Zeta Global to acquire Marigold's enterprise business for $325 million

Zeta Global announced on September 30, 2025, that it has entered into a definitive agreement to acquire Marigold's enterprise software business for total consideration of up to $325 million. The transaction includes Marigold Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow, while excluding Marigold's SMB businesses Campaign Monitor, Emma, and Vuture.

The acquisition structure involves $100 million in cash and $100 million in shares of Zeta's Class A common stock at closing, with an additional seller note payable within three months for up to $125 million in cash and stock, subject to customary adjustments. The transaction is expected to close by the end of 2025, pending customary closing conditions.

According to the announcement, Marigold's enterprise software business serves more than 100 global enterprise brands. This includes 20 of the top 100 advertisers and more than 40 Fortune 500 companies. The acquired business generated over 90% of its fiscal year 2025 revenue from subscription-based services, with a cost of revenue below 30% in the fiscal year ended June 30, 2025.

David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta Global, stated the acquisition "fits squarely within our disciplined criteria to pursue accretive, strategically beneficial M&A and creates a combined business that is far greater than the sum of its parts – a true '1+1=4' opportunity." He emphasized the combination of Marigold's enterprise marketing strengths in loyalty, omni-channel engagement, and personalization with Zeta's AI-powered platform and global data assets.

Strategic implications for marketing technology

The acquisition expands Zeta's enterprise footprint at a time when marketing technology companies face increasing pressure to demonstrate measurable ROI. Zeta's stated focus on AI-powered personalization and first-party data aligns with industry trends toward more sophisticated customer data platforms.

Marigold's loyalty platform represents a capability Zeta can now offer to its existing base of 567 scaled customers. Michael Gordon, CEO of Marigold, noted that "Zeta, a company with significant resources that shares our commitment to innovation and measurable results, is an ideal home for our products, strategy, and team."

The transaction advances four strategic objectives for Zeta. First, it expands the scale of Zeta's enterprise customer base by adding over 100 global brands. Second, it accelerates what the company calls its "One Zeta model" by creating cross-sell and up-sell opportunities, particularly as Marigold's customer base predominantly uses retention-focused solutions but could benefit from Zeta's customer acquisition and growth capabilities.

Third, the acquisition extends Zeta's geographic reach. The deal expands the company's presence in EMEA and creates an entry point into APAC markets. Fourth, it strengthens Zeta's financial profile. The company expects the transaction to be accretive to adjusted EBITDA and free cash flow in the first year, with the high-margin, subscription-based revenue model contributing to this financial benefit.

Technical integration and customer continuity

Following the transaction close, Zeta plans to partner closely with the Marigold enterprise team to provide continuity for existing Marigold customers. This approach suggests Zeta intends to maintain Marigold's existing product lines rather than immediately consolidating them into Zeta's platform.

The retention of Marigold's enterprise team indicates recognition of the technical complexity involved in migrating enterprise marketing infrastructure. Large-scale marketing platforms typically involve extensive integrations with customer data sources, content management systems, and analytics tools. Disrupting these systems during transitions poses significant risks for enterprise clients managing millions of customer interactions.

Zeta's AI Marketing Cloud platform currently emphasizes what it describes as the Zeta Marketing Platform (ZMP), which unifies identity resolution, marketing intelligence, and omnichannel activation. The company positions this infrastructure as powered by one of the industry's largest proprietary consumer databases.

Marigold's technologies bring specialized capabilities in loyalty program management and email service provider functionality through the Sailthru and Cheetah Digital platforms. Selligent contributes marketing automation capabilities focused on European markets, where data privacy requirements under GDPR create distinct technical requirements from North American implementations.

Financial structure and market positioning

Morgan Stanley & Co. LLC served as exclusive financial advisor to Zeta, with Latham & Watkins LLP providing legal counsel. Willkie Farr & Gallagher LLP served as legal advisor to Marigold. The involvement of these advisory firms suggests both parties conducted extensive due diligence on the transaction's financial and regulatory implications.

Zeta reaffirmed its third quarter 2025 and full year 2025 guidance as provided on August 5, 2025. The company also indicated the transaction is expected to be incremental to what it calls its "Zeta 2028" plan, though specific targets for that plan were not detailed in the announcement.

The decision to exclude Marigold's SMB businesses from the transaction reflects Zeta's focus on enterprise-scale customers. Campaign Monitor, Emma, and Vuture serve small and medium-sized businesses with different pricing models and support requirements than enterprise clients. This separation allows Marigold to continue operating its SMB division independently while Zeta concentrates on integrating the more complex enterprise infrastructure.

Industry context and competitive dynamics

Marketing technology consolidation has accelerated as companies seek to offer more comprehensive platforms. The acquisition adds to a series of transactions where larger platforms acquire specialized capabilities rather than building them internally. Zeta previously acquired LiveIntent for $250 million in October 2024, demonstrating a pattern of expanding through strategic acquisitions.

The emphasis on subscription revenue reflects broader industry trends. Enterprise software companies increasingly prioritize recurring revenue models over project-based implementations. Marigold's 90%+ subscription revenue provides Zeta with more predictable cash flows compared to services or one-time licensing arrangements.

The deal's structure, with significant stock consideration, ties Marigold's economic interests to Zeta's post-acquisition performance. The seller note payable within three months creates an intermediate payment milestone between closing and full consideration transfer.

Zeta was founded in 2007 by David A. Steinberg and John Sculley. The company is headquartered in New York City and trades on the New York Stock Exchange under the ticker symbol ZETA. The company describes itself as leveraging artificial intelligence and consumer signals to help marketers acquire, grow, and retain customers.

Zeta's recent focus on AI optimization reflects broader industry shifts toward generative AI capabilities. The company announced its Generative Engine Optimization solution on September 17, 2025, positioning the tool as a response to declining traditional search usage as consumers increasingly rely on AI systems for synthesized answers.

Timeline

• September 30, 2025: Zeta Global announces definitive agreement to acquire Marigold's enterprise business
• Fiscal year ended June 30, 2025: Marigold's enterprise business generates 90%+ subscription revenue with sub-30% cost of revenue
• September 17, 2025: Zeta Global launches AI search optimization solution
• August 5, 2025: Zeta Global provides third quarter and full year 2025 guidance
• March 27, 2025: Zeta Global announces AI Agent Studio with agentic workflows
• Expected end of 2025: Transaction anticipated to close
• Within three months of closing: Seller note of up to $125 million payable
• October 8, 2024: Zeta Global acquires LiveIntent for $250 million
• September 4, 2024: Zeta Global raises Q3 2024 guidance to $255 million revenue
• 2007: Zeta Global founded by David A. Steinberg and John Sculley

Summary

Who: Zeta Global, a publicly traded AI marketing cloud company, is acquiring the enterprise software business of Marigold, a marketing technology provider serving over 100 global brands.

What: The acquisition involves Marigold's enterprise products including Marigold Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow for up to $325 million in cash and stock. The deal excludes Marigold's SMB businesses.

When: The definitive agreement was announced September 30, 2025, with closing expected by the end of 2025.

Where: The transaction involves Zeta Global, headquartered in New York City, acquiring enterprise customers globally, with particular expansion in EMEA and entry into APAC markets.

Why: Zeta aims to expand its enterprise customer base, create cross-sell opportunities through its One Zeta model, extend geographic reach, and strengthen its financial profile with high-margin subscription revenue expected to be accretive to adjusted EBITDA and free cash flow in year one.