ZI Form 4: Executive RSU and Phantom Unit Vesting, Tax Withholding Disclosed

Rhea-AI Filing Summary

Michael Graham O'Brien, CFO and Director of ZoomInfo Technologies Inc. (ZI), reported multiple equity vesting transactions on 09/01/2025. The filing shows the vesting of several restricted stock unit grants and HSKB Phantom Units that converted into common stock on a one-for-one basis, resulting in reported non-derivative share amounts ranging from 53,354 to 54,401 shares across the reported entries.

The report also discloses shares withheld to cover the reporting person’s tax obligations: 263 and 170 shares withheld at a price of $10.9 per share. The Form 4 is a standard disclosure of executive compensation vesting and related tax withholding; no option exercises, cash purchases, or sales beyond tax withholding are shown.

Positive

• Timely disclosure of multiple equity vesting events meeting Section 16 reporting requirements
• Use of share withholding to cover tax liabilities avoids open-market sales and potential signaling

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting increased direct holdings modestly; tax withholding used to settle obligations.

The filing documents scheduled vesting of multiple restricted stock unit awards and phantom units that settled into common shares on 09/01/2025, increasing the reporting person’s reported beneficial ownership in the low-50k share range. Two withholding events totaling 433 shares were used to satisfy tax liabilities at $10.90 per share, which is a common administrative step that reduces incremental share count rather than representing a market sale. This disclosure appears procedural and not material to company capital structure or outstanding share count at scale.

Corporate Governance Expert

TL;DR: Consistent with compensation plan vesting schedules; transparent Section 16 reporting meets disclosure expectations.

The Form 4 reflects vesting schedules granted in 2021 and 2022 and the settlement of HSKB Phantom Units as described in the explanations. The filing shows timely reporting and tax-withholding mechanics rather than discretionary insider trading. From a governance perspective, these entries align with typical executive remuneration practices and do not indicate unusual insider activity.

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

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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 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)
	CFO

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)		240	A	(1)	53,354	D
Common Stock	09/01/2025		M(1)		214	A	(1)	53,568	D
Common Stock	09/01/2025		M(1)		327	A	(1)	53,895	D
Common Stock	09/01/2025		M(2)		506	A	(2)	54,401	D
Common Stock	09/01/2025		F(3)		263	D	$10.9	54,138	D
Common Stock	09/01/2025		F(4)		170	D	$10.9	53,968	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)			240	(5)	(5)	Common Stock	240	$0	0	D
Restricted Stock Units	(1)	09/01/2025		M(1)			214	(6)	(6)	Common Stock	214	$0	855	D
Restricted Stock Units	(1)	09/01/2025		M(1)			327	(7)	(7)	Common Stock	327	$0	1,640	D
HSKB Phantom Units	(2)	09/01/2025		M(2)			506	(8)	(8)	Common Stock	506	$0	507	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 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.

6. 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.

7. The Reporting Person received an original grant of restricted stock units on December 1, 2022, which vest in equal quarterly installments during the 24 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.
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FAQ

What transactions did Michael O'Brien (ZI) report on 09/01/2025?

The Form 4 reports the vesting and settlement of multiple restricted stock units and HSKB Phantom Units into common stock on 09/01/2025.

How many shares were withheld to cover taxes in the Form 4 for ZI?

The filing discloses share withholding of 263 shares and 170 shares to cover tax liabilities at $10.90 per share.

What was the range of reported beneficial ownership following the transactions?

Following the reported transactions, the non-derivative share counts reported in the filing range from 53,354 to 54,401 shares, with a reported line showing 53,968 shares.

Do the transactions include any open-market purchases or sales?

No open-market purchases or discretionary sales are reported; the movements reflect vesting settlements and tax withholding.

Was any cash paid for these securities in the report?

No purchase prices are reported for the vested units; only the withholding events show a price of $10.9 per share used for tax withholding.