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Zeta Global Holdings Corporation

05/08/2026 | Press release | Distributed by Public on 05/08/2026 15:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Steinberg David
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
(Last) (First) (Middle)
3 PARK AVE, 33RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
(Street)
NEW YORK, NY 10016
4. If Amendment, Date 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
(City) (State) (Zip)
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 05/06/2026 G(1) 1,251,609 D $ 0 395,707 I By ACI Investment Partners, LLC(2)
Class A Common Stock 05/06/2026 G 768 D $ 0 512 I By Family Trusts(3)
Class A Common Stock 05/06/2026 G(1) 13,176 D $ 0 0 I By Spouse
Class A Common Stock 05/06/2026 G 285 D $ 0 67,327 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock (4) (4) (4) Class A Common Stock 8,735,636 8,735,636(5) I By ACI Investment Partners, LLC(2)
Class B Common Stock (4) (4) (4) Class A Common Stock 453,409 453,409 I By Family Trusts(3)
Class B Common Stock (4) (4) (4) Class A Common Stock 199,153 199,153 I By Charitable Annuity Trust
Class B Common Stock (4) (4) (4) Class A Common Stock 4,546,950 4,546,950 I By IAC Investment Company IX, LLC(6)
Class B Common Stock (4) (4) (4) Class A Common Stock 75,000 75,000 I By CAIVIS Acquisition Corp. II(7)
Class B Common Stock (4) (4) (4) Class A Common Stock 47,676 47,676 I By Spouse
Class B Common Stock (4) (4) (4) Class A Common Stock 9,580,602 9,580,602(5) I By ACI Investment Partners XXVII, LLC(8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Steinberg David
3 PARK AVE, 33RD FLOOR
NEW YORK, NY 10016
X X Chief Executive Officer
ACI Investment Partners, LLC
3 PARK AVENUE, 33RD FLOOR
NEW YORK, NY 10016
X

Signatures

ACI Investment Partners, LLC, /s/ David A. Steinberg, Manager 05/08/2026
**Signature of Reporting Person Date
David A. Steinberg, /s/ Steven Vine, Attorney-in-fact 05/08/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) 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.
(4) The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class.
(5) Since the date of the Reporting Person's prior Form 4, ACI transferred 9,580,602 shares of Class B Common Stock to ACI Investment Company XXVII, LLC ("XXVII") in a transaction that is exempt from reporting pursuant to Rule 16a-13 because the transfer represented a change in form of beneficial ownership without a change in the reporting person's pecuniary interest.
(6) Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the Manager of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any.
(7) Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority member.
(8) Securities held directly by XXVII. Mr. Steinberg is the Manager of XXVII. Mr. Steinberg disclaims beneficial ownership of the shares held directly by XXVII except to the extent of his pecuniary interest therein, if any.
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