[Form 4] Zeta Global Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Zeta Global Holdings Corp. director reported acquiring 1,258 shares of Class A common stock as restricted stock on 10/01/2025, recorded at $19.87 per share. The grant represents the quarterly retainer under the 2021 Incentive Award Plan.

The award vests 25% one year from grant, with the remaining 75% vesting in four equal quarterly installments beginning on the first anniversary. Following the grant, beneficial ownership was 272,951 shares direct and 607,165 shares indirect by spouse.

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

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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^*

LANDMAN WILLIAM

(Last) (First) (Middle)

308 E. LANCASTER AVENUE, SUITE 300

(Street)

WYNNEWOOD PA 19096

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/01/2025		A		1,258(1)	A	$19.87	272,951	D
Class A Common Stock								607,165	I	By Spouse

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 payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

	/s/ Steven Vine, Attorney-In-Fact	10/03/2025
	** 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.

FAQ

What did ZETA disclose in this Form 4?

A director acquired 1,258 Class A shares as restricted stock on 10/01/2025 as part of a quarterly retainer.

What was the recorded price for the restricted stock grant?

The grant was recorded at $19.87 per share.

What are the vesting terms for the new restricted shares at ZETA?

The award vests 25% one year from grant, and the remaining 75% in four equal quarterly installments starting on the first anniversary.

How many ZETA shares does the director own after the transaction?

Post-transaction, the director held 272,951 shares directly.

Is there any indirect ownership reported by the director?

Yes. Indirect beneficial ownership reported was 607,165 shares by spouse.

What plan governed the restricted stock grant at ZETA?

The grant was made under the 2021 Incentive Award Plan as a quarterly retainer for director services.