Form 4: Zeta Global Director Imran Khan Receives Significant Restricted Stock Award

Zeta Global Holdings Corp. Director Imran Khan was granted 9,907 shares of Class A Common Stock as a restricted stock award, vesting over four installments through April 2027.

Summary

• Imran Khan, a Director of Zeta Global Holdings Corp. (ZETA), acquired 9,907 shares of Class A Common Stock.
• This acquisition was a restricted stock award with a transaction price of $0, indicating it was a grant.
• The award vests in four equal installments on July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027.
• Following this transaction, Imran Khan directly beneficially owns 31,148 shares of Class A Common Stock.
• Additionally, he indirectly beneficially owns 55,000 shares through Proem Investments Master Fund LP, where he is the managing member of the Investment Manager, though he disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The grant of restricted stock to a director is generally a positive sign, indicating alignment of interests and long-term commitment, though it's a routine compensation event rather than a major strategic announcement.

Positives

• The grant of restricted stock to a director aligns management's interests with long-term shareholder value.
• The multi-year vesting schedule encourages continued commitment and performance from the director through April 2027.

Future Outlook

The vesting schedule for the restricted stock award indicates a future commitment of the director to the company's performance through April 2027.

Management Comments

• The reporting person disclaims any beneficial ownership of shares held by Proem Investments Master Fund LP except to the extent of his pecuniary interest therein.

Industry Context

Restricted stock awards are a common form of equity compensation in the technology and marketing services industry, used to attract, retain, and incentivize key executives and directors by aligning their interests with long-term shareholder value. This grant to a director of Zeta Global Holdings Corp., a company in the customer engagement and marketing technology sector, is consistent with typical compensation practices aimed at fostering long-term commitment.

Comparison to Industry Standards

• The use of restricted stock awards (RSAs) is a standard practice for executive and director compensation across the technology and software industry, including companies like Salesforce, Adobe, and HubSpot, which frequently use RSAs to incentivize long-term performance and retention.
• The vesting schedule, typically over three to five years, is also common, ensuring that the recipient's interests remain aligned with the company's sustained growth and profitability.
• The grant of 9,907 shares to a director is within the typical range for non-employee director equity compensation, often varying based on company size, market capitalization, and the director's specific responsibilities.

Related Party Transactions

• Imran Khan, as the managing member of the Investment Manager of Proem Investments Master Fund LP, has an indirect beneficial ownership of 55,000 shares, which is disclosed as a related party interest.

Stakeholder Impact

• Shareholders: The grant of restricted stock to a director aligns the director's long-term interests with shareholder value, potentially fostering better governance and strategic decisions.
• Management/Employees: This type of equity compensation serves as a model for incentivizing key personnel, reinforcing a performance-based culture.

Next Steps

• Future Form 4 filings will be required for any subsequent transactions by Imran Khan involving Zeta Global Holdings Corp. securities.
• The restricted stock award will vest in four equal installments on July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027.

Key Dates

Keywords

Zeta Global Holdings Corp., ZETA, Imran Khan, Director, Restricted Stock Award, Insider Transaction, SEC Form 4, Equity Compensation, Stock Vesting