted stock.
[4] Includes 150,989,571 outstanding shares of Class A Common Stock, 17,886,352 outstanding shares of Class B Common Stock, 37,641,861 unvested shares of Class A restricted stock and 11,169,137 unvested shares of Class B restricted stock.
v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:      
Net loss $ (31,509) $ (69,771) $ (187,481)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 72,039 56,100 51,149
Stock-based compensation 177,821 194,984 242,881
Deferred income taxes (4,646) (7,260) 11
Change in fair value of acquisition-related liabilities 36,723 (979) 7,200
Others, net (3,458) (7) 2,015
Change in non-cash working capital (net of acquisitions):      
Accounts receivable (77,234) (41,836) (64,052)
Prepaid expenses (6,705) (6,267) 1,061
Other current assets 5,223 103 243
Other non-current assets 1,040 (2,054) (1,526)
Deferred revenue (9,320) 6,256 807
Accounts payable (8,494) (28,580) 26,262
Accrued expenses and other current liabilities 42,693 32,581 12,443
Other non-current liabilities 4,729 591 (490)
Net cash provided by operating activities 198,902 133,861 90,523
Cash flows from investing activities:      
Capital expenditures (13,815) (25,727) (20,483)
Website and software development costs (20,093) (16,040) (15,487)
Acquisitions and other investments, net of cash acquired (90,305) (55,819) (18,245)
Net cash used for investing activities (124,213) (97,586) (54,215)
Cash flows from financing activities:      
Cash paid for acquisition-related liabilities (6,333) (7,032) (15,508)
Proceeds from credit facilities, net of issuance cost 6,250 209,103 11,250
Issuance under employee stock purchase plan 4,247 3,406 3,058
Exercise of options 2,236 3,175 241
Proceeds from equity capital raise, net of issuance cost   228,956  
Repurchase of shares (120,967) (42,185) (13,443)
Repayments against the credit facilities (6,250) (197,500) (11,250)
Net cash (used for) / provided by financing activities (120,817) 197,923 (25,652)
Effect of exchange rate changes on cash and cash equivalents (265) 227 (34)
Net (decrease) / increase in cash and cash equivalents (46,393) 234,425 10,622
Cash and cash equivalents, beginning of period 366,157 131,732 121,110
Cash and cash equivalents, end of period 319,764 366,157 131,732
Supplemental cash flow disclosures including non-cash activities:      
Cash paid for interest, net 905 7,348 10,481
Cash paid for income taxes, net 3,062 1,886 1,900
Liability established in connection with acquisitions 158,490 30,269 8,189
Capitalized stock-based compensation as website and software development 2,917 2,890 3,790
Shares issued in connection with acquisitions and other agreements 98,697 173,724 5,387
Right-to-use assets established 16,390 5,019 165
Operating lease liabilities established 16,377 5,019 165
Non-cash consideration for website and software development $ 1,143 $ 1,011 $ 963
v3.25.4
Cybersecurity Risk Management, Strategy, and Governance
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on multiple cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO 27001. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF, ISO 27001 and other frameworks as guides to help us identify, assess, and manage cybersecurity risks relevant to our business. Our program is assessed by third-party security auditors on a yearly basis through our SOC II Type 2 and SOX audit processes.

Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include but are not limited to the following:

•
risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and, information;
•
a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;
•
the use of external service providers, where appropriate, to monitor our cybersecurity posture on a 24/7 basis in a co-managed Security Operations Center (SOC);
•
the design and deployment of a Defense-In-Depth layered technical security implementation leveraging best-of-breed components;
•
cybersecurity awareness training of our employees, including incident response personnel and senior management;
•
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
•
a third-party risk management process for key service providers, based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – An unauthorized or significant inadvertent disclosure or breach of confidential and/or personal information we process or control, or a security breach of our or our customers’, suppliers’, or other partners’ IT Systems could be detrimental to our business, reputation, financial performance and results of operations.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) the oversight of cybersecurity risks, including management’s implementation of our cybersecurity risk management program.

The Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives periodic briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

Our management team, including our CIO, Chief Information Security Office (CISO) and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our CIO (to whom the CISO reports) regularly attends meetings of the Committee. Our management team’s experience includes decades of experience working in information security, advanced education, and information security certifications. Kurt Baumgarten, CISO, has a long history of successfully leading Information Security Programs across a diverse array of organizations such as Linedata SA, Indigo Ag, and Matterport. Kurt has multiple security certifications, such as CISA, CRISC, CDPSE, CGEIT, and has earned a master’s degree in information security from Norwich University as well as an MBA with a concentration in e-commerce. Dr. Jeffry Nimeroff, CIO, has a 25-year history of building technology groups and integrating Information Security programs at organizations ranging from startups like Hotsocket and Pet360 to established companies at various points in their lifecycle like CDnow, and Bertelsmann Music Group. Dr. Nimeroff has a PhD in Computer Science from the University of Pennsylvania.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]

Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) the oversight of cybersecurity risks, including management’s implementation of our cybersecurity risk management program.

The Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives periodic briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) the oversight of cybersecurity risks, including management’s implementation of our cybersecurity risk management program.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives periodic briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer (CIO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant.

Cybersecurity Risk Role of Management [Text Block]

Our management team, including our CIO, Chief Information Security Office (CISO) and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our CIO (to whom the CISO reports) regularly attends meetings of the Committee. Our management team’s experience includes decades of experience working in information security, advanced education, and information security certifications. Kurt Baumgarten, CISO, has a long history of successfully leading Information Security Programs across a diverse array of organizations such as Linedata SA, Indigo Ag, and Matterport. Kurt has multiple security certifications, such as CISA, CRISC, CDPSE, CGEIT, and has earned a master’s degree in information security from Norwich University as well as an MBA with a concentration in e-commerce. Dr. Jeffry Nimeroff, CIO, has a 25-year history of building technology groups and integrating Information Security programs at organizations ranging from startups like Hotsocket and Pet360 to established companies at various points in their lifecycle like CDnow, and Bertelsmann Music Group. Dr. Nimeroff has a PhD in Computer Science from the University of Pennsylvania.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our management team’s experience includes decades of experience working in information security, advanced education, and information security certifications. Kurt Baumgarten, CISO, has a long history of successfully leading Information Security Programs across a diverse array of organizations such as Linedata SA, Indigo Ag, and Matterport. Kurt has multiple security certifications, such as CISA, CRISC, CDPSE, CGEIT, and has earned a master’s degree in information security from Norwich University as well as an MBA with a concentration in e-commerce. Dr. Jeffry Nimeroff, CIO, has a 25-year history of building technology groups and integrating Information Security programs at organizations ranging from startups like Hotsocket and Pet360 to established companies at various points in their lifecycle like CDnow, and Bertelsmann Music Group. Dr. Nimeroff has a PhD in Computer Science from the University of Pennsylvania.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Net Income (Loss) $ (31,509) $ (69,771) $ (187,481)
v3.25.4
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Organization and Background
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Background

NOTE 1. Organization and Background

(a) Nature of Business

Zeta Global Holdings Corp., a Delaware Corporation (“Zeta” or “Zeta Global Holdings”), and Zeta Global Corp., a Delaware Corporation and the operating company (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”) is a marketing technology company that uses proprietary data, AI and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007.
v3.25.4
Basis of Presentation and Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies

Note 2. Basis of Presentation and Significant Accounting Policies

(a) Principles of consolidation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

(b) Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. In these consolidated financial statements, accounts receivable, free standing and embedded financial instruments, acquired assets and liabilities (including goodwill and intangible assets) and their useful lives, website and software development costs, acquisition-related liabilities including contingent purchase price payable and holdback payable, stock-based compensation, impairment of indefinite and long-lived assets, and valuation allowance on income taxes involve reliance on management’s estimates. Estimates are based on management judgment and the best available information, as such actual results could differ from those estimates.

(c) Net loss per share attributable to common stockholders:

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Refer to “Note 19. Net Loss Per Share Attributable to Common Stockholders” for further discussion.

(d) Revenue recognition:

Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology.

Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues.

The Company determines revenue recognition through the following steps:

(i)
Identification of the contract, or contracts, with a customer.
(ii)
Identification of the performance obligations in the contract.
(iii)
Determination of the transaction price.
(iv)
Allocation of the transaction price to the performance obligations in the contract.
(v)
Recognition of revenue when, or as, the Company satisfies a performance obligation.

At contract inception, the Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

The transaction price is the amount of consideration that the Company is entitled to in exchange for transferring services to a customer. Certain customer contracts give rise to variable consideration, including rebates and allowances that generally decrease the transaction price and therefore reduce revenues. These variable amounts are generally credited to the customer, based on achieving certain levels of activity. Variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated based upon historical experience and known trends.

Further, for the contracts having multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the contract and requires judgment. Typically, the best estimate of SSP is the contractual price of each obligation. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the Company acts as an agent. Payment terms are typically 30 to 90 days. As such, the Company does not have any significant financing components.

Generally, the Company’s contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time, revenue for such contracts is recognized using the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. The Company also derives revenues from subscription fees for the use of its platforms. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term.

When the Company enters into multiple contracts with a single counterparty, the Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated with a single commercial objective, (ii) consideration to be paid in one contract depends on the terms of the other contract, and (iii) services promised are a single performance obligation.

When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the services transferred to determine the independent nature of both the transactions. The Company presents the revenue and expense based on the fair value of the services provided or received.

Principal vs. Agent

In substantially all its businesses, the Company incurs third-party costs on behalf of customers, including direct costs and incidental costs. Third-party direct costs incurred in connection with the delivery of advertising or marketing services include, among others: purchased media, data, cost of physical mailers, and procurement cost of Internet Protocol Addresses (“IPs”), used in the emailing services. However, the inclusion of billings related to third-party direct costs in revenues depends on whether the Company acts as a principal or as an agent in the customer arrangement.

In certain businesses the Company may act as a principal when contracting for third-party services on behalf of its customers because it controls the specified goods or services before they are transferred to the customer and the Company is responsible for providing the specified goods or services, or it is responsible for directing and integrating third-party vendors to fulfil its performance obligation at the agreed upon contractual price. In such arrangements, the Company also takes pricing risk under the terms of the customer contract. In certain media buying businesses, the Company acts as a principal when it controls the buying process for the purchase of the media and contracts directly with the media vendor. In these arrangements, it assumes the pricing risk under the terms of the customer contract. In such cases, the Company includes billable amounts related to third-party costs in the transaction price and record revenues at the gross amount billed, consistent with the manner that revenues are recognized for the underlying services contract.

In certain arrangements the Company may act as an agent of the customers when contracting for third-party services on behalf of its customers because the Company does not control the specified goods or services before they are transferred to the customer. In these contracts with customers, the Company provides access to its software platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend, a subscription fee or a fixed cost per impression. In such arrangements, any direct costs incurred on behalf of the customers are netted down from the revenues and revenue is recognized on net basis.

Contract assets and liabilities

Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $12,924 and $11,101 as of December 31, 2025 and 2024, respectively, and are included in the accounts receivables, net, in the consolidated balance sheets.

Contract liabilities consist of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the years ended December 31, 2025 and 2024, the Company billed and collected $49,021 (including deferred revenue from the acquisition), and $20,419 in advance, respectively, and recognized $23,971 and $13,372, respectively, as revenues. As of December 31, 2025 and 2024, the deferred revenues were $35,398 and $10,348, respectively.

Practical expedients and exemptions

The Company applies the following optional exemptions:

(a)
does not disclose transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance;
(b)
for certain contracts, the Company utilizes the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer.

Significant judgments

The recognition of revenues requires the Company to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, contract assets and contract liabilities.

(a)
Revenues from certain contracts with customers are subject to variability due to cash incentives and credit notes, therefore, revenues are recognized but subject to the constraint on the variable consideration, i.e. only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
(b)
When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to the end customer, the Company evaluates whether it is a principal, and reports revenues on a gross basis, or an agent, and reports revenues on a net basis. In this assessment, it is considered if the control of the specified goods or services is obtained before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction.
(c)
Contracts with customers may include multiple services. Determining whether those services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment.
(d)
Contracts with the Company’s vendors that involve both the purchase and sale of services with a single counterparty. Assessing each contract to determine if the revenue and expense should be presented gross or net, may require significant judgement.
(e)
Determining the standalone selling price for various performance obligations in the customer contracts requires significant judgement.

Remaining Performance Obligations

Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors.

As of December 31, 2025, the Company’s remaining performance obligations for the next twelve months and thereafter were approximately $197,700 and $113,000, respectively.

Disaggregation of revenues from contract with customers

The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be direct platform revenue.

When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered integrated platform revenue.

The following table summarizes disaggregation for the years ended December 31, 2025, 2024 and 2023:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Direct platform revenue

 

 

74

%

 

 

70

%

 

 

72

%

Integrated platform revenue

 

 

26

%

 

 

30

%

 

 

28

%

 

Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets.

(e) Operating expenses:

Operating expenses including cost of revenues (excluding depreciation and amortization), general and administrative expenses, selling and marketing expenses and research and development expenses, are recognized as these costs are incurred.

Depreciation and amortization:

The Company records depreciation and amortization using a straight-line method over the estimated useful life of the assets.

Acquisition-related expenses:

Acquisition-related expenses primarily consist of legal and professional services fees and employee related expenses that are associated with business combinations.

Restructuring expenses:

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. The Company recognizes these costs as they are incurred.

(f) Cash and cash equivalents:

Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains cash balances with banks which at times may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of December 31, 2025 and 2024, approximately 7.1% and 1.1% of cash and cash equivalents, respectively, were held in accounts outside the United States and not protected by FDIC insurance.

(g) Accounts receivable and allowance for expected credit losses:

Accounts receivable are carried at original invoice amount less an allowance for expected credit losses. Allowances for expected credit losses are established through an evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of receivables. Management considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customers, current economic industry trends, and changes in customer payment terms. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following table reconciles the changes in the allowance for expected credit losses for the years ended December 31, 2025 and 2024:

Balance as of January 1, 2024

 

$

3,564

 

Bad debt expense

 

 

1,726

 

Write offs

 

 

(999

)

Balance as of December 31, 2024

 

$

4,291

 

Bad debt expense

 

 

2,704

 

Write offs

 

 

(3,163

)

Balance as of December 31, 2025

 

$

3,832

 

 

Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of December 31, 2025 and 2024, the Company had $12,924 and $11,101 of unbilled accounts receivable, respectively.

(h) Property and equipment, net:

Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized.

Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Computer equipment

 

3-6

Office equipment and furniture

 

5-7

Purchased software

 

3-5

Leasehold improvements

 

Shorter of useful life and
lease term

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment for assets held and used was recorded for the years ended December 31, 2025 and 2024.

(i) Website and software development costs, net:

The Company capitalizes the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries, bonuses, stock-based compensation and other employee benefits costs of employees working on such software development. Capitalization begins during the application development stage, following completion of the preliminary project stage. If a project constitutes an enhancement to previously developed software, it is assessed whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization using the straight-line method. The estimated useful life of the Company’s website and software development costs is three years. The Company annually assesses whether triggering events are present to review developed software for impairment. Based on this assessment, there was no event during the year ended December 31, 2025 that required the Company to perform such impairment analysis.

(j) Intangible assets, net:

Intangible assets are recorded at cost less accumulated amortization. Cost of intangible assets acquired through business combinations represents their fair market value at the date of acquisition. Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Tradenames

 

4-7

Data supply relationships

 

2-5

Completed technologies

 

3-10

Customer relationships

 

3-12

 

The Company purchases and licenses data content from multiple data providers to develop the proprietary databases of information. This data content sometime consists of consumer information like name, address, phone numbers, zip codes, gender, age group, etc. and it may also consist of business information industry, sales volume, physical address, financial information, credit score, etc. License agreement terms vary by vendor. In some instances, the Company retains perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the life of the contract term. The Company capitalizes the intangible assets as the data contents are received from the third parties, as it expects those assets to provide future economic benefit via the generation of Company’s revenue and margins. These intangibles assets are amortized on a straight-line basis over the estimated useful life of the data asset. The Company evaluates data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made.

The amortization period for the capitalized purchased content is based on the Company’s best estimate of the useful life of the asset, which ranges from two to five years. The determination of the useful life includes consideration of a variety of factors including, but not limited to, assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on the Company’s estimates of the diminishing value of the data over time.

Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly recurring payment terms over the contractual period. Upon the expiration of such arrangements, the Company no longer has the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. The Company will immediately lose rights to data under these arrangements if it cancels the subscription and/or cease making payments under the subscription arrangements.

The Company reviews the carrying value of its definite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. Factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition and other economic factors. For the years ended December 31, 2025 and 2024, no such events and circumstances were noticed that would trigger such assessment and therefore no impairment was recorded.

(k) Goodwill:

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more often if and when circumstances indicate that goodwill may not be recoverable. The Company performs an annual goodwill impairment test on October 1 of every year at a reporting unit level based on the financial statements as of September 30. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. As of December 31, 2025, the Company has four reporting units.

The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. It may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units. Qualitative factors that are considered as part of this assessment include a change in the Company’s equity valuation and its implied impact on reporting unit fair value, a change in its weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of the businesses. For the quantitative test, the Company generally uses a discounted cash flow method to estimate fair value.

The discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with the Company’s internal forecasts. The estimated cash flows are discounted using a rate that represents its weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill.

For the years ended December 31, 2025 and 2024 annual goodwill impairment test, the Company elected to bypass the qualitative assessment for its four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units. As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded their respective carrying value as of each of the dates. Specifically, for the year ended December 31, 2025, the difference between the fair value and the book value of the reporting units was in the range of $71,305 - $2,659,013.

(l) Income taxes:

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. A valuation allowance is established when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are more fully discussed in “Note 17. Income Taxes”.

From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions including determining the Company’s uncertain tax position. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different.

The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense.

The Company’s policy is to account for income taxes for global intangible low taxed income (“GILTI”), as a period cost when incurred.

