[144] Zeta Global Holdings Corp. SEC Filing

Rhea-AI Filing Summary

Zeta Global Holdings Corp. (ZETA) filed a Form 144 disclosing a proposed sale of 686,726 shares of Class A common stock through Merrill Lynch (200 Park Ave, New York) with an aggregate market value of $13,974,874.10. The filing states the shares were acquired on 04/03/2024 via estate planning transfers from the settlor of the trust for whose account the sale is being made; the donor acquired the securities on 01/01/2015. The filing lists approximately 238,040,782 shares outstanding and an approximate sale date of 09/12/2025. It also discloses a related sale in the past three months: 97,429 shares sold on 08/18/2025 for $1,900,006.77. No additional financial performance or forward guidance is provided.

Positive

• Full disclosure of proposed sale: Form 144 publicly reports the planned disposition of 686,726 Class A shares valued at $13,974,874.10.
• Broker identified: The sale is to be executed through Merrill Lynch, providing a clear execution channel.
• Acquisition origin disclosed: The securities were acquired via estate planning transfers on 04/03/2024, and donor acquisition date is provided (01/01/2015).

Negative

• None.

Insights

Securities Analyst

TL;DR: Large planned insider-related sale disclosed; transaction is notable for size but represents a small percentage of outstanding shares.

The Form 144 shows a proposed disposition of 686,726 Class A shares valued at $13.97M, to be executed through Merrill Lynch around 09/12/2025. These shares were acquired via estate planning transfers on 04/03/2024, indicating the seller is disposing of holdings attributed to a trust settlor rather than a routine open-market sale by an operating executive. Compared with the 238,040,782 shares outstanding, the block represents roughly 0.29% of the outstanding float, which is unlikely to exert material market pressure alone but is meaningful as a disclosed insider-related sale. No performance metrics or reasons beyond the acquisition mechanism are provided, limiting valuation implications.

Corporate Governance Expert

TL;DR: Filing meets Rule 144 disclosure requirements; transparency is appropriate, but governance context is limited.

The notice documents acquisition via estate planning transfers and affirms the signee does not possess undisclosed material adverse information. The disclosure of a prior sale of 97,429 shares on 08/18/2025 for $1.90M provides helpful recent trading context. Absent details on the trust beneficiary, relationship to officers/directors beyond the settlor description, or any trading plan date reliance, stakeholders have only basic governance information. The form satisfies procedural requirements but offers limited insight into motivations or potential ongoing insider selling.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Merrill Lynch 200 Park Ave New York NY 10166	686726	13974874.10	238040782	09/12/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	04/03/2024	Estate Planning Transfers	Acquired from the Settlor of the Trust for whose account the securities are being sold		01/01/2015	686726		N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Family Trust No S4 105 Chestnut Street Ste 33 Needham MA 02492	Class A Common Stock	08/18/2025	97429	1900006.77

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does ZETA's Form 144 disclose about the number of shares to be sold?

The filing discloses a proposed sale of 686,726 shares of Class A common stock.

What is the aggregate market value of the shares in the Form 144 for ZETA?

The aggregate market value reported is $13,974,874.10.

When were the securities being sold by ZETA acquired?

The securities were acquired on 04/03/2024 via estate planning transfers; the donor acquired them on 01/01/2015.

Who is the broker handling the proposed ZETA sale?

The broker listed is Merrill Lynch located at 200 Park Ave, New York, NY 10166.

Has the filer sold ZETA shares recently?

Yes; the filing reports a sale of 97,429 shares on 08/18/2025 for $1,900,006.77.