ZETA

SEC source: 0001127602-23-010459 · form4.xml · nonDerivative · entry 2

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 208,122

SEC source: 0001127602-23-010459 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 216,541

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

SEC source: 0001127602-23-010457 · form4.xml · nonDerivative · entry 1

Gerber Steven H. · CIK 0001861751 · President & COO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Evergreen Revocable Trust

Disclosed balance after: 3,072,980

SEC source: 0000899243-23-008746 · doc4.xml · derivative · entry 8

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Trust

Disclosed balance after: 392,797

Underlying: Class A Common Stock · 3,773 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

F5 · derivative.exercise_date: 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.

F5 · derivative.expiration_date: 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.

F6 · ownership.nature: 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.

SEC source: 0000899243-23-008746 · doc4.xml · derivative · entry 7

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By IAC Investment Company IX, LLC

Disclosed balance after: 5,083,754

Underlying: Class A Common Stock · 85 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

F5 · derivative.exercise_date: 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.

F5 · derivative.expiration_date: 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.

F4 · ownership.nature: Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the managing member 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.

SEC source: 0000899243-23-008746 · doc4.xml · derivative · entry 6

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 72,780

Underlying: Class A Common Stock · 47,220 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

F5 · derivative.exercise_date: 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.

F5 · derivative.expiration_date: 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.

SEC source: 0000899243-23-008746 · doc4.xml · derivative · entry 5

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ACI Investment Partners, LLC

Disclosed balance after: 25,964,110

Underlying: Class A Common Stock · 274,845 shares

Expires not disclosed

F5 · derivative.exercise_price: 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.

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

F5 · derivative.exercise_date: 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.

F5 · derivative.expiration_date: 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.

F2 · balance_after: Reflects the conversion on March 16, 2023 of 50,000 shares of Class B Common Stock into Class A Common Stock.

F3 · ownership.nature: Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member 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.

SEC source: 0000899243-23-008746 · doc4.xml · nonDerivative · entry 1

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 181,980

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under the Registrant's Incentive Award Plan.

SEC source: 0001127602-23-010458 · form4.xml · nonDerivative · entry 1

Greiner Christopher E · CIK 0001631087 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,163,141

F1 · balance_after: Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

SEC source: 0000899243-23-008207 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,246,891

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · shares: Aggregate shares sold consist of (i) 2,933 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 573 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 1,223 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 530 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 567 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F3 · shares: (Continued from Footnote 2) (vi) 11 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $11.00 to $11.12, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F5 · balance_after: Total shares consists of: (i) 7,201,374 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,410,594 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,003,431 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,300,806 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,407,245 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 26,510 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. Also includes 896,931 shares of restricted Class A common stock.

F6 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-007419 · doc4.xml · nonDerivative · entry 3

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,252,728

F5 · shares: Aggregate shares sold consist of (i) 56,929 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 11,152 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 23,743 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 10,283 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 10,968 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F6 · shares: (Continued from Footnote 5) (vi) 206 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F7 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $11.00 to $11.02, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F8 · balance_after: Total shares consists of: (i) 7,204,307 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,411,167 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,004,654 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,301,336 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,407,812 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 26,521 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-007419 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,260,639

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $11.00 to $11.11, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-007419 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,289,922

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $11.00 to $11.03, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-006465 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,366,009

F4 · shares: Aggregate shares sold consist of (i) 277,335 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 54,325 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 115,668 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 50,097 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 53,435 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F5 · shares: (Continued from Footnote 4) (vi) 1,007 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F6 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $11.00 to $11.28, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7 · balance_after: Total shares consists of: (i) 7,261,236 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,422,319 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,028,397 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,311,619 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,418,780 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 26,727 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-006465 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,746,891

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $10.00 to $10.55, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-005561 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,917,876

F4 · shares: Aggregate shares sold consist of (i) 70,410 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 13,792 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 29,365 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 12,718 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 13,565 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F5 · shares: (Continued from Footnote 4) (vi) 255 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F6 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $10.00 to $10.01, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7 · balance_after: Total shares consists of: (i) 7,538,571 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,476,644 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,144,065 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,361,716 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,472,215 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 27,734 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-005561 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 15,928,076

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $10.00 to $10.48, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-004106 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,057,981

F4 · shares: Aggregate shares sold consist of (i) 82,373 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 16,135 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 34,355 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 14,879 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 15,869 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F5 · shares: (Continued from Footnote 4) (vi) 299 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F6 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $10.00 to $10.35, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7 · balance_after: Total shares consists of: (i) 7,608,981 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,490,436 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,173,430 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,374,434 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,485,780 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 27,989 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-004106 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,106,622

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $10.00 to $10.21, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0001127602-23-003377 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,270

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award under Registrant's 2021 Incentive Award Plan.