(m) Foreign currency translations:

The Company operates in multiple countries through its legal entities and it performs the functional currency assessment for these entities periodically to determine whether the respective local country currency or United States Dollars ("USD") is their functional currency. Once this determination is made, transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss.

The assets and liabilities of the subsidiaries for which the functional currency is other than the USD are translated into USD, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into USD at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive gain / (loss)” in the consolidated balance sheets.

(n) Financial instruments:

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrants and derivative liabilities, acquisition-related liabilities, which are primarily denominated in U.S. dollars. The carrying amounts of some of these instruments approximate their fair values principally due to the short-term nature of these items. The Company uses a third-party valuation firm to determine the fair value of warrants and derivative and acquisition-related liabilities periodically and such valuations are calculated using a variety of methods including market multiples, comparable market transactions and discounted cash flows. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments.

With respect to accounts receivable, the Company is exposed to credit risk arising from the potential for counterparties to default on their contractual obligations to the Company. The Company generally does not require collateral to support accounts receivable. The Company establishes an allowance for expected credit losses that corresponds with the specific credit risk of its customers, historical trends, and economic circumstances.

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See “Note 16. Fair Value Disclosures” for additional information regarding fair value.

(o) Warrants and derivative liabilities:

When warrants or similar instruments are issued, the Company applies the guidance in ASC Topic 815, Derivative and Hedging ("ASC 815") to determine if the warrants should be classified as equity instruments or as derivative instruments. Generally, warrants that are indexed to the Company’s own stock would be classified as equity instruments and are not classified as derivative instruments under this guidance. A key element to consider in determining if a warrant would be considered indexed to the Company’s own stock is if the warrants settlement amount is equal to the difference between the fair value of a fixed number of equity shares and a fixed monetary amount.

This criterion is sometimes known as the “fixed-for fixed” criteria. In cases where the fixed for fixed criteria are not met, the warrants are classified as derivative instruments.

When the Company enters into transactions, that include certain features that qualify to be embedded derivatives in accordance with ASC 815, applicable GAAP requires the Company to bifurcate such features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. As of December 31, 2025 and 2024, there were no outstanding warrants and derivatives for the Company.

(p) Stock-based compensation and other stock-based payments:

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and stock options granted to the employees, consultants or advisors and non-employee directors, as well as shares purchased under the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to “Note 13. Stock-Based Compensation”).

The Company accounts for all stock-based payment awards using a fair value-based method. The fair value of the stock options granted to employees and the shares purchased under the 2021 ESPP is estimated on the date of the grant using the Black-Scholes-Merton pricing model, and the related stock-based compensation is recognized over the vesting term of the option. The fair value of the restricted shares granted prior to the Company’s initial public offering (the “IPO”) was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants.

The Company accounts for its PSU awards that are subject to market conditions based on the fair value determined using the Monte Carlo simulation method, by a third-party valuation firm engaged by the Company. The Company accounts for PSU awards that are not subject to market conditions based on the Company’s closing stock price as of the day prior to the date of grant. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation related to restricted stock awards, RSUs and stock options and straight-line over the term method for all the other awards.

(q) Segments:

The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required significant financial segment information can be found in the consolidated financial statements. There are no other significant segment expenses that would require disclosure. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The CODM uses net income / (loss) and Adjusted EBITDA to allocate resources. Adjusted EBITDA is defined as the Company’s net income / (loss) from operations adjusted for stock-based compensation, interest expenses, net, income taxes, depreciation and amortization, acquisition-related expenses, restructuring expenses, other expenses / (income) and certain non-recurring expenses. The CODM uses net income / (loss) for budget-to-actual variances on a quarterly basis when making decisions about allocating capital and personnel resources of the Company.

Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets are as follows:

Revenues by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

US

 

$

1,246,502

 

 

$

974,946

 

 

$

700,060

 

International

 

 

58,166

 

 

 

30,808

 

 

 

28,663

 

Total revenues

 

$

1,304,668

 

 

$

1,005,754

 

 

$

728,723

 

 

Total long-lived assets (including right-to-use assets) by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

US

 

$

22,882

 

 

$

13,914

 

International

 

 

11,612

 

 

 

3,748

 

Total long-lived assets

 

$

34,494

 

 

$

17,662

 

 

(r) Operating leases:

The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.

Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. Leases with an initial term of 12 months or less are not recognized on the consolidated balance sheets.

As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-to-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of Right-to-use assets. Operating lease expenses are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Refer to “Note 15. Leases” for additional information.

New accounting pronouncements

Recently adopted:

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity can apply the amendments in ASU 2023-09 prospectively or retrospectively to all annual periods beginning after December 15, 2024. The guidance was adopted by the Company prospectively for the year ended December 31, 2025, and the Company, accordingly, made the required changes in its income tax related disclosure (Refer to “Note 17. Income Taxes”). The adoption of ASU 2023-09 did not have any material impact on the Company’s audited consolidated financial statements.

Not yet adopted:

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”), ASU 2025-12 represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments in ASU 2025-12 are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-12 guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the existing standard to remove all references to “software development stages.” Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, it is probable that the project will be completed, and the software will be used to perform the function intended. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 guidance on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), introducing a practical expedient whereby when developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendment in ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-05 guidance on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its audited consolidated financial statements and related disclosures.
v3.25.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

NOTE 3. Property and Equipment, Net

The details of property and equipment, net and related accumulated depreciation, are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Computer equipment and purchased software

 

$

39,218

 

 

$

30,429

 

Office equipment and furniture

 

 

1,747

 

 

 

1,439

 

Leasehold improvements

 

 

4,880

 

 

 

2,704

 

Property and equipment, gross

 

$

45,845

 

 

$

34,572

 

Less: Accumulated depreciation

 

 

(30,452

)

 

 

(25,716

)

Property and equipment, net

 

$

15,393

 

 

$

8,856

 

 

Depreciation expense for the years ended December 31, 2025 and 2024 was $4,909 and $4,193, respectively.

During the years ended December 31, 2025 and 2024, the gross amount of certain fully depreciated property and equipment, no longer in use, was off-set with an equal amount of accumulated depreciation of $173 and $157, respectively.
v3.25.4
Website and Software Development Costs, Net
 12 Months Ended
Dec. 31, 2025
Capitalized Computer Software, Net [Abstract]  
Website and Software Development Costs, Net

NOTE 4. Website and Software Development Costs, Net

The details of website and software development costs, net and the related accumulated amortization are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Website and software development costs

 

$

157,185

 

 

$

134,044

 

Less: Accumulated amortization

 

 

(125,665

)

 

 

(105,095

)

Website and software development costs, net

 

$

31,520

 

 

$

28,949

 

Website and software development costs capitalized during the years ended December 31, 2025 and 2024 were $23,141 and $19,113, respectively. Amortization expense for website and software development costs for the years ended December 31, 2025 and 2024 was $20,570 and $22,288, respectively.

During the years ended December 31, 2025 and 2024, there were no write-offs of fully amortized website and software development costs.
v3.25.4
Intangible Assets, Net
 12 Months Ended
Dec. 31, 2025
Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net

NOTE 5. Intangible Assets, Net

The details of intangible assets and related accumulated amortization are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

 

 

Gross
value

 

 

Accumulated
amortization

 

 

Net
Value

 

 

Gross
value

 

 

Accumulated
amortization

 

 

Net
Value

 

Data supply relationships

 

$

66,425

 

 

$

(51,824

)

 

$

14,601

 

 

$

61,342

 

 

$

(36,682

)

 

$

24,660

 

Tradenames

 

 

27,280

 

 

 

(5,125

)

 

 

22,155

 

 

 

14,940

 

 

 

(3,063

)

 

 

11,877

 

Completed technologies

 

 

123,232

 

 

 

(48,759

)

 

 

74,473

 

 

 

71,112

 

 

 

(32,437

)

 

 

38,675

 

Customer relationships

 

 

183,993

 

 

 

(77,279

)

 

 

106,714

 

 

 

104,213

 

 

 

(64,245

)

 

 

39,968

 

Intangible assets, net

 

$

400,930

 

 

$

(182,987

)

 

$

217,943

 

 

$

251,607

 

 

$

(136,427

)

 

$

115,180

 

 

Amortization expense of intangible assets for the years ended December 31, 2025 and 2024 was $46,560 and $29,619, respectively.

Weighted average useful life of the unamortized intangible assets as of December 31, 2025 was 4.84 years. As of December 31, 2025, based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows:

Year ending December 31,

 

 

 

2026

 

$

61,079

 

2027

 

 

50,263

 

2028

 

 

34,744

 

2029

 

 

26,335

 

2030

 

 

22,496

 

2031 and thereafter

 

 

23,026

 

Total

 

$

217,943

 

 
v3.25.4
Goodwill
 12 Months Ended
Dec. 31, 2025
Goodwill Disclosure [Abstract]  
Goodwill

NOTE 6. Goodwill

The following is a summary of the carrying amount of goodwill:

 

Balance as of January 1, 2024

 

$

140,905

 

Acquisition of LiveIntent

 

 

185,091

 

Foreign currency translation

 

 

(4

)

Balance as of December 31, 2024

 

$

325,992

 

Purchase price allocation adjustments

 

 

(8,635

)

Acquisition of Marigold’s Enterprise Business

 

 

207,909

 

Foreign currency translation

 

 

2,620

 

Balance as of December 31, 2025

 

$

527,886

 

 

Based on the annual quantitative assessment performed by the Company, the fair value of each reporting unit is significantly higher than the respective carrying value, as such there was no impairment loss.
v3.25.4
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combinations [Abstract]  
Acquisitions

NOTE 7. Acquisitions

The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred.

The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration. The unpaid amounts of these liabilities are included in the acquisition-related liabilities on the consolidated balance sheets as of December 31, 2025 and 2024.

(a) Marigold’s Enterprise Business

On September 27, 2025, the Company entered into a Purchase Agreement with Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”) to acquire the Sellers’ enterprise business (“Marigold’s Enterprise Business”). The Company closed this acquisition on November 24, 2025 (the “Closing”). The Company concluded that the transaction represents an acquisition of a business under ASC 805, Business Combinations. The fair value of the aggregate purchase consideration for the Marigold’s Enterprise Business acquisition was $302,797, including $13,394 paid for cash acquired as part of this acquisition. The Company paid $89,101 (net of cash acquired) and, issued 5,329,070 shares of Class A Common Stock with the remaining consideration as seller notes (the “Seller Notes”) that are payable on the first business day following the three-month anniversary of the Closing. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $79,780 as customer relationships intangibles, $52,120 as completed technologies, $12,340 as tradenames, $207,909 as goodwill, and $49,352 as other net liabilities associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 6.02 years.

 

Prior to the acquisition, Marigold’s Enterprise Business was a global marketing software business. The principal activities of Marigold’s Enterprise Business consisted of loyalty services, development and provision of marketing technologies, including email marketing software to marketers and agencies both domestically and overseas. Marigold’s Enterprise Business primarily focuses on enterprise customers with sophisticated, large-scale and complex requirements. The Company incurred $20,281 as acquisition-related expenses related to this acquisition during the year ended December 31, 2025.

Goodwill acquired by the Company in its Marigold’s Enterprise Business acquisition is not deductible for tax purposes.

Pro Forma Information — The unaudited pro forma consolidated revenues of the Company for the years ended December 31, 2025 and 2024 were approximately $1,515,815 and $1,248,595, respectively, and the unaudited pro forma consolidated net loss were approximately $2,400 and $72,110, respectively, as if the business combination had taken place on January 1, 2024.

(b) LiveIntent, Inc.

On October 7, 2024, the Company entered into a stock purchase agreement with the seller of LiveIntent, Inc. (“LiveIntent”) to purchase all of its issued and outstanding shares of common stock. The Company closed this acquisition on October 21, 2024. The Company concluded that the transaction represents an acquisition of a business under ASC 805, Business Combinations. The fair value of the aggregate purchase consideration for the LiveIntent acquisition was $276,976, including $26,983 paid for cash acquired as part of this acquisition, $16,898 as estimated earn-outs based on the achievement of certain operating targets of the acquired business and $14,350 as certain holdbacks. The Company paid $55,819 (net of cash acquired) and issued 5,839,656 shares of Class A Common Stock. During the year ended December 31, 2025, the Company finalized the purchase price allocation for its LiveIntent acquisition. Accordingly, the Company has recognized $29,760 as customer relationships intangibles, $36,180 as completed technologies, $12,220 as tradenames, $176,456 as goodwill, and $22,360 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 4.0 years.

The Company paid $1,205 for certain acquisition-related liabilities during the year ended December 31, 2025.

Prior to the acquisition, LiveIntent was a pioneer in people-based marketing, with proprietary technology powering mobile-centric experiences and first-party identity solutions to identify, unlock, engage, and monetize audiences across channels. Therefore, the Company paid a premium to acquire LiveIntent assets, which is represented as goodwill in the above purchase price allocation. The Company incurred $8,229 as acquisition-related expenses related to this acquisition during the year ended December 31, 2024.

Goodwill acquired by the Company in its LiveIntent acquisition is not deductible for tax purposes.

v3.25.4
Acquisition-Related Liabilities
 12 Months Ended
Dec. 31, 2025
Acquisition Related Liabilities [Abstract]  
Acquisition-Related Liabilities

NOTE 8. Acquisition-Related Liabilities

The following is a summary of acquisition-related liabilities:

 

 

 

eBay
CRM

 

 

Kinetic

 

 

Vital

 

 

Apptness

 

 

ArcaMax

 

 

WhatCounts

 

 

LiveIntent

 

 

Marigold’s
Enterprise Business

 

 

Total

 

Balance as of January 1, 2024

 

$

4,225

 

 

$

245

 

 

$

1,000

 

 

$

5,859

 

 

$

6,336

 

 

$

2,629

 

 

$

—

 

 

$

—

 

 

$

20,294

 

Additions

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31,248

 

 

 

—

 

 

 

31,248

 

Payments made during the year

 

 

(4,225

)

 

 

(140

)

 

 

(1,000

)

 

 

—

 

 

 

(3,334

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,699

)

Change in fair value

 

 

—

 

 

 

(105

)

 

 

—

 

 

 

1,474

 

 

 

281

 

 

 

(2,629

)

 

 

—

 

 

 

—

 

 

 

(979

)

Balance as of December 31, 2024

 

$

—

 

 

$

—

 

 

$

—

 

 

$

7,333

 

 

$

3,283

 

 

$

—

 

 

$

31,248

 

 

$

—

 

 

$

41,864

 

Additions

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

121,767

 

 

 

121,767

 

Payments made during the year

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(7,333

)

 

 

(3,333

)

 

 

—

 

 

 

(1,205

)

 

 

—

 

 

 

(11,871

)

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50

 

 

 

—

 

 

 

35,310

 

 

 

1,363

 

 

 

36,723

 

Balance as of December 31, 2025

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

65,353

 

 

$

123,130

 

 

$

188,483

 

 

As of December 31, 2025, the Company revised the forecasted financial performance of the business acquired in its LiveIntent acquisitions compared to the estimates used in the initial purchase price allocation. As such, the Company recorded changes in the fair value, which are included in “Other expenses / (income)” on the consolidated statements of operations and comprehensive loss.
v3.25.4
Accrued expenses
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Accrued expenses

NOTE 9. Accrued Expenses

The details of accrued expenses are set forth below:

 

 

December 31, 2025

 

 

December 31, 2024

 

Accrued expenses

 

$

103,271

 

 

$

64,345

 

Payroll related liabilities

 

 

70,934

 

 

 

56,072

 

Others

 

 

4,882

 

 

 

983

 

Accrued expenses

 

$

179,087

 

 

$

121,400

 
v3.25.4
Concentration of Credit Risk
 12 Months Ended
Dec. 31, 2025
Risks and Uncertainties [Abstract]  
Concentration of Credit Risk

NOTE 10. Concentration of Credit Risk

One customer accounted for more than 10% of the Company’s total revenues for the year ended December 31, 2025, and no customer accounted for more than 10% of the Company’s total revenues for the year ended December 31, 2024.

Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of both December 31, 2025 and 2024, there was one customer that represented more than 10% of the Company’s accounts receivables balance. The Company continuously monitors whether there is an expected credit loss arising from customers, and accordingly makes provisions as warranted.

v3.25.4
Credit Facilities
 12 Months Ended
Dec. 31, 2025
Line of Credit Facility [Abstract]  
Credit Facilities

NOTE 11. Credit Facilities

The Company’s long-term borrowings are as follows:

 

 

December 31, 2025

 

 

December 31, 2024

 

Credit facility

 

$

200,000

 

 

$

200,000

 

Less: Unamortized deferred financing cost

 

 

(2,917

)

 

 

(3,712

)

Long-term borrowings

 

$

197,083

 

 

$

196,288

 

 

On August 30, 2024, the Company refinanced and replaced its previous senior secured credit facility, dated February 3, 2021, by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550,000 senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term loan in an aggregate principal amount of $200,000 (the “Term Loan”) and (ii) a $350,000 senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, the Company drew down the $200,000 Term Loan and repaid all outstanding obligations in the amount of $185,000 under the previous senior secured credit facility and terminated all commitments thereunder. The Senior Secured Credit Facility is fully secured with a first lien on the Company’s assets. The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. Out of the total Senior Secured Credit Facility, $342,500 remains undrawn as of December 31, 2025. In addition, the Company has an outstanding letter of credit amounting to $771 against the available Revolving Facility.

At the Company’s election, loans made under the Credit Agreement will bear interest at (i) Secured Overnight Financing Rate (“SOFR”) plus a margin of between 1.875% and 2.625% per annum depending on the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement), plus an adjustment of 0.10% per annum or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin of between 0.875% and 1.625% per annum depending on the Company’s Consolidated Net Leverage Ratio. Interest shall be payable at the end of the selected interest period. The effective interest rate of the facility was 6.3% and 7.3% for the years ended December 31, 2025 and 2024, respectively.

