David Steinberg, Chief Executive Officer and director of Zeta Global Holdings Corp. (NYSE:ZETA), filed a Form 4 on August 14, 2026, reporting transactions dated August 13, 2026, including two gift transfers of Class B Common Stock and the entry into a variable prepaid forward contract by an affiliated entity.

Key Highlights

  • Gift transfers on August 13, 2026: 261,735 shares of Class B Common Stock were transferred to IAC Investment Company IX, LLC, and a separate 261,735 shares were transferred to ACI Investment Partners XXVII, LLC, both at $0 per share (Transaction Code G).
  • Variable prepaid forward contract: Botticelli SPV LLC entered into a contract on August 13, 2026, obligating it to deliver Class A Common Stock or settle in cash after August 13, 2029, in exchange for an upfront cash payment of $22.7 million.
  • Shares pledged: 1,000,000 shares of Class B Common Stock were pledged by Botticelli SPV LLC to secure obligations under the forward contract.
  • Price parameters: The contract references a Minimum Price of $26.11 and a Maximum Price of $47.29 for determining the number of Class A shares deliverable at settlement.
  • Beneficial ownership positions following transactions: IAC Investment Company IX, LLC holds 4,285,215 shares of Class A Common Stock; ACI Investment Partners XXVII, LLC holds 9,842,337 shares of Class A Common Stock, according to the filing.
  • Botticelli SPV LLC interest: Following reported transactions, Botticelli holds 2,300,000 shares of Class A Common Stock and 1,000,000 derivative securities (the pledged shares), all indirectly attributable to Steinberg.

Steinberg's August 13 Transactions at Zeta Global Holdings

According to the filing, David Steinberg serves as Chief Executive Officer, director, and 10% owner of Zeta Global Holdings Corp. The filing reports two gift transactions (Transaction Code G) on August 13, 2026: 261,735 shares of Class B Common Stock disposed of at $0 to IAC Investment Company IX, LLC, and an identical 261,735 shares disposed of at $0 to ACI Investment Partners XXVII, LLC. Both entities are managed by Steinberg. The filing notes that Steinberg disclaims beneficial ownership of shares held by these entities except to the extent of his pecuniary interest.

Also on August 13, 2026, Botticelli SPV LLC, in which the Wynwood 2025 Irrevocable Trust is the sole member, entered into a variable prepaid forward contract with an unaffiliated counterparty. The filing describes this as part of "tax, trust and estate planning by Wynwood Trust." Botticelli received an upfront cash payment of $22.7 million and pledged 1,000,000 shares of Class B Common Stock as security. The contract's settlement date follows August 13, 2029. The filing states that 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)."

The number of Class A shares deliverable at settlement depends on the settlement price relative to the $26.11 Minimum Price and $47.29 Maximum Price specified in the contract. A separate note in the filing indicates that a prior transfer of 2,300,000 shares of Class B Common Stock from ACI Investment Partners, LLC to Botticelli SPV LLC was exempt from reporting under Rule 16a-13, as it represented "a change in form of beneficial ownership without a change in the Reporting Person's pecuniary interest." The filing also notes it excludes Steinberg's direct and indirect holdings not reported in this specific form.

What Was Disclosed

The filing reported two gift transfers of Class B shares at $0, and the entry by Botticelli SPV LLC into a variable prepaid forward contract covering 1,000,000 pledged shares of Class B Common Stock, with an upfront payment of $22.7 million received and a maturity date following August 13, 2029.