[Form 4] Zeta Global Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Zeta Global Holdings Corp. (ZETA) – Form 4 insider transaction

On July 1, 2025, director William Landman reported two acquisitions of the company’s Class A common stock, both structured as equity compensation grants rather than open-market purchases.

• Restricted-stock award: 9,907 shares granted at a deemed price of $0.00. The award vests in four equal installments on 7/1/2026, 10/1/2026, 1/1/2027 and 4/1/2027.
• Quarterly director retainer: 1,614 restricted shares valued at $15.49 per share, issued under the 2021 Incentive Award Plan. Vesting: 25 % one year after grant; remaining 75 % in four equal quarterly installments beginning on the first anniversary.

Following these grants, direct beneficial ownership increases to 271,693 shares. In addition, Mr. Landman indirectly owns 607,165 shares through his spouse, bringing his total reported beneficial stake to roughly 878,858 shares.

The filing does not disclose any derivative security activity, sales, or open-market purchases. Given the modest size of the awards relative to ZETA’s ~207 million outstanding shares (per last 10-Q), dilution is immaterial. The grants mainly reflect routine director compensation and ongoing equity alignment rather than a signal of insider conviction.

Positive

• Director’s direct holdings increase by 11,521 shares, reinforcing long-term alignment with shareholders.
• Vesting schedules extend to 2027, promoting board continuity and long-term oversight.

Negative

• Insider purchases are compensation-driven, not discretionary, limiting their signaling strength.
• Additional share issuance, albeit minimal, is dilutive to existing shareholders (<0.01 % of shares outstanding).

Insights

Equity Compensation Analyst

TL;DR: Routine director stock grants; minimal dilution; neutral valuation impact.

These Form 4 entries document standard non-derivative equity awards. The zero-cost grant (9,907 shares) and the retainer-based grant (1,614 shares at fair value) collectively raise Mr. Landman’s direct stake by 4.4 %. Vesting schedules extend through April 2027, promoting long-term board alignment. However, because the shares are compensation-linked rather than discretionary purchases, the market typically assigns limited signaling value. Aggregate dilution is less than 0.01 % of shares outstanding, so EPS impact is negligible. Overall, the disclosure is governance-routine and does not materially alter ZETA’s risk-return profile.

Corporate Governance Specialist

TL;DR: Grants strengthen director alignment but carry standard restrictions; no red flags.

The equity awards follow Zeta’s 2021 Incentive Plan, consistent with peer practices. Staggered vesting encourages board continuity and discourages short-termism. Indirect ownership via spouse (607k shares) indicates a sizeable pre-existing exposure, mitigating agency risk. No sales were reported, so there is no immediate liquidity event. From a governance lens, the filing is positive for alignment yet immaterial for shareholders’ near-term valuation.

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^*

LANDMAN WILLIAM

(Last) (First) (Middle)

308 E. LANCASTER AVENUE, SUITE 300

(Street)

WYNNEWOOD PA 19096

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/01/2025		A		9,907(1)	A	$0	270,079	D
Class A Common Stock	07/01/2025		A		1,614(2)	A	$15.49	271,693	D
Class A Common Stock								607,165	I	By Spouse

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, 2026, October 1, 2026, January 1, 2027 and April 1, 2027.

2. Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

	/s/ Steven Vine, Attorney-In-Fact	07/03/2025
	** 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.
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FAQ

How many ZETA shares did director William Landman acquire on July 1, 2025?

He received 11,521 restricted shares in two separate grants.

What is the vesting schedule for the 9,907-share award to William Landman?

The shares vest in four equal tranches on 7/1/2026, 10/1/2026, 1/1/2027 and 4/1/2027.

What is William Landman’s total beneficial ownership in Zeta Global after the reported transactions?

Direct ownership is 271,693 shares; indirect ownership via spouse adds 607,165 shares, totaling roughly 878,858 shares.

Do the reported transactions involve open-market purchases of ZETA stock?

No. Both entries reflect restricted-stock grants issued as compensation, not open-market buys.

Will these grants materially dilute existing ZETA shareholders?

Dilution is immaterial (<0.01 %) relative to the company’s total outstanding shares.