Zeta Global (ZETA) director updates holdings after 14,028-share forfeiture

Rhea-AI Filing Summary

Zeta Global Holdings Corp. director affiliated with Proem Investments reported an insider equity change. On 12/17/2025, the reporting person disposed of 14,028 shares of Class A common stock back to the company at $0 per share, reflecting the forfeiture of unvested restricted stock. Following this transaction, the insider beneficially owns 17,120 Class A shares directly and 55,000 Class A shares indirectly through Proem Investments Master Fund LP.

The insider serves as Chief Investment Officer of Proem Advisors LLC, the investment manager of Proem Investments Master Fund LP, and may be deemed to share beneficial ownership of the fund’s shares but disclaims beneficial ownership beyond his pecuniary interest. The filing also notes he will no longer participate in Zeta Global’s compensation program for non-employee directors.

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)
12/17/2025

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	12/17/2025		D		14,028(1)	D	$0	17,120	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 a disposition to the issuer of unvested restricted stock for no value. The reporting person is the Chief Investment Officer of Proem Advisors LLC, the Investment Manager of Proem Investments Master Fund LP. Pursuant to guidelines adopted by Proem Advisors LLC, the reporting person will no longer participate in the issuer's compensation program for non-employee directors.

2. The reporting person is the Chief Investment Officer 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	12/19/2025
	** 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.
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FAQ

What insider transaction did Zeta Global (ZETA) report in this Form 4?

The filing reports a director’s disposition of 14,028 shares of Zeta Global Class A common stock back to the issuer at $0 per share, representing unvested restricted stock that was cancelled.

How many Zeta Global (ZETA) shares does the insider own after this transaction?

After the reported transaction, the insider beneficially owns 17,120 Class A shares directly and 55,000 Class A shares indirectly through Proem Investments Master Fund LP.

What is the relationship between the reporting person and Zeta Global (ZETA)?

The reporting person is a director of Zeta Global Holdings Corp. and also serves as Chief Investment Officer of Proem Advisors LLC, the investment manager of Proem Investments Master Fund LP.

Why were the 14,028 Zeta Global (ZETA) shares disposed of for no value?

According to the explanation, the 14,028 shares represent a disposition to the issuer of unvested restricted stock for no value, meaning the awards were forfeited rather than sold for cash.

What change was disclosed about the director’s compensation at Zeta Global (ZETA)?

The filing states that, under guidelines adopted by Proem Advisors LLC, the reporting person will no longer participate in Zeta Global’s compensation program for non-employee directors.

How does the insider describe beneficial ownership of Zeta Global (ZETA) shares held by Proem Investments Master Fund LP?

The insider may be deemed to share beneficial ownership of the 55,000 shares held by Proem Investments Master Fund LP due to his role, but he disclaims beneficial ownership except to the extent of his pecuniary interest.