ZETA · Zeta Global Holdings Corp.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.

Securities held directly by ACI Investment Company XXVII, LLC ("XXVII"). Mr. Steinberg is the Manager of XXVII. Mr. Steinberg disclaims beneficial ownership of the shares held directly by XXVII except to the extent of his pecuniary interest therein, if any.

On August 13, 2026, in connection with tax, trust and estate planning by Wynwood Trust, Botticelli entered into a variable prepaid forward contract with an unaffiliated counterparty. The contract obligates Botticelli to deliver shares of Class A Common Stock of the Issuer or, at Botticelli's election, settle the contract in cash, on a settlement date following August 13, 2029 (the "Maturity Date"). In exchange, Botticelli received an upfront cash payment of $22.7 million. Botticelli pledged 1,000,000 shares of the Issuer's Class B Common Stock (the "Subject Shares") to secure its obligations under the contract. Botticelli will retain all voting, dividend and other rights in the Subject Shares during the term of the pledge (and thereafter if the contract is settled in cash).

If Botticelli does not elect to settle the contract in cash, the number of shares of the Issuer's Class A Common Stock that may be delivered by Botticelli following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock prior to the Maturity Date (the "Settlement Price") is less than $47.29 (the "Maximum Price") but greater than $26.11 (the "Minimum Price"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to the Minimum Price divided by the Settlement Price; [continued in footnote 7]

[Continued from footnote 6] (b) if the Settlement Price is equal to or greater than the Maximum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Minimum Price and (B) the excess, if any, of the Settlement Price over the Maximum Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Minimum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares.

Securities held directly by Botticelli, of which Wynwood Trust is the sole member. Mr. Steinberg has sole voting power over all shares of the Issuer held by Botticelli. Mr. Steinberg disclaims beneficial ownership of the shares held directly by Botticelli except to the extent of his pecuniary interest therein, if any.

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.

Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the Manager 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.

The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.

Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.

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.

Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.

Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.

Includes 5,230 shares of Class A Common Stock acquired in a distribution in-kind received by the Reporting Person for no consideration subsequent to the Reporting Person's most recent Section 16 filing, which was exempt under Rule 16a-9.

Represents an award of restricted stock which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028 and April 1, 2028.

Represents an award of restricted stock, which vests in four equal installments on July 1, 2027, October 1, 2027, January 1, 2028, and April 1, 2028.

The reporting person has no pecuniary interest in shares held by the Robert and Kate Niehaus Foundation. The reporting person's involvement with the foundation is limited to voting power in his capacity as a manager. Therefore, he will no longer report these shares under Section16 as he is not the beneficial owner within the meaning of Rule 16a-1(a)(2).

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Withholding of shares in satisfaction of option exercise costs and withholding taxes due upon the exercise of certain employee stock options.

The option vests with respect to 25% of the subject shares on the first anniversary of the grant date. The remainder of the shares vest in twelve equal quarterly installments following the first anniversary of the grant date.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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

The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person.

The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person.

The Robert and Kate Niehaus Foundation is a 501(c)(3) foundation and the reporting person is on the management board of the charity.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the Manager 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.

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.

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.

Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan. The restrictions lapse as follows: (a) 25% of the restricted stock vest one year from the grant date, and (b) 75% of the restricted stock shall start vesting one year from the grant date and shall vest in equal quarterly increments until four (4) years from the grant date.

Represents a disposition to the issuer of unvested restricted stock for no value. The reporting person is the Chief Investment Officer of Proem Advisors LLC, the Investment Manager of Proem Investments Master Fund LP. Pursuant to guidelines adopted by Proem Advisors LLC, the reporting person will no longer participate in the issuer's compensation program for non-employee directors.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.17 to $19.55. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.

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.

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.

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.

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.

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.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Greenhill Capital Partners III, L.P. ("GCP III") distributed these shares to its partners on a pro rata basis for no consideration.

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.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder.

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.

Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.

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.