Zeta Global CEO-managed ACI acquires 394,387 shares
The awards have different vesting schedules: the 2024 PSUs vest in quarterly installments, while the 2022 and 2023 PSUs vest in annual installments, subject to continued service.
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Form Type
4
Rhea-AI Filing Summary
Zeta Global Holdings Corp. (ZETA) reported that ACI Investment Partners, LLC acquired 394,387 Class A shares on October 22, 2026, as performance-based restricted stock units were earned. ACI is managed by David Steinberg, the company's chief executive officer, director and ten-percent owner; he disclaims beneficial ownership of ACI-held shares except to the extent of any pecuniary interest.
Performance conditions were met at the maximum level for the 2024 PSUs and exceeded prior earned levels for the 2022 and 2023 PSUs. ACI had 51,730 shares withheld for taxes and returned 79,731 shares to the issuer, which elected cash settlement; both entries report $33.52 per share. The 2024 PSUs vest 33.33% on determination, then in equal installments every three months; the 2022 and 2023 PSUs vest in three equal annual installments, subject to continued service. Listed holdings include 68,023 directly held shares, including ESPP shares not previously reported, and 512 shares held by family trusts; Steinberg is a co-trustee and may be deemed to share beneficial ownership to the extent of any pecuniary interest.
Insider Trade Summary
394,387 shares exercised/converted
Exercise
8 txns
Insider
Steinberg David, ACI Investment Partners, LLC
Role
Chief Executive Officer | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units F8, F2, F9, F3 | 202,000 | $0.00 | $0.00 |
| Exercise | Performance-Based Restricted Stock Units F8, F2, F9, F3 | 59,426 | $0.00 | $0.00 |
| Exercise | Performance-Based Restricted Stock Units F8, F1, F10, F3 | 132,961 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1, F2, F3 | 394,387 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F4, F3 | 51,730 | $33.52 | $1.73M |
| Disposition | Class A Common Stock F5, F3 | 79,731 | $33.52 | $2.67M |
| holding | Class A Common Stock F6 | -- | -- | -- |
| holding | Class A Common Stock F7 | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 0 contracts (Indirect, By ACI Investment Partners, LLC);
Class A Common Stock — 658,633 shares (Indirect, By ACI Investment Partners, LLC);
Class A Common Stock — 512 shares (Indirect, By Family Trusts);
Class A Common Stock — 68,023 shares (Direct)
Footnotes (10)
- F1. On April 3, 2024, the reporting person was granted an award of performance-based restricted stock units (the "2024 PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. Any unearned portion of the PSUs will expire on January 1, 2029. On October 22, 2026, the Issuer determined that the performance conditions were met at the maximum level with respect to the 2024 PSUs, resulting in these securities being earned, with 33.33% of such securities vesting on such date of determination and the remainder vesting in equal installments every three months thereafter, subject to the reporting person's continued service with the Issuer through each applicable vesting date.
- F2. On each of February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2022 PSUs" and the "2023 PSUs" and, collectively with the 2024 PSUs, the "PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination, subject to the reporting person's continued service with the Issuer through each applicable vesting date.
- F3. Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the manager of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
- F4. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
- F5. Pursuant to the PSU award agreements and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.
- F6. Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any.
- F7. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
- F8. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F9. Additional PSUs may be earned based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs. To the extent earned, the 2022 PSUs and 2023 PSUs vest in three equal annual installments, with the first installment vesting on the date the Issuer determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Issuer through each applicable vesting date. Any unearnd PSUs will expire on January 1 of the fifth year following the grant date.
- F10. As the performance conditions were met at the maximum level with respect to the 2024 PSUs, no additional 2024 PSUs may be earned.
Key Figures
Class A common shares acquired: 394,387 shares
Shares withheld for taxes: 51,730 shares
Shares returned to issuer: 79,731 shares
+4 more
7 metrics
Class A common shares acquired
394,387 shares
October 22, 2026
Shares withheld for taxes
51,730 shares
Upon PSU vesting on October 22, 2026
Shares returned to issuer
79,731 shares
October 22, 2026; issuer elected cash settlement of earned PSUs
Reported per-share price
$33.52 per share
Tax withholding and disposition to the issuer on October 22, 2026
2024 PSU vesting on determination date
33.33%
Remainder vests in equal installments every three months
Direct Class A common stock holdings
68,023 shares
Listed holdings; includes ESPP shares not previously reported
Family trust Class A common stock holdings
512 shares
Listed holdings
Key Terms
Performance-Based Restricted Stock Units, volume-weighted average closing price, cash settle, Employee Stock Purchase Plan
4 terms
Performance-Based Restricted Stock Units financial
"award of performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
volume-weighted average closing price financial
"based on the volume-weighted average closing price per share"
The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.
cash settle financial
"elected to cash settle the earned PSUs"
Employee Stock Purchase Plan financial
"stock purchased under an Employee Stock Purchase Plan (ESPP)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do the 2024, 2022 and 2023 ZETA PSUs vest?
The 2024 PSUs vest 33.33% on the determination date, with the remainder in equal installments every three months. The 2022 and 2023 PSUs vest in three equal annual installments. Each schedule is subject to continued service through the applicable vesting dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
