Zeta Global (NYSE: ZETA) CFO gifts 633,060 shares to independent trust

Rhea-AI Filing Summary

Zeta Global Holdings Chief Financial Officer Christopher E. Greiner reported a bona fide gift of 633,060 shares of Class A common stock on a no‑price transfer. The shares were moved to a trust managed by an independent trustee for trust, estate and tax planning and to help cover tax withholding from vesting restricted stock awards. After the transfer, he directly holds 143,948 shares, including stock purchased under an Employee Stock Purchase Plan that had not been previously reported.

Insider Trade Summary

633,060 shares gifted

Mixed 1 txn

Insider Greiner Christopher E

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	633,060	$0.00	--

Holdings After Transaction: Class A Common Stock — 143,948 shares (Direct, null)

Footnotes (1)

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

Key Figures

Gifted shares: 633,060 shares Shares held after transaction: 143,948 shares Transaction price per share: $0.00 per share +2 more

5 metrics

Gifted shares 633,060 shares Bona fide gift of Class A Common Stock on G-code transaction

Shares held after transaction 143,948 shares Direct holdings of CFO following the reported gift

Transaction price per share $0.00 per share Gift transfer with no sale proceeds

Gift transaction count 1 transaction Single bona fide gift reported in Form 4

Gift shares summary 633,060 shares GiftShares in transaction summary

Key Terms

bona fide gift, independent trustee, restricted stock awards, Employee Stock Purchase Plan (ESPP)

4 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.

independent trustee financial

"a trust managed by an independent trustee that was established for trust"

restricted stock awards financial

"tax withholding obligations arising from the vesting of certain restricted stock awards"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

Employee Stock Purchase Plan (ESPP) financial

"Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP)"

Form 4 Insider Transactions: What Each Field Means →

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^*

Greiner Christopher E

(Last) (First) (Middle)

3 PARK AVENUE, 33RD FLOOR

(Street)

NEW YORK 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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/20/2026		G(1)		633,060	D	$0	143,948(2)	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. 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. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

	/s/ Steven Vine, Attorney-in-fact	05/22/2026
	** 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)

FAQ

What insider transaction did ZETA CFO Christopher Greiner report?

Christopher Greiner reported a bona fide gift transfer of 633,060 Zeta Global Class A common shares. The shares were moved at no price as part of personal trust, estate and tax planning arrangements disclosed in the filing.

Who received the 633,060 ZETA shares gifted by the CFO?

The 633,060 shares were transferred to a trust managed by an independent trustee. The trust was established for trust, estate and tax planning and may also satisfy tax withholding from vesting restricted stock awards.

How many ZETA shares does the CFO hold after the reported gift?

After the gift, the CFO directly holds 143,948 Class A common shares of Zeta Global. This balance also includes stock bought through an Employee Stock Purchase Plan that had not been previously reported in earlier ownership figures.

Was the ZETA CFO’s Form 4 transaction a sale or a gift?

The Form 4 reports a bona fide gift, not an open-market sale or purchase. The transaction code G and description confirm it was a gift transfer at zero price to an estate and tax planning trust.

Does the ZETA Form 4 mention Employee Stock Purchase Plan shares?

Yes. A footnote states the post-transaction share balance includes stock purchased under an Employee Stock Purchase Plan. Those ESPP shares were not previously reported, so the filing updates the CFO’s disclosed holdings.