SEC source: 0000899243-23-002679 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,221,891

F4 · shares: Aggregate shares sold consist of (i) 44,880 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 8,791 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 18,718 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 8,108 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 8,650 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F5 · shares: (Continued from Footnote 4) (vi) 164 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F6 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.22, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7 · balance_after: Total shares consists of: (i) 7,691,354 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,506,571 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,207,785 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,389,313 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,501,649 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,288 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-002679 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,301,990

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.01, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0001127602-23-000585 · form4.xml · nonDerivative · entry 3

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Denim Revocable Trust

Disclosed balance after: 1,732,134

SEC source: 0001127602-23-000585 · form4.xml · nonDerivative · entry 2

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001127602-23-000585 · form4.xml · nonDerivative · entry 1

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,060

F1 · shares: Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

SEC source: 0001127602-23-000586 · form4.xml · nonDerivative · entry 1

LANDMAN WILLIAM · CIK 0001257984 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 505,248

F1 · shares: Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

SEC source: 0000899243-23-004999 · doc5.xml · derivative · entry 8

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Trusts

Disclosed balance after: 396,570

Underlying: Class A Common Stock · 5,700 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F6 · derivative.exercise_date: 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.

F6 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

SEC source: 0000899243-23-004999 · doc5.xml · derivative · entry 7

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 120,000

Underlying: Class A Common Stock · 120,000 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F6 · derivative.exercise_date: 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.

F6 · derivative.expiration_date: 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.

SEC source: 0000899243-23-004999 · doc5.xml · derivative · entry 6

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ACI Investment Partners, LLC

Disclosed balance after: 26,288,955

Underlying: Class A Common Stock · 125,700 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F6 · derivative.exercise_date: 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.

F6 · derivative.expiration_date: 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.

F1 · balance_after: Reflects the conversion on July 31, 2022 of 96,875 shares of Class B Common Stock into Class A Common Stock.

F2 · ownership.nature: Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member 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.

SEC source: 0001127602-22-028324 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,586

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award under Registrant's 2021 Incentive Award Plan.

SEC source: 0001127602-22-027705 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 226,054

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award under Registrant's 2021 Incentive Award Plan.

SEC source: 0000899243-22-038854 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,311,202

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · shares: Aggregate shares sold consist of (i) 28,624 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 5,607 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 11,938 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 5,170 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 5,515 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F3 · shares: (Continued from Footnote 2) (vi) 104 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.26, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F5 · balance_after: Total shares consists of: (i) 7,736,234 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,515,362 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,226,503 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,397,421 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,510,299 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,452 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F6 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-038367 · doc4.xml · nonDerivative · entry 3

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,368,160

F5 · shares: Aggregate shares sold consist of (i) 110,949 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 21,732 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 46,272 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 20,040 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 21,374 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F6 · shares: (Continued from Footnote 5) (vi) 403 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F7 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.02 to $9.60, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F8 · balance_after: Total shares consists of: (i) 7,764,858 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,520,969 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,238,441 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,402,591 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,515,814 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,556 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-23-004999 · doc5.xml · derivative · entry 5

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ACI Investment Partners, LLC

Disclosed balance after: 26,414,655

Underlying: Class A Common Stock · 365,128 shares

Expires not disclosed

F6 · derivative.exercise_price: 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.

F6 · derivative.exercise_date: 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.

F6 · derivative.expiration_date: 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.

F1 · balance_after: Reflects the conversion on July 31, 2022 of 96,875 shares of Class B Common Stock into Class A Common Stock.

F2 · ownership.nature: Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member 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.

