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Zeta Global's Satish Ravella acquires 6,017 shares

The earned units vest in three equal annual installments, and additional units may be earned through the fourth fiscal quarter of 2027.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Zeta Global Holdings Corp. Chief Accounting Officer Satish Ravella reported conversion of 6,017 performance-based restricted stock units and acquisition of 6,017 Class A shares on October 22, 2026. The earned units vest in three equal annual installments beginning on the determination date. He also reported 905 shares withheld for taxes at $33.52 per share and a disposition to the issuer of 1,100 shares at $33.52 per share; the issuer elected to cash-settle earned PSUs vesting that day.

Insider Ravella Satish
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units F1, F4 6,017 $0.00 $0.00
Exercise Class A Common Stock F1 6,017 $0.00 $0.00
Tax Withholding Class A Common Stock F2 905 $33.52 $30K
Disposition Class A Common Stock F3 1,100 $33.52 $37K
Holdings After Transaction: Performance-Based Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 161,330 shares (Direct)
Footnotes (4)
  1. F1. On April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (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. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination.
  2. F2. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
  3. F3. Pursuant to the PSU award agreement and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.
  4. F4. 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 2027. To the extent earned, the 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, 2028.
Performance-based restricted stock units converted 6,017 units October 22, 2026
Class A shares acquired 6,017 shares October 22, 2026
Shares withheld for taxes 905 shares Upon vesting of PSUs
Reported transaction price per share $33.52 per share Withholding and issuer-disposition transactions
Shares disposed to issuer 1,100 shares October 22, 2026
Vesting schedule 3 equal annual installments Beginning on the determination date
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
"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
"Issuer elected to cash settle the earned PSUs"

FAQ

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

How many ZETA shares did Satish Ravella acquire?

Satish Ravella reported acquiring 6,017 Class A shares on October 22, 2026, in connection with earned performance-based restricted stock units. The earned units vest in three equal annual installments beginning on the determination date.

When could additional ZETA performance-based units be earned?

Additional PSUs may be earned based on the volume-weighted average closing price per share during the final 20 consecutive trading days of each fiscal quarter through and including the fourth fiscal quarter of 2027. Any unearned PSUs expire on January 1, 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
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
Class A Common Stock10/22/2026M6,017(1)A$0163,335D
Class A Common Stock10/22/2026F905(2)D$33.52162,430D
Class A Common Stock10/22/2026D1,100(3)D$33.52161,330D
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
Performance-Based Restricted Stock Units(1)10/22/2026M6,017(1) (1)(4) (1)(4)Class A Common Stock6,017(1)$00(4)D
Explanation of Responses:
1. On April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (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. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination.
2. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
3. Pursuant to the PSU award agreement and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.
4. 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 2027. To the extent earned, the 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, 2028.
/s/ Steven Vine, Attorney-In-Fact10/23/2026
** 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)

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