Form 4: ZETA Director Royan Gets Annual 9.9k-Share Grant

Rhea-AI Filing Summary

Zeta Global Holdings Corp. (NYSE:ZETA) has filed a Form 4 reporting insider activity.

On 1 July 2025, director William T. Royan received 9,907 Class A common shares at a stated price of $0 under the company’s non-employee director compensation plan. Following the grant, Royan’s direct ownership stands at 70,840 shares. No derivative securities were involved and there was no open-market cash outlay, indicating this is a standard annual equity award rather than an opportunistic purchase. The transaction represents an immaterial fraction of Zeta’s outstanding shares and creates negligible dilution, but slightly increases director equity alignment.

Insights

Financial Analyst

TL;DR: Routine equity grant; negligible dilution; neutral impact.

This Form 4 discloses a small, $0-priced restricted stock award to a board member. The 9,907-share grant is immaterial to ZETA’s float and does not signal a valuation view because no capital was deployed. It modestly improves alignment between the director and shareholders, but has no earnings or cash-flow implications. From a valuation or liquidity standpoint, the filing is neutral.

Corporate Governance Expert

TL;DR: Standard board compensation; governance stance unchanged.

The award falls under the established non-employee director program, suggesting Zeta follows common governance practice of compensating directors with equity. No special terms or accelerated vesting were disclosed, and the footnote clarifies that related entities have fallen below 10% ownership, reducing concentrated control concerns. Overall governance impact is neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Royan William T.

(Last) (First) (Middle)

10 RIVERSIDE BLVD APT 27C

(Street)

NEW YORK NY 10069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp. [ NYSE: ZETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		A		9,907(1)	A	$0	70,840	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities were issued to Mr. William T. Royan pursuant to the issuer's non -employee director compensation program, which provides for an annual grant of restricted stock as compensation for service on the board of directors.

Remarks:

GPI Capital Gemini HoldCo, L.P., which owns 5,140,859 shares of Class A common stock as of the date hereof, previously reported together with the Reporting Person but has ceased to beneficially own more than 10% of the Class A common stock and is no longer subject to Section 16. GPI Capital, LLC ("GPI LLC") is (i) the sole member of GPI GP Limited, which is the general partner of GPI GP LP, which is the general partner of GPI Capital Gemini HoldCo LP and (ii) the general partner of GPI Capital, L.P. William T. Royan, along with Khai Ha and Aleksander Migon, are the members of the Investment Committee of GPI LLC, which acts by majority and such members of the Investment Committee therefore disclaim beneficial ownership of such securities.

	/s/ Royan William T.	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Zeta Global (ZETA) disclose in the latest Form 4?

Director William T. Royan received 9,907 Class A shares on 1 July 2025 as an annual board compensation grant.

How many ZETA shares does William T. Royan now own?

After the transaction, Royan directly holds 70,840 Class A shares.

Was there any cash paid for the shares?

No. The shares were issued at $0 as restricted stock under the non-employee director compensation plan.

Does this filing materially affect Zeta Global’s share count?

The grant is immaterial relative to the company’s outstanding shares and has negligible dilution effect.

Were any derivative securities involved in the transaction?

No derivative securities were acquired or disposed of in this Form 4.