Material Event Form 8 K

Item 8.01.

Other Events.

On September 4, 2024, Zeta Global Holdings Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), and GPI Capital Gemini HoldCo LP (the "Selling Stockholder") in connection with (i) the offering, issuance and sale by the Company of 10,304,716 shares of the Company's Class A common stock, $0.001 par value per share (the "Class A Common Stock"), including 1,584,000 shares sold pursuant to the Underwriters' full exercise of their option to purchase additional shares, and (ii) the offering and sale by the Selling Stockholder of 4,875,284 shares of the Company's Class A Common Stock, including 396,000 shares sold pursuant to the Underwriters' full exercise of their option to purchase additional shares, at an offering price of $23.50 per share, less underwriting discounts and commissions (collectively, the "Offering"). The Offering closed on September 6, 2024.

The Offering was made pursuant to an effective shelf registration statement on Form S-3(Registration No. 333-281929)and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the "SEC").

The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were $242.2 million. The Company intends to use the net proceeds from its sale of shares for general corporate purposes. The Company may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies; however, the Company does not have binding agreements or commitments to enter into any such acquisitions at this time. The Company will not receive any proceeds from the sale of shares by the Selling Stockholder.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-Kand is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Class A Common Stock offered and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K,including those relating to the use of proceeds from the Offering are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with market conditions, general economic conditions and other risks identified from time to time in the Company's filings with the SEC, including the factors set forth under "Risk Factors" in the Company's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2023, as well as the prospectus supplement and accompanying prospectus related to the Offering. The Company cautions investors, potential investors and others not to place considerable reliance on the forward-looking statements in this Current Report on Form 8-K.Any such forward-looking statement speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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