Form 4: ZI Insider RSU Vesting and 10b5-1 Sale Reduces Holdings to 44,168

Rhea-AI Filing Summary

ZoomInfo Technologies insider activity: This Form 4 reports transactions by James M. Roth, the company's Chief Revenue Officer. Multiple restricted stock units (RSUs) vested on or about September 1, 2025, representing 623, 387, 344 and 11,765 units that converted into common stock. The reporting person had shares withheld to cover taxes for 6,540 shares related to vesting. Pursuant to a Rule 10b5-1 trading plan, 3,288 shares were sold on September 3, 2025, at a weighted average price of $10.259 per share. Following these transactions the reporting person beneficially owned 44,168 shares.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating preplanned sale rather than opportunistic timing
• Clear disclosure of RSU vesting and tax-withheld shares, enabling precise tracking of insider holdings

Negative

• Reporting person's beneficial ownership decreased materially from 53,996 to 44,168 shares
• Reported sale price ($10.259 weighted average) may be below recent higher reference prices (if comparing externally), but no such comparison is in this filing

Insights

Corporate Governance Expert

TL;DR: Officer vested multiple RSUs and executed a preplanned sale under a 10b5-1 plan, with tax withholding reducing net shares.

The filing documents routine equity compensation vesting and a Rule 10b5-1 sale by the Chief Revenue Officer. The conversion of RSUs into shares and subsequent tax-withholding are standard. The 10b5-1 sale indicates the disposition was executed under a pre-established plan, which typically reduces concerns about opportunistic insider timing. The net beneficial ownership decreased from 53,996 to 44,168 shares after the reported activity.

Securities Analyst

TL;DR: Material share change is moderate; sale size and price are explicit and consistent with compensation monetization.

The report quantifies the RSU vesting and a small-volume sale at a weighted average of $10.259. The 3,288-share sale represents a partial monetization of vested equity rather than a large, unplanned divestiture. Withheld shares for taxes (6,540) and the resulting ownership level (44,168) are clearly stated, allowing straightforward calculation of dilution and insider selling activity for investor models.

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^*

Roth James M

(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)
	Chief Revenue Officer

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)		623	A	(1)	41,500	D
Common Stock	09/01/2025		M(1)		387	A	(1)	41,887	D
Common Stock	09/01/2025		M(1)		344	A	(1)	42,231	D
Common Stock	09/01/2025		M(1)		11,765	A	(1)	53,996	D
Common Stock	09/01/2025		F(2)		6,540	D	$10.9	47,456	D
Common Stock	09/03/2025		S(3)		3,288	D	$10.259(4)	44,168	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)			623	(5)	(5)	Common Stock	623	$0	623	D
Restricted Stock Units	(1)	09/01/2025		M(1)			387	(6)	(6)	Common Stock	387	$0	1,161	D
Restricted Stock Units	(1)	09/01/2025		M(1)			344	(7)	(7)	Common Stock	344	$0	1,377	D
Restricted Stock Units	(1)	09/01/2025		M(1)			11,765	(8)	(8)	Common Stock	11,765	$0	0	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 shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.

3. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $10.15 to $10.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The Reporting Person received an original grant of restricted stock units on December 1, 2022, which vest in equal quarterly installments during the 12 months following December 1, 2024.

6. The Reporting Person received an original grant of restricted stock units on June 1, 2022, which vest in equal quarterly installments during the 18 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 restricted stock units on August 26, 2024, which vest as follows: (a) 50% on March 1, 2025; and (b) 50% on September 1, 2025.

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 did ZoomInfo (ZI) insider James M. Roth do according to this Form 4?

The Chief Revenue Officer had multiple RSUs vest on 09/01/2025, had 6,540 shares withheld for taxes, and sold 3,288 shares on 09/03/2025 under a Rule 10b5-1 plan at a weighted average price of $10.259.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions the reporting person beneficially owned 44,168 shares.

Were the sales preplanned or discretionary?

The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan, indicating it was preplanned.

Why were shares withheld and how many were withheld for taxes?

Shares were withheld to cover the reporting person's tax liability related to RSU vesting; 6,540 shares were withheld as reported.

What was the weighted average sale price for the shares sold?

The weighted average price reported for the 3,288 shares sold was $10.259, with individual execution prices ranging from $10.15 to $10.38.