[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 165,000 Class A common shares through Merrill Lynch with an aggregate market value of $3,036,000. The filing lists 238,040,782 shares outstanding and an approximate sale date of 10/10/2025. The securities were acquired on 02/26/2021 via estate planning transfers from the settlor of the trust, with the donor having acquired the securities on 01/01/2015. The filer also reported a recent sale on 09/15/2025 of 16,125 shares for gross proceeds of $325,180.25. The notice includes the required representation that the seller does not possess undisclosed material adverse information.

Positive

• Brokered sale via Merrill Lynch provides institutional execution and reporting
• Full acquisition history disclosed (acquired 02/26/2021 via estate planning transfers)
• Includes representation that the seller lacks undisclosed material adverse information

Negative

• Recent prior sale of 16,125 shares on 09/15/2025 for $325,180.25 may indicate ongoing dispositions
• Proposed block size of 165,000 shares represents additional share supply relative to outstanding 238,040,782 shares

Insights

Securities Lawyer

TL;DR: Form 144 documents a scheduled brokered sale and includes required legal representations.

The filing identifies a brokered transaction through Merrill Lynch for 165,000 Class A shares with an $3,036,000 aggregate market value and confirms the securities were acquired via estate planning transfers on 02/26/2021. This establishes the seller's chain of title and the basic compliance facts needed under Rule 144.

The notice contains the signer’s representation of no undisclosed material adverse information and discloses a recent sale of 16,125 shares on 09/15/2025. Monitor broker execution and public disclosures around 10/10/2025 for timely reporting and consistency with trading-plan or Rule 144 timing requirements.

Equity Capital Markets Analyst

TL;DR: The proposed sale is a defined block and follows a recent smaller sale, signaling controlled disposition.

The notice shows an intended sale of 165,000 shares and reports one prior sale of 16,125 shares that generated $325,180.25. The block size and prior sale are disclosed alongside total outstanding shares of 238,040,782, allowing market participants to gauge potential near-term supply impact.

Watch trade reports and exchange post-trade prints around 10/10/2025 and subsequent Form 4 or 144 filings for follow-up activity to assess whether this is a single scheduled disposition or part of an ongoing selling program.

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	165000	3036000	238040782	10/10/2025	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	02/26/2021	Estate Planning Transfers	Acquired from the settlor of the trust for whose accounts the securites are being sold		01/01/2015	165000	02/26/2021	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 IX 328 Crandon Blvd Ste 119 #363 Key Biscayne FL 33149	Class A Common Stock	09/15/2025	16125	325180.25

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 did ZETA disclose in the Form 144?

The Form 144 notifies a proposed sale of 165,000 Class A shares through Merrill Lynch with aggregate market value $3,036,000 and an approximate sale date of 10/10/2025.

When were the securities being sold originally acquired?

The securities were acquired on 02/26/2021 via estate planning transfers from the settlor of the trust; the donor acquired them on 01/01/2015.

Has the seller recently sold other ZETA shares?

Yes; the filing lists a sale on 09/15/2025 of 16,125 shares for gross proceeds of $325,180.25.

How many ZETA shares are outstanding according to the filing?

The filing reports 238,040,782 shares outstanding.

Which broker will execute the proposed sale?

The broker named in the Form 144 is Merrill Lynch located at 200 Park Ave, New York, NY.