The Company accounted for the refinancing in accordance with ASC 470, Debt, as a modification of existing debt, and accordingly the debt issuance cost of $3,397 incurred on the Senior Secured Credit Facility along with the $580 of remaining deferred financing costs of the Existing Senior Secured Credit Facility were capitalized and were recognized as a reduction in long-term borrowings in the audited consolidated balance sheets. These deferred financing costs are being amortized over the term of the Senior Secured Credit Facility on a straight-line basis. During the year ended December 31, 2025, the Company borrowed $6,250 against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility. As of December 31, 2025, the outstanding balance of the Term Loan was $192,500 and Revolving Facility was $7,500.

The Senior Secured Credit Facility contains certain financial maintenance covenants including a Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). The Credit Agreement includes customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, engage in transactions with affiliates and make certain asset dispositions. Additionally, the Company is required to submit periodic financial covenant letters that would include the Company’s current Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, among others. As of December 31, 2025, the applicable Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio were 3.25 and 1.25, respectively, and the Company was in compliance with these covenants.

The Company determined that the Term Loan is classified as Level 3 and the relevant fair value as of the year ended on December 31, 2025 was $193,852. The fair value as of December 31, 2024 was approximately equal to its carrying value.

As of December 31, 2025, the repayment schedule for the Term Loan and Revolving Facility borrowings was as follows:

Year ended December 31,

 

 

 

2026

 

$

10,000

 

2027

 

 

12,500

 

2028

 

 

20,000

 

2029

 

 

157,500

 

2030

 

 

—

 

2031 and thereafter

 

 

—

 

Total*

 

$

200,000

 

 

*Includes $10,000 repayable against the Term Loan facility within the 12-month period ending December 31, 2026. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2025.
v3.25.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 12. Commitments and Contingencies

(a) Purchase obligations

The Company entered into non-cancelable vendor agreements to purchase services. As of December 31, 2025, the Company was party to outstanding purchase contracts as follows:

Year ended December 31,

 

 

 

2026

 

$

50,371

 

2027

 

 

25,619

 

2028

 

 

2,220

 

2029

 

 

2,124

 

2030

 

 

2,318

 

2031 and thereafter

 

 

—

 

Total

 

$

82,652

 

 

(b) Other contingencies

The Company is a party to various litigations and administrative proceedings related to claims arising from its operations in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material impact on the Company’s business, results of operations, financial condition, or cash flows.

v3.25.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

NOTE 13. Stock-Based Compensation

Stock-based compensation plan

In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan, and, in 2017, adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”).

The Plans permitted the issuance of stock options, restricted stock and RSUs to employees, officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and RSUs granted under the Plans generally did not vest until a change in control. Upon a change in control, restricted stock and RSUs vest as to 25% of the shares with the balance of the shares vesting in equal quarterly installments following the change in control over the remainder of a five-year term from the original date of grant. The restricted stock and RSUs fully vest upon a change in control to the extent five years have passed from the original date of grant of the restricted stock or RSUs. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurred, the Company did not record any stock-based compensation for such awards prior to the IPO, a change in control event. The stock-based compensation has been recognized following the vesting of restricted stock, RSUs and options as described below. The Company ceased granting awards under the Plans following its adoption of the 2021 Plan (as defined below) in connection with the IPO.

In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of the Company’s Class A Common Stock and under which restricted stock, RSUs and options have been granted to service providers. With certain exceptions, the equity awards granted under the 2021 Plan generally vest over four years, with 25% of the shares vesting upon the first anniversary of the grant date and the remainder of the shares vesting in equal quarterly installments thereafter.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized stock-based compensation expense of $177,821, $194,984 and $242,881, respectively.

Restricted Stock and Restricted Stock Units

As noted above, the Company’s restricted stock and RSUs granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and RSU awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification.

Following is the activity of restricted stock and RSUs granted by the Company:

 

 

Shares

 

 

Weighted-Average
Grant Date Fair Value

 

Non-vested as of January 1, 2024

 

 

49,698,329

 

 

$

10.54

 

Granted

 

 

7,074,690

 

 

 

12.36

 

Vested

 

 

(23,826,174

)

 

 

10.14

 

Forfeited

 

 

(917,241

)

 

 

9.83

 

Non-vested as of December 31, 2024

 

 

32,029,604

 

 

$

11.26

 

Granted (1)

 

 

8,006,222

 

 

 

16.47

 

Vested (2)

 

 

(19,438,496

)

 

 

10.83

 

Forfeited (3)

 

 

(1,277,033

)

 

 

12.79

 

Non-vested as of December 31, 2025 (4)

 

 

19,320,297

 

 

$

13.75

 

(1)
During the year ended December 31, 2025, the Company granted 282,210 shares of restricted stock and 7,724,012 RSUs to its employees, advisors and non-employee directors.
(2)
During the year ended December 31, 2025, 16,903,886 shares of restricted stock and 2,534,610 RSUs vested.
(3)
During the year ended December 31, 2025, 553,226 shares of restricted stock and 723,807 RSUs were forfeited.
(4)
Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.

Stock options

Following is the summary of transactions under the Plans and the 2021 Plan:

 

 

Number of
options

 

 

Weighted
average
exercise
price

 

 

Weighted
average
remaining
contractual
life (years)

 

 

Aggregate
intrinsic
value (per share)

 

Outstanding options as of January 1, 2024

 

 

2,619,937

 

 

$

8.49

 

 

 

4.97

 

 

$

0.57

 

Granted

 

 

1,832,802

 

 

 

10.81

 

 

 

 

 

 

 

Exercised

 

 

(429,989

)

 

 

7.38

 

 

 

 

 

 

 

Forfeited

 

 

(208,735

)

 

 

9.10

 

 

 

 

 

 

 

Outstanding options as of December 31, 2024

 

 

3,814,015

 

 

$

9.70

 

 

 

8.35

 

 

$

8.45

 

Granted

 

 

12,805,814

 

 

 

13.98

 

 

 

 

 

 

 

Exercised

 

 

(406,852

)

 

 

8.15

 

 

 

 

 

 

 

Forfeited

 

 

(579,231

)

 

 

11.85

 

 

 

 

 

 

 

Outstanding options as of December 31, 2025

 

 

15,633,746

 

 

$

13.17

 

 

 

9.18

 

 

$

4.04

 

 

As of December 31, 2025, the Company had 1,617,159 outstanding exercisable options with a weighted-average exercise price of $9.30.

The Company granted 12,805,814 options during the year ended December 31, 2025. The Company determined the estimated weighted-average fair value of the options using the Black-Scholes-Merton method as $7.94. The following assumptions were used by the Company for the options valuation:

 

 

As of December 31,
2025

Dividend yield

 

0.0%

Volatility

 

55.0% - 60.1%

Expected Term (years)

 

6.1 - 6.2

Risk free rate of interest

 

3.9% - 4.2%

 

Performance-Based Stock Unit (“PSUs”) Award

On April 3, 2024, the Compensation Committee of the Board of Directors approved the grant of 2,989,850 PSUs subject to market conditions (at the target level) under the 2021 Plan (the “2024 PSUs”). Upon achievement of certain conditions described below, the 2024 PSUs could result in the issuance of up to 5,979,700 shares of Class A Common Stock.

The 2024 PSUs may be earned on the determination date, which is after the end of each fiscal quarter beginning with the three-month period ending on December 31, 2024 and ending with, and including, the three-month period ending on December 31, 2028, based on the 20-day volume-weighted average closing price per share (“VWAP”) for the applicable quarter. In no event shall (i) any 2024 PSUs be earned if the VWAP for the applicable quarter is below $10.30 and (ii) more than 200% of the target 2024 PSUs be earned. The number of 2024 PSUs earned for such quarter shall be reduced by the number of 2024 PSUs, if any, earned in any prior quarter.

Each 2024 PSU represents the right to receive shares of Class A Common Stock as set forth in the 2024 PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time the 2024 PSUs are earned and have vested. Each 2024 PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A Common Stock if the 2024 PSUs are earned and vested. Earned 2024 PSUs vest as to 33.33% on the date the Company determines the number of 2024 PSUs that are earned for such quarter, and the remaining earned 2024 PSUs vest in eight equal quarterly installments thereafter, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control.

Following is the summary of PSUs subject to market conditions under the Company’s 2021 Plan:

 

 

Number of PSUs

 

 

Weighted Average
Grant Date Fair
Value

 

Outstanding PSUs as of January 1, 2024

 

 

4,755,675

 

 

$

15.34

 

Granted

 

 

2,989,850

 

 

 

17.83

 

Performance Adjustment

 

 

5,748,142

 

 

 

16.07

 

Vested

 

 

(3,539,683

)

 

 

15.97

 

Forfeited

 

 

(40,810

)

 

 

20.66

 

Outstanding PSUs as of December 31, 2024

 

 

9,913,174

 

 

$

16.27

 

Granted

 

 

—

 

 

 

—

 

Performance Adjustment

 

 

2,694,032

 

 

 

17.83

 

Vested and Issued

 

 

(6,737,176

)

 

 

17.10

 

Forfeited

 

 

(213,571

)

 

 

16.20

 

Outstanding PSUs as of December 31, 2025

 

 

5,656,459

 

 

$

16.02

 

 

The number of shares to be issued upon achievement of the applicable performance condition and satisfaction of the vesting schedule are specified in the applicable PSU award agreements. In the table above, the number of “granted” PSUs are presented at 100% of the specified target shares. Of the total PSUs subject to market conditions granted by the Company, the Company determined that 16,317,251 PSUs were earned through December 31, 2025, of which 5,656,459 earned PSUs remained unissued. The performance adjustment shown in the table above reflects the incremental PSUs that were earned in excess of target (100%).

As of December 31, 2025, the Company has outstanding 849,183 PSUs granted to certain employees that are not subject to market conditions. Upon achievement of certain operating targets, these PSUs could result in the issuance of 849,183 shares of Class A Common Stock.

2021 Employee Stock Purchase Plan

The Company maintains the 2021 ESPP. The 2021 ESPP permits participants to purchase the Company’s Class A Common Stock through contributions up to a specified percentage of their eligible compensation. The maximum number of shares that may be purchased by a participant during any offering period is capped at 10,000. In addition, no employee will be permitted to accrue the right to purchase shares under the Section 423 component at a rate in excess of $25 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s Class A Common Stock as of the first day of the offering period).

The 2021 ESPP has consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable. The Company determined the estimated fair value of the shares purchased under the 2021 ESPP using the Black-Scholes-Merton method.

During the year ended December 31, 2025, the Company issued 170,483 shares of Class A Common Stock related to the 2021 ESPP offering that ended on May 31, 2025 and 209,921 shares of Class A Common Stock related to the 2021 ESPP offering that ended on November 30, 2025.

The fair value of shares for the offering that commenced on December 1, 2025 was estimated at $5.65 per share, using the following assumptions, and this offering that will end on May 31, 2026 is expected to result in the issuance of approximately 171,071 shares of Class A Common Stock.

 

 

As of December 31,
2025

 

Dividend yield

 

 

0.0

%

Risk free interest rate

 

 

3.8

%

Volatility

 

 

57.0

%

Unrecognized stock-based compensation

The Company has $254,362 of unrecognized compensation expense related to its 19,320,297 shares of unvested restricted stock and RSUs, 13,182,552 PSUs subject to market conditions, 14,016,587 options, 849,183 additional PSUs that are not subject to market conditions and approximately 171,071 shares of Class A Common Stock to be issued under the 2021 ESPP offering that will end on May 31, 2026. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.05 years.

v3.25.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

NOTE 14. Stockholders’ Equity

Share repurchase plan

On November 13, 2024, the Company’s Board of Directors authorized a stock repurchase and withholding program (the “2024 SRP”) of up to $100,000 in the aggregate for repurchases of the Company’s outstanding shares of Class A Common Stock through December 31, 2026. On July 23, 2025, the Company's Board of Directors authorized a new stock repurchase and withholding program (the “2025 SRP”) of up to $200,000 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. In addition to repurchases, both the 2024 SRP and 2025 SRP also allow for the withholding of shares as an alternative to market sales by certain executives and other employees to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program”).

During the year ended December 31, 2025, the Company repurchased 7,899,208 shares of Class A Common Stock for a value of $120,094. The Company had an unsettled amount of $873 related to repurchases during the year ended December 31, 2024, which was subsequently paid by the Company during the year ended December 31, 2025. As of December 31, 2025, $163,981 remained available for purchase under this discretionary plan.

Conversion of Class B Common Stock to Class A Common Stock

During the year ended December 31, 2025, 456,645 shares of Class B Common Stock were converted into shares of Class A Common Stock upon transfer pursuant to the terms of our amended and restated certificate of incorporation.

Issuance of Class A Common Stock

On November 24, 2025, the Company completed its acquisition of Marigold’s Enterprise Business and issued 5,329,070 shares of Class A Common Stock at $17.27, for an aggregate value of $92,033 as part of the purchase consideration agreed under the Purchase Agreement.

During the year ended December 31, 2025, the Company issued 197,028 shares of Class A Common Stock valued at $3,667 for the earn-out payment related to its Apptness acquisition, 50,736 shares of Class A Common Stock valued at $667 for the earn-out payment related to its ArcaMax acquisition and 140,100 shares of Class A Common Stock valued at $2,330 in connection with certain contractual agreements.
v3.25.4
Leases
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Leases

NOTE 15. Leases

The Company maintains leased offices and data center space in the United States of America, India, Denmark, Netherlands, Czech Republic, France and Germany.

The balance for right-to-use assets and lease liabilities are as follows:

 

Operating Leases

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Right-to-use assets - operating leases, net

 

$

19,101

 

 

$

8,806

 

Current portion of long-term operating lease liabilities*

 

$

8,944

 

 

$

3,631

 

Long-term operating lease liabilities*

 

$

11,715

 

 

$

7,139

 

 

* Current portion of long-term operating lease liabilities and long-term operating lease liabilities are included in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.

Supplemental information related to operating leases is as follows:

 

Particulars

 

For the year ended December 31, 2025

 

Total operating lease cost

 

$

7,413

 

Other short-term lease cost

 

$

863

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

7,807

 

Right-to-use assets obtained in exchange for new operating lease liabilities

 

$

16,390

 

Weighted-average remaining lease term (years) — operating leases

 

 

2.62

 

Weighted-average discount rate — operating leases

 

 

6.5

%

 

Minimum lease obligations - future minimum payments under all operating leases as of December 31, 2025 are as follows:

 

2026

 

$

9,966

 

2027

 

 

7,135

 

2028

 

 

3,529

 

2029

 

 

1,396

 

2030

 

 

417

 

2031 and thereafter

 

 

—

 

Total undiscounted lease commitments

 

$

22,443

 

Less: Imputed interest

 

 

(1,784

)

Total discounted operating lease liabilities

 

$

20,659

 

v3.25.4
Fair Value Disclosures
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Disclosures

NOTE 16. Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include Level 1, Level 2 and Level 3.

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:

 

 

 

As of December 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents*

 

$

275,401

 

 

$

—

 

 

$

—

 

 

$

275,401

 

Total assets measured at fair value

 

$

275,401

 

 

$

—

 

 

$

—

 

 

$

275,401

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related liabilities

 

$

—

 

 

$

—

 

 

$

188,483

 

 

$

188,483

 

Total liabilities measured at fair value

 

$

—

 

 

$

—

 

 

$

188,483

 

 

$

188,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents*

 

$

352,230

 

 

$

—

 

 

$

—

 

 

$

352,230

 

Total assets measured at fair value

 

$

352,230

 

 

$

—

 

 

$

—

 

 

$

352,230

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related liabilities

 

$

—

 

 

$

—

 

 

$

41,864

 

 

$

41,864

 

Total liabilities measured at fair value

 

$

—

 

 

$

—

 

 

$

41,864

 

 

$

41,864

 

 

* Includes cash invested by the Company in money market accounts with certain financial institutions.

The fair value of the acquisition-related liabilities was estimated using the Monte-Carlo simulation model and was classified as a Level 3 financial instrument. The significant assumptions used in the model are the forecasted financial performance of the acquired businesses in future periods.

There were no transfers of financial instruments into or out of Level 3 during the years ended December 31, 2025 and 2024.

The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2025 and 2024:

 

 

 

Acquisition-
related
liabilities

 

Balance as of January 1, 2024

 

$

20,294

 

Additions

 

 

31,248

 

Payments made during the year

 

 

(8,699

)

Change in fair value

 

 

(979

)

Balance as of December 31, 2024

 

$

41,864

 

Additions

 

 

121,767

 

Payments made during the year

 

 

(11,871

)

Change in fair value

 

 

36,723

 

Balance as of December 31, 2025

 

$

188,483

 

 

In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables, etc. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the contingent consideration.

v3.25.4
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 17. Income Taxes

The components of loss before income taxes is as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Domestic operations

 

$

(34,774

)

 

$

(77,871

)

 

$

(187,763

)

Foreign operations

 

 

1,687

 

 

 

2,924

 

 

 

1,319

 

Loss before income taxes

 

$

(33,087

)

 

$

(74,947

)

 

$

(186,444

)

 

Current and deferred income taxes / (benefits) on loss from continuing operations are as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Current:

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

State and local

 

 

253

 

 

 

543

 

Foreign

 

 

2,767

 

 

 

1,778

 

Total current income taxes

 

$

3,020

 

 

$

2,321

 

Deferred:

 

 

 

 

 

 

Federal

 

$

(2,502

)

 

$

(5,410

)

State and local

 

 

(738

)

 

 

(1,968

)

Foreign

 

 

(1,358

)

 

 

(119

)

Total deferred income benefits

 

$

(4,598

)

 

$

(7,497

)

Income tax benefit

 

$

(1,578

)

 

$

(5,176

)

 

The difference between the federal statutory rate of 21% and the Company’s effective tax rate after the adoption of ASU 2023-09 is summarized as follows:

 

 

 

December 31, 2025

 

 

 

Amount

 

 

Percentage

 

U.S. federal statutory tax rate

 

$

(6,949

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

(363

)

 

 

1.1

%

Foreign tax effects

 

 

 

 

 

 

United Kingdom

 

 

419

 

 

 

(1.3

)%

Other foreign jurisdictions

 

 

710

 

 

 

(2.2

)%

Research and development credits

 

 

(2,234

)

 

 

6.8

%

Change in valuation allowance

 

 

(23,159

)

 

 

70.0

%

Nontaxable or Nondeductible Items

 

 

 

 

 

 

Non-deductible officer’s compensation

 

 

31,859

 

 

 

(96.3

)%

Stock-based compensation

 

 

(12,717

)

 

 

38.4

%

Contingent consideration remeasurement

 

 

7,712

 

 

 

(23.3

)%

Non-deductible transaction cost

 

 

2,000

 

 

 

(6.0

)%

Meals and entertainment cost

 

 

1,100

 

 

 

(3.3

)%

Other

 

 

144

 

 

 

(0.4

)%

Changes in unrecognized tax benefits (2)

 

 

(100

)

 

 

0.3

%

Effective tax rate

 

$

(1,578

)

 

 

4.8

%

(1)
State taxes in California, New York and New York City made up the majority (greater than 50%) of the tax effect in this category.
(2)
Changes in unrecognized tax benefits on aggregated basis for all jurisdictions.

