SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Gerber Steven H.

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp. [ ZETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/22/2026		M		226,512 ⁽¹⁾ ⁽²⁾	A	$ 0	380,942	I	By Evergreen Revocable Trust ⁽³⁾
Class A Common Stock	10/22/2026		F		34,989 ⁽⁴⁾	D	$ 33.52	345,953	I	By Evergreen Revocable Trust ⁽³⁾
Class A Common Stock	10/22/2026		D		40,514 ⁽⁵⁾	D	$ 33.52	305,439	I	By Evergreen Revocable Trust ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			125,953 ⁽²⁾	⁽²⁾⁽⁷⁾	⁽⁷⁾	Class A Common Stock	125,953 ⁽²⁾	$ 0	0 ⁽⁷⁾	I	By Evergreen Revocable Trust ⁽³⁾
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			39,710 ⁽²⁾	⁽²⁾⁽⁷⁾	⁽⁷⁾	Class A Common Stock	39,710 ⁽²⁾	$ 0	0 ⁽⁷⁾	I	By Evergreen Revocable Trust ⁽³⁾
Performance-Based Restricted Stock Units	⁽⁶⁾	10/22/2026		M			60,849 ⁽¹⁾	⁽¹⁾⁽⁸⁾	⁽¹⁾⁽⁸⁾	Class A Common Stock	60,849 ⁽¹⁾	$ 0	0 ⁽⁸⁾	I	By Evergreen Revocable Trust ⁽³⁾

Explanation of Responses:

1. On April 3, 2024, the reporting person was granted an award of performance-based restricted stock units (the "2024 PSUs"), which are eligible to be earned in the form of restricted stock units based on 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 beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. Any unearned portion of the PSUs will expire on January 1, 2029. On October 22, 2026, the Issuer determined that the performance conditions were met at the maximum level with respect to the 2024 PSUs, resulting in these securities being earned, with 33.33% of such securities vesting on such date of determination and the remainder vesting in equal installments every three months thereafter, subject to the reporting person's continued service with the Issuer through each applicable vesting date.

2. On each of February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2022 PSUs" and the "2023 PSUs" and, collectively with the 2024 PSUs, the "PSUs"), which are eligible to be earned in the form of restricted stock units based on 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. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination.

3. Mr. Gerber serves as trustee and beneficiary of the Evergreen Revocable Trust.

4. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.

5. Pursuant to the PSU award agreements and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026.

6. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

7. 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. To the extent earned, the 2022 PSUs and 2023 PSUs vest in three equal annual installments, with the first installment vesting on the date the Issuer determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Issuer through each applicable vesting date. Any unearnd PSUs will expire on January 1 of the fifth year following the grant date.

8. As the performance conditions were met at the maximum level with respect to the 2024 PSUs, no additional 2024 PSUs may be earned.

	/s/ Steven Vine, Attorney-in-fact	10/23/2026
	** Signature of Reporting Person	Date
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