Zeta Global Holdings Corp. (Form: 4, Received: 05/08/2026 17:01:03)

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Steinberg David	2. Issuer Name and Ticker or Trading Symbol Zeta Global Holdings Corp. [ZETA]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 3 PARK AVE, 33RD FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/6/2026
(Street) NEW YORK NEW YORK 10016	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person
(City) (State) (Zip/Postal Code)
UNITED STATES
(Country)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	5/6/2026		G⁽¹⁾		1,251,609	D	$0	395,707	I	By ACI Investment Partners, LLC ⁽²⁾
Class A Common Stock	5/6/2026		G		768	D	$0	512	I	By Family Trusts ⁽³⁾
Class A Common Stock	5/6/2026		G⁽¹⁾		13,176	D	$0	0	I	By Spouse
Class A Common Stock	5/6/2026		G		285	D	$0	67,327	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	8,735,636		8,735,636 ⁽⁵⁾	I	By ACI Investment Partners, LLC ⁽²⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	453,409		453,409	I	By Family Trusts ⁽³⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	199,153		199,153	I	By Charitable Annuity Trust
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,546,950		4,546,950	I	By IAC Investment Company IX, LLC ⁽⁶⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	75,000		75,000	I	By CAIVIS Acquisition Corp. II ⁽⁷⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	47,676		47,676	I	By Spouse
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	9,580,602		9,580,602 ⁽⁵⁾	I	By ACI Investment Partners XXVII, LLC ⁽⁸⁾

Explanation of Responses:
(1)	Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.
(2)	Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the Manager of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
(3)	Mr. 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.
(4)	The 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.
(5)	Since the date of the Reporting Person's prior Form 4, ACI transferred 9,580,602 shares of Class B Common Stock to ACI Investment Company XXVII, LLC ("XXVII") in a transaction that is 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.
(6)	Securities 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.
(7)	Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority member.
(8)	Securities held directly by 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Steinberg David 3 PARK AVE, 33RD FLOOR NEW YORK NEW YORK 10016 UNITED STATES	X	X	Chief Executive Officer
ACI Investment Partners, LLC 3 PARK AVENUE, 33RD FLOOR NEW YORK NEW YORK 10016 UNITED STATES		X

Signatures
ACI Investment Partners, LLC, /s/ David A. Steinberg, Manager		5/8/2026
^**Signature of Reporting Person		Date
David A. Steinberg, /s/ Steven Vine, Attorney-in-fact		5/8/2026
^**Signature of Reporting Person		Date

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* Form 4: SEC 1474 (03-26).