HighSage, Stier amend ZoomInfo stake; GTM-linked group adds swap exposure

Rhea-AI Filing Summary

HighSage Ventures LLC and Jennifer Stier filed Amendment No. 2 to their Schedule 13D on ZoomInfo Technologies Inc., updating their beneficial ownership and derivative exposure. HighSage reports beneficial ownership of 14,479,835 shares of common stock, representing 4.9% of the class, based on 294,718,034 shares outstanding as of April 30, 2026. Stier reports beneficial ownership of 20,410,148 shares, or 6.9% of the same share base.

The reporting persons state they hold the position for investment purposes and may buy more, sell, or pursue a wide range of potential corporate actions, including mergers, going‑private transactions, asset sales, security offerings, stock repurchases, or board and management changes. On June 12, 2026, entities managed directly or indirectly by them entered into a cash-settled total return swap providing economic exposure to 2,500,000 additional shares at a reference price of $2.8088, with a five‑year maturity. They emphasize the swap does not convey voting or dispositive power, and they disclaim beneficial ownership of the shares referenced by the swap.

Insights

Equity ownership and activism analyst

Investors see an updated sizable ZoomInfo stake with added swap exposure and possible strategic activism.

HighSage Ventures LLC and Jennifer Stier report beneficial ownership of 4.9% and 6.9% of ZoomInfo common stock, respectively, based on 294,718,034 shares outstanding as of April 30, 2026. This amendment formalizes their position and intentions rather than announcing a new transaction.

The filing outlines broad flexibility: they may increase or reduce holdings, use derivatives, and discuss potential mergers, going‑private deals, capital structure changes, or board and management changes with the company and other parties. This language signals an openness to strategic or activist-style engagement, though no specific plan is committed.

Entities managed by the reporting persons also entered a cash‑settled total return swap for economic exposure to 2,500,000 shares at a reference price of $2.8088 with a five‑year maturity. Because the swap conveys no voting or dispositive power and is explicitly disclaimed as beneficial ownership, its significance lies in added economic exposure rather than formal control.

Key Figures

HighSage beneficial ownership: 14,479,835 shares HighSage ownership percentage: 4.9% Stier beneficial ownership: 20,410,148 shares +4 more

7 metrics

HighSage beneficial ownership 14,479,835 shares Represents 4.9% of ZoomInfo common stock based on 294,718,034 shares outstanding as of April 30, 2026

HighSage ownership percentage 4.9% Percent of ZoomInfo common stock class reported by HighSage Ventures LLC

Stier beneficial ownership 20,410,148 shares Represents 6.9% of ZoomInfo common stock based on 294,718,034 shares outstanding as of April 30, 2026

Stier ownership percentage 6.9% Percent of ZoomInfo common stock class reported by Jennifer Stier

Shares outstanding baseline 294,718,034 shares ZoomInfo common stock outstanding as of April 30, 2026, per Form 10-Q

Swap reference shares 2,500,000 shares Aggregate ZoomInfo share exposure of cash-settled total return swap entered June 12, 2026

Swap reference price $2.8088 per share Reference price for the five-year cash-settled total return swap

Key Terms

beneficial ownership, cash-settled total return swap, dispositive power, Schedule 13D, +1 more

5 terms

beneficial ownership financial

"The percentage of Common Stock beneficially owned by the Reporting Person is based on 294,718,034 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

cash-settled total return swap financial

"entered into a cash-settled total return swap (the "Cash-Settled Swap") with an unaffiliated third-party"

dispositive power financial

"does not provide the Swap Purchasers with the power to vote or direct the voting or dispose of or direct the disposition"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Amendment No. 2 to ("Amendment No. 2") amends and supplements the originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

extraordinary corporate transactions financial

"encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ZoomInfo Technologies Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

98980F104

(CUSIP Number)

Matthew P. O'Connor
200 Clarendon Street, 59th Floor,
Boston, MA, 02116
(617) 850-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98980F104

1

Name of reporting person

HighSage Ventures LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,479,835.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,479,835.00

11

Aggregate amount beneficially owned by each reporting person

14,479,835.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage of Common Stock (as defined herein) beneficially owned by the Reporting Person is based on 294,718,034 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's (as defined herein) quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission (the "Commission") on May 11, 2026.

