SCHEDULE 13G/A: Zeta Global Holdings: David Steinberg Boosts Stake to 10.3%

David A. Steinberg and ACI Investment Partners, LLC have disclosed significant beneficial ownership in Zeta Global Holdings Corp., with Steinberg now holding 10.3% of Class A Common Stock.

Summary

• David A. Steinberg, a reporting person, beneficially owns 24,481,482 shares of Zeta Global Holdings Corp. Class A Common Stock, representing 10.3% of the class.
• ACI Investment Partners, LLC, also a reporting person and managed by Mr. Steinberg, beneficially owns 18,832,478 shares, representing 8.1% of the Class A Common Stock.
• Mr. Steinberg's ownership includes 66,661 shares held directly, 75,000 shares via CAIVIS Acquisition Corp. II, 4,546,950 shares via IAC Investment Company IX, LLC, 47,676 Class B convertible shares and 26,388 restricted Class A shares held by his spouse, 18,324,693 Class B convertible shares and 507,785 Class A shares held by ACI Investment Partners, LLC, 231,375 shares via the David A. Steinberg 2024 Charitable Lead Annuity Trust, and 444,954 shares via five irrevocable family trusts.
• Additionally, Mr. Steinberg may be deemed to share voting power over 210,000 shares held by Kristin Kuehl due to a voting agreement.
• The Class B common stock is convertible at any time into Class A Common Stock on a one-to-one basis.
• The total Class A Common Stock outstanding as of September 30, 2025, was 214,155,561 shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant beneficial ownership stake by CEO David A. Steinberg, which can be viewed positively as it aligns management's interests with shareholders. However, the concentration of voting power also introduces potential governance considerations.

Positives

• Increased beneficial ownership by a key executive (David A. Steinberg) to 10.3% may signal strong confidence in the company's future prospects.
• Concentrated ownership by management can enhance alignment of interests between leadership and shareholders.

Negatives

• High concentration of voting power in a single individual (David A. Steinberg) could potentially limit the influence of other shareholders on corporate decisions.

Risks

• The significant control held by David A. Steinberg through various entities and voting agreements could lead to decisions that primarily benefit his interests, potentially at the expense of minority shareholders.
• The complexity of the ownership structure, involving multiple entities and trusts, could make it challenging for external investors to fully understand the ultimate control and decision-making processes.

Corporate Governance

Related Party Transactions

• Shares held by Kristen Steinberg (Mr. Steinberg's spouse) are included in his beneficial ownership.
• Shares held by the David A. Steinberg 2024 Charitable Lead Annuity Trust and five irrevocable family trusts, where Mr. Steinberg is a co-trustee, are included.
• Shares held through entities like CAIVIS Acquisition Corp. II and IAC Investment Company IX, LLC, where Mr. Steinberg has significant control, represent related party interests.

Stakeholder Impact

• Shareholders: Increased alignment with management due to significant insider ownership, but also potential for reduced influence on corporate decisions due to concentrated voting power.
• Management: Enhanced control and influence over the company's strategic direction.

Key Dates

Recommendation

The filing primarily discloses beneficial ownership, which, while significant, does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The increased insider stake by the CEO is generally a positive signal of confidence, suggesting a 'hold' is appropriate for existing investors, while new investors should consider this alongside broader financial analysis.

Keywords

Zeta Global Holdings, ZETA, David A. Steinberg, ACI Investment Partners, beneficial ownership, Schedule 13G, Class A Common Stock, insider ownership, corporate governance, voting power