.2

Marigold’s Enterprise Business

Unaudited Condensed Combined Financial Statements – as of and for the three months

ended September 30, 2025

Marigold’s Enterprise Business

Unaudited Condensed Combined Balance Sheets

(in thousands)

See accompanying notes to unaudited condensed combined financial statements

Marigold’s Enterprise Business

Unaudited Condensed Combined Statement of Operations and Comprehensive Income (Loss)

(in thousands)

See accompanying notes to unaudited condensed combined financial statements

Marigold’s Enterprise Business

Unaudited Condensed Combined Statement of Changes in Equity

(in thousands)

See accompanying notes to the unaudited condensed combined financial statements

Marigold’s Enterprise Business

Unaudited Condensed Combined Statement of Cash Flows

(in thousands)

See accompanying notes to unaudited condensed combined financial statements

Marigold’s Enterprise Business

Notes to Unaudited Condensed Combined Financial Statements

September 30, 2025

Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of U.S. dollars. Unless the context requires otherwise, references to “we”, “us”, “our”, or “the Business” are intended to mean the combined business and operations of Marigold’s Enterprise Business.

Marigold’s Enterprise Business is a global marketing technology business comprised of net assets and operations which have historically formed part of a group of businesses owned by Iris Holdings. L.P., which is a limited partnership incorporated and domiciled in the Cayman Islands (“Iris”). The group of businesses owned by Iris are also referred to as the Marigold Group. The principal activities of the Marigold Enterprise Business (the “Business”) consists of:

The Business specifically focuses on enterprise customers with sophisticated, large-scale and complex requirements.

On September 27, 2025, Zeta Global Holdings Corp. (“Zeta”) and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group for total preliminary consideration of $302.8 million (the Transaction”), subject to customary adjustments. Proceeds will consist of $99.0 million in cash and $92.0 million of shares of Zeta’s stock delivered at closing, as well as a seller note that is payable within three months of closing for an amount of $111.8 million in cash and stock. On November 24, 2025, Zeta and Iris completed the closing of the transaction. See Note 10 Subsequent Events for further details.

Basis of presentation. The Business has historically existed and functioned as part of the consolidated business of Iris. The accompanying unaudited condensed combined financial statements are prepared on a standalone basis and are derived from Iris’ historical accounting records. The Business has not operated as a separate standalone legal entity and is comprised of certain wholly-owned subsidiaries and components of wholly-owned subsidiaries of Iris. The accompanying unaudited condensed combined financial statements are presented as carve-out financial statements prepared using the management approach, and reflect the combined historical operations, financial position and cash flows of the Business for the period presented in conformity with generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed combined financial statements may not be indicative of the Business’ future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented. The unaudited condensed combined financial statements should be read in conjunction with the Business’ audited financial statements and the accompanying notes for the year ended June 30, 2025.

All intracompany transactions between legal entities and other components of the Business have been eliminated. All intercompany transactions between the Business and other legal entities, or components of legal entities, controlled by Iris which are not being sold as part of the Transaction (the “Iris Group”) have been included in the unaudited condensed combined financial statements. Additionally, in the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, including normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations and cash flows for the three months ended September 30, 2025. The condensed balance sheet at June 30, 2025 was derived from audited annual financial statement but does not contain all of the footnote disclosures from the annual financial statements.

Revenue recognition. Revenue is recognized upon transfer of control of promised goods or services to the customers at an amount that reflects the consideration to which the Business is expected to be entitled in exchange for transferring those goods or services.

The Business primarily derives revenues from software subscriptions and professional services within a single operating segment.

Software subscriptions. Subscription-based arrangements generally have a contractual term of one to 12 months; however, there are contracts in excess of 12 months. Subscription revenue is recognized on a straight-line basis as the services are performed, commencing with the date the service is made available to customers and all other revenue recognition criteria have been satisfied.

Professional services. Professional services are recognized over time as such services are performed. Professional services billed in advance are recognized in the balance sheet as deferred revenue and recorded to revenue when the performance obligation has been satisfied.

Deferred revenue. Deferred revenue is recognized when a customer pays consideration, or when the Business recognizes a receivable to reflect its unconditional right to consideration (whichever is earlier), before the Business has transferred the goods or services to the customer. The Business recognizes deferred revenues as revenues once the corresponding revenue recognition criteria are met. During the period, the Business recognized approximately $20.3 million as revenues that were included in the deferred revenue balance at the beginning of the period.

Commitments and contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fine and penalties, and other sources, are recorded when it is probable that a liability has been incurred and the amount can be reasonable estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, the Business is party to litigation or other legal proceedings that are considered to be a part of the ordinary course of business. In the opinion of management, the ultimate liability, if any from these actions will not be material to the Business’ financial positions, results of operations or cash flows. Other commitments consist of leases and minimum usage components of contracts. There are no material off balance sheet commitments. Leases are disclosed in Note 7.

Recently adopted accounting standards. There are no recently issued accounting pronouncements that management has not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows.

