David Steinberg - Feb 12, 2025 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member
Stock symbol: ZETA
Transactions as of: Feb 12, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/14/2025, 04:45 PM
Previous filing: Dec 13, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZETA	Class A Common Stock	Options Exercise	$0	+2.55M	+101.19%	$0.00	5.08M	Feb 12, 2025	By ACI Investment Partners, LLC	F1, F2
holding	ZETA	Class A Common Stock						52.8K	Feb 12, 2025	By Spouse
holding	ZETA	Class A Common Stock						66.1K	Feb 12, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZETA	Performance-Based Restricted Stock Units	Options Exercise	$0	-1.34M	-100%	$0.00	0	Feb 12, 2025	Class A Common Stock	1.34M		By ACI Investment Partners, LLC	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 3, 2024, the reporting person was granted an award of performance-based restricted stock units (the "PSUs"), which are 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 February 12, 2025, the Issuer determined that the performance conditions exceeded the target level with respect to the 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 Company through each applicable vesting date.
F2	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.
F3	Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.