ZoomInfo (NASDAQ: GTM) CFO reports RSU and phantom unit vesting with tax share withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ZoomInfo Technologies CFO Michael Graham O'Brien reported compensation-related equity activity involving restricted stock and phantom units. On May 1, 2026, he exercised or converted derivative awards into 5,011 shares of common stock, including restricted stock units and HSKB Phantom Units that each settled one-for-one into common shares upon vesting.
To cover tax obligations from these vestings, O'Brien had 2,464 shares of common stock withheld at $6.25 per share in two tax-withholding dispositions. These are not open-market sales. After these transactions, he continued to hold a substantial direct position in ZoomInfo common stock, with Form 4 data showing post-transaction ownership of 205,796 shares.
Positive
- None.
Negative
- None.
Insights
CFO’s Form 4 shows routine equity vesting with tax withholding, not open-market selling.
The filing shows Michael Graham O'Brien converting equity awards into common stock and settling taxes via share withholding. He exercised or converted awards into 5,011 shares, including restricted stock units and HSKB Phantom Units that each deliver one common share when vested.
Two code F transactions total 2,464 shares withheld at $6.25 per share for tax liabilities, which are mechanical and not market-driven sales. Following these moves, he directly holds 205,796 common shares, indicating the transactions are modest relative to his overall stake and appear consistent with normal vesting schedules described in the footnotes.
Insider Trade Summary
5,011 shares exercised/converted
Mixed
6 txns
Insider
O'Brien Michael Graham
Role
CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | HSKB Phantom Units | 1,542 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,469 | $0.00 | -- |
| Exercise | Common Stock | 1,542 | $0.00 | -- |
| Exercise | Common Stock | 3,469 | $0.00 | -- |
| Tax Withholding | Common Stock | 758 | $6.25 | $5K |
| Tax Withholding | Common Stock | 1,706 | $6.25 | $11K |
Holdings After Transaction:
HSKB Phantom Units — 3,083 shares (Direct, null);
Restricted Stock Units — 20,813 shares (Direct, null);
Common Stock — 205,796 shares (Direct, null)
Footnotes (1)
- Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein. The Reporting Person received an original grant of HSKB Phantom Units on December 1, 2023, which vest in equal quarterly installments during the 24 months following November 1, 2024. The Reporting Person received an original grant of restricted stock units on December 29, 2023, which vest in equal quarterly installments during the 36 months following November 1, 2024.
Key Figures
Shares from equity award vesting: 5,011 shares
Tax-withholding shares: 2,464 shares
First tax-withholding block: 1,706 shares at $6.25
+4 more
7 metrics
Shares from equity award vesting
5,011 shares
Common stock delivered from RSUs and HSKB Phantom Units on May 1, 2026
Tax-withholding shares
2,464 shares
Shares withheld to cover tax liabilities on May 1, 2026
First tax-withholding block
1,706 shares at $6.25
Code F disposition of common stock for taxes
Second tax-withholding block
758 shares at $6.25
Additional code F tax-withholding disposition
RSUs converted
3,469 units
Restricted Stock Units converting one-for-one into common stock
HSKB Phantom Units converted
1,542 units
HSKB Phantom Units settling one-for-one into common stock
Post-transaction holdings
205,796 shares
CFO’s direct common stock position after transactions
Key Terms
Restricted Stock Units, HSKB Phantom Units, tax-withholding disposition, derivative exercise/conversion, +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
HSKB Phantom Units financial
"Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis."
tax-withholding disposition financial
"Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Phantom Units financial
"Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis."
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
FAQ
What did ZoomInfo (GTM) CFO Michael Graham O'Brien report in this Form 4?
He reported equity compensation activity where awards vested and converted into 5,011 shares of common stock, along with share withholdings for taxes. These transactions reflect routine vesting of restricted stock units and HSKB Phantom Units, not open-market purchases or sales.
Were any of the ZoomInfo (GTM) CFO’s transactions open-market stock sales?
No, the filing shows tax-withholding dispositions, not open-market sales. Shares were withheld at $6.25 per share to cover tax liabilities triggered by vesting of restricted stock units and HSKB Phantom Units, which is a standard, non-discretionary compensation mechanism.
What are HSKB Phantom Units and how do they affect ZoomInfo (GTM) stock?
HSKB Phantom Units are equity-based awards that, upon vesting, settle into ZoomInfo common stock on a one-for-one basis. In this filing, vested HSKB Phantom Units delivered 1,542 shares of common stock to the CFO as part of his ongoing long-term incentive compensation.