The difference between the federal statutory rate of 21% and the Company’s effective tax rate before the adoption of ASU 2023-09 is summarized as follows:

 

 

 

December 31, 2024

 

U.S. federal statutory rate

 

 

21.0

%

State income taxes

 

 

20.7

%

Other permanent differences

 

 

(1.2

)%

Non-deductible transaction cost

 

 

(1.3

)%

Stock-based compensation

 

 

70.2

%

Non-deductible officer’s compensation

 

 

(37.2

)%

Research and development credit

 

 

1.3

%

Change in valuation allowance

 

 

(68.7

)%

Change in state tax rates

 

 

3.0

%

Others

 

 

(0.9

)%

Effective tax rate

 

 

6.9

%

 

Significant components of the Company’s net deferred tax (liabilities) / assets are as follows:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Accounts receivable reserve

 

$

1,392

 

 

$

1,178

 

Accrued payroll

 

 

11,039

 

 

 

8,201

 

Net operating loss carry forward

 

 

159,024

 

 

 

113,454

 

Stock-based compensation

 

 

27,168

 

 

 

16,218

 

Interest limitation carry forward

 

 

5,654

 

 

 

8,192

 

Tax credit

 

 

11,738

 

 

 

6,731

 

Research and development costs

 

 

44,311

 

 

 

44,519

 

Accrued expenses and others

 

 

7,878

 

 

 

3,393

 

Total deferred tax assets

 

$

268,204

 

 

$

201,886

 

Less: Valuation allowance

 

 

(237,376

)

 

 

(181,480

)

Deferred tax assets, net of valuation allowance

 

$

30,828

 

 

$

20,406

 

Deferred tax liabilities:

 

 

 

 

 

 

Fixed assets

 

$

(5,716

)

 

$

(4,661

)

Right-to-use assets

 

 

(3,522

)

 

 

(2,055

)

Intangible assets

 

 

(26,614

)

 

 

(2,234

)

Deferred state income tax and others

 

 

(11,033

)

 

 

(10,837

)

Total deferred tax liabilities

 

$

(46,885

)

 

$

(19,787

)

Net deferred tax (liabilities) / assets

 

$

(16,057

)

 

$

619

 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carry forwards. The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which is inherently uncertain. The Company assesses all available positive and negative evidence to determine if its existing deferred tax assets are realizable on a more-likely-than-not basis. In making such an assessment, the Company considered the reversal of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The ultimate realization of a deferred tax asset is dependent on the Company’s generation of sufficient taxable income within the available net operating loss carry back and/or carryforward periods to utilize the deductible temporary differences.

A significant piece of objective negative evidence was the cumulative loss incurred in the U.S., United Kingdom, and other foreign jurisdictions over the three-year period ended December 31, 2025. Such objective evidence limits the Company’s ability to consider other subject evidence, such as the Company projections for future growth. On the basis of this evaluation, the Company continued to conclude that its U.S., United Kingdom and other foreign deferred tax assets are not realizable on a more-likely-than-not basis and that a full valuation allowance is required. The amount of deferred tax asset considered realizable, however, could be adjusted if estimates of future income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future growth. During 2025, the Company’s valuation allowance increased by $55,896, primarily due to valuation allowances recorded with the acquisition of the Marigold’s Enterprise Business.

As of December 31, 2025, the Company had U.S. federal net operating loss carryforwards of approximately $273,444 of which $75,361 are subject to an annual limitation pursuant to IRC Section 382. Approximately, $103,081 of U.S. federal net operating loss carryforwards expire in varying amounts during 2028 to 2037, if not utilized. These net operating losses are available to offset 100% of future taxable income. The remaining $170,363 of U.S. federal net operating loss may be carried forward indefinitely but are only available to offset 80% of future taxable income. In addition, the Company had state net operating losses in various state tax jurisdictions of $24,368 (tax effected) which will expire in varying amounts during 2027 through 2045, if not utilized.

As of December 31, 2025, the Company had United Kingdom net operating loss carryforwards of approximately $273,143, primarily acquired in connection with the acquisition of the Marigold’s Enterprise Business, which may be carried forward indefinitely subject to various limitations under United Kingdom tax law.

As of December 31, 2025, the Company had U.S. federal research tax credit carryforwards of $8,643, of which $1,774 are subject to an annual limitation under IRC Section 383. These credits expire in varying amounts from 2035 to 2045, if not utilized. The Company also had state research tax credit carryforwards of $3,095 (tax effected) as of December 31, 2025, of which $2,901 may be carried forward indefinitely. The remaining $194 will expire in varying amounts from 2029 to 2040 if not utilized.

The Company plans to continue to reinvest foreign earnings indefinitely outside the U.S. If these future earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in the foreseeable future, the Company may be required to accrue applicable withholding taxes. However, the determination of the amount of the deferred tax liability is not practicable.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

Balance as of January 1, 2024

 

$

—

 

Increase in tax positions for current / prior periods

 

 

675

 

Balance as of December 31, 2024

 

$

675

 

Increase in tax positions for current / prior periods

 

 

970

 

Balance as of December 31, 2025

 

$

1,645

 

 

As of December 31, 2025 and 2024, the accrued amount of interest and penalties were $192 and $173, respectively. The Company’s accounting policy is to record both accrued interest and penalties related to income tax matters in the income tax provision in the accompanying consolidated statements of operations and comprehensive loss.

Cash taxes paid in accordance with the adoption of ASU 2023-09 were as follows:

 

 

 

Year ended December 31, 2025

 

Federal

 

$

—

 

State and local

 

 

964

 

Foreign

 

 

2,098

 

Total

 

$

3,062

 

 

 

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:

 

 

 

Year ended December 31, 2025

 

State and local

 

 

 

New York (1)

 

$

361

 

New York City (1)

 

 

218

 

Texas

 

 

256

 

 

 

 

Foreign

 

 

 

India

 

$

1,373

 

Germany

 

 

292

 

Czech Republic

 

 

235

 

(1)
The New York State and New York City cash taxes paid are related to capital taxes and are not included in the Company’s income tax provision but are disclosed as part of the Company’s income taxes paid on the consolidated statements of cash flows.

The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statutes of limitations. The earliest years’ tax returns filed by the Company that are still subject to examination by the tax authorities in the major jurisdictions are as follows:

 

Jurisdiction

 

Tax Year

U.S.

 

2022

Belgium

 

2022

France

 

2022

India

 

2023

United Kingdom

 

2022
v3.25.4
401(k) Defined Contribution Plan
 12 Months Ended
Dec. 31, 2025
Retirement Benefits [Abstract]  
401(k) Defined Contribution Plan

NOTE 18. 401(k) Defined Contribution Plan

The Company maintains a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. During the years ended December 31, 2025 and 2024, the Company accrued employees’ eligible contributions according to the 401(k)-plan document which aggregated to $2,678 and $2,248, respectively. The amount of contributions related to the year ended December 31, 2025 was fully paid during 2026.
v3.25.4
Net Loss Per Share Attributable to Common Stockholders
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Net Loss Per Share Attributable to Common Stockholders

NOTE 19. Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share is computed using the two-class method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, RSUs and PSUs as of December 31, 2025 and 2024 of 24,976,756 and 42,792,051, respectively, are not considered as participating securities and are anti-dilutive and as such are excluded from the weighted average number of shares used for calculating basic and diluted net loss per share. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

Numerator for Basic and Diluted loss per share – loss available to common stockholders

 

$

(31,509

)

 

$

(69,771

)

 

$

(187,481

)

Denominator:

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

 

201,565,939

 

 

 

168,277,091

 

 

 

140,593,656

 

Class B Common Stock

 

 

19,156,875

 

 

 

17,707,016

 

 

 

16,103,652

 

Denominator for Basic and Diluted loss per share – weighted-average common stock

 

 

220,722,814

 

 

 

185,984,107

 

 

 

156,697,308

 

Basic and Diluted loss per share

 

$

(0.14

)

 

$

(0.38

)

 

$

(1.20

)

 

Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore, net loss per share attributable to common stockholders was the same on a basic and diluted basis.

Anti-dilutive weighted-average common equivalent shares were as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Options

 

 

2,317,812

 

 

 

3,663,812

 

 

 

2,065,316

 

Restricted Stock and RSUs

 

 

14,252,881

 

 

 

42,361,451

 

 

 

56,915,993

 

PSUs

 

 

1,679,898

 

 

 

7,504,227

 

 

 

4,370,543

 
v3.25.4
Other Expenses / (Income)
 12 Months Ended
Dec. 31, 2025
Other Income and Expenses [Abstract]  
Other Expenses / (Income)

NOTE 20. Other Expenses / (Income)

The components of other expenses / (income) are detailed as follows:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Change in the fair value of acquisition-related liabilities

 

$

36,723

 

 

$

(979

)

 

$

7,200

 

Foreign currency translation loss

 

 

357

 

 

 

864

 

 

 

620

 

Others

 

 

1,008

 

 

 

—

 

 

 

—

 

Total other expenses / (income)

 

$

38,088

 

 

$

(115

)

 

$

7,820

 
v3.25.4
Basis of Presentation and Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Principles of Consolidation

(a) Principles of consolidation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.
Use of Estimates

(b) Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. In these consolidated financial statements, accounts receivable, free standing and embedded financial instruments, acquired assets and liabilities (including goodwill and intangible assets) and their useful lives, website and software development costs, acquisition-related liabilities including contingent purchase price payable and holdback payable, stock-based compensation, impairment of indefinite and long-lived assets, and valuation allowance on income taxes involve reliance on management’s estimates. Estimates are based on management judgment and the best available information, as such actual results could differ from those estimates.

Net Loss Per Share Attributable to Common Stockholders

(c) Net loss per share attributable to common stockholders:

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Refer to “Note 19. Net Loss Per Share Attributable to Common Stockholders” for further discussion.

Revenue Recognition

(d) Revenue recognition:

Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology.

Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues.

The Company determines revenue recognition through the following steps:

(i)
Identification of the contract, or contracts, with a customer.
(ii)
Identification of the performance obligations in the contract.
(iii)
Determination of the transaction price.
(iv)
Allocation of the transaction price to the performance obligations in the contract.
(v)
Recognition of revenue when, or as, the Company satisfies a performance obligation.

At contract inception, the Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

The transaction price is the amount of consideration that the Company is entitled to in exchange for transferring services to a customer. Certain customer contracts give rise to variable consideration, including rebates and allowances that generally decrease the transaction price and therefore reduce revenues. These variable amounts are generally credited to the customer, based on achieving certain levels of activity. Variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated based upon historical experience and known trends.

Further, for the contracts having multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the contract and requires judgment. Typically, the best estimate of SSP is the contractual price of each obligation. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the Company acts as an agent. Payment terms are typically 30 to 90 days. As such, the Company does not have any significant financing components.

Generally, the Company’s contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time, revenue for such contracts is recognized using the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. The Company also derives revenues from subscription fees for the use of its platforms. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term.

When the Company enters into multiple contracts with a single counterparty, the Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated with a single commercial objective, (ii) consideration to be paid in one contract depends on the terms of the other contract, and (iii) services promised are a single performance obligation.

When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the services transferred to determine the independent nature of both the transactions. The Company presents the revenue and expense based on the fair value of the services provided or received.

Principal vs. Agent

In substantially all its businesses, the Company incurs third-party costs on behalf of customers, including direct costs and incidental costs. Third-party direct costs incurred in connection with the delivery of advertising or marketing services include, among others: purchased media, data, cost of physical mailers, and procurement cost of Internet Protocol Addresses (“IPs”), used in the emailing services. However, the inclusion of billings related to third-party direct costs in revenues depends on whether the Company acts as a principal or as an agent in the customer arrangement.

In certain businesses the Company may act as a principal when contracting for third-party services on behalf of its customers because it controls the specified goods or services before they are transferred to the customer and the Company is responsible for providing the specified goods or services, or it is responsible for directing and integrating third-party vendors to fulfil its performance obligation at the agreed upon contractual price. In such arrangements, the Company also takes pricing risk under the terms of the customer contract. In certain media buying businesses, the Company acts as a principal when it controls the buying process for the purchase of the media and contracts directly with the media vendor. In these arrangements, it assumes the pricing risk under the terms of the customer contract. In such cases, the Company includes billable amounts related to third-party costs in the transaction price and record revenues at the gross amount billed, consistent with the manner that revenues are recognized for the underlying services contract.

In certain arrangements the Company may act as an agent of the customers when contracting for third-party services on behalf of its customers because the Company does not control the specified goods or services before they are transferred to the customer. In these contracts with customers, the Company provides access to its software platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend, a subscription fee or a fixed cost per impression. In such arrangements, any direct costs incurred on behalf of the customers are netted down from the revenues and revenue is recognized on net basis.

Contract assets and liabilities

Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $12,924 and $11,101 as of December 31, 2025 and 2024, respectively, and are included in the accounts receivables, net, in the consolidated balance sheets.

Contract liabilities consist of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the years ended December 31, 2025 and 2024, the Company billed and collected $49,021 (including deferred revenue from the acquisition), and $20,419 in advance, respectively, and recognized $23,971 and $13,372, respectively, as revenues. As of December 31, 2025 and 2024, the deferred revenues were $35,398 and $10,348, respectively.

Practical expedients and exemptions

The Company applies the following optional exemptions:

(a)
does not disclose transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance;
(b)
for certain contracts, the Company utilizes the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer.

Significant judgments

The recognition of revenues requires the Company to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, contract assets and contract liabilities.

(a)
Revenues from certain contracts with customers are subject to variability due to cash incentives and credit notes, therefore, revenues are recognized but subject to the constraint on the variable consideration, i.e. only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
(b)
When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to the end customer, the Company evaluates whether it is a principal, and reports revenues on a gross basis, or an agent, and reports revenues on a net basis. In this assessment, it is considered if the control of the specified goods or services is obtained before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction.
(c)
Contracts with customers may include multiple services. Determining whether those services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment.
(d)
Contracts with the Company’s vendors that involve both the purchase and sale of services with a single counterparty. Assessing each contract to determine if the revenue and expense should be presented gross or net, may require significant judgement.
(e)
Determining the standalone selling price for various performance obligations in the customer contracts requires significant judgement.

Remaining Performance Obligations

Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors.

As of December 31, 2025, the Company’s remaining performance obligations for the next twelve months and thereafter were approximately $197,700 and $113,000, respectively.

Disaggregation of revenues from contract with customers

The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be direct platform revenue.

When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered integrated platform revenue.

The following table summarizes disaggregation for the years ended December 31, 2025, 2024 and 2023:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Direct platform revenue

 

 

74

%

 

 

70

%

 

 

72

%

Integrated platform revenue

 

 

26

%

 

 

30

%

 

 

28

%

 

Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets.

Operating Expenses

(e) Operating expenses:

Operating expenses including cost of revenues (excluding depreciation and amortization), general and administrative expenses, selling and marketing expenses and research and development expenses, are recognized as these costs are incurred.

Depreciation and amortization:

The Company records depreciation and amortization using a straight-line method over the estimated useful life of the assets.

Acquisition-related expenses:

Acquisition-related expenses primarily consist of legal and professional services fees and employee related expenses that are associated with business combinations.

Restructuring expenses:

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. The Company recognizes these costs as they are incurred.
Cash and cash equivalents

(f) Cash and cash equivalents:

Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains cash balances with banks which at times may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of December 31, 2025 and 2024, approximately 7.1% and 1.1% of cash and cash equivalents, respectively, were held in accounts outside the United States and not protected by FDIC insurance.

Accounts Receivable and Allowance for Expected Credit Losses

(g) Accounts receivable and allowance for expected credit losses:

Accounts receivable are carried at original invoice amount less an allowance for expected credit losses. Allowances for expected credit losses are established through an evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of receivables. Management considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customers, current economic industry trends, and changes in customer payment terms. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following table reconciles the changes in the allowance for expected credit losses for the years ended December 31, 2025 and 2024:

Balance as of January 1, 2024

 

$

3,564

 

Bad debt expense

 

 

1,726

 

Write offs

 

 

(999

)

Balance as of December 31, 2024

 

$

4,291

 

Bad debt expense

 

 

2,704

 

Write offs

 

 

(3,163

)

Balance as of December 31, 2025

 

$

3,832

 

 

Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of December 31, 2025 and 2024, the Company had $12,924 and $11,101 of unbilled accounts receivable, respectively.

Property and Equipment, Net

(h) Property and equipment, net:

Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized.

Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Computer equipment

 

3-6

Office equipment and furniture

 

5-7

Purchased software

 

3-5

Leasehold improvements

 

Shorter of useful life and
lease term

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment for assets held and used was recorded for the years ended December 31, 2025 and 2024.
Website and Software Development Costs, Net

(i) Website and software development costs, net:

The Company capitalizes the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries, bonuses, stock-based compensation and other employee benefits costs of employees working on such software development. Capitalization begins during the application development stage, following completion of the preliminary project stage. If a project constitutes an enhancement to previously developed software, it is assessed whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization using the straight-line method. The estimated useful life of the Company’s website and software development costs is three years. The Company annually assesses whether triggering events are present to review developed software for impairment. Based on this assessment, there was no event during the year ended December 31, 2025 that required the Company to perform such impairment analysis.
Intangible Assets, Net

(j) Intangible assets, net:

Intangible assets are recorded at cost less accumulated amortization. Cost of intangible assets acquired through business combinations represents their fair market value at the date of acquisition. Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Tradenames

 

4-7

Data supply relationships

 

2-5

Completed technologies

 

3-10

Customer relationships

 

3-12

 

The Company purchases and licenses data content from multiple data providers to develop the proprietary databases of information. This data content sometime consists of consumer information like name, address, phone numbers, zip codes, gender, age group, etc. and it may also consist of business information industry, sales volume, physical address, financial information, credit score, etc. License agreement terms vary by vendor. In some instances, the Company retains perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the life of the contract term. The Company capitalizes the intangible assets as the data contents are received from the third parties, as it expects those assets to provide future economic benefit via the generation of Company’s revenue and margins. These intangibles assets are amortized on a straight-line basis over the estimated useful life of the data asset. The Company evaluates data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made.

The amortization period for the capitalized purchased content is based on the Company’s best estimate of the useful life of the asset, which ranges from two to five years. The determination of the useful life includes consideration of a variety of factors including, but not limited to, assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on the Company’s estimates of the diminishing value of the data over time.

Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly recurring payment terms over the contractual period. Upon the expiration of such arrangements, the Company no longer has the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. The Company will immediately lose rights to data under these arrangements if it cancels the subscription and/or cease making payments under the subscription arrangements.

The Company reviews the carrying value of its definite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. Factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition and other economic factors. For the years ended December 31, 2025 and 2024, no such events and circumstances were noticed that would trigger such assessment and therefore no impairment was recorded.

Goodwill

(k) Goodwill:

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more often if and when circumstances indicate that goodwill may not be recoverable. The Company performs an annual goodwill impairment test on October 1 of every year at a reporting unit level based on the financial statements as of September 30. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. As of December 31, 2025, the Company has four reporting units.

The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. It may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units. Qualitative factors that are considered as part of this assessment include a change in the Company’s equity valuation and its implied impact on reporting unit fair value, a change in its weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of the businesses. For the quantitative test, the Company generally uses a discounted cash flow method to estimate fair value.

The discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with the Company’s internal forecasts. The estimated cash flows are discounted using a rate that represents its weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill.

For the years ended December 31, 2025 and 2024 annual goodwill impairment test, the Company elected to bypass the qualitative assessment for its four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units. As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded their respective carrying value as of each of the dates. Specifically, for the year ended December 31, 2025, the difference between the fair value and the book value of the reporting units was in the range of $71,305 - $2,659,013.
Income Taxes

(l) Income taxes:

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. A valuation allowance is established when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are more fully discussed in “Note 17. Income Taxes”.

From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions including determining the Company’s uncertain tax position. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different.

The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense.

The Company’s policy is to account for income taxes for global intangible low taxed income (“GILTI”), as a period cost when incurred.
Foreign Currency Translations

(m) Foreign currency translations:

The Company operates in multiple countries through its legal entities and it performs the functional currency assessment for these entities periodically to determine whether the respective local country currency or United States Dollars ("USD") is their functional currency. Once this determination is made, transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss.

The assets and liabilities of the subsidiaries for which the functional currency is other than the USD are translated into USD, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into USD at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive gain / (loss)” in the consolidated balance sheets.

Financial Instruments

(n) Financial instruments:

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrants and derivative liabilities, acquisition-related liabilities, which are primarily denominated in U.S. dollars. The carrying amounts of some of these instruments approximate their fair values principally due to the short-term nature of these items. The Company uses a third-party valuation firm to determine the fair value of warrants and derivative and acquisition-related liabilities periodically and such valuations are calculated using a variety of methods including market multiples, comparable market transactions and discounted cash flows. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments.

With respect to accounts receivable, the Company is exposed to credit risk arising from the potential for counterparties to default on their contractual obligations to the Company. The Company generally does not require collateral to support accounts receivable. The Company establishes an allowance for expected credit losses that corresponds with the specific credit risk of its customers, historical trends, and economic circumstances.

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See “Note 16. Fair Value Disclosures” for additional information regarding fair value.

Warrants and Derivative Liabilities

(o) Warrants and derivative liabilities:

When warrants or similar instruments are issued, the Company applies the guidance in ASC Topic 815, Derivative and Hedging ("ASC 815") to determine if the warrants should be classified as equity instruments or as derivative instruments. Generally, warrants that are indexed to the Company’s own stock would be classified as equity instruments and are not classified as derivative instruments under this guidance. A key element to consider in determining if a warrant would be considered indexed to the Company’s own stock is if the warrants settlement amount is equal to the difference between the fair value of a fixed number of equity shares and a fixed monetary amount.

This criterion is sometimes known as the “fixed-for fixed” criteria. In cases where the fixed for fixed criteria are not met, the warrants are classified as derivative instruments.

When the Company enters into transactions, that include certain features that qualify to be embedded derivatives in accordance with ASC 815, applicable GAAP requires the Company to bifurcate such features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. As of December 31, 2025 and 2024, there were no outstanding warrants and derivatives for the Company.
Stock-based Compensation and Other Stock-based Payments

(p) Stock-based compensation and other stock-based payments:

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and stock options granted to the employees, consultants or advisors and non-employee directors, as well as shares purchased under the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to “Note 13. Stock-Based Compensation”).

The Company accounts for all stock-based payment awards using a fair value-based method. The fair value of the stock options granted to employees and the shares purchased under the 2021 ESPP is estimated on the date of the grant using the Black-Scholes-Merton pricing model, and the related stock-based compensation is recognized over the vesting term of the option. The fair value of the restricted shares granted prior to the Company’s initial public offering (the “IPO”) was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants.

The Company accounts for its PSU awards that are subject to market conditions based on the fair value determined using the Monte Carlo simulation method, by a third-party valuation firm engaged by the Company. The Company accounts for PSU awards that are not subject to market conditions based on the Company’s closing stock price as of the day prior to the date of grant. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation related to restricted stock awards, RSUs and stock options and straight-line over the term method for all the other awards.
Segments

(q) Segments:

The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required significant financial segment information can be found in the consolidated financial statements. There are no other significant segment expenses that would require disclosure. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The CODM uses net income / (loss) and Adjusted EBITDA to allocate resources. Adjusted EBITDA is defined as the Company’s net income / (loss) from operations adjusted for stock-based compensation, interest expenses, net, income taxes, depreciation and amortization, acquisition-related expenses, restructuring expenses, other expenses / (income) and certain non-recurring expenses. The CODM uses net income / (loss) for budget-to-actual variances on a quarterly basis when making decisions about allocating capital and personnel resources of the Company.

Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets are as follows:

Revenues by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

US

 

$

1,246,502

 

 

$

974,946

 

 

$

700,060

 

International

 

 

58,166

 

 

 

30,808

 

 

 

28,663

 

Total revenues

 

$

1,304,668

 

 

$

1,005,754

 

 

$

728,723

 

 

Total long-lived assets (including right-to-use assets) by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

US

 

$

22,882

 

 

$

13,914

 

International

 

 

11,612

 

 

 

3,748

 

Total long-lived assets

 

$

34,494

 

 

$

17,662

 

 
Operating Leases

(r) Operating leases:

The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.

Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. Leases with an initial term of 12 months or less are not recognized on the consolidated balance sheets.

As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-to-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of Right-to-use assets. Operating lease expenses are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Refer to “Note 15. Leases” for additional information.
New Accounting Pronouncements Recently adopted

New accounting pronouncements

Recently adopted:

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity can apply the amendments in ASU 2023-09 prospectively or retrospectively to all annual periods beginning after December 15, 2024. The guidance was adopted by the Company prospectively for the year ended December 31, 2025, and the Company, accordingly, made the required changes in its income tax related disclosure (Refer to “Note 17. Income Taxes”). The adoption of ASU 2023-09 did not have any material impact on the Company’s audited consolidated financial statements.
New Accounting Pronouncements Not yet adopted

Not yet adopted:

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”), ASU 2025-12 represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments in ASU 2025-12 are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-12 guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the existing standard to remove all references to “software development stages.” Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, it is probable that the project will be completed, and the software will be used to perform the function intended. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 guidance on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), introducing a practical expedient whereby when developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendment in ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-05 guidance on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its audited consolidated financial statements and related disclosures.
v3.25.4
Basis of Presentation and Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Disaggregation of Revenue

The following table summarizes disaggregation for the years ended December 31, 2025, 2024 and 2023:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Direct platform revenue

 

 

74

%

 

 

70

%

 

 

72

%

Integrated platform revenue

 

 

26

%

 

 

30

%

 

 

28

%

 
Schedule of Changes in the Allowance for Doubtful Accounts

The following table reconciles the changes in the allowance for expected credit losses for the years ended December 31, 2025 and 2024:

Balance as of January 1, 2024

 

$

3,564

 

Bad debt expense

 

 

1,726

 

Write offs

 

 

(999

)

Balance as of December 31, 2024

 

$

4,291

 

Bad debt expense

 

 

2,704

 

Write offs

 

 

(3,163

)

Balance as of December 31, 2025

 

$

3,832

 
Schedule of Weighted Average Useful Lives of Intangible Assets

Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Computer equipment

 

3-6

Office equipment and furniture

 

5-7

Purchased software

 

3-5

Leasehold improvements

 

Shorter of useful life and
lease term
Disclosure of Useful Lives of Finite Lived Intangible Assets Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows:

 

 

Estimated Useful Life
(Years)

Tradenames

 

4-7

Data supply relationships

 

2-5

Completed technologies

 

3-10

Customer relationships

 

3-12
Schedule of Revenues and Long-Lived Assets by Geographic Region are Based on the Physical Location of the Customers Being Served or the Assets

Revenues by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

US

 

$

1,246,502

 

 

$

974,946

 

 

$

700,060

 

International

 

 

58,166

 

 

 

30,808

 

 

 

28,663

 

Total revenues

 

$

1,304,668

 

 

$

1,005,754

 

 

$

728,723

 

 

Total long-lived assets (including right-to-use assets) by geographic region consisted of the following:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

US

 

$

22,882

 

 

$

13,914

 

International

 

 

11,612

 

 

 

3,748

 

Total long-lived assets

 

$

34,494

 

 

$

17,662

 

 
v3.25.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net and Related Accumulated Depreciation

The details of property and equipment, net and related accumulated depreciation, are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Computer equipment and purchased software

 

$

39,218

 

 

$

30,429

 

Office equipment and furniture

 

 

1,747

 

 

 

1,439

 

Leasehold improvements

 

 

4,880

 

 

 

2,704

 

Property and equipment, gross

 

$

45,845

 

 

$

34,572

 

Less: Accumulated depreciation

 

 

(30,452

)

 

 

(25,716

)

Property and equipment, net

 

$

15,393

 

 

$

8,856

 

 
v3.25.4
Website and Software Development Costs, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Capitalized Computer Software, Net [Abstract]  
Summary of Website and Software Development Costs

The details of website and software development costs, net and the related accumulated amortization are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Website and software development costs

 

$

157,185

 

 

$

134,044

 

Less: Accumulated amortization

 

 

(125,665

)

 

 

(105,095

)

Website and software development costs, net

 

$

31,520

 

 

$

28,949

 
v3.25.4
Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Intangible Assets Disclosure [Abstract]  
Summary of Intangible Assets and Related Accumulated Amortization

The details of intangible assets and related accumulated amortization are set forth below:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

 

 

Gross
value

 

 

Accumulated
amortization

 

 

Net
Value

 

 

Gross
value

 

 

Accumulated
amortization

 

 

Net
Value

 

Data supply relationships

 

$

66,425

 

 

$

(51,824

)

 

$

14,601

 

 

$

61,342

 

 

$

(36,682

)

 

$

24,660

 

Tradenames

 

 

27,280

 

 

 

(5,125

)

 

 

22,155

 

 

 

14,940

 

 

 

(3,063

)

 

 

11,877

 

Completed technologies

 

 

123,232

 

 

 

(48,759

)

 

 

74,473

 

 

 

71,112

 

 

 

(32,437

)

 

 

38,675

 

Customer relationships

 

 

183,993

 

 

 

(77,279

)

 

 

106,714

 

 

 

104,213

 

 

 

(64,245

)

 

 

39,968

 

Intangible assets, net

 

$

400,930

 

 

$

(182,987

)

 

$

217,943

 

 

$

251,607

 

 

$

(136,427

)

 

$

115,180

 
Summary of Total Estimated Future Amortization ased on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows:

Year ending December 31,

 

 

 

2026

 

$

61,079

 

2027

 

 

50,263

 

2028

 

 

34,744

 

2029

 

 

26,335

 

2030

 

 

22,496

 

2031 and thereafter

 

 

23,026

 

Total

 

$

217,943

 

 
v3.25.4
Goodwill (Tables)
 12 Months Ended
Dec. 31, 2025
Goodwill Disclosure [Abstract]  
Summary of Goodwill

The following is a summary of the carrying amount of goodwill:

 

Balance as of January 1, 2024

 

$

140,905

 

Acquisition of LiveIntent

 

 

185,091

 

Foreign currency translation

 

 

(4

)

Balance as of December 31, 2024

 

$

325,992

 

Purchase price allocation adjustments

 

 

(8,635

)

Acquisition of Marigold’s Enterprise Business

 

 

207,909

 

Foreign currency translation

 

 

2,620

 

Balance as of December 31, 2025

 

$

527,886

 

 
v3.25.4
Acquisition-Related Liabilities (Tables)
 12 Months Ended
Dec. 31, 2025
Acquisition Related Liabilities [Abstract]  
Schedule of Acquisition Related Liabilities

The following is a summary of acquisition-related liabilities:

 

 

 

eBay
CRM

 

 

Kinetic

 

 

Vital

 

 

Apptness

 

 

ArcaMax

 

 

WhatCounts

 

 

LiveIntent

 

 

Marigold’s
Enterprise Business

 

 

Total

 

Balance as of January 1, 2024

 

$

4,225

 

 

$

245

 

 

$

1,000

 

 

$

5,859

 

 

$

6,336

 

 

$

2,629

 

 

$

—

 

 

$

—

 

 

$

20,294

 

Additions

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31,248

 

 

 

—

 

 

 

31,248

 

Payments made during the year

 

 

(4,225

)

 

 

(140

)

 

 

(1,000

)

 

 

—

 

 

 

(3,334

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(8,699

)

Change in fair value

 

 

—

 

 

 

(105

)

 

 

—

 

 

 

1,474

 

 

 

281

 

 

 

(2,629

)

 

 

—

 

 

 

—

 

 

 

(979

)

Balance as of December 31, 2024

 

$

—

 

 

$

—

 

 

$

—

 

 

$

7,333

 

 

$

3,283

 

 

$

—

 

 

$

31,248

 

 

$

—

 

 

$

41,864

 

Additions

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

121,767

 

 

 

121,767

 

Payments made during the year

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(7,333

)

 

 

(3,333

)

 

 

—

 

 

 

(1,205

)

 

 

—

 

 

 

(11,871

)

Change in fair value

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50

 

 

 

—

 

 

 

35,310

 

 

 

1,363

 

 

 

36,723

 

Balance as of December 31, 2025

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

65,353

 

 

$

123,130

 

 

$

188,483

 

 

As of December 31, 2025, the Company revised the forecasted financial performance of the business acquired in its LiveIntent acquisitions compared to the estimates used in the initial purchase price allocation. As such, the Company recorded changes in the fair value, which are included in “Other expenses / (income)” on the consolidated statements of operations and comprehensive loss.
v3.25.4
Accrued expenses - (Tables)
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Summary of Accrued Expenses

The details of accrued expenses are set forth below:

 

 

December 31, 2025

 

 

December 31, 2024

 

Accrued expenses

 

$

103,271

 

 

$

64,345

 

Payroll related liabilities

 

 

70,934

 

 

 

56,072

 

Others

 

 

4,882

 

 

 

983

 

Accrued expenses

 

$

179,087

 

 

$

121,400

 
v3.25.4
Credit Facilities (Tables)
 12 Months Ended
Dec. 31, 2025
Line of Credit Facility [Abstract]  
Schedule Of Long-Term Borrowings

The Company’s long-term borrowings are as follows:

 

 

December 31, 2025

 

 

December 31, 2024

 

Credit facility

 

$

200,000

 

 

$

200,000

 

Less: Unamortized deferred financing cost

 

 

(2,917

)

 

 

(3,712

)

Long-term borrowings

 

$

197,083

 

 

$

196,288

 

 
Summary of Maturities of Long-term Debt

As of December 31, 2025, the repayment schedule for the Term Loan and Revolving Facility borrowings was as follows:

Year ended December 31,

 

 

 

2026

 

$

10,000

 

2027

 

 

12,500

 

2028

 

 

20,000

 

2029

 

 

157,500

 

2030

 

 

—

 

2031 and thereafter

 

 

—

 

Total*

 

$

200,000

 

 

*Includes $10,000 repayable against the Term Loan facility within the 12-month period ending December 31, 2026. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2025.
v3.25.4
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Summary of Long-term Purchase Commitment

The Company entered into non-cancelable vendor agreements to purchase services. As of December 31, 2025, the Company was party to outstanding purchase contracts as follows:

Year ended December 31,

 

 

 

2026

 

$

50,371

 

2027

 

 

25,619

 

2028

 

 

2,220

 

2029

 

 

2,124

 

2030

 

 

2,318

 

2031 and thereafter

 

 

—

 

Total

 

$

82,652

 
v3.25.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Activity of Restricted Stock And Restricted Stock Units Granted By Company

Following is the activity of restricted stock and RSUs granted by the Company:

 

 

Shares

 

 

Weighted-Average
Grant Date Fair Value

 

Non-vested as of January 1, 2024

 

 

49,698,329

 

 

$

10.54

 

Granted

 

 

7,074,690

 

 

 

12.36

 

Vested

 

 

(23,826,174

)

 

 

