Zeta Global Lawsuit: Securities Case and Privacy Class Action

The Zeta Global lawsuit landscape centers on two active class actions in the U.S. District Court for the Southern District of New York: a securities fraud case, In re Zeta Global Holdings Corporation Securities Litigation, brought by investors after a short-seller report wiped roughly a third off the stock in November 2024, and a separate consumer data privacy case, In re Zeta Global Data Privacy Litigation, tied to the People.com newsletter. Motions to dismiss are pending in both.

What the Securities Case Alleges

The securities complaint traces back to a November 13, 2024 report by short-seller Culper Research titled “Zeta Global Holdings Corp (ZETA): Shams, Scams, and Spam.” Culper alleged that Zeta had built much of its recent growth on a network of “sham websites” that lured consumers with promises of job applications, stimulus payments, and other nonexistent rewards in order to harvest personal data. Culper called these operations “consent farms” and claimed they “driven almost the entirety of Zeta’s growth over the last 2+ years” and accounted for 56% of the company’s reported adjusted EBITDA.¹

The report also accused Zeta of entering “two-way” contracts with third-party consent farms in which Zeta acted as both buyer and supplier of consumer data, arrangements Culper described as round-trip transactions designed to inflate reported revenue. Culper said its findings drew in part on interviews with former Zeta employees.¹

The first investor complaint, Davoodi v. Zeta Global Holdings Corp., was filed on November 22, 2024, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. It names Zeta Global Holdings Corp., CEO David A. Steinberg, and CFO Christopher Greiner as defendants.² The class period runs from February 27, 2024 through November 13, 2024 and covers any person or entity that purchased Zeta securities during that window.³

The complaint alleges that during the class period Zeta and its officers made materially false or misleading statements about the company’s business and financial prospects while concealing the practices Culper described: the use of two-way contracts and round-trip transactions to inflate results, and reliance on predatory consent farms that drove “almost the entirety” of Zeta’s growth. Because Steinberg and Greiner controlled the contents of Zeta’s SEC filings and investor communications, the complaint says, they are personally liable and “knew that the adverse facts specified herein had not been disclosed to, and were being concealed from, the public.”⁴

Zeta’s Response to the Securities Allegations

Zeta denied the accusations on the day the Culper report was published, calling it a collection of “misrepresentations, speculative conjecture, and categorically false statements.”⁵ A detailed rebuttal followed on November 20, 2024.⁶

The company said it operates no consent farms and that the two entities at the center of Culper’s claims — Apptness (acquired October 2021) and ArcaMax (acquired March 2022) — collected data lawfully. ArcaMax, Zeta said, uses a double opt-in email subscription process, and Apptness displays legitimate job advertisements rather than fake reward offers.⁷

Zeta also disputed the financial weight Culper assigned to those businesses. Apptness and ArcaMax combined contributed less than 3% of total revenue for the trailing twelve months ended September 30, 2024, and represented less than 1% of Zeta’s data assets, the company said. Digital Media Solutions, another entity Culper flagged, accounted for less than 0.1% of revenue over the same period.⁷ On the round-tripping charge, Zeta said its two-way contracts, such as buying airline tickets from a client to which it also provides marketing services, involve distinct transactions at fair value and comply with GAAP.⁸ The company also noted that Culper had misidentified its auditor as “E&Y” when it is Deloitte.⁵

The board authorized a $100 million share repurchase program, and on November 18, 2024, CEO David A. Steinberg announced that he and other executives and directors intended to buy about $3 million in Zeta stock at the depressed price.⁹

Where the Securities Case Stands

Several firms filed competing class actions, and the deadline to move for lead plaintiff was January 21, 2025.¹⁰ On February 26, 2025, Judge Dale E. Ho consolidated the actions as In re Zeta Global Holdings Corporation Securities Litigation and appointed the Allegheny County Employees’ Retirement System as co-lead plaintiff, with Labaton Keller Sucharow as co-lead counsel.²

Lead plaintiffs filed an amended complaint on May 12, 2025.³ Defendants, represented by Latham & Watkins,¹¹ filed a motion to dismiss on July 11, 2025. As of mid-2025 the motion had been fully briefed and was awaiting a ruling.¹² No trial date has been set.

The Consumer Data Privacy Class Action

Zeta faces a second, separate class action over consumer data practices. Two suits, Ayerdi v. Zeta Global Holdings Corp. and A.P. v. Zeta Global Corp., were consolidated by Judge Paul A. Engelmayer on October 14, 2025, as In re Zeta Global Data Privacy Litigation, case number 25 Civ. 5780.¹³

The named defendants are Zeta Global Holdings Corp., Zeta Global Corporation, and Dotdash Meredith, Inc. The original complaint, filed in July 2025, concerns data privacy issues tied to the People.com newsletter; portions of the complaint and its exhibits have been placed under seal. The court appointed Mason LLP and Lowey Dannenberg, P.C. as interim co-lead counsel.¹³

Plaintiffs filed an amended complaint on November 20, 2025. Defendants moved to dismiss in January 2026, plaintiffs filed oppositions in February, and defendants’ replies were filed on March 20, 2026. The motions to dismiss remain pending as of mid-2026. In a related ruling on May 11, 2026, the court denied a request for a preservation order, invoking the “Cry Wolf” doctrine.¹³

What the Stock Did

The market reaction to the Culper report drives the securities plaintiffs’ damages theory. On November 13, 2024, Zeta’s share price fell $10.46 to close at $17.76, a single-day drop of roughly 37%.² Over the following week the stock declined about 34% from its pre-report level, falling from approximately $28.40 to $18.60.¹⁴ The stock has remained under pressure since; as of late March 2026 it traded around $14.60, down 27% year-to-date and well below its 52-week high of $24.90.¹⁵

1
GlobeNewsWire. Zeta Global Holdings (ZETA) Shares Crash After Accusations of Revenue Round-Tripping, Improper Use of Consent Farms
2
Labaton Keller Sucharow. Davoodi v. Zeta Global Holdings Corp
3
Stanford Law School Securities Class Action Clearinghouse. Zeta Global Holdings Corp. Securities Litigation
4
Levi & Korsinsky. ZETA Complaint (PDF)
5
Zeta Global Investor Relations. Zeta Global Responds to Short Seller Report
6
Zeta Global Investor Relations. Zeta Global Corrects False and Misleading Claims About Its Business
7
Zeta Global. Zeta Global Corrects False and Misleading Claims About Its Business (PDF)
8
Zeta Global. Zeta Short Seller Report Response
9
Stock Titan. Zeta Global Announces Intended Share Purchases by CEO and Members of Leadership
10
Newsfilecorp. ZETA Investor Notice
11
CourtListener. In re Zeta Global Holdings Corporation Securities Litigation – Parties
12
Kessler Topaz Meltzer & Check. Zeta Global Holdings Corp
13
CourtListener. In re Zeta Global Data Privacy Litigation
14
MarTech. Zeta to Address Financial Accusations After Stock Price Drops 34%
15
TIKR. Zeta Global Stock Is Down 27% in 2026 Despite 78% Free Cash Flow Growth