Form 4: Zeta Global Director Imran Khan Disposes Unvested Stock

Zeta Global Holdings Corp. Director Imran Khan disposed of 14,028 shares of unvested restricted Class A Common Stock for no value, ceasing participation in the non-employee director compensation program.

Summary

• Imran Khan, a Director of Zeta Global Holdings Corp. (ZETA), disposed of 14,028 shares of Class A Common Stock on December 17, 2025.
• The disposition involved unvested restricted stock and was made to the issuer for no value.
• This transaction is a result of Khan no longer participating in the issuer's compensation program for non-employee directors, pursuant to guidelines adopted by Proem Advisors LLC, where he serves as Chief Investment Officer.
• Following the transaction, Khan directly beneficially owns 17,120 shares of Class A Common Stock and indirectly owns 55,000 shares through Proem Investments Master Fund LP.

Sentiment

Score: 5

Explanation: The transaction is neutral as it's a procedural disposition of unvested stock due to a change in compensation policy, not a sale for value or a sign of lack of confidence. It's an expected outcome of a policy change.

Positives

• The disposition of unvested restricted stock for no value indicates a clear separation from the company's non-employee director compensation program, potentially simplifying future compensation structures.

Negatives

• A director disposing of shares, even unvested, could be perceived negatively by some investors, though the explanation clarifies it's due to a change in compensation policy rather than a lack of confidence.
• The reduction in direct beneficial ownership by 14,028 shares.

Risks

• Potential misinterpretation by the market regarding the director's commitment or outlook on the company, despite the stated reason for the disposition.

Future Outlook

The filing indicates a change in the compensation structure for non-employee directors, specifically for Imran Khan, suggesting a potential shift in how certain directors are compensated moving forward, though no broader guidance is provided.

Management Comments

• Pursuant to guidelines adopted by Proem Advisors LLC, the reporting person will no longer participate in the issuer's compensation program for non-employee directors.
• The reporting person disclaims any such beneficial ownership [indirect shares] except to the extent of his pecuniary interest therein.

Industry Context

This transaction is a routine insider filing (Form 4) detailing changes in beneficial ownership. Such filings are common across all industries and provide transparency into insider holdings and transactions. The specific reason for the disposition (change in compensation program) is internal to Zeta Global and Proem Advisors LLC, rather than reflecting broader industry trends.

Management Changes

Stakeholder Impact

• Shareholders: May see a slight change in director's direct ownership, but the overall impact is minimal given the reason for the disposition. Transparency is maintained through the filing.
• Management/Board: Reflects an internal policy change regarding director compensation, specifically for non-employee directors associated with investment managers.

Key Dates

Recommendation

The filing details a routine insider transaction where a director disposed of unvested restricted stock for no value due to a change in their compensation program. This is a procedural event and does not reflect a change in the company's fundamentals or the director's confidence in the company. Therefore, it provides no new information to warrant a change in investment thesis, suggesting a 'hold' recommendation.

Keywords

Zeta Global Holdings Corp., ZETA, Imran Khan, Form 4, Insider Transaction, Stock Disposition, Restricted Stock, Director Compensation, Beneficial Ownership