10.14

 

Forfeited

 

 

(917,241

)

 

 

9.83

 

Non-vested as of December 31, 2024

 

 

32,029,604

 

 

$

11.26

 

Granted (1)

 

 

8,006,222

 

 

 

16.47

 

Vested (2)

 

 

(19,438,496

)

 

 

10.83

 

Forfeited (3)

 

 

(1,277,033

)

 

 

12.79

 

Non-vested as of December 31, 2025 (4)

 

 

19,320,297

 

 

$

13.75

 

(1)
During the year ended December 31, 2025, the Company granted 282,210 shares of restricted stock and 7,724,012 RSUs to its employees, advisors and non-employee directors.
(2)
During the year ended December 31, 2025, 16,903,886 shares of restricted stock and 2,534,610 RSUs vested.
(3)
During the year ended December 31, 2025, 553,226 shares of restricted stock and 723,807 RSUs were forfeited.
(4)
Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.
Summary of Transaction under Plans and 2021 Plan

Following is the summary of transactions under the Plans and the 2021 Plan:

 

 

Number of
options

 

 

Weighted
average
exercise
price

 

 

Weighted
average
remaining
contractual
life (years)

 

 

Aggregate
intrinsic
value (per share)

 

Outstanding options as of January 1, 2024

 

 

2,619,937

 

 

$

8.49

 

 

 

4.97

 

 

$

0.57

 

Granted

 

 

1,832,802

 

 

 

10.81

 

 

 

 

 

 

 

Exercised

 

 

(429,989

)

 

 

7.38

 

 

 

 

 

 

 

Forfeited

 

 

(208,735

)

 

 

9.10

 

 

 

 

 

 

 

Outstanding options as of December 31, 2024

 

 

3,814,015

 

 

$

9.70

 

 

 

8.35

 

 

$

8.45

 

Granted

 

 

12,805,814

 

 

 

13.98

 

 

 

 

 

 

 

Exercised

 

 

(406,852

)

 

 

8.15

 

 

 

 

 

 

 

Forfeited

 

 

(579,231

)

 

 

11.85

 

 

 

 

 

 

 

Outstanding options as of December 31, 2025

 

 

15,633,746

 

 

$

13.17

 

 

 

9.18

 

 

$

4.04

 

 
Summary of Performance Stock Unit Award Activity

Following is the summary of PSUs subject to market conditions under the Company’s 2021 Plan:

 

 

Number of PSUs

 

 

Weighted Average
Grant Date Fair
Value

 

Outstanding PSUs as of January 1, 2024

 

 

4,755,675

 

 

$

15.34

 

Granted

 

 

2,989,850

 

 

 

17.83

 

Performance Adjustment

 

 

5,748,142

 

 

 

16.07

 

Vested

 

 

(3,539,683

)

 

 

15.97

 

Forfeited

 

 

(40,810

)

 

 

20.66

 

Outstanding PSUs as of December 31, 2024

 

 

9,913,174

 

 

$

16.27

 

Granted

 

 

—

 

 

 

—

 

Performance Adjustment

 

 

2,694,032

 

 

 

17.83

 

Vested and Issued

 

 

(6,737,176

)

 

 

17.10

 

Forfeited

 

 

(213,571

)

 

 

16.20

 

Outstanding PSUs as of December 31, 2025

 

 

5,656,459

 

 

$

16.02

 
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

 

 

As of December 31,
2025

 

Dividend yield

 

 

0.0

%

Risk free interest rate

 

 

3.8

%

Volatility

 

 

57.0

%
Stock Options [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Share Based Compensation Stock Options Valuation Assumptions The following assumptions were used by the Company for the options valuation:

 

 

As of December 31,
2025

Dividend yield

 

0.0%

Volatility

 

55.0% - 60.1%

Expected Term (years)

 

6.1 - 6.2

Risk free rate of interest

 

3.9% - 4.2%
v3.25.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Summary of Right-of-Use Asset and Lease Liabilities

The balance for right-to-use assets and lease liabilities are as follows:

 

Operating Leases

 

As of December 31, 2025

 

 

As of December 31, 2024

 

Right-to-use assets - operating leases, net

 

$

19,101

 

 

$

8,806

 

Current portion of long-term operating lease liabilities*

 

$

8,944

 

 

$

3,631

 

Long-term operating lease liabilities*

 

$

11,715

 

 

$

7,139

 

 

* Current portion of long-term operating lease liabilities and long-term operating lease liabilities are included in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
Schedule of Supplemental Information Related to Operating Leases

Supplemental information related to operating leases is as follows:

 

Particulars

 

For the year ended December 31, 2025

 

Total operating lease cost

 

$

7,413

 

Other short-term lease cost

 

$

863

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

7,807

 

Right-to-use assets obtained in exchange for new operating lease liabilities

 

$

16,390

 

Weighted-average remaining lease term (years) — operating leases

 

 

2.62

 

Weighted-average discount rate — operating leases

 

 

6.5

%
Summary of Future Minimum Payments Under Operating Leases

Minimum lease obligations - future minimum payments under all operating leases as of December 31, 2025 are as follows:

 

2026

 

$

9,966

 

2027

 

 

7,135

 

2028

 

 

3,529

 

2029

 

 

1,396

 

2030

 

 

417

 

2031 and thereafter

 

 

—

 

Total undiscounted lease commitments

 

$

22,443

 

Less: Imputed interest

 

 

(1,784

)

Total discounted operating lease liabilities

 

$

20,659

 

v3.25.4
Fair Value Disclosures (Tables)
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Summary of Financial Instruments Measured At Fair Value On a Recurring Basis

The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:

 

 

 

As of December 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents*

 

$

275,401

 

 

$

—

 

 

$

—

 

 

$

275,401

 

Total assets measured at fair value

 

$

275,401

 

 

$

—

 

 

$

—

 

 

$

275,401

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related liabilities

 

$

—

 

 

$

—

 

 

$

188,483

 

 

$

188,483

 

Total liabilities measured at fair value

 

$

—

 

 

$

—

 

 

$

188,483

 

 

$

188,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents*

 

$

352,230

 

 

$

—

 

 

$

—

 

 

$

352,230

 

Total assets measured at fair value

 

$

352,230

 

 

$

—

 

 

$

—

 

 

$

352,230

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related liabilities

 

$

—

 

 

$

—

 

 

$

41,864

 

 

$

41,864

 

Total liabilities measured at fair value

 

$

—

 

 

$

—

 

 

$

41,864

 

 

$

41,864

 

* Includes cash invested by the Company in money market accounts with certain financial institutions.

The fair value of the acquisition-related liabilities was estimated using the Monte-Carlo simulation model and was classified as a Level 3 financial instrument. The significant assumptions used in the model are the forecasted financial performance of the acquired businesses in future periods.

There were no transfers of financial instruments into or out of Level 3 during the years ended December 31, 2025 and 2024.
Summary of Reconciliations of Changes In The Fair Value of The Liabilities

The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2025 and 2024:

 

 

 

Acquisition-
related
liabilities

 

Balance as of January 1, 2024

 

$

20,294

 

Additions

 

 

31,248

 

Payments made during the year

 

 

(8,699

)

Change in fair value

 

 

(979

)

Balance as of December 31, 2024

 

$

41,864

 

Additions

 

 

121,767

 

Payments made during the year

 

 

(11,871

)

Change in fair value

 

 

36,723

 

Balance as of December 31, 2025

 

$

188,483

 
v3.25.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign

The components of loss before income taxes is as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Domestic operations

 

$

(34,774

)

 

$

(77,871

)

 

$

(187,763

)

Foreign operations

 

 

1,687

 

 

 

2,924

 

 

 

1,319

 

Loss before income taxes

 

$

(33,087

)

 

$

(74,947

)

 

$

(186,444

)
Schedule of Components of Income Tax Expense (Benefit)

Current and deferred income taxes / (benefits) on loss from continuing operations are as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Current:

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

State and local

 

 

253

 

 

 

543

 

Foreign

 

 

2,767

 

 

 

1,778

 

Total current income taxes

 

$

3,020

 

 

$

2,321

 

Deferred:

 

 

 

 

 

 

Federal

 

$

(2,502

)

 

$

(5,410

)

State and local

 

 

(738

)

 

 

(1,968

)

Foreign

 

 

(1,358

)

 

 

(119

)

Total deferred income benefits

 

$

(4,598

)

 

$

(7,497

)

Income tax benefit

 

$

(1,578

)

 

$

(5,176

)
Schedule of Effective Income Tax Rate Reconciliation

The difference between the federal statutory rate of 21% and the Company’s effective tax rate after the adoption of ASU 2023-09 is summarized as follows:

 

 

 

December 31, 2025

 

 

 

Amount

 

 

Percentage

 

U.S. federal statutory tax rate

 

$

(6,949

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

(363

)

 

 

1.1

%

Foreign tax effects

 

 

 

 

 

 

United Kingdom

 

 

419

 

 

 

(1.3

)%

Other foreign jurisdictions

 

 

710

 

 

 

(2.2

)%

Research and development credits

 

 

(2,234

)

 

 

6.8

%

Change in valuation allowance

 

 

(23,159

)

 

 

70.0

%

Nontaxable or Nondeductible Items

 

 

 

 

 

 

Non-deductible officer’s compensation

 

 

31,859

 

 

 

(96.3

)%

Stock-based compensation

 

 

(12,717

)

 

 

38.4

%

Contingent consideration remeasurement

 

 

7,712

 

 

 

(23.3

)%

Non-deductible transaction cost

 

 

2,000

 

 

 

(6.0

)%

Meals and entertainment cost

 

 

1,100

 

 

 

(3.3

)%

Other

 

 

144

 

 

 

(0.4

)%

Changes in unrecognized tax benefits (2)

 

 

(100

)

 

 

0.3

%

Effective tax rate

 

$

(1,578

)

 

 

4.8

%

(1)
State taxes in California, New York and New York City made up the majority (greater than 50%) of the tax effect in this category.
(2)
Changes in unrecognized tax benefits on aggregated basis for all jurisdictions.

The difference between the federal statutory rate of 21% and the Company’s effective tax rate before the adoption of ASU 2023-09 is summarized as follows:

 

 

 

December 31, 2024

 

U.S. federal statutory rate

 

 

21.0

%

State income taxes

 

 

20.7

%

Other permanent differences

 

 

(1.2

)%

Non-deductible transaction cost

 

 

(1.3

)%

Stock-based compensation

 

 

70.2

%

Non-deductible officer’s compensation

 

 

(37.2

)%

Research and development credit

 

 

1.3

%

Change in valuation allowance

 

 

(68.7

)%

Change in state tax rates

 

 

3.0

%

Others

 

 

(0.9

)%

Effective tax rate

 

 

6.9

%
Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s net deferred tax (liabilities) / assets are as follows:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Accounts receivable reserve

 

$

1,392

 

 

$

1,178

 

Accrued payroll

 

 

11,039

 

 

 

8,201

 

Net operating loss carry forward

 

 

159,024

 

 

 

113,454

 

Stock-based compensation

 

 

27,168

 

 

 

16,218

 

Interest limitation carry forward

 

 

5,654

 

 

 

8,192

 

Tax credit

 

 

11,738

 

 

 

6,731

 

Research and development costs

 

 

44,311

 

 

 

44,519

 

Accrued expenses and others

 

 

7,878

 

 

 

3,393

 

Total deferred tax assets

 

$

268,204

 

 

$

201,886

 

Less: Valuation allowance

 

 

(237,376

)

 

 

(181,480

)

Deferred tax assets, net of valuation allowance

 

$

30,828

 

 

$

20,406

 

Deferred tax liabilities:

 

 

 

 

 

 

Fixed assets

 

$

(5,716

)

 

$

(4,661

)

Right-to-use assets

 

 

(3,522

)

 

 

(2,055

)

Intangible assets

 

 

(26,614

)

 

 

(2,234

)

Deferred state income tax and others

 

 

(11,033

)

 

 

(10,837

)

Total deferred tax liabilities

 

$

(46,885

)

 

$

(19,787

)

Net deferred tax (liabilities) / assets

 

$

(16,057

)

 

$

619

 
Summary of Income Tax Contingencies

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

Balance as of January 1, 2024

 

$

—

 

Increase in tax positions for current / prior periods

 

 

675

 

Balance as of December 31, 2024

 

$

675

 

Increase in tax positions for current / prior periods

 

 

970

 

Balance as of December 31, 2025

 

$

1,645

 

 
Schedule of Cash Income Taxes Paid (Net of Refunds)

Cash taxes paid in accordance with the adoption of ASU 2023-09 were as follows:

 

 

 

Year ended December 31, 2025

 

Federal

 

$

—

 

State and local

 

 

964

 

Foreign

 

 

2,098

 

Total

 

$

3,062

 

 

 

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:

 

 

 

Year ended December 31, 2025

 

State and local

 

 

 

New York (1)

 

$

361

 

New York City (1)

 

 

218

 

Texas

 

 

256

 

 

 

 

Foreign

 

 

 

India

 

$

1,373

 

Germany

 

 

292

 

Czech Republic

 

 

235

 

(1)
The New York State and New York City cash taxes paid are related to capital taxes and are not included in the Company’s income tax provision but are disclosed as part of the Company’s income taxes paid on the consolidated statements of cash flows.
Income Tax Years Subject To Examination

Jurisdiction

 

Tax Year

U.S.

 

2022

Belgium

 

2022

France

 

2022

India

 

2023

United Kingdom

 

2022
v3.25.4
Net Loss Per Share Attributable to Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Summary of Basic and Diluted Net Loss Per Share

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

Numerator for Basic and Diluted loss per share – loss available to common stockholders

 

$

(31,509

)

 

$

(69,771

)

 

$

(187,481

)

Denominator:

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

 

201,565,939

 

 

 

168,277,091

 

 

 

140,593,656

 

Class B Common Stock

 

 

19,156,875

 

 

 

17,707,016

 

 

 

16,103,652

 

Denominator for Basic and Diluted loss per share – weighted-average common stock

 

 

220,722,814

 

 

 

185,984,107

 

 

 

156,697,308

 

Basic and Diluted loss per share

 

$

(0.14

)

 

$

(0.38

)

 

$

(1.20

)
Schedule of Anti-Dilutive Common Equivalent Shares

Anti-dilutive weighted-average common equivalent shares were as follows:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Options

 

 

2,317,812

 

 

 

3,663,812

 

 

 

2,065,316

 

Restricted Stock and RSUs

 

 

14,252,881

 

 

 

42,361,451

 

 

 

56,915,993

 

PSUs

 

 

1,679,898

 

 

 

7,504,227

 

 

 

4,370,543

 
v3.25.4
Other Expenses / (Income) (Tables)
 12 Months Ended
Dec. 31, 2025
Other Income and Expenses [Abstract]  
Schedule of Other Expenses / (Income)

The components of other expenses / (income) are detailed as follows:

 

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Change in the fair value of acquisition-related liabilities

 

$

36,723

 

 

$

(979

)

 

$

7,200

 

Foreign currency translation loss

 

 

357

 

 

 

864

 

 

 

620

 

Others

 

 

1,008

 

 

 

—

 

 

 

—

 

Total other expenses / (income)

 

$

38,088

 

 

$

(115

)

 

