ZoomInfo CFO logs equity vesting and tax withholding

ZoomInfo Technologies CFO Michael Graham O'Brien reported compensation-related equity activity involving restricted stock and phantom units.

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 206,801 shares.

Insights

Equity compensation specialist

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

Exercise 6 txns

Insider O'Brien Michael Graham

Role CFO

Type	Security	Shares	Price	Value
Exercise	HSKB Phantom Units	1,542	$0.00	$0.00
Exercise	Restricted Stock Units	3,469	$0.00	$0.00
Exercise	Common Stock	1,542	$0.00	$0.00
Exercise	Common Stock	3,469	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	758	$6.25	$5K
Exercise Price or Tax Liability	Common Stock	1,706	$6.25	$11K

Holdings After Transaction: HSKB Phantom Units — 3,083 contracts (Direct); Restricted Stock Units — 20,813 contracts (Direct); Common Stock — 206,801 shares (Direct)

Footnotes (6)

1. F1. 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.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
3. F3. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.
4. F4. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.
5. F5. 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.
6. F6. 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.

How many ZoomInfo (GTM) shares did the CFO acquire through vesting and conversion?

The CFO’s equity awards delivered 5,011 shares of ZoomInfo common stock. This includes 3,469 shares from restricted stock units and 1,542 shares from HSKB Phantom Units, each converting into one share of common stock upon vesting on May 1, 2026.

How many ZoomInfo (GTM) shares were withheld for the CFO’s taxes?

In total, 2,464 shares of common stock were withheld to satisfy tax obligations. The Form 4 shows two code F transactions: 1,706 shares and 758 shares withheld, both priced at $6.25 per share, directly tied to the vesting events disclosed.

What is the CFO’s ZoomInfo (GTM) shareholding after these Form 4 transactions?

After these transactions, the CFO holds 205,796 shares of ZoomInfo common stock directly. This post-transaction balance from the Form 4 indicates that the vesting and tax-withholding events represent a relatively small adjustment compared with his overall equity position.

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.

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Accepted by SEC EDGAR 05/05/2026 - 04:26 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Brien Michael Graham

(Last) (First) (Middle)

C/O ZOOMINFO TECHNOLOGIES INC.,

330 W COLUMBIA WAY, FLOOR 8

(Street)

VANCOUVER WASHINGTON 98660

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ GTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		M(1)		1,542	A	(1)	205,796	D
Common Stock	05/01/2026		M(2)		3,469	A	(2)	209,265	D
Common Stock	05/01/2026		F(3)		758	D	$6.25	208,507	D
Common Stock	05/01/2026		F(4)		1,706	D	$6.25	206,801	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
HSKB Phantom Units	(1)	05/01/2026		M(1)			1,542	(5)	(5)	Common Stock	1,542	$0	3,083	D
Restricted Stock Units	(2)	05/01/2026		M(2)			3,469	(6)	(6)	Common Stock	3,469	$0	20,813	D

Explanation of Responses:

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.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

3. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.

4. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.

5. 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.

6. 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.

Remarks:

	/s/ Meredith Weisshaar, as Attorney-in-Fact	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)