The Business disaggregates revenue from contracts with customers by revenue generating activity, as management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregation of revenue from contracts with customers is presented below:

Revenues by geographical region consisted of the following:

Revenues by geography are determined based on the region of the customer, which may differ from the Business’ contracting entity. Additionally, no customer accounted for more than 10% of the Business’ total revenue.

Remaining performance obligations. Remaining performance obligations represent 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, customer usage 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 September 30, 2025, the Business’ remaining performance obligations were approximately $210.4 million. The expected future revenue recognition period for the remaining performance obligations as of September 30, 2025 is as follows:

Contract assets. Contract assets consist of customer acquisition costs. The activity during the three months ended September 30, 2025 is presented below.

The following table reconciles the changes in the allowance for expected credit losses for the three months ended September 30, 2025:

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 September 30, 2025, the Business had approximately $817,000 of unbilled accounts receivable. The Business continuously monitors whether there is an expected credit loss arising from customers, and accordingly, makes provisions as warranted.

As of September 30, 2025, intangible assets consist of the following:

Amortization expense totaled approximately $7.3 million for the three months ended September 30, 2025.

The expected future amortization expense for intangible assets as of September 30, 2025 is as follows:

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

The goodwill results from various acquisitions over multiple years. There were no events during the three months ended September 30, 2025 for which an impairment analysis would be warranted.

The components of lease expense were as follows:

Supplemental cash flow information related to operating and finance leases were as follows:

As of September 30, 2025, the weighted-average remaining operating lease term was 2.8 years and the discount rate for the Business’ leases was 6.61%. The maturities for operating and finance leases at September 30, 2025 were as follows:

7. Related Parties Transactions and Net Parent Investment

Corporate overhead and other allocations. The Business has not historically operated as a standalone business and has various relationships with the Iris Group whereby the Iris Group provides shared services, utilizes cash pooling and incurs vendor recharges in situations where the Iris Group pays for an expense associated with the Business. Shared services consist, but are not limited to, executive oversight, treasury, finance, accounting, legal, human resources, tax, information technology, engineers and sales team employees. Iris has historically performed allocations based on direct usage or benefit where specifically identifiable, with the remainder allocated by individual employee product allocation or a proportional cost allocation method based primarily on revenue, as applicable. Allocations between the Iris Group and the Business are reflected in the combined statement of operations as follows:

Amounts due to/from related parties. The Business had the following amounts due to/from the Iris Group:

Intercompany loans A and B have no stated interest rate and have maturity dates listed above; however, they also include clauses which require amounts to be repaid by the borrower within two business days upon receipt of written demand notice from noteholder. These balances, as well as Intercompany loan C, are included within net current amounts due from related parties. Intercompany loan D was included within noncurrent amounts due to related parties in the combined balance sheet as of both September 30, 2025 and June 30, 2025. As noted in the subsequent events note, Intercompany loans B and D were extinguished on October 9, 2025 in full through noncash equity contribution/distribution by Iris Group. In accordance with ASC 470-10-45-14(a), Intercompany loan D was refinanced by contributions from its parent before these unaudited condensed combined financial statements were issued and, consequently, was classified as noncurrent as of September 30, 2025.

Interest expense recognized on debt due to related parties in the combined statement of operations for the three months ended September 30, 2025 is approximately $3.2 million.

Net parent investment. The net parent investment reflects the financial reporting basis of the Business’ assets and liabilities, as well as changes due to capital contributions and losses.

8. Income Taxes

The Business’ income tax provision consists of federal, foreign, and state taxes necessary to align the Business’ year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Business updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

For the three months ended September 30, 2025, the Business recorded an income tax expense of approximately $373,000, The effective tax rate for the three months ended September 30, 2025 was negative 3.5% on a pre-tax loss of approximately $10.6 million. Differences from the federal statutory rate of 21% were mainly due to the movement in unrecognized deferred taxes (approximately $2.6 million related to the increase in valuation allowance in regards to its U.K. operating losses as the Business maintains a full valuation allowance against its U.K. deferred tax assets).

On July 4, 2025, the One, Big, Beautiful Bill Act (“OBBBA”) was enacted into law. In accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes,” the Business is required to record total effect of law changes, including related valuation allowance, as a component of tax expense related to continuing operations in the period in which the tax law changes were enacted. As such, the Business realized an accelerated deduction of approximately $356,000 from deferred tax related to the tax law change during the three months ended September 30, 2025, in connection with the immediate expensing of current and previously capitalized domestic research and development expenditures as permitted under the OBBBA.

8. Subsequent Events

The Business has evaluated subsequent events through February 6, 2026, the date these unaudited condensed combined financial statements were available for issuance.

On September 27, 2025, Zeta and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group (see Note 1). The transaction closed on November 24, 2025.

As a condition to closing, the Business completed an internal reorganization to align the perimeter of assets and liabilities to be sold and to extinguish relevant intercompany balances within the Iris Group, as follows:

These reorganization transactions occurred among entities under common control and will be reflected as equity transactions (contributions/distributions to parent/owner). No gain or loss is expected to be recognized by the Business as a result of these eliminations.