Exercise4

Zeta Global Holdings Corp.

Total Value

$4.4M

Filing Date

Oct 23, 2026

1 transactions

Trade Summary

On Oct 22, 2026, Steinberg David, Insider, reported $4.4M of Zeta Global Holdings Corp. (ZETA) across 1 transactions. The filing covers Class A Common Stock and reflects balanced net activity of $0. Reported prices ranged from $33.52. Insider transactions are sourced from SEC Form 4 disclosures and should be reviewed alongside company fundamentals and the insider's broader trading history.

Insider Information

Name: Steinberg David
Role: Insider
Location: NEW YORK, NY

Filing Details

Filing Date: Oct 23, 2026
Transaction Date: Oct 22, 2026
Accession Number: 0001193125-26-430605
Form Type: 4

Non-Derivative Transactions

Date	Security	Shares	Price	Type	Value
Oct 22, 2026	Class A Common Stock	394,387	—	Exercise	—
Oct 22, 2026	Class A Common Stock	51,730	$33.52	Tax Withholding	$1.7M
Oct 22, 2026	Class A Common Stock	79,731	$33.52	Disposition	$2.7M

Derivative Transactions

Date	Security	Shares	Exercise Price	Type	Value
Oct 22, 2026	ZETA derivative	202,000	—	Exercise	—
Oct 22, 2026	ZETA derivative	59,426	—	Exercise	—
Oct 22, 2026	ZETA derivative	132,961	—	Exercise	—

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Footnotes

(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.

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^*

Steinberg David

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/22/2026		M		394,387⁽¹⁾⁽²⁾	A	$0	790,094	I	By ACI Investment Partners, LLC⁽³⁾
Class A Common Stock	10/22/2026		F		51,730⁽⁴⁾	D	$33.52	738,364	I	By ACI Investment Partners, LLC⁽³⁾
Class A Common Stock	10/22/2026		D		79,731⁽⁵⁾	D	$33.52	658,633	I	By ACI Investment Partners, LLC⁽³⁾
Class A Common Stock								512	I	By Family Trusts⁽⁶⁾
Class A Common Stock								68,023⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽⁸⁾	10/22/2026		M			202,000⁽²⁾	⁽²⁾⁽⁹⁾	⁽⁹⁾	Class A Common Stock	202,000⁽²⁾	$0	0⁽⁹⁾	I	By ACI Investment Partners, LLC⁽³⁾
Performance-Based Restricted Stock Units	⁽⁸⁾	10/22/2026		M			59,426⁽²⁾	⁽²⁾⁽⁹⁾	⁽⁹⁾	Class A Common Stock	59,426⁽²⁾	$0	0⁽⁹⁾	I	By ACI Investment Partners, LLC⁽³⁾
Performance-Based Restricted Stock Units	⁽⁸⁾	10/22/2026		M			132,961⁽¹⁾	⁽¹⁾⁽¹⁰⁾	⁽¹⁾⁽¹⁰⁾	Class A Common Stock	132,961⁽¹⁾	$0	0⁽¹⁰⁾	I	By ACI Investment Partners, LLC⁽³⁾

1. Name and Address of Reporting Person^*

Steinberg David

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACI Investment Partners, LLC

(Last)

(First)

(Middle)

3 PARK AVENUE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.

5. 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.

6. 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.

7. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

8. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

9. 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.

10. As the performance conditions were met at the maximum level with respect to the 2024 PSUs, no additional 2024 PSUs may be earned.

	ACI Investment Partners, LLC, /s/ David A. Steinberg, Manager	10/23/2026
	David A. Steinberg, /s/ Steven Vine, Attorney-in-fact	10/23/2026
	** 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 as rendered by the SEC from accession 0001193125-26-430605.

Zeta Global Holdings Corp.

Trade Summary

Company Information

Insider Information

Filing Details

Non-Derivative Transactions

Derivative Transactions

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Footnotes

SEC Form 4

SEC Filing

SEC Form 4