Zeta Global CAO exercises options, gifts shares

Zeta Global Holdings Corp. Chief Accounting Officer Ravella Satish reported several equity-related transactions involving Class A Common Stock.

Rhea-AI Filing Summary

Zeta Global Holdings Corp. Chief Accounting Officer Ravella Satish reported several equity-related transactions involving Class A Common Stock. On June 2, 2026, Satish exercised employee stock options to acquire 25,000 shares at an exercise price of $12.56 per share. In connection with this exercise, 17,302 shares were disposed of at $25.25 per share to cover option exercise costs and withholding taxes, meaning this was a tax payment mechanism rather than an open-market sale. On June 4, 2026, Satish made a bona fide gift of 7,968 shares to a trust managed by an independent trustee that was established for estate and tax planning and to help satisfy future tax-withholding obligations from restricted stock vesting. After these transactions, Satish directly owned 181,245 shares of Zeta Global Holdings Corp. Class A Common Stock.

Insider Trade Summary

25,000 shares exercised/converted

Exercise 4 txns

Insider Ravella Satish

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	7,968	$0.00	$0.00
Exercise	Employee Stock Option (Right to Buy)	25,000	$0.00	$0.00
Exercise	Class A Common Stock	25,000	$12.56	$314K
Exercise Price or Tax Liability	Class A Common Stock	17,302	$25.25	$437K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 75,000 contracts (Direct); Class A Common Stock — 181,245 shares (Direct)

Footnotes (3)

1. F1. Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.
2. F2. 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.
3. F3. The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

Key Figures

Options Exercised: 25,000 shares Exercise Price: $12.56 per share Tax-Withholding Shares: 17,302 shares +5 more

8 metrics

Options Exercised 25,000 shares Employee stock option exercise on June 2, 2026 at $12.56

Exercise Price $12.56 per share Strike price for 25,000-share option exercise on June 2, 2026

Tax-Withholding Shares 17,302 shares Disposed at $25.25 per share to cover costs and taxes

Tax-Withholding Price $25.25 per share Price for F-code disposition on June 2, 2026

Gifted Shares 7,968 shares Bona fide gift to planning trust on June 4, 2026

Shares Held After Transactions 181,245 shares Direct Class A Common Stock holding after June 2026 transactions

Remaining Options 75,000 options Employee stock option balance after 25,000-share exercise

Option Expiration April 24, 2035 Expiration date of employee stock option grant

Key Terms

Employee Stock Option, bona fide gift, withholding taxes, restricted stock awards, +1 more

5 terms

Employee Stock Option financial

"Employee Stock Option (Right to Buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

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.

withholding taxes financial

"option exercise costs and withholding taxes due upon the exercise"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

restricted stock awards financial

"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.

independent trustee financial

"trust managed by an independent trustee that was established"

FAQ

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

What insider transactions did ZETA Chief Accounting Officer Ravella Satish report?

Ravella Satish reported an option exercise for 25,000 Zeta Global Class A shares, a related tax-withholding share disposition of 17,302 shares, and a bona fide gift of 7,968 shares to a planning trust, leaving 181,245 shares held directly afterward.

Did the ZETA insider Form 4 report an open-market sale of shares?

The filing shows 17,302 shares disposed of at $25.25 per share to satisfy option exercise costs and withholding taxes. This is a tax-withholding transaction, not a discretionary open-market sale, and is commonly treated as a mechanical event tied to compensation.

How many ZETA shares did Ravella Satish acquire through option exercise?

Satish exercised employee stock options covering 25,000 shares of Zeta Global Class A Common Stock at an exercise price of $12.56 per share. This converted a derivative compensation award into actual shares as part of the company’s equity incentive structure.

What was the purpose of the 7,968-share gift reported for ZETA?

The 7,968-share transaction is a bona fide gift to a trust managed by an independent trustee. The trust was established for trust, estate, and tax planning and may also be used to satisfy tax withholding obligations on future restricted stock vesting.

How many ZETA shares did the insider hold after the reported transactions?

Following the option exercise, tax-withholding disposition, and gift transfer, Ravella Satish directly held 181,245 shares of Zeta Global Holdings Corp. Class A Common Stock, according to the post-transaction ownership figures disclosed in the Form 4.

What does the F transaction code mean in the ZETA Form 4 filing?

The F code indicates shares used to pay option exercise costs or tax liabilities. Here, 17,302 shares were delivered at $25.25 per share to satisfy exercise costs and withholding taxes tied to the June 2, 2026 employee stock option exercise.

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

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Accepted by SEC EDGAR 06/04/2026 - 05:03 PM Learn about SEC filing dates

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^*

Ravella Satish

(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)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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	06/02/2026		M		25,000	A	$12.56	206,515	D
Class A Common Stock	06/02/2026		F(1)		17,302	D	$25.25	189,213	D
Class A Common Stock	06/04/2026		G(2)		7,968	D	$0	181,245	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
Employee Stock Option (Right to Buy)	$12.56	06/02/2026		M			25,000	(3)	04/24/2035	Class A Common Stock	25,000	$0	75,000	D

Explanation of Responses:

1. Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.

2. 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.

3. The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

	/s/ Steven Vine, Attorney-In-Fact	06/04/2026
	** 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)