SEC source: 0000899243-23-004999 · doc5.xml · nonDerivative · entry 1

Steinberg David · CIK 0001308562 · Director · Chief Executive Officer · 10% owner

ACI Investment Partners, LLC · CIK 0001861905 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ACI Investment Partners, LLC

Disclosed balance after: 912,500

F1 · balance_after: Reflects the conversion on July 31, 2022 of 96,875 shares of Class B Common Stock into Class A Common Stock.

F2 · ownership.nature: Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member 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.

SEC source: 0000899243-22-038367 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,436,673

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.43, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-038367 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,566,516

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.09, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-036373 · doc4.xml · nonDerivative · entry 2

LANDMAN WILLIAM · CIK 0001257984 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By CMS/CAIVIS Partners

Disclosed balance after: 0

F2 · kind: Represents a pro rata distribution in-kind of shares of Class A Common Stock by CMS/CAIVIS Partners for no consideration.

SEC source: 0000899243-22-036373 · doc4.xml · nonDerivative · entry 1

LANDMAN WILLIAM · CIK 0001257984 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By CMS Back-End Entity VII-A, L.P.

Disclosed balance after: 0

F1 · kind: Represents a pro rata distribution in-kind of shares of Class A Common Stock by CMS Back-End Entity VII-A, L.P. ("CMSBE") for no consideration.

SEC source: 0000899243-22-036038 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,588,930

F4 · shares: Aggregate shares sold consist of (i) 16,565 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 3,245 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 6,909 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 2,992 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 3,191 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F5 · shares: (Continued from Footnote 4) (vi) 59 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F6 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.20, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7 · balance_after: Total shares consists of: (i) 7,875,807 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,542,701 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,284,713 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,422,631 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,537,188 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,959 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-036038 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,594,634

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.04, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0001127602-22-024924 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 230,523

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award under Registrant's 2021 Incentive Award Plan.

SEC source: 0000899243-22-034546 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,621,891

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · shares: Aggregate shares sold consist of (i) 88,216 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 17,280 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 36,791 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 15,934 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 16,995 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F3 · shares: (Continued from Footnote 2) (vi) 320 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.30, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F5 · balance_after: Total shares consists of: (i) 7,892,371 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,545,944 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,291,622 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,425,624 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,540,381 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 29,018 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F6 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-034362 · doc4.xml · nonDerivative · entry 3

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,797,427

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F5 · shares: Aggregate shares sold consist of (i) 75,112 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 14,714 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 31,327 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 13,567 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 14,471 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and

F6 · shares: (Continued from Footnote 5) (vi) 273 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.

F7 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.14, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F8 · balance_after: Total shares consists of: (i) 7,980,587 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,563,224 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,328,413 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,441,558 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,557,376 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 29,338 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-034362 · doc4.xml · nonDerivative · entry 2

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,851,466

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F4 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.16, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0000899243-22-034362 · doc4.xml · nonDerivative · entry 1

NIEHAUS ROBERT H · CIK 0001241677 · Director

Greenhill Capital Partners III, L.P. · CIK 0001505996 · Other

Greenhill Capital Partners (Employees) III, L.P. · CIK 0001505994 · Other

Greenhill Capital Partners (GHL) III, L.P. · CIK 0001505993 · Other

Greenhill Capital Partners (Cayman Islands) III, L.P. · CIK 0001505995 · Other

GCP Capital Partners (Cayman) IV, L.P. · CIK 0001724988 · Other

GCP Capital Partners IV, L.P. · CIK 0001724991 · Other

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,908,156

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.

F2 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.05, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F3 · ownership.nature: The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.

SEC source: 0001127602-22-023564 · form4.xml · nonDerivative · entry 1

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Denim Revocable Trust

Disclosed balance after: 1,729,074

F1 · shares: Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

SEC source: 0001127602-22-023571 · form4.xml · nonDerivative · entry 1

LANDMAN WILLIAM · CIK 0001257984 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,400

F1 · shares: Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

SEC source: 0001127602-22-023060 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 230,805

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award under Registrant's 2021 Incentive Award Plan.

SEC source: 0001127602-22-022546 · form4.xml · nonDerivative · entry 1

Ravella Satish · CIK 0001865076 · Senior Vice President, Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 232,273

F1 · shares: Surrender of shares in payment of withholding taxes due upon the vesting of restricted stock awards under Registrant's 2021 Incentive Award Plan.