Insider Filing: David Steinberg 08/22/2025 Disposes 814,182 ZETA Shares

Rhea-AI Filing Summary

David A. Steinberg, Chief Executive Officer and director of Zeta Global Holdings Corp. (ZETA), reported multiple transactions dated 08/22/2025 on Form 4. The filing shows dispositions of 814,182 Class A shares held directly by ACI Investment Partners, LLC and 26,424 Class A shares disposed by spouse, each reported at $0 price under code G(1). An additional 66,661 Class A shares are listed (note indicates inclusion of shares purchased under an ESPP). The filing also reports dispositions of various Class B shares that convert one-for-one into Class A shares, with underlying Class A share totals shown for multiple entities (for example, 397,889 Class B by ACI resulting in 397,889 Class A underlying). Following the reported transactions, the filing discloses beneficial ownership balances for multiple holding vehicles, including 2,332,987 Class A shares held indirectly by ACI Investment Partners, LLC.

Positive

• The filing provides detailed explanatory footnotes clarifying trust transfers, disclaimed beneficial ownership, and inclusion of ESPP purchases, improving transparency.
• Required signatures from the reporting person and managing member are present, indicating formal execution and compliance with reporting rules.

Negative

• Significant same-day dispositions reported: 814,182 Class A shares by ACI Investment Partners, LLC and 26,424 Class A shares by the reporting person’s spouse.
• Multiple Class B share disposals convertible one-for-one into Class A shares were reported, affecting potential voting and economic interest calculations.

Insights

Securities Analyst

TL;DR: Large, same-day dispositions by the CEO's affiliated entities materially change reported share positions and merit investor attention.

The Form 4 documents sizeable dispositions on 08/22/2025: 814,182 Class A shares disposed by ACI Investment Partners, LLC and 26,424 by the reporting person’s spouse, both reported with transaction code G(1). The filing also records disposals of multiple Class B tranches convertible one-for-one into Class A shares, and provides post-transaction beneficial ownership totals for several affiliated entities. The report includes explanatory footnotes clarifying trust transfers and disclaimed beneficial ownership for shares held directly by ACI and IAC entities. These transactions alter the public disclosure of the issuer’s insider-related share distribution and should be considered in any analysis of insider ownership concentrations.

Corporate Governance Expert

TL;DR: Transactions appear to be transfers among affiliated entities and trusts with explanatory disclaimers; governance disclosures are documented.

The filer provides detailed footnotes describing transfers to an independent-trust trustee for estate, tax planning and tax-withholding purposes and disclaims of beneficial ownership for shares held by ACI and IAC except to the extent of pecuniary interest. The inclusion of ESPP-purchased shares in the balance is disclosed. Signatures include David A. Steinberg and ACI Investment Partners, LLC’s managing member signature via attorney-in-fact, indicating formal execution. From a governance standpoint, the Form 4 supplies required contextual notes about ownership structure and indirect holdings, supporting transparency of insider-affiliated holdings.

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

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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^*

Steinberg David

(Last) (First) (Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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

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

	Form filed by One Reporting Person
X	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	08/22/2025		G(1)		814,182	D	$0	2,332,987	I	By ACI Investment Partners, LLC(2)
Class A Common Stock	08/22/2025		G(1)		26,424	D	$0	26,388	I	By Spouse
Class A Common Stock								66,661(3)	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
Class B Common Stock	(4)	08/22/2025		G(1)			397,889	(4)	(4)	Class A Common Stock	397,889	$0	18,324,693	I	By ACI Investment Partners, LLC(2)
Class B Common Stock	(4)	08/22/2025		G(1)			3,880	(4)	(4)	Class A Common Stock	3,880	$0	444,954	I	By Family Trusts(5)
Class B Common Stock	(4)	08/22/2025		G(1)			216	(4)	(4)	Class A Common Stock	216	$0	4,546,950	I	By IAC Investment Company IX, LLC(6)
Class B Common Stock	(4)	08/22/2025		G(1)			22,438	(4)	(4)	Class A Common Stock	22,438	$0	75,000	I	By CAIVIS Acquisition Corp. II(7)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	47,676		47,676	I	By Spouse
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	231,375		231,375	I	By Charitable Annuity Trust

1. Name and Address of Reporting Person^*

Steinberg David

(Last) (First) (Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACI Investment Partners, LLC

(Last) (First) (Middle)

3 PARK AVENUE, 33RD FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member 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.

3. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

4. 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.

5. 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.

6. Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the managing member 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.

7. Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder.

	ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member	08/22/2025
	David A. Steinberg, /s/ Steven Vine, Attorney-in-fact	08/22/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for ZETA?

The Form 4 was filed by David A. Steinberg and ACI Investment Partners, LLC, with signatures dated 08/22/2025.

What transactions are reported on the 08/22/2025 Form 4 for ZETA?

The filing reports dispositions on 08/22/2025 including 814,182 Class A shares by ACI Investment Partners, LLC, 26,424 Class A shares by the reporting person’s spouse, and multiple Class B share disposals convertible into Class A shares.

Were any shares purchased under an ESPP reported?

Yes. The filing notes that a share balance of 66,661 includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

Do the filing footnotes explain the nature of the transfers?

Yes. Footnotes state transfers to a trust managed by an independent trustee for estate, tax planning and tax-withholding purposes, and disclaimers of beneficial ownership for shares held by ACI and IAC except to the extent of pecuniary interest.

What are the post-transaction beneficial ownership figures disclosed?

The filing discloses post-transaction beneficial ownership such as 2,332,987 Class A shares indirectly held by ACI Investment Partners, LLC and other balances for spouse, family trusts, and affiliated entities as shown in the Form 4.