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Zeta Global Holdings Corp. (ZETA) Form 424B5 — Sep 11, 2026

$ZETAForm 424B5Filed Sep 11, 2026, 4:50 PM ET0001193125-26-389369Original filing

Zeta Global Holdings Corp. filed a 424B5 prospectus supplement on September 11, 2026 registering up to $25,000,000 of Class A common stock to be issued to an unnamed service provider (the Holder) in satisfaction of payments for services under a contractual arrangement. Shares will be issued in installments over the next several fiscal quarters, with the share count on each issuance date set by dividing the amount due by the five-day volume-weighted average trading price before the related payment date. Zeta receives no cash proceeds and incurs no placement agent or underwriting fees.

Key figures

Gross Proceeds
None — company receives no proceeds; shares issued to the Holder in satisfaction of payment for services
Offering Price
no fixed price; shares issued at 5-day VWAP prior to each Payment Date (assumed $30.56 per share, last reported sale September 10, 2026)
Shares Offered
up to $25,000,000 aggregate value of Class A common stock (variable share count, issued in installments)
Shares Outstanding
up to 227,532,639 Class A shares after offering (vs. 226,714,576 as of June 30, 2026) plus 23,638,426 Class B shares
Outstanding PSUs
11511588
Outstanding RSUs
12031329
Registration Fee
$3,452.50
Shelf File Number
333-281929
Assumed Offering Price Usd
30.56
Outstanding Stock Options
15088627
Reserved Incentive Shares
8433709
Estimated Offering Expenses
$25,000
Class AShares Outstanding Pre Offering
226714576

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