Zeta Global president converts awards into 226,512 shares

Q: How many ZETA shares did President Steven H. Gerber acquire from PSUs?

The reported transactions included 226,512 Class A common shares acquired through exercise/conversion of performance-based restricted stock units on October 22, 2026. The shares were held indirectly through the Evergreen Revocable Trust, of which Gerber is trustee and beneficiary.

Q: How many ZETA shares were withheld for taxes?

34,989 shares were withheld in satisfaction of taxes due upon PSU vesting on October 22, 2026. The reported price was $33.52 per share.

The earned units include future vesting installments, with continued service required for the remaining 2024 PSU installments.

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Rhea-AI Filing Summary

Zeta Global Holdings Corp. President Steven H. Gerber reported transactions through the Evergreen Revocable Trust, of which he is trustee and beneficiary. The transactions included the exercise/conversion of performance-based restricted stock units for 226,512 Class A common shares on October 22, 2026, 34,989 shares withheld for taxes at $33.52 per share, and 40,514 shares disposed to the issuer in connection with its cash settlement of earned PSUs at $33.52 per share.

The issuer determined that the 2024 PSUs met performance conditions at the maximum level; 33.33% vested on the determination date, with the remainder scheduled to vest in equal quarterly installments subject to continued service. The 2022 and 2023 PSUs exceeded their prior earned levels and vest in three equal annual installments beginning on that date.

Insider Trade Summary

226,512 shares exercised/converted

Exercise 6 txns

Insider Gerber Steven H.

Role President

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units ^{F6, F2, F7, F3}	125,953	$0.00	$0.00
Exercise	Performance-Based Restricted Stock Units ^{F6, F2, F7, F3}	39,710	$0.00	$0.00
Exercise	Performance-Based Restricted Stock Units ^{F6, F1, F8, F3}	60,849	$0.00	$0.00
Exercise	Class A Common Stock ^{F1, F2, F3}	226,512	$0.00	$0.00
Tax Withholding	Class A Common Stock ^{F4, F3}	34,989	$33.52	$1.17M
Disposition	Class A Common Stock ^{F5, F3}	40,514	$33.52	$1.36M

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 contracts (Indirect, By Evergreen Revocable Trust); Class A Common Stock — 305,439 shares (Indirect, By Evergreen Revocable Trust)

Footnotes (8)

F1. On April 3, 2024, the reporting person was granted an award of performance-based restricted stock units (the "2024 PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. Any unearned portion of the PSUs will expire on January 1, 2029. On October 22, 2026, the Issuer determined that the performance conditions were met at the maximum level with respect to the 2024 PSUs, resulting in these securities being earned, with 33.33% of such securities vesting on such date of determination and the remainder vesting in equal installments every three months thereafter, subject to the reporting person's continued service with the Issuer through each applicable vesting date.
F2. On each of February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2022 PSUs" and the "2023 PSUs" and, collectively with the 2024 PSUs, the "PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination.
F3. Mr. Gerber serves as trustee and beneficiary of the Evergreen Revocable Trust.
F4. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
F5. Pursuant to the PSU award agreements and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.
F6. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F7. Additional PSUs may be earned based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs. To the extent earned, the 2022 PSUs and 2023 PSUs vest in three equal annual installments, with the first installment vesting on the date the Issuer determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Issuer through each applicable vesting date. Any unearnd PSUs will expire on January 1 of the fifth year following the grant date.
F8. As the performance conditions were met at the maximum level with respect to the 2024 PSUs, no additional 2024 PSUs may be earned.

Key Figures

Class A common shares acquired: 226,512 shares Shares withheld for taxes: 34,989 shares Price per share for tax withholding: $33.52 per share +3 more

6 metrics

Class A common shares acquired 226,512 shares From PSU exercise/conversion on October 22, 2026

Shares withheld for taxes 34,989 shares Upon PSU vesting on October 22, 2026

Price per share for tax withholding $33.52 per share Tax withholding transaction on October 22, 2026

Shares disposed to issuer 40,514 shares In connection with the issuer's cash settlement of earned PSUs on October 22, 2026

Price per share for cash settlement $33.52 per share Issuer cash settlement of earned PSUs on October 22, 2026

2024 PSUs vesting on determination date 33.33% The issuer determined performance conditions were met at the maximum level

Key Terms

performance-based restricted stock units, volume-weighted average closing price per share, cash settle

3 terms

performance-based restricted stock units financial

"award of performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

cash settle financial

"elected to cash settle the earned PSUs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ZETA shares did President Steven H. Gerber acquire from PSUs?

The reported transactions included 226,512 Class A common shares acquired through exercise/conversion of performance-based restricted stock units on October 22, 2026. The shares were held indirectly through the Evergreen Revocable Trust, of which Gerber is trustee and beneficiary.

How many ZETA shares were withheld for taxes?

34,989 shares were withheld in satisfaction of taxes due upon PSU vesting on October 22, 2026. The reported price was $33.52 per share.

When do Steven H. Gerber's earned ZETA PSUs vest?

For the 2024 PSUs, 33.33% vested on the determination date and the remainder vests in equal installments every three months, subject to continued service. The 2022 and 2023 PSUs vest in three equal annual installments beginning on the determination date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:57 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:55 PM EDT

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gerber Steven H.

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/22/2026		M		226,512⁽¹⁾⁽²⁾	A	$0	380,942	I	By Evergreen Revocable Trust⁽³⁾
Class A Common Stock	10/22/2026		F		34,989⁽⁴⁾	D	$33.52	345,953	I	By Evergreen Revocable Trust⁽³⁾
Class A Common Stock	10/22/2026		D		40,514⁽⁵⁾	D	$33.52	305,439	I	By Evergreen Revocable Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			125,953⁽²⁾	⁽²⁾⁽⁷⁾	⁽⁷⁾	Class A Common Stock	125,953⁽²⁾	$0	0⁽⁷⁾	I	By Evergreen Revocable Trust⁽³⁾
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			39,710⁽²⁾	⁽²⁾⁽⁷⁾	⁽⁷⁾	Class A Common Stock	39,710⁽²⁾	$0	0⁽⁷⁾	I	By Evergreen Revocable Trust⁽³⁾
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			60,849⁽¹⁾	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Class A Common Stock	60,849⁽¹⁾	$0	0⁽⁸⁾	I	By Evergreen Revocable Trust⁽³⁾

Explanation of Responses:

1. On April 3, 2024, the reporting person was granted an award of performance-based restricted stock units (the "2024 PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. Any unearned portion of the PSUs will expire on January 1, 2029. On October 22, 2026, the Issuer determined that the performance conditions were met at the maximum level with respect to the 2024 PSUs, resulting in these securities being earned, with 33.33% of such securities vesting on such date of determination and the remainder vesting in equal installments every three months thereafter, subject to the reporting person's continued service with the Issuer through each applicable vesting date.

2. On each of February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2022 PSUs" and the "2023 PSUs" and, collectively with the 2024 PSUs, the "PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination.

3. Mr. Gerber serves as trustee and beneficiary of the Evergreen Revocable Trust.

4. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.

5. Pursuant to the PSU award agreements and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.

6. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

7. Additional PSUs may be earned based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs. To the extent earned, the 2022 PSUs and 2023 PSUs vest in three equal annual installments, with the first installment vesting on the date the Issuer determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Issuer through each applicable vesting date. Any unearnd PSUs will expire on January 1 of the fifth year following the grant date.

8. As the performance conditions were met at the maximum level with respect to the 2024 PSUs, no additional 2024 PSUs may be earned.

	/s/ Steven Vine, Attorney-in-fact	10/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR