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Niehaus gifts Zeta Global (NYSE: ZETA) shares to charity foundation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zeta Global Holdings Corp. director Robert H. Niehaus reported non-market transfers of ZETA common stock. On May 7, 2026, he made two bona fide gifts totaling 120,000 shares of common stock, with no payment of consideration received.

One 60,000-share gift is reported as indirectly held "By The Robert and Kate Niehaus Foundation," a 501(c)(3) charity on whose management board he serves. The other 60,000-share gift came from his direct holdings, leaving 604,575 directly held shares after the transaction. A prior November 12, 2025 restructuring transaction moved 346,110 shares in connection with a pro rata distribution by Greenhill Capital Partners III, L.P. for no consideration.

Positive

  • None.

Negative

  • None.
Insider NIEHAUS ROBERT H
Role null
Type Security Shares Price Value
Gift Common stock 60,000 $0.00 --
Gift Common stock 60,000 $0.00 --
Other Common stock 346,110 $0.00 --
Holdings After Transaction: Common stock — 604,575 shares (Direct, null); Common stock — 60,000 shares (Indirect, By The Robert and Kate Niehaus Foundation)
Footnotes (1)
  1. Greenhill Capital Partners III, L.P. ("GCP III") distributed these shares to its partners on a pro rata basis for no consideration. The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person. The Robert and Kate Niehaus Foundation is a 501(c)(3) foundation and the reporting person is on the management board of the charity.
Total shares gifted 120,000 shares Bona fide gifts of common stock on May 7, 2026
Individual gift size 60,000 shares Each of two gift transactions on May 7, 2026
Direct holdings after gifts 604,575 shares Common stock held directly following May 7, 2026 gifts
Indirect foundation holdings 60,000 shares Held by The Robert and Kate Niehaus Foundation after gift
Restructuring transaction size 346,110 shares Other acquisition or disposition on November 12, 2025
bona fide gift financial
"The reported transaction involved a transfer of securities by gift for which no payment of consideration was received"
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.
Other acquisition or disposition financial
"transaction_code_description": "Other acquisition or disposition""
pro rata basis financial
"Greenhill Capital Partners III, L.P. distributed these shares to its partners on a pro rata basis"
A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.
501(c)(3) foundation financial
"The Robert and Kate Niehaus Foundation is a 501(c)(3) foundation and the reporting person is on the management board"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock11/12/2025J(1)346,110A$0664,575D
Common stock05/07/2026G(2)60,000D$0604,575(2)D
Common stock05/07/2026G(2)60,000A$060,000IBy The Robert and Kate Niehaus Foundation(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Greenhill Capital Partners III, L.P. ("GCP III") distributed these shares to its partners on a pro rata basis for no consideration.
2. The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person.
3. The Robert and Kate Niehaus Foundation is a 501(c)(3) foundation and the reporting person is on the management board of the charity.
/s/ Robert H. Niehaus05/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Robert H. Niehaus report for Zeta Global (ZETA)?

Robert H. Niehaus reported non-market transfers of Zeta Global common stock. On May 7, 2026, he made two bona fide gifts totaling 120,000 shares, and a prior November 12, 2025 restructuring transaction involving 346,110 shares was also disclosed.

How many Zeta Global (ZETA) shares did Robert H. Niehaus gift?

He gifted a total of 120,000 Zeta Global common shares. The Form 4 shows two separate bona fide gifts of 60,000 shares each on May 7, 2026, both executed at zero price, indicating transfers without any consideration received.

What Zeta Global (ZETA) holdings does Robert H. Niehaus report after these gifts?

After the May 7, 2026 gifts, Robert H. Niehaus reports 604,575 Zeta Global common shares held directly. In addition, 60,000 shares are reported as indirectly held by The Robert and Kate Niehaus Foundation, reflecting his charitable-related holdings.

Who received part of Robert H. Niehaus’s Zeta Global (ZETA) share gifts?

One 60,000-share gift is attributed to The Robert and Kate Niehaus Foundation. The foundation is a 501(c)(3) charity, and Niehaus serves on its management board, indicating a charitable destination for a portion of the transferred shares.

What was the nature of the earlier 346,110-share Zeta Global (ZETA) transaction?

The 346,110-share transaction on November 12, 2025 is coded as an “Other acquisition or disposition.” Footnotes explain Greenhill Capital Partners III, L.P. distributed these shares to its partners on a pro rata basis for no consideration, indicating an internal restructuring move.

Did Robert H. Niehaus receive any payment for his Zeta Global (ZETA) share transfers?

The disclosed transactions indicate no payment was received. The gifts are reported as bona fide gifts at a zero share price, and the restructuring distribution from Greenhill Capital Partners III, L.P. to partners was explicitly described as occurring for no consideration.