GTM Form 4: General Counsel Reports RSU Vesting, Tax Withholdings, and 10b5-1 Sales

Rhea-AI Filing Summary

Insider transactions at ZoomInfo Technologies Inc. (GTM): Ashley McGrane, General Counsel and Corporate Secretary, reported multiple equity and derivative transactions dated September 1-3, 2025. Restricted stock units and HSKB phantom units vested into shares (totaling 1,318 shares acquired on vesting dates) and certain shares were withheld to cover tax obligations. Separately, shares were sold under a Rule 10b5-1 trading plan at prices of $10.40 and $10.23, reducing beneficial ownership from 17,351 to 16,583 shares by September 3, 2025. Transactions were filed by a single reporting person and signed by an attorney-in-fact.

Positive

• Use of a Rule 10b5-1 trading plan for the sales, which supports compliance with insider trading rules
• Transparent reporting showing vesting events, tax-withholding dispositions, and sale prices
• Documentation of tax withholding to cover liabilities from RSU and phantom unit vesting

Negative

• Insider sold shares (453 and 286 shares) at ~$10.40 and ~$10.23 respectively, reducing beneficial ownership
• Net beneficial ownership declined from 17,351 to 16,583 shares over the reporting period

Insights

Securities Compliance Analyst

TL;DR Insider reported routine vesting and tax-withholding with subsequent Rule 10b5-1 sales; filings appear compliant and contemporaneous.

The Form 4 shows standard compensation-related vesting (restricted stock units and phantom units) converted to common shares and immediate tax-withholding dispositions. The sales on September 2-3, 2025 were executed pursuant to a pre-established Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly documented. Reporting is complete with transaction codes and amounts, and the form is signed by an attorney-in-fact. This pattern is typical for executive equity compensation realization and tax settlement.

Corporate Governance Specialist

TL;DR Activity reflects compensation vesting and planned disposals rather than ad-hoc insider sales.

The entries indicate planned dispositions and tax withholdings rather than opportunistic trading: multiple M codes denote vesting-driven acquisitions; F and S codes show share withholding and Rule 10b5-1 sales. The filings disclose the decrement in beneficial ownership from 17,351 to 16,583 shares across the reported dates. From a governance perspective, use of a 10b5-1 plan and prompt reporting support transparency. The filing contains clear explanations for each coded transaction.

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
Estimated average burden
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).

X

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^*

McGrane Ashley

(Last) (First) (Middle)

C/O ZOOMINFO TECHNOLOGIES INC.,

330 W COLUMBIA WAY, FLOOR 8

(Street)

VANCOUVER WA 98660

(City) (State) (Zip)

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)
	General Counsel and Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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

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

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

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	09/01/2025		M(1)		959	A	(1)	17,351	D
Common Stock	09/01/2025		M(1)		207	A	(1)	17,558	D
Common Stock	09/01/2025		M(2)		152	A	(2)	17,710	D
Common Stock	09/01/2025		F(3)		343	D	$10.9	17,367	D
Common Stock	09/01/2025		F(4)		45	D	$10.9	17,322	D
Common Stock	09/02/2025		S(5)		453	D	$10.4	16,869	D
Common Stock	09/03/2025		S(5)		286	D	$10.23	16,583	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
Restricted Stock Units	(1)	09/01/2025		M(1)			959	(6)	(6)	Common Stock	959	$0	0	D
Restricted Stock Units	(1)	09/01/2025		M(1)			207	(7)	(7)	Common Stock	207	$0	846	D
HSKB Phantom Units	(2)	09/01/2025		M(2)			152	(8)	(8)	Common Stock	152	$0	152	D

Explanation of Responses:

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

2. 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.

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

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

5. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

6. The Reporting Person received an original grant of restricted stock units on September 1, 2021, which vest in equal quarterly installments during the 9 months following December 1, 2024.

7. The Reporting Person received an original grant of restricted stock units on September 1, 2022, which vest in equal quarterly installments during the 21 months following December 1, 2024.

8. The Reporting Person received an original grant of HSKB Phantom Units on December 1, 2021, which vest in equal quarterly installments during the 12 months following December 1, 2024.

Remarks:

	/s/ Meredith Weisshaar, as Attorney-in-Fact	09/03/2025
	** 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.

FAQ

What transactions did Ashley McGrane report on Form 4 for ZoomInfo (GTM)?

The filing reports vesting of restricted stock units and HSKB phantom units that converted into shares, tax-withholding dispositions, and sales executed under a Rule 10b5-1 plan.

How many shares did the reporting person own after the transactions?

Beneficial ownership decreased to 16,583 shares following the reported transactions on September 3, 2025.

Were any shares sold under a pre-established trading plan?

Yes. The Form 4 notes that the sales on September 2 and 3, 2025 were effected pursuant to a Rule 10b5-1 trading plan.

What prices were the shares sold for in the reported transactions?

Reported sale prices were $10.40 for 453 shares and $10.23 for 286 shares.

What caused the acquisitions of shares on September 1, 2025?

Acquisitions were from the vesting of restricted stock units and HSKB phantom units awarded in prior grant dates.