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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock | 397,889 | $0.00 | -- |
| Gift | Class B Common Stock | 3,880 | $0.00 | -- |
| Gift | Class B Common Stock | 216 | $0.00 | -- |
| Gift | Class B Common Stock | 22,438 | $0.00 | -- |
| Gift | Class A Common Stock | 814,182 | $0.00 | -- |
| Gift | Class A Common Stock | 26,424 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
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 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. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported. 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. 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. 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. 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.