$

7,820

 
v3.25.4
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2025
USD ($)
Unit
Dec. 31, 2024
USD ($)
Unit
Accounting Policies [Line Items]    
Contract assets $ 12,924,000 $ 11,101,000
Amount billed and collected in advance 49,021,000 20,419,000
Revenue recognised out of advance receipt 23,971,000 13,372,000
Deferred revenue $ 35,398,000 10,348,000
Number of operating segments | Unit 1  
Derivative liabilities $ 0 $ 0
Accounts receivable overdue period for which acccounts are reviewed individually for collectability 90 days 90 days
Impairment of finite lived intangible assets $ 0 $ 0
Number of reporting units | Unit 4 4
Goodwill impairment loss $ 0 $ 0
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember  
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required significant financial segment information can be found in the consolidated financial statements. There are no other significant segment expenses that would require disclosure. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.  
Segment reporting, factors used to identify entity's reportable segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.  
Change in accounting principle, accounting standards update, adopted   true
Accounting Standards Update [Extensible Enumeration] us-gaap:AccountingStandardsUpdate202309Member  
Change in accounting principle, accounting standards update, adoption date Dec. 31, 2025  
Change in accounting principle, accounting standards update, immaterial effect true  
Not Insured With Federal Deposit Insurance Corporation [Member] | Non-US [Member]    
Accounting Policies [Line Items]    
Percentage of cash and cash equivalents 7.10% 1.10%
Minimum [Member]    
Accounting Policies [Line Items]    
Reporting unit, Amount of fair value in excess of carrying amount $ 71,305,000  
Revenue, performance obligation of payment terms 30 days  
Minimum [Member] | Capitalized Purchased Content [Member]    
Accounting Policies [Line Items]    
Finite lived intangible assets useful lives 2 years  
Maximum [Member]    
Accounting Policies [Line Items]    
Reporting unit, Amount of fair value in excess of carrying amount $ 2,659,013,000  
Revenue, performance obligation of payment terms 90 days  
Maximum [Member] | Capitalized Purchased Content [Member]    
Accounting Policies [Line Items]    
Finite lived intangible assets useful lives 5 years  
Current Assets [Member]    
Accounting Policies [Line Items]    
Unbilled receivable current $ 12,924,000 $ 11,101,000
v3.25.4
Basis of Presentation and Significant Accounting Policies - Additional Information 1 (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Accounting Policies [Line Items]  
Revenue, remaining performance obligation, amount $ 197,700
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Accounting Policies [Line Items]  
Revenue, remaining performance obligation, amount $ 113,000
Revenue, remaining performance obligation, expected timing of satisfaction, period
v3.25.4
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail) - Revenue, Product and Service Benchmark [Member] - Product Concentration Risk [Member]
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Direct Platform Revenues [Member]      
Disaggregation of Revenue [Line Items]      
Revenues 74.00% 70.00% 72.00%
Integrated Platform Revenues [Member]      
Disaggregation of Revenue [Line Items]      
Revenues 26.00% 30.00% 28.00%
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Changes in the Allowance for Doubtful Accounts (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Beginning balance $ 4,291 $ 3,564
Bad debt expense 2,704 1,726
Write off's (3,163) (999)
Ending balance $ 3,832 $ 4,291
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail)
Dec. 31, 2025
Shorter of useful life and lease term  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Minimum [Member] | Computer Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Minimum [Member] | Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Minimum [Member] | Purchased Software [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Maximum [Member] | Computer Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 6 years
Maximum [Member] | Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 7 years
Maximum [Member] | Purchased Software [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Weighted Average Useful Lives of Intangible Assets (Detail)
Dec. 31, 2025
Trade Names [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 4 years
Trade Names [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 7 years
Data Supply Relationships [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 2 years
Data Supply Relationships [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 years
Completed Technologies [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 3 years
Completed Technologies [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 10 years
Customer Relationships [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 3 years
Customer Relationships [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 12 years
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Revenues and Long-lived Assets by Geographic Region are Based on the Physical Location of the Customers Being Served or the Assets (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues $ 1,304,668 $ 1,005,754 $ 728,723
Operating Segments [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 1,304,668 1,005,754 728,723
Long-lived assets 34,494 17,662  
Operating Segments [Member] | US [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 1,246,502 974,946 700,060
Long-lived assets 22,882 13,914  
Operating Segments [Member] | International [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 58,166 30,808 $ 28,663
Long-lived assets $ 11,612 $ 3,748  
v3.25.4
Property and Equipment, Net - Summary of Property and Equipment, Net and Related Accumulated Depreciation (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment – gross $ 45,845 $ 34,572
Less: Accumulated depreciation (30,452) (25,716)
Property and equipment – net 15,393 8,856
Computer equipment and purchased software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment – gross 39,218 30,429
Office equipment and furniture [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment – gross 1,747 1,439
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment – gross $ 4,880 $ 2,704
v3.25.4
Property and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Abstract]    
Depreciation $ 4,909 $ 4,193
Accumulated depreciation, off-set amount $ 173 $ 157
v3.25.4
Website and Software Development Costs, Net - Summary of Website and Software Development Costs (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Capitalized Computer Software, Net [Abstract]    
Capitalized software development costs $ 157,185 $ 134,044
Less: Accumulated amortization (125,665) (105,095)
Capitalized software development costs – net $ 31,520 $ 28,949
v3.25.4
Website and Software Development Costs, Net - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Capitalized Computer Software, Net [Abstract]    
Software development costs capitalized during the period $ 23,141 $ 19,113
Amortization of software development costs 20,570 22,288
Accumulated amortization, capitalized computer software, offset amount $ 0 $ 0
v3.25.4
Intangible Assets, Net - Summary of Intangible Assets and Related Accumulated Amortization (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross value $ 400,930 $ 251,607
Accumulated amortization (182,987) (136,427)
Net value 217,943 115,180
Data supply relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross value 66,425 61,342
Accumulated amortization (51,824) (36,682)
Net value 14,601 24,660
Tradenames    
Finite-Lived Intangible Assets [Line Items]    
Gross value 27,280 14,940
Accumulated amortization (5,125) (3,063)
Net value 22,155 11,877
Completed technologies    
Finite-Lived Intangible Assets [Line Items]    
Gross value 123,232 71,112
Accumulated amortization (48,759) (32,437)
Net value 74,473 38,675
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross value 183,993 104,213
Accumulated amortization (77,279) (64,245)
Net value $ 106,714 $ 39,968
v3.25.4
Intangible Assets, Net - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Intangible Assets Disclosure [Abstract]    
Amortization expense $ 46,560 $ 29,619
Weighted average useful life of the unamortized intangibles 4 years 10 months 2 days  
v3.25.4
Intangible Assets, Net - Summary of Total Estimated Future Amortization (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2026 $ 61,079  
2027 50,263  
2028 34,744  
2029 26,335  
2030 22,496  
2031 and thereafter 23,026  
Net value $ 217,943 $ 115,180
v3.25.4
Goodwill - Summary of Goodwill (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Goodwill [Line Items]    
Beginning balance $ 325,992 $ 140,905
Purchase price allocation adjustments (8,635)  
Foreign currency translation 2,620 (4)
Ending balance 527,886 325,992
LiveIntent [Member]    
Goodwill [Line Items]    
Acquisition   $ 185,091
Marigold Enterprise Business [Member]    
Goodwill [Line Items]    
Acquisition $ 207,909  
v3.25.4
Goodwill - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Goodwill Disclosure [Abstract]    
Goodwill impairment loss $ 0 $ 0
v3.25.4
Acquisitions - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 24, 2025
Sep. 27, 2025
Oct. 07, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition, Date of Acquisition Agreement            
Business acquisition, net of cash acquired       $ 90,305 $ 55,819 $ 18,245
Recognized of customer relationships as goodwill       527,886 325,992 140,905
Acquisition-related expenses       20,281 8,229 $ 203
Acquisition-related liabilities paid       $ 11,871 8,699  
Maximum [Member] | Customer Relationships [Member]            
Business Acquisition, Date of Acquisition Agreement            
Finite lived intangible assets useful lives       12 years    
Maximum [Member] | Tradenames [Member]            
Business Acquisition, Date of Acquisition Agreement            
Finite lived intangible assets useful lives       7 years    
LiveIntent, Inc [Member]            
Business Acquisition, Date of Acquisition Agreement            
Date of agreement     Oct. 07, 2024      
Name of acquired entity     LiveIntent, Inc.      
Fair value of aggregate purchase consideration     $ 276,976      
Amount paid for cash acquired     26,983      
Fair value of earn outs     16,898      
Business acquisition, net of cash acquired     55,819      
Recognized of customer relationships intangibles     29,760      
Business combination, recognized identifiable, assets acquired and liabilities assumed, property, plan and equipment     36,180      
Recognized of customer relationships as goodwill     176,456      
Other net assets     $ 22,360      
Finite lived intangible assets useful lives     4 years      
Acquisition-related expenses         8,229  
Business acquisiton holdbacks     $ 14,350      
Acquisition-related liabilities paid       $ 1,205    
LiveIntent, Inc [Member] | Tradenames [Member]            
Business Acquisition, Date of Acquisition Agreement            
Business Combination recognized identifiable assets acquired and liabilities assumed indefinite lived intangible assets     $ 12,220      
LiveIntent, Inc [Member] | Class A Common Stock [Member]            
Business Acquisition, Date of Acquisition Agreement            
Business acquisition, number of shares     5,839,656      
Kinetic Data Solutions, LLC [Member]            
Business Acquisition, Date of Acquisition Agreement            
Acquisition-related liabilities paid         140  
Vital Digital, Corp [Member]            
Business Acquisition, Date of Acquisition Agreement            
Acquisition-related liabilities paid         1,000  
Marigold Group, Inc [Member]            
Business Acquisition, Date of Acquisition Agreement            
Date of agreement   Sep. 27, 2025        
Name of acquired entity   Marigold Group, Inc.        
Fair value of aggregate purchase consideration   $ 302,797        
Amount paid for cash acquired   13,394        
Business acquisition, net of cash acquired   89,101        
Recognized of customer relationships intangibles   79,780        
Business combination, recognized identifiable, assets acquired and liabilities assumed, property, plan and equipment   52,120        
Recognized of customer relationships as goodwill   207,909        
Other net liabilities   $ 49,352        
Finite lived intangible assets useful lives   6 years 7 days        
Acquisition-related expenses       20,281    
Business combination proforma net loss       2,400 72,110  
Business combination proforma revenue       $ 1,515,815 $ 1,248,595  
Marigold Group, Inc [Member] | Tradenames [Member]            
Business Acquisition, Date of Acquisition Agreement            
Business Combination recognized identifiable assets acquired and liabilities assumed indefinite lived intangible assets   $ 12,340        
Marigold Group, Inc [Member] | Class A Common Stock [Member]            
Business Acquisition, Date of Acquisition Agreement            
Business acquisition, number of shares 5,329,070 5,329,070        
v3.25.4
Acquisition-Related Liabilities - Schedule of Acquisition Related Liabilities (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance $ 41,864 $ 20,294
Additions 121,767 31,248
Payments made during the year (11,871) (8,699)
Change in fair value 36,723 (979)
Ending Balance 188,483 41,864
eBay CRM [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance   4,225
Payments made during the year   (4,225)
Kinetic Data Solutions, LLC [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance   245
Payments made during the year   (140)
Change in fair value   (105)
Vital Digital, Corp [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance   1,000
Payments made during the year   (1,000)
Apptness [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance 7,333 5,859
Payments made during the year (7,333)  
Change in fair value   1,474
Ending Balance   7,333
ArcaMax [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance 3,283 6,336
Payments made during the year (3,333) (3,334)
Change in fair value 50 281
Ending Balance   3,283
WhatCounts [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance   2,629
Change in fair value   (2,629)
LiveIntent [Member]    
Schedule of acquisition related liabilities [Line Items]    
Beginning Balance 31,248  
Additions   31,248
Payments made during the year (1,205)  
Change in fair value 35,310  
Ending Balance 65,353 $ 31,248
Marigold Enterprise Business [Member]    
Schedule of acquisition related liabilities [Line Items]    
Additions 121,767  
Change in fair value 1,363  
Ending Balance $ 123,130  
v3.25.4
Accrued expenses - Summary of Accrued Expenses (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Payables and Accruals [Abstract]    
Accrued expenses $ 103,271 $ 64,345
Payroll related liabilities 70,934 56,072
Others 4,882 983
Accrued expenses $ 179,087 $ 121,400
v3.25.4
Concentration of Credit Risk - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Revenue Benchmark [Member]    
Concentration Risk [Line Items]    
Number of customers involved in concentration risk 1 0
Accounts Receivable [Member]    
Concentration Risk [Line Items]    
Number of customers involved in concentration risk 1 1
Minimum [Member] | Accounts Receivable [Member]    
Concentration Risk [Line Items]    
Customer concentration risk percentage 10.00% 10.00%
Maximum [Member] | Revenue Benchmark [Member]    
Concentration Risk [Line Items]    
Customer concentration risk percentage 10.00% 10.00%
v3.25.4
Credit Facilities - Summary of Long-Term Borrowings (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Line of Credit Facility [Line Items]    
Total borrowings [1] $ 200,000  
Less: Unamortized deferred financing cost (2,917) $ (3,712)
Long term borrowings 197,083 196,288
Credit facility [Member]    
Line of Credit Facility [Line Items]    
Total borrowings $ 200,000 $ 200,000
[1] Includes $10,000 repayable against the Term Loan facility within the 12-month period ending December 31, 2026. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2025.
v3.25.4
Credit Facilities - Additional Information (Detail)
$ in Thousands
 12 Months Ended
Aug. 30, 2024
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
Line of Credit Facility [Line Items]      
Total leverage ratio   3.25  
Fixed charge coverage ratio   1.25  
Debt issuance costs   $ 3,397  
Deferred financing costs remaining existing senior secured credit facility   580  
Outstanding balance [1]   200,000  
Level 3 [Member]      
Line of Credit Facility [Line Items]      
Loans payable, fair value disclosure   193,852  
Term Loan [Member]      
Line of Credit Facility [Line Items]      
Outstanding balance   192,500  
Credit agreement amount drew down $ 200,000    
Term Loan A [Member]      
Line of Credit Facility [Line Items]      
Secured debt   200,000  
Senior Debt Obligations [Member]      
Line of Credit Facility [Line Items]      
Secured debt 550,000    
Line of credit facility, remaining borrowing capacity   $ 342,500  
Debt instrument, interest rate during period   6.30% 7.30%
Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Line of credit facility, current borrowing capacity   $ 350,000  
Outstanding balance   7,500  
Long-term line of credit   6,250  
Letters of Credit Outstanding, Amount   $ 771  
Letter of Credit [Member]      
Line of Credit Facility [Line Items]      
Repaid outstanding obligations $ 185,000    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]      
Line of Credit Facility [Line Items]      
Adjustment interest rate depends on net leverage ratio   0.10%  
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member]      
Line of Credit Facility [Line Items]      
Debt Instrument, basis spread on variable rate   2.625%  
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member]      
Line of Credit Facility [Line Items]      
Debt Instrument, basis spread on variable rate   1.875%  
Base Rate [Member] | Maximum [Member]      
Line of Credit Facility [Line Items]      
Debt Instrument, basis spread on variable rate   1.625%  
Base Rate [Member] | Minimum [Member]      
Line of Credit Facility [Line Items]      
Debt Instrument, basis spread on variable rate   0.875%  
[1] Includes $10,000 repayable against the Term Loan facility within the 12-month period ending December 31, 2026. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2025.
v3.25.4
Credit Facilities - Summary of Maturities of Long-term Debt (Detail)
$ in Thousands
Dec. 31, 2025
USD ($)
Line of Credit Facility [Abstract]  
2026 $ 10,000
2027 12,500
2028 20,000
2029 157,500
Total $ 200,000 [1]
[1] Includes $10,000 repayable against the Term Loan facility within the 12-month period ending December 31, 2026. The Company intends to draw against the available Revolving Facility to pay off Term Loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2025.
v3.25.4
Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Line of Credit Facility [Abstract]  
Repayable of long term debt $ 10,000
v3.25.4
Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail)
$ in Thousands
Dec. 31, 2025
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2026 $ 50,371
2027 25,619
2028 2,220
2029 2,124
2030 2,318
2031 and thereafter 0
Total $ 82,652
v3.25.4
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Apr. 03, 2024
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2021
Mar. 31, 2025
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Unrecognized compensation expense related to unvested restricted stock   19,320,297 [1] 19,320,297 [1] 32,029,604 49,698,329    
Weighted average contractual years     1 year 18 days        
Weighted average exercise price   $ 13.17 $ 13.17 $ 9.7 $ 8.49    
Share related expenses     $ 177,821 $ 194,984 $ 242,881    
Stock Issued under Employee Stock Purchase Plan     $ 4,247 $ 3,406 3,058    
Number of options, exercisable outstanding       1,617,159      
Weighted average exercise price, exercisable       $ 9.3      
Number of options, Granted     12,805,814 1,832,802      
Share-based payment award, number of shares granted     8,006,222 [2] 7,074,690      
Stock-based compensation expense     $ 177,821 $ 194,984 $ 242,881    
December 1, 2025 to May 31, 2026 [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Unrecognized compensation expense related to unvested restricted stock   171,071 171,071        
Class A Common Stock [Member] | Common Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Stock Issued under Employee Stock Purchase Plan     $ 1        
Share-based payment award, number of shares issued   171,071 171,071        
Stock Options [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Weighted average exercise price   $ 7.94 $ 7.94        
Number of options, Granted     12,805,814        
Share-based payment award, number of shares issued   14,016,587 14,016,587        
Stock Options [Member] | Maximum [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Share-based award expiration period     10 years        
Restricted Stock and Restricted Stock Units [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Percentage of vesting of stocks     25.00%        
Share-based compensation arrangement by share-based payment award, award vesting period     4 years        
Restricted Stock and Restricted Stock Units [Member] | Maximum [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Share-based compensation arrangement by share-based payment award, award vesting period     5 years        
Unvested Restricted Stock And Restricted Stock Units [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Unrecognized compensation expense   $ 254,362 $ 254,362        
Unvested restricted stock and stock units   19,320,297 19,320,297        
Performance Shares [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Percentage of vesting of stocks     33.33%        
Unrecognized compensation expense related to unvested restricted stock   5,656,459 5,656,459 9,913,174 4,755,675    
Share-based Payment Award, Number of Shares Authorized   13,182,552 13,182,552        
Share-based compensation arrangement by share-based payment award, per share weighted average price of shares purchased             $ 10.3
Share-based payment award, number of shares granted 2,989,850 16,317,251 849,183 2,989,850      
Share based compensation arrangement by share based payment award, equity instruments, other than options, remaining unissued number     5,656,459        
Share based compensation incremental earned in excess of target percentage     100.00%        
Performance Shares [Member] | 2021 Plan              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Percentage of vesting of stocks     100.00%        
Performance Shares [Member] | Class A Common Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Percentage of target PSUs     200.00%        
Performance Shares [Member] | Maximum [Member] | Class A Common Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Issuance of shares 5,979,700            
Performance Based PSU [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Share-based payment award, number of shares issued   849,183 849,183        
Performance Based PSU [Member] | Class A Common Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Issuance of shares     849,183        
Employee Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Weighted average exercise price   $ 5.65 $ 5.65        
Stock Issued under Employee Stock Purchase Plan           $ 10,000  
Employee Stock [Member] | Class A Common Stock [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Maximum Value of Shares Per Employee can purchase under the plan           $ 25  
Employee Stock [Member] | Class A Common Stock [Member] | Common Stock [Member] | December 1, 2024 to May 31, 2025 [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Issuance of shares     170,483        
Employee Stock [Member] | Class A Common Stock [Member] | Common Stock [Member] | December 1, 2024 to November 30, 2025 [Member]              
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]              
Issuance of shares     209,921        
[1] Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.
[2] During the year ended December 31, 2025, the Company granted 282,210 shares of restricted stock and 7,724,012 RSUs to its employees, advisors and non-employee directors.
v3.25.4
Stock-Based Compensation - Summary of Activity of Restricted Stock And Restricted Stock Units Granted By Company (Detail) - $ / shares
 1 Months Ended 12 Months Ended
Apr. 03, 2024
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Non-vested Shares, Beginning Balance     32,029,604 49,698,329
Granted     8,006,222 [1] 7,074,690
Vested     (19,438,496) [2] (23,826,174)
Forfeited     (1,277,033) [3] (917,241)
Non-vested Shares, Ending Balance   19,320,297 [4] 19,320,297 [4] 32,029,604
Non-vested Beginning Balance     $ 11.26 $ 10.54
Granted     16.47 [1] 12.36
Vested     10.83 [2] 10.14
Forfeited     12.79 [3] 9.83
Non-vested Ending Balance   $ 13.75 [4] $ 13.75 [4] $ 11.26
Performance Shares [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Non-vested Shares, Beginning Balance     9,913,174 4,755,675
Granted 2,989,850 16,317,251 849,183 2,989,850
Performance Adjustment     2,694,032 5,748,142
Vested     (6,737,176) (3,539,683)
Forfeited     (213,571) (40,810)
Non-vested Shares, Ending Balance   5,656,459 5,656,459 9,913,174
Non-vested Beginning Balance     $ 16.27 $ 15.34
Granted       17.83
Performance Adjustment     17.83 16.07
Vested     17.1 15.97
Forfeited     16.2 20.66
Non-vested Ending Balance   $ 16.02 $ 16.02 $ 16.27
[1] During the year ended December 31, 2025, the Company granted 282,210 shares of restricted stock and 7,724,012 RSUs to its employees, advisors and non-employee directors.
[2] During the year ended December 31, 2025, 16,903,886 shares of restricted stock and 2,534,610 RSUs vested.
[3] During the year ended December 31, 2025, 553,226 shares of restricted stock and 723,807 RSUs were forfeited.
[4] Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.
v3.25.4
Stock-Based Compensation - Summary of Activity of Restricted Stock And Restricted Stock Units Granted By Company (Parenthetical) (Detail) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of shares vested during period 19,438,496 [1] 23,826,174  
Unrecognized compensation expense related to unvested restricted stock 19,320,297 [2] 32,029,604 49,698,329
Restricted Stock [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of shares available for grant 282,210    
Number of shares forfeited during period 553,226    
Number of shares vested during period 16,903,886    
Unvested Restricted Stock [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Unrecognized compensation expense related to unvested restricted stock 10,190,757    
Restricted Stock Units (RSUs) [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of shares available for grant 7,724,012    
Number of shares forfeited during period 723,807    
Number of shares vested during period 2,534,610    
Unvested Class A Restricted Stock Member      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Unrecognized compensation expense related to unvested restricted stock 6,787,559    
Unvested Class B Restricted Stock Member      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Unrecognized compensation expense related to unvested restricted stock 2,341,981    
Performance Shares [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of shares vested during period 6,737,176 3,539,683  
Unrecognized compensation expense related to unvested restricted stock 5,656,459 9,913,174 4,755,675
[1] During the year ended December 31, 2025, 16,903,886 shares of restricted stock and 2,534,610 RSUs vested.
[2] Includes 6,787,559 unvested shares of Class A restricted stock, 2,341,981 unvested shares of Class B restricted stock and 10,190,757 unvested RSUs, each as of December 31, 2025.
v3.25.4
Stock-Based Compensation - Summary of Transaction under Plans and 2021 Plan (Detail) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]      
Number of options, Beginning Balance 3,814,015 2,619,937  
Number of options, Granted 12,805,814 1,832,802  
Number of options, Exercised (406,852) (429,989)  
Number of options, Forfeited (579,231) (208,735)  
Number of options, Ending Balance 15,633,746 3,814,015 2,619,937
Weighted average exercise price, Beginning Balance $ 9.7 $ 8.49  
Weighted average exercise price, Granted 13.98 10.81  
Weighted average exercise price, Exercised 8.15 7.38  
Weighted average exercise price, Forfeited 11.85 9.1  
Weighted average exercise price, Ending Balance $ 13.17 $ 9.7 $ 8.49
Weighted average remaining contractual life (years) 9 years 2 months 4 days 8 years 4 months 6 days 4 years 11 months 19 days
Aggregate intrinsic value (per share) $ 4.04 $ 8.45 $ 0.57
v3.25.4
Stock-Based Compensation - Share Based Compensation Performance Shares Award Valuation Assumptions (Details) - Stock Options [Member]
 12 Months Ended
Dec. 31, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Dividend yield 0.00%
Volatility, Minimum 55.00%
Volatility, Maximum 60.10%
Risk Free Interest Rate, Minimum 3.90%
Risk Free Interest Rate, Maximum 4.20%
Minimum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected Term (years) 6 years 1 month 6 days
Maximum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected Term (years) 6 years 2 months 12 days
v3.25.4
Stock-Based Compensation - Schedule Of Share Based Payment Award Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock [Member]
 12 Months Ended
Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Dividend yield 0.00%
Risk free interest rate 3.80%
Volatility 57.00%
v3.25.4
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Nov. 24, 2025
Sep. 27, 2025
Oct. 07, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Jul. 23, 2025
Nov. 13, 2024
Class of Stock [Line Items]                
Shares repurchased       $ 120,094 $ 41,080 $ 15,421    
Stock repurchase amount unsettled         $ 873      
Marigold Group, Inc [Member]                
Class of Stock [Line Items]                
Aggregate purchase consideration $ 92,033              
Maximum [Member]                
Class of Stock [Line Items]                
Share repurchase program, authorized value             $ 200,000,000  
Class A Common Stock [Member]                
Class of Stock [Line Items]                
Stock repurchase program, remaining authorized repurchase amount       $ 163,981        
Class A Common Stock [Member] | Marigold Group, Inc [Member]                
Class of Stock [Line Items]                
Business acquisition per share $ 17.27              
Business acquisition, number of shares 5,329,070 5,329,070            
Class A Common Stock [Member] | Apptness [Member]                
Class of Stock [Line Items]                
Business acquisition, number of shares       197,028        
Business combination, fair value       $ 3,667        
Class A Common Stock [Member] | ArcaMax [Member]                
Class of Stock [Line Items]                
Business acquisition, number of shares       50,736        
Business combination, fair value       $ 667        
Class A Common Stock [Member] | Contractual Agreements [Member]                
Class of Stock [Line Items]                
Business acquisition, number of shares       140,100        
Business combination, fair value       $ 2,330        
Class A Common Stock [Member] | LiveIntent [Member]                
Class of Stock [Line Items]                
Business acquisition, number of shares     5,839,656          
Class A Common Stock [Member] | Common Stock [Member]                
Class of Stock [Line Items]                
Shares repurchased (in shares)       7,899,208 2,307,006 1,360,153    
Shares repurchased       $ 8 $ 2      
Class B common stock transferred to Class A common stock (in shares)       456,645 4,960,418 2,717,890    
Shares issued in connection with a follow-on public offering (in shares)         10,304,716      
Class A Common Stock [Member] | Maximum [Member]                
Class of Stock [Line Items]                
Share repurchase program, authorized value               $ 100,000,000
v3.25.4
Leases - Summary of Right-of-Use Asset and Lease Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Leases [Abstract]    
Right-to-use assets - operating leases, net $ 19,101 $ 8,806
Current portion of long-term operating lease liabilities $ 8,944 $ 3,631
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current Other Liabilities, Current
Long-term operating lease liabilities $ 11,715 $ 7,139
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
v3.25.4
Leases - Schedule of Supplemental Information Related to Operating Leases (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Leases [Abstract]  
Total Operating lease cost $ 7,413
Other Short-term lease cost 863
Cash paid for amounts included in the measurement of lease liabilities 7,807
Right-to-use assets obtained in exchange for new operating lease liabilities $ 16,390
Weighted-average remaining lease term (years) - operating leases 2 years 7 months 13 days
Weighted-average discount rate - operating leases 6.50%
v3.25.4
Leases - Summary of Future Minimum Payments Under Operating Leases (Detail)
$ in Thousands
Dec. 31, 2025
USD ($)
Leases [Abstract]  
2026 $ 9,966
2027 7,135
2028 3,529
2029 1,396
2030 417
2031 and thereafter 0
Total undiscounted lease commitments 22,443
Less: Imputed Interest (1,784)
Total discounted operating lease liabilities $ 20,659
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] Other Liabilities
v3.25.4
Fair Value Disclosures - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Fair Value Disclosures [Abstract]    
Fair value of financial instruments, transfer into level 3 $ 0 $ 0
Fair value of financial instruments, transfer out of level 3 $ 0 $ 0
v3.25.4
Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Assets    
Assets measured at fair value $ 275,401 $ 352,230
Liabilities    
Liabilities measured at fair value 188,483 41,864
Level 1 [Member]    
Assets    
Assets measured at fair value 275,401 352,230
Level 3 [Member]    
Liabilities    
Liabilities measured at fair value 188,483 41,864
Acquisition Related Liabilities [Member]    
Liabilities    
Liabilities measured at fair value 188,483 41,864
Acquisition Related Liabilities [Member] | Level 3 [Member]    
Liabilities    
Liabilities measured at fair value 188,483 41,864
Cash and Cash Equivalents [Member]    
Assets    
Assets measured at fair value [1] 275,401 352,230
Cash and Cash Equivalents [Member] | Level 1 [Member]    
Assets    
Assets measured at fair value [1] $ 275,401 $ 352,230
[1]

