Zeta Global Holdings Corp.

Code

F

Shares

905

Price

$33.52

Footnotes

4

On April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (the "PSUs"), which are eligible to be earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On October 22, 2026, the Issuer determined that the performance conditions exceeded the prior earned level with respect to the PSUs, resulting in these securities being earned, which securities vest three equal annual installments beginning on such date of determination. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan. Pursuant to the PSU award agreement and the Issuer's Incentive Award Plan, the Issuer elected to cash settle the earned PSUs that vest on October 22, 2026. Additional PSUs may be earned based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Issuer determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Issuer through each applicable vesting date. Any unearnd PSUs will expire on January 1, 2028.