SEC Form 4 · accession 0001193125-26-352542
Zeta Global Holdings Corp. · ZETA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Steinberg
Officer — Chief Executive Officer · Director · 10% Owner
ACI Investment Partners, LLC
10% Owner
ACI Investment Partners XXVII, LLC
10% Owner
Period of report
Aug 13, 2026
Accepted (ET)
Aug 14, 2026 · 5:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001851003
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Variable Prepaid Forward Contract (obligation to sell)F5,F4,F6,F7 | — | Aug 13, 2026 | J | 1,000,000 | A | — | — | Class A Common Stock | 1,000,000 | 1,000,000 | I |
| Class B Common StockF8,F1 | — | Aug 13, 2026 | G | 261,735 | D | — | — | Class A Common Stock | 261,735 | 4,285,215 | I |
| Class B Common StockF9,F1 | — | Aug 13, 2026 | G | 261,735 | A | — | — | Class A Common Stock | 261,735 | 9,842,337 | I |
| Class B Common StockF3,F2,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 6,435,636 | 6,435,636 | I |
| Class B Common StockF3,F4,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,300,000 | 2,300,000 | I |
| Class B Common StockF10,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 453,409 | 453,409 | I |
| Class B Common StockF11,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 75,000 | 75,000 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 199,153 | 199,153 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 47,676 | 47,676 | I |
Explanation of responses
- F1The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class.
- F10Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any.
- F11Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority member.
- F2Securities held directly by ACI Investment Partners, LLC ("ACI"), of which the Wynwood 2025 Irrevocable Trust ("Wynwood Trust") is the sole member. Mr. Steinberg is the Manager of ACI, and Mr. Steinberg and his five children are the beneficiaries of Wynwood Trust. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
- F3Reflects a transfer of 2,300,000 shares of Class B Common Stock from ACI to Botticelli SPV LLC ("Botticelli") in a transaction exempt from reporting pursuant to Rule 16a-13 because the transfer represented a change in form of beneficial ownership without a change in the Reporting Person's pecuniary interest.
- F4Securities held directly by Botticelli, of which Wynwood Trust is the sole member. Mr. Steinberg has sole voting power over all shares of the Issuer held by Botticelli. Mr. Steinberg disclaims beneficial ownership of the shares held directly by Botticelli except to the extent of his pecuniary interest therein, if any.
- F5On August 13, 2026, in connection with tax, trust and estate planning by Wynwood Trust, Botticelli entered into a variable prepaid forward contract with an unaffiliated counterparty. The contract obligates Botticelli to deliver shares of Class A Common Stock of the Issuer or, at Botticelli's election, settle the contract in cash, on a settlement date following August 13, 2029 (the "Maturity Date"). In exchange, Botticelli received an upfront cash payment of $22.7 million. Botticelli pledged 1,000,000 shares of the Issuer's Class B Common Stock (the "Subject Shares") to secure its obligations under the contract. Botticelli will retain all voting, dividend and other rights in the Subject Shares during the term of the pledge (and thereafter if the contract is settled in cash).
- F6If Botticelli does not elect to settle the contract in cash, the number of shares of the Issuer's Class A Common Stock that may be delivered by Botticelli following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock prior to the Maturity Date (the "Settlement Price") is less than $47.29 (the "Maximum Price") but greater than $26.11 (the "Minimum Price"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to the Minimum Price divided by the Settlement Price; [continued in footnote 7]
- F7[Continued from footnote 6] (b) if the Settlement Price is equal to or greater than the Maximum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Minimum Price and (B) the excess, if any, of the Settlement Price over the Maximum Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Minimum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares.
- F8Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the Manager of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any.
- F9Securities held directly by ACI Investment Company XXVII, LLC ("XXVII"). Mr. Steinberg is the Manager of XXVII. Mr. Steinberg disclaims beneficial ownership of the shares held directly by XXVII except to the extent of his pecuniary interest therein, if any.
Remarks
This Form 4 excludes Mr. Steinberg's direct and indirect holdings of Class A common stock as there are no transactions of Class A common stock reportable under Table I.