Form 4: Zeta Global CEO Transfers Shares to Trust for Estate Planning

Zeta Global Holdings Corp. CEO David Steinberg reported future transfers of over 1.2 million shares of Class A and Class B common stock to a trust for estate and tax planning purposes, effective August 22, 2025.

Summary

• David Steinberg, CEO, Director, and 10% Owner of Zeta Global Holdings Corp., reported transfers of Class A and Class B Common Stock.
• The transactions are scheduled to occur on August 22, 2025.
• A total of 814,182 shares of Class A Common Stock and 26,424 shares of Class A Common Stock were reported as directly transferred.
• Additionally, 397,889, 3,880, 216, and 22,438 shares of Class B Common Stock were reported as transferred.
• These transfers are designated for a trust managed by an independent trustee, established for trust, estate, and tax planning purposes.
• The trust is also intended to satisfy tax withholding obligations arising from the vesting of certain restricted stock awards.
• Following these transactions, Mr. Steinberg's indirect beneficial ownership includes shares held by ACI Investment Partners, LLC, his spouse, family trusts, IAC Investment Company IX, LLC, CAIVIS Acquisition Corp. II, and a Charitable Annuity Trust.
• Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis, with automatic conversion triggers based on voting power thresholds or Mr. Steinberg's death/disability.

Sentiment

Score: 5

Explanation: The filing reports a planned personal stock transfer by the CEO for estate and tax planning, which is a neutral event for the company's operational performance or financial health.

Positives

• The reported transfers are part of a comprehensive estate and tax planning strategy by the CEO, indicating prudent personal financial management.
• The establishment of a trust to satisfy future tax withholding obligations related to restricted stock awards provides a structured approach for managing personal tax liabilities.

Negatives

• No direct negative implications for Zeta Global Holdings Corp. are apparent from this personal transaction.

Risks

• No new company-specific risks are introduced by this personal insider transaction.

Future Outlook

The established trust will be utilized to satisfy future tax withholding obligations that may arise from the vesting of certain restricted stock awards.

Management Comments

• The transfers represent a move to a trust managed by an independent trustee, established for trust, estate, and tax planning purposes.
• The trust will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Industry Context

This filing reports a personal insider transaction by the CEO, which is not directly indicative of broader industry trends or competitive dynamics within the marketing technology sector.

Comparison to Industry Standards

• Not applicable as this filing reports a personal insider transaction, not company operational or financial results that can be benchmarked against industry standards or competitors.

Related Party Transactions

• The transfers involve trusts and entities (ACI Investment Partners, LLC, IAC Investment Company IX, LLC, CAIVIS Acquisition Corp. II) where Mr. Steinberg has a managing or majority interest, highlighting existing related-party ownership structures.

Stakeholder Impact

• Primarily impacts David Steinberg's personal wealth management and estate planning.
• No immediate direct impact on other shareholders, employees, customers, suppliers, or creditors is indicated by this personal transaction.

Next Steps

• The trust will be used to satisfy tax withholding obligations arising from the vesting of certain restricted stock awards.

Key Dates

Recommendation

The Form 4 details a personal stock transfer by CEO David Steinberg for estate and tax planning purposes. This transaction does not reflect on the operational performance or strategic direction of Zeta Global Holdings Corp. and therefore does not warrant a change in investment recommendation based solely on this filing.

Keywords

Zeta Global Holdings Corp., ZETA, David Steinberg, SEC Form 4, Insider Transaction, Stock Transfer, Estate Planning, Trust, Class A Common Stock, Class B Common Stock, CEO