Zeta Global (NYSE: ZETA) president shifts 724,021 shares in large trust gift

Rhea-AI Filing Summary

Zeta Global Holdings Corp. President Steven H. Gerber reported an indirect transfer of 724,021 shares of Class A common stock as a bona fide gift at no price, moving them from Evergreen Revocable Trust to a separate trust managed by an independent trustee for estate and tax planning. After this trust transfer, 154,430 shares remain indirectly held.

Insights

Insider transactions analyst

Large trust-to-trust gift, estate and tax planning, no sale.

The filing shows Evergreen Revocable Trust, associated with Zeta Global’s President Steven H. Gerber, transferred 724,021 Class A shares as a bona fide gift at $0.00 per share. The footnote explains the recipient trust is managed by an independent trustee for trust, estate and tax planning purposes.

This is not an open-market sale and brings no cash proceeds. The new trust may also be used to satisfy tax withholding obligations from vesting restricted stock awards. Following the transfer, 154,430 shares remain indirectly held, so the transaction reflects planning and restructuring rather than a change in market sentiment.

Insider Trade Summary

724,021 shares gifted

Mixed 1 txn

Insider Gerber Steven H.

Role President

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	724,021	$0.00	--

Holdings After Transaction: Class A Common Stock — 154,430 shares (Indirect, By Evergreen Revocable Trust)

Footnotes (1)

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Key Figures

Gifted shares: 724,021 shares Gift price per share: $0.00 per share Shares remaining indirectly held: 154,430 shares +1 more

4 metrics

Gifted shares 724,021 shares Class A Common Stock bona fide gift on 2026-05-20

Gift price per share $0.00 per share Recorded transfer price for gifted shares

Shares remaining indirectly held 154,430 shares Indirect holdings after gift transfer

Gift transaction code Code G Classified as bona fide gift disposition

Key Terms

bona fide gift, Evergreen Revocable Trust, independent trustee, restricted stock awards

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.

Evergreen Revocable Trust financial

"nature_of_ownership: "By Evergreen Revocable Trust""

independent trustee financial

"a trust managed by an independent trustee that was established for trust, estate and tax planning purposes"

restricted stock awards financial

"used to satisfy any 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.

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^*

Gerber Steven H.

(Last) (First) (Middle)

3 PARK AVE, 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)
	President

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)		724,021	D	$0	154,430	I	By Evergreen Revocable Trust

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.

	/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)