Zeta Global (NYSE: ZETA) CEO gifts 1.27M Class A shares while retaining major stakes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Zeta Global Holdings Corp. Chief Executive Officer David Steinberg reported a series of bona fide gifts of Class A common stock on May 6, 2026, totaling 1,265,838 shares. These gifts were made directly and through entities associated with him, including ACI Investment Partners, his spouse, and family trusts, and were executed at a stated price of $0.00 per share, indicating non‑market, no‑consideration transfers.
After the gifts, Steinberg continues to hold 67,327 shares of Class A common stock directly, along with additional indirect holdings, such as 395,707 Class A shares through ACI Investment Partners, LLC and 512 shares through family trusts. He is also associated with substantial positions in Class B common stock, which is convertible into Class A on a one‑to‑one basis, including an interest in 9,580,602 underlying Class A shares held by ACI Investment Company XXVII, LLC. A prior transfer of 9,580,602 Class B shares from ACI to this entity is described as a change in form of beneficial ownership under Rule 16a‑13, without changing Steinberg’s pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,265,838 shares gifted
Mixed
11 txns
Insider
Steinberg David, ACI Investment Partners, LLC
Role
Chief Executive Officer | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 1,251,609 | $0.00 | -- |
| Gift | Class A Common Stock | 768 | $0.00 | -- |
| Gift | Class A Common Stock | 13,176 | $0.00 | -- |
| Gift | Class A Common Stock | 285 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 395,707 shares (Indirect, By ACI Investment Partners, LLC);
Class A Common Stock — 67,327 shares (Direct, null);
Class B Common Stock — 8,735,636 shares (Indirect, By ACI Investment Partners, LLC)
Footnotes (1)
- Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards. Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the Manager of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any. Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any. The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class. Since the date of the Reporting Person's prior Form 4, ACI transferred 9,580,602 shares of Class B Common Stock to ACI Investment Company XXVII, LLC ("XXVII") in a transaction that is exempt from reporting pursuant to Rule 16a-13 because the transfer represented a change in form of beneficial ownership without a change in the reporting person's pecuniary interest. Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the Manager of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any. Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority member. Securities held directly by XXVII. Mr. Steinberg is the Manager of XXVII. Mr. Steinberg disclaims beneficial ownership of the shares held directly by XXVII except to the extent of his pecuniary interest therein, if any.
Key Figures
Total gifted shares: 1,265,838 shares
ACI gift: 1,251,609 shares
Spouse gift: 13,176 shares
+4 more
7 metrics
Total gifted shares
1,265,838 shares
Aggregate bona fide gifts of Class A common stock on May 6, 2026
ACI gift
1,251,609 shares
Class A shares gifted by ACI Investment Partners, LLC
Spouse gift
13,176 shares
Class A shares gifted from holdings listed as “By Spouse”
Family trusts gift
768 shares
Class A shares gifted from family trust holdings
Direct Class A holdings
67,327 shares
Class A common stock held directly following gifts
Indirect ACI Class A holdings
395,707 shares
Class A shares held indirectly via ACI Investment Partners, LLC after gifts
Convertible Class B via XXVII
9,580,602 shares
Underlying Class A shares for Class B held by ACI Investment Company XXVII, LLC
Key Terms
bona fide gift, Rule 16a-13, Class B common stock, pecuniary interest, +2 more
6 terms
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Rule 16a-13 regulatory
"in a transaction that is exempt from reporting pursuant to Rule 16a-13"
Class B common stock financial
"The Class B common stock is convertible at any time at the option of the holder"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Disability regulatory
"the date of the death or Disability (as defined in the Issuer's amended and restated certificate)"
FAQ
What did ZETA CEO David Steinberg report in this Form 4?
David Steinberg reported bona fide gifts of Zeta Global Class A common stock totaling 1,265,838 shares on May 6, 2026. The gifts occurred directly and through entities linked to him, reflecting estate and tax planning rather than open‑market buying or selling.
What is the significance of ZETA’s Class B common stock in this filing?
The filing notes that Class B common stock is convertible into Class A on a one‑to‑one basis. Entities associated with Steinberg hold large Class B positions, including 9,580,602 underlying Class A shares at ACI Investment Company XXVII, LLC, maintaining substantial voting and economic exposure.
Was there a change in David Steinberg’s economic interest from the ACI to XXVII transfer?
A footnote states that ACI transferred 9,580,602 Class B shares to ACI Investment Company XXVII, LLC in a transaction described under Rule 16a‑13. It is characterized as a change in form of beneficial ownership without changing Steinberg’s pecuniary interest.