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

Rhea-AI Filing Summary

Zeta Global Holdings Corp. (ZETA) filed a Form 4 indicating that director Imran Khan was granted 9,907 Class A common shares on 1 July 2025. The award was made at $0 cost as restricted stock and will vest in four equal tranches on 1 July 2026, 1 October 2026, 1 January 2027 and 1 April 2027. After the grant, Mr. Khan directly holds 31,148 shares and indirectly controls 55,000 additional shares through Proem Investments Master Fund LP. No derivative securities were reported. The filing represents routine director equity compensation rather than an open-market purchase and is unlikely to have a material impact on the company’s valuation or governance.

Positive

• Director’s ownership increases, marginally strengthening alignment between board member and common shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director award; minimal governance impact.

The grant enlarges Imran Khan’s direct stake by roughly 47%, enhancing alignment with shareholders, yet the absolute size—under $100k at recent prices—is immaterial to ownership concentration. The four-step vesting schedule incentivises continued board service through early 2027. No red flags such as unusual pricing, accelerated vesting, or derivative structures are present. Overall, this is a standard refresh of board equity compensation and does not alter control dynamics or insider sentiment.

Portfolio Manager

TL;DR: Neutral for valuation; signals ongoing board engagement.

The transaction is a non-cash equity grant, not a market purchase, so it provides limited insight into insiders’ valuation views. The added shares represent less than 0.05% of ZETA’s float and therefore carry negligible dilution. For investors, the takeaway is continued board stability rather than a catalyst for price movement.

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
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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^*

Khan Imran

(Last) (First) (Middle)

C/O ZETA GLOBAL HOLDINGS CORP.

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK NY 10016

(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)
07/01/2025

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	07/01/2025		A		9,907(1)	A	$0	31,148	D
Class A Common Stock								55,000	I	By Proem Investments Master Fund LP(2)

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, 2026, October 1, 2026, January 1, 2027 and April 1, 2027.

2. The reporting person is the managing member of the Investment Manager of Proem Investments Master Fund LP and, as such, may be deemed to share beneficial ownership of these securities. The reporting person disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Steven Vine, Attorney-In-Fact	07/03/2025
	** 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

How many ZETA shares did Imran Khan acquire?

He received 9,907 restricted Class A shares.

When did the reported transaction occur?

The grant date was July 1, 2025.

What is the vesting schedule for the restricted stock?

Shares vest in four equal installments on Jul 1 2026, Oct 1 2026, Jan 1 2027, Apr 1 2027.

How many shares does Imran Khan own after this filing?

He directly owns 31,148 shares and indirectly controls 55,000 additional shares.

Were any derivative securities involved in the transaction?

No; the Form 4 reports only non-derivative restricted stock.