* Includes cash invested by the Company in money market accounts with certain financial institutions.

The fair value of the acquisition-related liabilities was estimated using the Monte-Carlo simulation model and was classified as a Level 3 financial instrument. The significant assumptions used in the model are the forecasted financial performance of the acquired businesses in future periods.

There were no transfers of financial instruments into or out of Level 3 during the years ended December 31, 2025 and 2024.
v3.25.4
Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail) - Acquisition Related Liabilities [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Balance as of January 1 $ 41,864 $ 20,294
Additions 121,767 31,248
Payments made during the year (11,871) (8,699)
Change in fair value of earn-out 36,723 (979)
Balance as of December 31 $ 188,483 $ 41,864
v3.25.4
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]      
Related party costs $ 513,587 $ 399,552 $ 274,482
v3.25.4
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax [Line Items]    
Federal statutory rate 21.00% 21.00%
Deferred tax assets increase decrease in the valuation allowance $ 55,896  
Percentage of future taxable income against which net operating loss with no definite period shall be set off 80.00%  
Unrecognized tax benefits accrued interest and penalties $ 192 $ 173
United Kingdom    
Income Tax [Line Items]    
Net operating loss carry forwards 273,143  
Domestic Country [Member]    
Income Tax [Line Items]    
Net operating loss carry forwards 273,444  
Net operating loss carryforwards subject to annual limitation $ 75,361  
Percentage of future taxable income against which net operating loss with definite period shall be set off 100.00%  
Domestic Country [Member] | 2028 to 2037 [Member]    
Income Tax [Line Items]    
Net operating loss carry forwards $ 103,081  
Domestic Country [Member] | Indefinitely [Member]    
Income Tax [Line Items]    
Net operating loss carry forwards 170,363  
Domestic Country [Member] | 2035 to 2045 [Member]    
Income Tax [Line Items]    
Tax credit carryforward 8,643  
Tax credit carryforwards subject to annual limitation 1,774  
State and Local Jurisdiction [Member]    
Income Tax [Line Items]    
Tax credit carryforward 3,095  
State and Local Jurisdiction [Member] | Indefinitely [Member]    
Income Tax [Line Items]    
Tax credit carryforward 2,901  
State and Local Jurisdiction [Member] | 2027 through 2045 [Member]    
Income Tax [Line Items]    
Net operating loss carry forwards 24,368  
State and Local Jurisdiction [Member] | 2029 to 2040 [Member]    
Income Tax [Line Items]    
Tax credit carryforward $ 194  
v3.25.4
Income Taxes - Schedule of Income Before Income Tax Domestic And Foreign (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
Domestic operations $ (34,774) $ (77,871) $ (187,763)
Foreign operations 1,687 2,924 1,319
Loss before income taxes $ (33,087) $ (74,947) $ (186,444)
v3.25.4
Income Taxes - Schedule of Components of Income Tax Expense Benefit (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Current      
Federal $ 0 $ 0  
State and local 253 543  
Foreign 2,767 1,778  
Total current income taxes 3,020 2,321  
Deferred:      
Federal (2,502) (5,410)  
State and local (738) (1,968)  
Foreign (1,358) (119)  
Total deferred income benefits (4,598) (7,497)  
Income tax benefit $ (1,578) $ (5,176) $ 1,037
v3.25.4
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
U.S. federal statutory tax rate $ (6,949)    
State and local income taxes [1] $ (363)    
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration] New York City [Member], stpr:CA, NEW YORK    
Foreign tax effects $ 419    
Other foreign jurisdictions 710    
Research and development credits (2,234)    
Change in valuation allowance (23,159)    
Nontaxable or Nondeductible Items      
Non-deductible officer's compensation 31,859    
Stock-based compensation (12,717)    
Contingent consideration remeasurement 7,712    
Non-deductible transaction cost 2,000    
Meals and entertainment cost 1,100    
Other 144    
Changes in unrecognized tax benefits [2] (100)    
Income tax benefit $ (1,578) $ (5,176) $ 1,037
U.S. federal statutory rate 21.00% 21.00%  
State and local income taxes 1.10% [1] 20.70%  
Foreign tax effects (1.30%)    
Other foreign jurisdictions (2.20%)    
Research and development credit 6.80% 1.30%  
Change in valuation allowance 70.00% (68.70%)  
Others   (0.90%)  
Change in state tax rate   3.00%  
Nontaxable or Nondeductible Items      
Non-deductible officer's compensation (96.30%) (37.20%)  
Stock-based compensation 38.40% 70.20%  
Contingent consideration remeasurement (23.30%)    
Non-deductible transaction cost (6.00%) (1.30%)  
Meals and entertainment cost (3.30%)    
Other permanent differences (0.40%) (1.20%)  
Changes in unrecognized tax benefits [2] 0.30%    
Effective tax rate 4.80% 6.90%  
[1] State taxes in California, New York and New York City made up the majority (greater than 50%) of the tax effect in this category.
[2] Changes in unrecognized tax benefits on aggregated basis for all jurisdictions.
v3.25.4
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Deferred tax assets:    
Accounts receivable reserve $ 1,392 $ 1,178
Accrued payroll 11,039 8,201
Net operating loss carry forward 159,024 113,454
Stock-based compensation 27,168 16,218
Interest limitation carry forward 5,654 8,192
Tax credit 11,738 6,731
Research and development costs 44,311 44,519
Accrued expenses and others 7,878 3,393
Total deferred tax assets 268,204 201,886
Less: Valuation allowance (237,376) (181,480)
Deferred tax assets, net of valuation allowance 30,828 20,406
Deferred tax liabilities:    
Fixed assets (5,716) (4,661)
Right-to-use assets (3,522) (2,055)
Intangible assets (26,614) (2,234)
Deferred state income tax and other (11,033) (10,837)
Total deferred tax liabilities (46,885) (19,787)
Net deferred tax (liabilities) assets   $ 619
Net deferred tax liabilities $ (16,057)  
v3.25.4
Income Taxes - Summary of Income Tax Contingencies (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
Beginning balance as of January 1, $ 675  
Increase in tax positions for current / prior periods 970 $ 675
Balance as of December 31, $ 1,645 $ 675
v3.25.4
Income Taxes - Schedule of Cash Income Taxes Paid (Net of Refunds) (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), Federal $ 0    
Income taxes paid (net of refunds), State and local 964    
Income taxes paid (net of refunds), Foreign 2,098    
Income Taxes Paid, Net, Total 3,062 $ 1,886 $ 1,900
New York [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), State and local [1] 361    
New York City [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), State and local [1] 218    
Texas [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), State and local 256    
India [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), Foreign 1,373    
Germany [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), Foreign 292    
Czech Republic [Member]      
Tax Credit Carryforward [Line Items]      
Income taxes paid (net of refunds), Foreign $ 235    
[1] The New York State and New York City cash taxes paid are related to capital taxes and are not included in the Company’s income tax provision but are disclosed as part of the Company’s income taxes paid on the consolidated statements of cash flows.
v3.25.4
Income Taxes -Income Tax Years Subject To Examination (Detail)
 12 Months Ended
Dec. 31, 2025
US [Member]  
Income Tax Years Subject To Examination [Line Items]  
Open Tax Year 2022
Belgium  
Income Tax Years Subject To Examination [Line Items]  
Open Tax Year 2022
France  
Income Tax Years Subject To Examination [Line Items]  
Open Tax Year 2022
India  
Income Tax Years Subject To Examination [Line Items]  
Open Tax Year 2023
United Kingdom  
Income Tax Years Subject To Examination [Line Items]  
Open Tax Year 2022
v3.25.4
401(k) Defined Contribution Plan - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Retirement Benefits [Abstract]    
Maximum Annual Contributions Per Employee, Amount $ 2,678 $ 2,248
v3.25.4
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Unvested Restricted Stock, RSUs and PSUs [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities 24,976,756 42,792,051
v3.25.4
Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]      
Numerator for Basic and Diluted loss per share - loss available to common stockholders $ (31,509) $ (69,771) $ (187,481)
Denominator:      
Denominator for Basic Loss per share-Weighted-average Common Stock 220,722,814 185,984,107 156,697,308
Denominator for Dilutive Loss per share-Weighted-average Common Stock 220,722,814 185,984,107 156,697,308
Basic loss per share $ (0.14) $ (0.38) $ (1.2)
Diluted loss per share $ (0.14) $ (0.38) $ (1.2)
Class A Common Stock [Member]      
Denominator:      
Denominator for Basic Loss per share-Weighted-average Common Stock 201,565,939 168,277,091 140,593,656
Denominator for Dilutive Loss per share-Weighted-average Common Stock 201,565,939 168,277,091 140,593,656
Class B Common Stock [Member]      
Denominator:      
Denominator for Basic Loss per share-Weighted-average Common Stock 19,156,875 17,707,016 16,103,652
Denominator for Dilutive Loss per share-Weighted-average Common Stock 19,156,875 17,707,016 16,103,652
v3.25.4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Employee Stock Option      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive common shares 2,317,812 3,663,812 2,065,316
Restricted Stock and RSUs [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive common shares 14,252,881 42,361,451 56,915,993
PSUs [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive common shares 1,679,898 7,504,227 4,370,543
v3.25.4
Other Expenses / (Income) - Schedule of Other Operating Cost and Expense (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Other Income and Expenses [Abstract]      
Change in the fair value of acquisition related liabilities $ 36,723 $ (979) $ 7,200
Foreign currency translation loss 357 864 620
Others 1,008    
Total other expenses / (income) $ 38,088 $ (115) $ 7,820