Zeta Global Holdings Corp SEC Filings

Zeta Global Holdings has a planned sale of 306,559 shares of its Class A common stock under a Form 144 notice. The shares are to be sold through Merrill Lynch on the NYSE around 12/15/2025, with an indicated aggregate market value of $5,950,310.19. The notice lists 238,040,782 Class A shares outstanding as context.

The securities were originally acquired on 06/15/2016 through estate planning transfers from the settlor of the trust whose accounts are selling the shares. Over the past three months, a related seller, Family Trust No S4, has already sold 10,926 Class A shares for gross proceeds of $743,625.16. The signer represents that they are not aware of undisclosed material adverse information about Zeta Global’s operations.

A holder of ZETA Class A common stock filed a notice of proposed sale under Rule 144 to sell 12,290 shares through Merrill Lynch on the NYSE. The shares have an aggregate market value of 250795.7 and are expected to be sold around 12/12/2025.

The filing states that the shares come from stock bonus awards from the issuer, with 8,782 shares acquired on 07/01/2023 and 4,208 shares acquired on 10/01/2023. The notice also reports that there were 238,040,782 shares of this class outstanding, providing context for the planned sale size relative to the total share count.

A holder of Class A common stock in the issuer plans to sell 61,927 shares through broker Merrill Lynch on the NYSE, with an approximate sale date of 12/12/2025. The filing values these shares at an aggregate market value of $1,201,383.80 and notes that 240,587,277 shares of this class are outstanding. The shares were acquired on 02/23/2022 via estate planning transfers from the settlor of the trust for whose accounts the securities are being sold, with the donor having originally acquired them on 01/01/2015. Over the prior three months, Family Trust III sold 4,498 shares of Class A common stock for $79,542.11, indicating ongoing, modest sales activity by this holder group.

Zeta Global Holdings Corp. director reports stock sale

A director of Zeta Global Holdings Corp. filed a Form 4 disclosing an open-market sale of Class A common stock. On 12/12/2025, the reporting person sold 12,990 shares of Class A common stock at a weighted average price of $19.3368 per share. The shares were sold in multiple trades at prices ranging from $19.17 to $19.55.

After this transaction, the director beneficially owns 57,850 shares of Zeta Global Class A common stock in direct ownership. The filing notes that detailed trade-by-trade pricing information within the stated range is available upon request.

Zeta Global Holdings Corp. Chief Executive Officer and 10% owner David A. Steinberg reported several internal transfers of Zeta Class A and Class B common stock among entities and trusts he is associated with. The reported transactions, coded as transfers at a price of $0 per share, include movements of Class A shares involving ACI Investment Partners, family trusts, and his spouse, as well as changes in derivative positions linked to Class B shares held through ACI, family trusts, a charitable annuity trust, IAC Investment Company IX, CAIVIS Acquisition Corp. II, and his spouse. The filing notes that one transfer was made to a trust managed by an independent trustee for trust, estate and tax planning purposes and to cover tax withholding from restricted stock vesting, and explains that Class B common stock is convertible into Class A common stock on a one-to-one basis, subject to specified conditions.

Zeta Global Holdings Corp. reported an insider share transfer by its Chief Accounting Officer. A Form 4 filing shows that on 12/05/2025, the officer transferred 74,256 shares of Class A Common Stock in a transaction coded "G," which typically reflects a gift or similar transfer. The reported price for the transfer is $0, indicating no cash consideration.

Following this transaction, the officer beneficially owns 81,515 shares of Zeta Global Class A Common Stock in direct ownership form. According to the explanation, the shares were moved to a trust managed by an independent trustee for trust, estate, and tax planning purposes, and the trust may also be used to cover tax withholding obligations related to vesting of restricted stock awards.

Zeta Global Holdings Corp.'s Chief Financial Officer reported an internal transfer of company stock. On 12/05/2025, the reporting person moved 515,627 shares of Class A common stock in a transaction coded "G," which indicates a transfer, at a stated price of $0 per share. The explanation notes that the shares were transferred to a trust managed by an independent trustee for trust, estate and tax planning purposes, and to help cover tax withholding obligations tied to vesting restricted stock awards. After this transfer, the reporting person directly beneficially owns 776,057 shares of Class A common stock.

Zeta Global Holdings Corp. is offering 58,943 shares of its Class A common stock under a prospectus supplement, issuing the shares as payment for services to a contractual service provider. The shares are priced at $16.9655 per share, based on the five-day volume-weighted average price ending November 24, 2025. This is a primary, non-cash issuance, so the company states it will not receive cash proceeds; instead, the stock settles an existing obligation to the holder.

Zeta notes that its Class A common stock trades on the NYSE under the symbol ZETA, with a last reported price of $17.48 per share on November 24, 2025. As of September 30, 2025, Zeta had 214,155,561 shares of Class A common stock and 23,670,648 shares of Class B common stock outstanding, providing context for the size of this share issuance relative to its existing equity base.

Zeta Global Holdings Corp. has filed a prospectus supplement to register the resale of up to 10,329,070 shares of Class A common stock by a single selling stockholder, Marigold Group, Inc. These shares include 5,329,070 shares already issued in a private transaction under a Purchase Agreement dated September 27, 2025, and up to 5,000,000 additional shares that may be issued to repay up to $75,000,000 of Seller Notes, which have an aggregate potential repayment of up to $125,000,000.

The company is not issuing new shares for cash in this offering and will not receive any proceeds from the resale; all sale proceeds will go to the selling stockholder. Zeta will bear the registration expenses. As context, Class A common stock outstanding was 214,155,561 shares as of September 30, 2025, and Marigold Group’s position is shown as 10,329,070 shares, or 4.60% of Class A common stock before the resale.