X0407 4 2023-04-21 0001851003 Zeta Global Holdings Corp. ZETA 0001861751 Gerber Steven H. 3 PARK AVE, 33RD FLOOR NEW YORK NY 10016 1 President & COO 0 Class A Common Stock 2023-04-21 4 A 0 350000 0 A 350000 D Class A Common Stock 2023-04-21 4 J 0 350000 0 D 0 D Class A Common Stock 2023-04-21 4 J 0 350000 0 A 3422980 I By Evergreen Revocable Trust Class A Common Stock 2023-04-21 4 M 0 57000 0 A 3471175 I By Evergreen Revocable Trust Class A Common Stock 2023-04-21 4 F 0 8805 10.38 D 3414175 I By Evergreen Revocable Trust Performance-based restricted Stock units 2023-04-21 4 A 0 165000 0 A Class A Common Stock 165000 165000 D Performance-based restricted Stock units 2023-04-21 4 J 0 165000 0 D Class A Common Stock 165000 0 D Performance-based restricted Stock units 2023-04-21 4 J 0 165000 0 A Class A Common Stock 165000 165000 I By Evergreen Revocable Trust Performance-based restricted Stock units 2023-04-21 4 M 0 57000 0 D Class A Common Stock 57000 143000 I By Evergreen Revocable Trust Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan, 25% of which vests on the first anniversary of the grant date and the remainder of which vests in 16 equal quarterly installments beginning on the first anniversary of the grant date. Represents a transfer for no consideration by Mr. Gerber to Evergreen Revocable Trust. On August 18, 2021, the reporting person was granted an award of performance-based restricted stock units ("PSUs"), which are earned in the form of restricted stock 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 April 21, 2023, the Issuer determined that the performance conditions had been partially met, resulting in these securities being earned, which securities vest in three equal annual installments beginning on April 21, 2023. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PSUs will be earned in the form of restricted stock 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 beginning with the fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned 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 Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2028. The remaining PSUs will be earned in the form of restricted stock 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 2025. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned 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 Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2026. /s/ Steven Vine, Attorney-in-fact 2023-04-21