Zeta Global director awarded 7,197 shares

Zeta Global Holdings Corp. director Royan William T. received an equity award of 7,197 shares of Class A Common Stock.

Rhea-AI Filing Summary

Zeta Global Holdings Corp. director Royan William T. received an equity award of 7,197 shares of Class A Common Stock. This represents a grant of restricted stock at no cash cost, increasing his direct holdings to 83,267 shares after the transaction.

The restricted stock vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028, meaning he earns the shares over time. His reported holdings include 5,230 shares acquired in a prior in-kind distribution received for no consideration under Rule 16a-9.

Insider Trade Summary

Grant/Award: 7,197 shares

Grant/Award 1 txn

Insider Royan William T.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	7,197	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 83,267 shares (Direct)

Footnotes (2)

1. F1. Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.
2. F2. Includes 5,230 shares of Class A Common Stock acquired in a distribution in-kind received by the Reporting Person for no consideration subsequent to the Reporting Person's most recent Section 16 filing, which was exempt under Rule 16a-9.

Key Figures

Restricted stock award: 7,197 shares Post-transaction holdings: 83,267 shares Award price per share: $0.0000 per share +3 more

6 metrics

Restricted stock award 7,197 shares Class A Common Stock granted as equity award

Post-transaction holdings 83,267 shares Direct Class A Common Stock after award

Award price per share $0.0000 per share Equity grant, no cash consideration

In-kind distribution shares 5,230 shares Previously received for no consideration under Rule 16a-9

First vesting date July 1, 2027 First of four equal vesting installments

Final vesting date April 1, 2028 Last of four equal vesting installments

Key Terms

restricted stock, distribution in-kind, Rule 16a-9, Section 16, +1 more

5 terms

restricted stock financial

"Represents an award of restricted stock which vests in four equal installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

distribution in-kind financial

"Includes 5,230 shares of Class A Common Stock acquired in a distribution in-kind"

Rule 16a-9 regulatory

"which was exempt under Rule 16a-9"

Section 16 regulatory

"subsequent to the Reporting Person's most recent Section 16 filing"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

beneficial ownership financial

"received by the Reporting Person for no consideration subsequent to the Reporting Person's most recent Section 16 filing"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What transaction did ZETA director Royan William T. report on this Form 4?

Royan William T. reported receiving 7,197 shares of Zeta Global Class A Common Stock as an equity award. The shares were granted at no cash cost and classified as restricted stock, adding to his existing direct ownership position in the company.

How many ZETA shares does Royan William T. own after this award?

After the restricted stock award, Royan William T. directly holds 83,267 shares of Zeta Global Class A Common Stock. This total includes both the newly granted 7,197 restricted shares and previously held shares already reported under his direct beneficial ownership.

What is the vesting schedule for the 7,197 restricted ZETA shares?

The 7,197 restricted shares vest in four equal installments over time. Vesting dates are July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028, meaning the director earns one-quarter of the award on each of these scheduled dates.

Was this ZETA Form 4 transaction an open-market stock purchase?

No, this was not an open-market purchase. The filing describes the transaction as a grant or award acquisition of 7,197 restricted shares at a price of $0.0000 per share, indicating equity compensation rather than a market trade executed at prevailing stock prices.

What are the 5,230 additional ZETA shares mentioned in the footnotes?

The footnotes explain that 5,230 shares are included in the director’s total because they were received in a distribution in-kind for no consideration. This prior distribution was exempt from reporting under Rule 16a-9 but is now reflected within his reported direct holdings.

Does this ZETA Form 4 mention any remaining derivative positions for the director?

The filing’s derivative summary is empty, indicating no derivative securities like options or warrants are reported as part of this specific Form 4. The disclosure focuses solely on the non-derivative Class A Common Stock award and resulting direct share ownership.

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

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Accepted by SEC EDGAR 07/02/2026 - 04:35 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^*

Royan William T.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		A		7,197(1)	A	$0	83,267(2)	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

Explanation of Responses:

1. Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.

2. Includes 5,230 shares of Class A Common Stock acquired in a distribution in-kind received by the Reporting Person for no consideration subsequent to the Reporting Person's most recent Section 16 filing, which was exempt under Rule 16a-9.

	/s/ Steven Vine, Attorney-In-Fact	07/02/2026
	** 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)