[144] Zeta Global Holdings Corp. SEC Filing

Rhea-AI Filing Summary

Zeta Global Holdings Corp. (ZETA) filed a Form 144 notifying a proposed sale of 1,526,658 Class A common shares through Merrill Lynch on the NYSE, with an aggregate market value of $31,067,490.30 and an approximate sale date of 09/22/2025. The filing reports that these shares were acquired on 04/03/2024 via estate planning transfers from the settlor of the trust for whose account the securities are being offered.

The form also discloses a recent sale by a related family trust: 18,336 shares sold on 08/21/2025 for $332,651.95. The filer attests they are not aware of undisclosed material adverse information and provides broker details for the planned transaction.

Positive

• Clear disclosure of the proposed sale quantity (1,526,658 shares) and aggregate market value ($31,067,490.30)
• Broker identified (Merrill Lynch) and market (NYSE), providing execution transparency
• Acquisition origin provided (estate planning transfers dated 04/03/2024), clarifying why restricted shares are being sold
• Prior recent sale disclosed (18,336 shares on 08/21/2025 for $332,651.95), improving transaction history transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale notice disclosing a planned 1.53M-share offering valued at $31.1M; no financial results or new company disclosures.

The Form 144 is a standard notice of intent to sell restricted or control securities. It specifies the class, quantity, broker (Merrill Lynch), estimated aggregate market value, and an approximate sale date. The filing clarifies acquisition origin—estate planning transfers dated 04/03/2024—which helps explain why restricted shares are being resold. From a market-impact perspective, the disclosed amount represents a small fraction of the reported outstanding shares (238,040,782), suggesting limited immediate dilution or supply shock.

Corporate Governance Expert

TL;DR: The filing documents transfer and proposed disposition of trust-held shares and includes the required attestation; procedural and compliance-focused.

The notice contains required compliance elements: seller identity through trust, acquisition date and nature (estate planning transfer), prior recent sale by a related family trust, and the signature attestation regarding material nonpublic information. This supports governance transparency around insider dispositions and trading plans. The filing does not disclose any governance changes, conflicts, or new arrangements beyond routine transfer and sale notice.

09/12/2025 - 05:32 PM

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	1526658	31067490.30	238040782	09/22/2025	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	1526658		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 III 328 Crandon Blvd Ste 119 363 Key Biscayne FL 33139	Class A Common Stock	08/21/2025	18336	332651.95

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 planned sale?

The filing discloses a proposed sale of 1,526,658 Class A common shares through Merrill Lynch on the NYSE with an aggregate market value of $31,067,490.30 and an approximate sale date of 09/22/2025.

How and when were the shares being sold by ZETA acquired?

The shares were acquired on 04/03/2024 via estate planning transfers from the settlor of the trust for whose account the securities are being sold.

Has any related party sold ZETA shares recently?

Yes. The filing shows Family Trust III sold 18,336 Class A shares on 08/21/2025 for $332,651.95.

Which broker will handle the proposed ZETA share sale?

The broker listed is Merrill Lynch, 200 Park Ave, New York, NY and the exchange is the NYSE.

Does the filer attest to possession of material nonpublic information in the Form 144?

The filer signs an attestation representing they do not know any material adverse information about the issuer that has not been publicly disclosed.