Form 4: Zeta Global CEO Transfers Shares for Estate Planning
Insider Transaction Report
Zeta Global Holdings Corp. CEO David Steinberg reported transfers of Class A and Class B common stock to various trusts and a spouse for estate and tax planning purposes.
Summary
- David Steinberg, Chief Executive Officer, Director, and 10% Owner of Zeta Global Holdings Corp. (ZETA), filed a Form 4 reporting changes in beneficial ownership.
- Transactions occurred on December 11, 2025, and December 12, 2025.
- A total of 683,367 shares of Class A Common Stock were disposed of indirectly by ACI Investment Partners, LLC on December 12, 2025, at a price of $0 per share (transaction code G).
- An additional 2,304 shares of Class A Common Stock were disposed of indirectly by ACI Investment Partners, LLC on December 11, 2025, at a price of $0 per share (transaction code G).
- 1,280 shares of Class A Common Stock were acquired indirectly by Family Trusts on December 11, 2025, at a price of $0 per share (transaction code G).
- 13,212 shares of Class A Common Stock were disposed of indirectly by Spouse on December 12, 2025, at a price of $0 per share (transaction code G).
- 8,455 shares of Class B Common Stock were disposed of indirectly by ACI Investment Partners, LLC on December 11, 2025, at a price of $0 per share (transaction code G).
- 8,455 shares of Class B Common Stock were disposed of indirectly by Family Trusts on December 11, 2025, at a price of $0 per share (transaction code G).
- 32,222 shares of Class B Common Stock were disposed of indirectly by Charitable Annuity Trust on December 11, 2025, at a price of $0 per share (transaction code G).
- The transfers were primarily to trusts managed by an independent trustee for trust, estate, and tax planning purposes, and to satisfy tax withholding obligations from restricted stock awards.
- An additional 67,612 shares of Class A Common Stock are directly owned, including stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions related to estate and tax planning, which are neutral in terms of company performance or outlook. It does not contain information that would significantly alter the perception of the company's financial health or strategic direction.
Positives
- The reporting of an Employee Stock Purchase Plan (ESPP) purchase indicates employee participation in company ownership.
- The transparency of these transactions provides clarity on the CEO's personal holdings and estate planning.
Risks
- The concentration of voting power through Class B common stock, primarily held by Mr. Steinberg and entities he controls, means that a significant portion of the company's control rests with a single individual, which could impact corporate governance decisions.
Future Outlook
No forward-looking statements or guidance are provided in this filing.
Management Comments
- Transfers were made to a trust managed by an independent trustee established for trust, estate, and tax planning purposes, and to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.
Industry Context
This filing is a routine insider transaction report, primarily detailing personal asset management by the CEO. It does not provide information directly related to broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stock Class Conversion Terms | 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. It will automatically convert into Class A common stock on a one-to-one basis upon the earliest of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock represents less than 10% of the combined voting power of all then-outstanding shares of Common Stock, (2) the date of the death or Disability of Mr. Steinberg, or (3) 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. | N/A | These terms reinforce the significant voting control held by Mr. Steinberg through his Class B shares, which will eventually convert to Class A under specified conditions, potentially altering the voting landscape in the future. |
Related Party Transactions
- Transfers of shares were made to Family Trusts where Mr. Steinberg is a co-trustee, and to his Spouse.
- Indirect beneficial ownership is reported through ACI Investment Partners, LLC, IAC Investment Company IX, LLC, and CAIVIS Acquisition Corp. II, all of which Mr. Steinberg is a managing member or majority shareholder of, indicating related party structures.
Stakeholder Impact
- Shareholders: Provides transparency regarding the CEO's personal stock holdings and estate planning activities, which are generally considered routine and do not directly impact company operations or value.
- Employees: The inclusion of stock purchased under an Employee Stock Purchase Plan (ESPP) indicates a mechanism for employee ownership and participation.
Key Dates
| Date | Description |
|---|---|
| 12/11/2025 | Earliest transaction date for various stock transfers, including Class A and Class B common stock. |
| 12/12/2025 | Transaction date for additional stock transfers of Class A common stock. |
Keywords
Zeta Global, ZETA, SEC Form 4, Insider Transaction, David Steinberg, Beneficial Ownership, Stock Transfer, Estate Planning, Tax Planning, Class A Common Stock, Class B Common Stock
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