Form 4: Zeta Global Holdings Corp. President & COO Steven Gerber Reports Changes in Beneficial Ownership

Steven Gerber, President & COO of Zeta Global Holdings Corp., reports the earning of performance-based restricted stock units (PSUs) and adjustments to his beneficial ownership.

Summary

• On October 9, 2024, Steven Gerber, President & COO of Zeta Global Holdings Corp., reported changes in his beneficial ownership of the company's stock.
• The changes involve the earning of performance-based restricted stock units (PSUs) granted in 2021, 2022, and 2023.
• The performance conditions for the 2021 PSUs were met at the maximum level, while the 2022 and 2023 PSUs exceeded the target level.
• This resulted in the earning of these securities, which will vest in three equal annual installments starting on October 9, 2024.
• Mr. Gerber's total beneficial ownership following the reported transactions is 2,927,561 shares of Class A Common Stock held indirectly through the Evergreen Revocable Trust.
• No additional 2021 PSUs may be earned.
• Additional PSUs may be earned based upon 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 ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the vesting of PSUs suggests the company is meeting its performance goals. It's a routine filing, but the underlying performance achievement is a positive signal.

Positives

• The vesting of PSUs indicates that the company has met or exceeded certain performance targets.
• The performance conditions for the 2021 PSUs were met at the maximum level, while the 2022 and 2023 PSUs exceeded the target level.

Future Outlook

Additional PSUs may be earned based upon 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 ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs.

Industry Context

Form 4 filings are a routine part of the US stock market, providing transparency into the transactions of company insiders. This filing indicates that the company has met certain performance targets, which is generally viewed positively.

Stakeholder Impact

• Shareholders may view the vesting of PSUs as a positive sign, indicating that the company is achieving its performance targets.
• Employees may be motivated by the company's performance and the potential for future PSU grants.

Next Steps

• The earned PSUs will vest in three equal annual installments beginning on October 9, 2024.
• Additional PSUs may be earned based on future performance through 2026 and 2027.

Key Dates