SCHEDULE 13D

CUSIP Number(s): 98980F104

1

Name of reporting person

Jennifer Stier

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,410,148.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,410,148.00

11

Aggregate amount beneficially owned by each reporting person

20,410,148.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The percentage of Common Stock beneficially owned by the Reporting Person is based on 294,718,034 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Commission on May 11, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.01 per share
(b)	Name of Issuer: ZoomInfo Technologies Inc.
(c)	Address of Issuer's Principal Executive Offices: 330 W Columbia Way, Floor 8, Vancouver, WASHINGTON , 98660.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 21, 2025 (as amended to date, the "Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of ZoomInfo Technologies Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional (or potentially all) securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may also enter into financial instruments or other agreements, such as the Cash-Settled Swap (as defined below), with institutional or other counterparties that would increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer, which instruments or agreements may or may not affect the Reporting Persons' beneficial ownership in securities of the Issuer. In addition, the Reporting Persons may engage in discussions with management, the Issuer's board of directors (the "Board"), other securityholders of the Issuer and other relevant parties, or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including, for example a merger, reorganization or other corporate transaction that could result in the de-listing or de-registration of the Common Stock; a transaction in which the Reporting Persons, either independently or as part of a consortium with one or more other sources of equity capital, would acquire additional (or potentially all) of the equity or assets of the Issuer; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On June 12, 2026, entities managed directly or indirectly by the Reporting Persons (the "Swap Purchasers") entered into a cash-settled total return swap (the "Cash-Settled Swap") with an unaffiliated third-party financial institution, which provides the Swap Purchasers with economic exposure to an aggregate of 2,500,000 shares of Common Stock, and has a five-year maturity date and a reference price of $2.8088. The Cash-Settled Swap provides the Swap Purchasers with economic results that are comparable to the economic results of ownership, but does not provide the Swap Purchasers with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are the subject of the Cash-Settled Swap. The Swap Purchasers also do not have the right to convert the foregoing Cash-Settled Swap into shares of Common Stock at any time. As such, the Reporting Persons and the Swap Purchasers disclaim beneficial ownership of the shares subject to the Cash-Settled Swap.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HighSage Ventures LLC

Signature:	/s/ Matthew P. O'Connor
Name/Title:	Matthew P. O'Connor, Chief Legal Officer
Date:	06/16/2026

Jennifer Stier

Signature:	/s/ Jennifer Stier
Name/Title:	Jennifer Stier
Date:	06/16/2026

FAQ

What ownership stakes in ZoomInfo does GTM-related filer HighSage report in this Schedule 13D/A?

HighSage Ventures LLC reports beneficial ownership of 14,479,835 ZoomInfo common shares, equal to 4.9% of the class. This percentage is calculated using 294,718,034 shares outstanding as of April 30, 2026, as disclosed in ZoomInfo’s Form 10-Q for the quarter ended March 31, 2026.

How much ZoomInfo stock does reporting person Jennifer Stier disclose in the GTM-linked Schedule 13D/A?

Jennifer Stier reports beneficial ownership of 20,410,148 shares of ZoomInfo common stock, representing 6.9% of the class. This percentage also relies on 294,718,034 shares outstanding as of April 30, 2026, as reported in ZoomInfo’s quarterly Form 10-Q filed on May 11, 2026.

What derivative exposure to ZoomInfo shares is described in this GTM-related Schedule 13D/A amendment?

Entities managed by the reporting persons entered into a cash‑settled total return swap giving economic exposure to 2,500,000 ZoomInfo shares. The swap has a five‑year maturity and a reference price of $2.8088, but provides no voting or dispositive power over the referenced shares.

Do the GTM-affiliated reporting persons claim beneficial ownership of ZoomInfo shares referenced in the swap?

The reporting persons explicitly disclaim beneficial ownership of the shares referenced in the cash‑settled total return swap. The instrument provides economic results similar to owning 2,500,000 shares but does not allow voting, directing votes, disposing of, or converting into ZoomInfo common stock.

What potential actions toward ZoomInfo do the GTM-related reporting persons contemplate in this filing?

The reporting persons state they acquired the securities for investment and may buy more, sell, or pursue various corporate actions. These include possible mergers, going‑private deals, asset sales, capital structure changes, stock repurchases, security offerings, or changes in management or board composition.

How do the GTM-linked reporting persons plan to evaluate their ZoomInfo investment over time?

They intend to review the investment on an ongoing basis, considering ZoomInfo’s business, financial condition, operations, prospects, security prices, market conditions, and alternative opportunities. Based on this assessment, they may adjust holdings, use derivatives, or engage with management, the board, and other stakeholders.