Zeta Global Holdings Corp. Fair Value Disclosure
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:
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|
As of December 31, 2025 |
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|
Level 1 |
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|
Level 2 |
|
|
Level 3 |
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Total |
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||||
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 |
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|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
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||||
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- |
|
|
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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.