Zeta Global CAO exercises options and gifts shares

Zeta Global Holdings Corp. officer Satish Ravella, Chief Accounting Officer, reported several equity transactions.

Rhea-AI Filing Summary

Zeta Global Holdings Corp. officer Satish Ravella, Chief Accounting Officer, reported several equity transactions. On 2026-08-12, Ravella exercised 6,250 options for Class A Common Stock at an exercise price of $12.56 per share, leaving 68,750 options outstanding under that award, and had 4,329 shares of Class A Common Stock withheld at $28.55 per share to cover option exercise costs and withholding taxes. On 2026-08-14, Ravella made a bona fide gift of 25,848 Class A shares to a trust managed by an independent trustee, established for trust, estate and tax planning purposes and to satisfy future tax withholding obligations from vesting restricted stock awards.

Insider Trade Summary

6,250 shares exercised/converted

Exercise 4 txns

Insider Ravella Satish

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Gift	Class A Common Stock F2	25,848	$0.00	$0.00
Exercise	Employee Stock Option (Right to Buy) F3	6,250	$0.00	$0.00
Exercise	Class A Common Stock	6,250	$12.56	$79K
Tax Withholding	Class A Common Stock F1	4,329	$28.55	$124K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 68,750 contracts (Direct); Class A Common Stock — 157,318 shares (Direct)

Footnotes (3)

1. F1. Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.
2. F2. Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.
3. F3. The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

Key Figures

Gifted shares: 25,848 Class A Common Stock shares Options exercised: 6,250 Employee Stock Options Option exercise price: $12.56 per share +4 more

7 metrics

Gifted shares 25,848 Class A Common Stock shares Bona fide gift to an independent trustee-managed trust on 2026-08-14

Options exercised 6,250 Employee Stock Options Exercised into Class A Common Stock on 2026-08-12

Option exercise price $12.56 per share Exercise price for 6,250 Employee Stock Options

Options remaining 68,750 options Employee Stock Options outstanding after exercise, expiring 2035-04-24

Shares withheld for taxes 4,329 Class A shares Withheld at $28.55 per share for option costs and withholding taxes

Withholding valuation $28.55 per share Value used for shares withheld to cover exercise costs and taxes

Option expiration date 2035-04-24 Expiration for the Employee Stock Option award

Key Terms

bona fide gift, Employee Stock Option (Right to Buy), withholding taxes, independent trustee

4 terms

bona fide gift financial

"Transaction code G is described as a bona fide gift of shares"

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.

Employee Stock Option (Right to Buy) financial

"Security title listed as Employee Stock Option (Right to Buy)"

withholding taxes financial

"Withholding of shares in satisfaction of option exercise costs and withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

independent trustee financial

"Transfer to a trust managed by an independent trustee for planning purposes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ZETA’s Chief Accounting Officer report on this Form 4?

Satish Ravella reported exercising 6,250 stock options, with related share withholding for taxes and costs, and a bona fide gift of 25,848 Class A shares to a planning-related trust managed by an independent trustee.

How many ZETA stock options did Satish Ravella exercise and at what price?

Satish Ravella exercised 6,250 Employee Stock Options for Class A Common Stock at an exercise price of $12.56 per share. Following this transaction, 68,750 options remained outstanding under the same option award, expiring on April 24, 2035.

What is the size and purpose of the ZETA share gift reported by Satish Ravella?

Ravella transferred 25,848 Class A shares as a bona fide gift to a trust managed by an independent trustee. The trust is for trust, estate and tax planning and to satisfy tax withholding obligations from vesting restricted stock awards.

How many ZETA shares were withheld to cover option exercise costs and taxes?

In connection with the option exercise, 4,329 Class A shares were withheld at a value of $28.55 per share. The footnote states this withholding covered option exercise costs and related withholding taxes on the exercised employee stock options.

What ZETA equity position remains from the option award after the reported exercise?

After exercising a portion of the award, 68,750 Employee Stock Options for Zeta Global Class A Common Stock remain outstanding. These options carry an exercise price of $12.56 per share and have an expiration date of April 24, 2035.

Were the ZETA transactions reported by Satish Ravella under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not checked, and the footnotes do not reference any trading plan. Based on this disclosure, the reported transactions are not indicated as being executed pursuant to a Rule 10b5-1 plan.

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Available on EDGAR 08/14/2026 - 05:04 PM Accepted by SEC EDGAR 08/14/2026 - 05:04 PM Learn about SEC filing dates

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
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^*

Ravella Satish

(Last) (First) (Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK NEW YORK 10016

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/12/2026		M		6,250	A	$12.56	187,495	D
Class A Common Stock	08/12/2026		F(1)		4,329	D	$28.55	183,166	D
Class A Common Stock	08/14/2026		G(2)		25,848	D	$0	157,318	D

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
Employee Stock Option (Right to Buy)	$12.56	08/12/2026		M			6,250	(3)	04/24/2035	Class A Common Stock	6,250	$0	68,750	D

Explanation of Responses:

1. Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.

2. Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

3. The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

	/s/ Steven Vine, Attorney-In-Fact	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)