Restricted stock grant lifts Zeta (NYSE: ZETA) director’s stake to 611,772

Rhea-AI Filing Summary

NIEHAUS ROBERT H reported acquisition or exercise transactions in this Form 4 filing.

Zeta Global Holdings Corp. director Robert H. Niehaus reported receiving an award of 7,197 shares of common stock as restricted stock, at no cash cost. These shares vest in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028, and April 1, 2028. Following this grant, he directly holds 611,772 shares of Zeta common stock. The filing also notes that he has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation and will no longer report those foundation shares as beneficially owned under Rule 16a-1(a)(2).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider NIEHAUS ROBERT H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock	7,197	$0.00	--

Holdings After Transaction: Common stock — 611,772 shares (Direct)

Footnotes (1)

1. Represents an award of restricted stock, which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028, and April 1, 2028. The reporting person has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation. The reporting person's involvement with the foundation is limited to voting power in his capacity as a manager. Therefore, he will no longer report these shares under Section16 as he is not the beneficial owner within the meaning of Rule 16a-1(a)(2).

Key Figures

Restricted stock award: 7,197 shares Grant price: $0.0000 per share Post-transaction holdings: 611,772 shares +2 more

5 metrics

Restricted stock award 7,197 shares Grant of common stock on July 1, 2026

Grant price $0.0000 per share Restricted stock award compensation, not cash purchase

Post-transaction holdings 611,772 shares Direct ownership after July 1, 2026 grant

Vesting schedule start July 1, 2027 First vesting date for restricted stock

Final vesting date April 1, 2028 Last of four equal vesting installments

Key Terms

restricted stock, pecuniary interest, beneficial owner, Rule 16a-1(a)(2)

4 terms

restricted stock financial

"Represents an award of restricted stock, which vests in four equal installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

pecuniary interest financial

"The reporting person has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation."

beneficial owner financial

"he is not the beneficial owner within the meaning of Rule 16a-1(a)(2)."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Rule 16a-1(a)(2) regulatory

"not the beneficial owner within the meaning of Rule 16a-1(a)(2)."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 05:06 PM Accepted by SEC EDGAR 07/02/2026 - 05:06 PM Learn about SEC filing dates

FAQ

What insider transaction did Zeta Global (ZETA) director Robert Niehaus report?

Director Robert H. Niehaus reported an acquisition of 7,197 shares of Zeta Global common stock as a restricted stock award. The grant carried a $0.0000 per-share price, indicating it was compensation-related rather than a market purchase for cash.

How does the restricted stock for Zeta Global (ZETA) director vest?

The 7,197-share restricted stock award vests in four equal installments. Vesting dates are July 1, 2027, October 1, 2027, January 1, 2028, and April 1, 2028, meaning the award becomes fully vested over this staged schedule.

How many Zeta Global (ZETA) shares does Robert Niehaus hold after this Form 4?

After the reported restricted stock grant, Robert H. Niehaus directly holds 611,772 shares of Zeta Global common stock. This figure reflects his direct ownership position immediately following the July 1, 2026 award transaction.

Was cash paid for the Zeta Global (ZETA) restricted stock grant?

No cash was paid for the award. The Form 4 shows a transaction price per share of $0.0000 for the 7,197 restricted shares, indicating the award represents equity compensation rather than a market purchase for consideration.

What does the Form 4 say about Zeta Global (ZETA) shares held by the Robert and Kate Niehaus Foundation?

The filing states Niehaus has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation. His role is limited to voting power as a manager, so he will no longer report those foundation shares as beneficially owned under Rule 16a-1(a)(2).

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^*

NIEHAUS ROBERT H

(Last) (First) (Middle)

600 LEXINGTON AVENUE, 31ST FLOOR

(Street)

NEW YORK NEW YORK 10022

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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
Common stock	07/01/2026		A		7,197(1)	A	$0	611,772(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 an award of restricted stock, which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028, and April 1, 2028.

2. The reporting person has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation. The reporting person's involvement with the foundation is limited to voting power in his capacity as a manager. Therefore, he will no longer report these shares under Section16 as he is not the beneficial owner within the meaning of Rule 16a-1(a)(2).

	/s/ Robert H. Niehaus	07/02/2026
	** 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)