ZM Form 4: Routine RSU Vesting, Founder Retains 21.6M Class B Shares

Rhea-AI Filing Summary

Zoom Communications (ZM) – Form 4 filing (10 July 2025)

CEO Eric S. Yuan reported routine equity activity dated 8 July 2025:

• 68,453 Class A shares obtained through the automatic settlement (Code M) of previously granted Restricted Stock Units (RSUs). These shares were deposited into a family trust.
• 34,762 Class A shares were withheld by the company (Code F) at $77.17 per share to cover associated tax obligations; no open-market sale occurred.
• After the transactions, Yuan indirectly owns 33,691 Class A shares in the trust and still directly/indirectly controls 21.6 million Class B shares, which carry 10-to-1 voting power and are fully convertible to Class A shares at his discretion.
• Two tranches of RSUs (38,281 and 30,172) vested; the CEO retains 153,125 and 120,691 unvested units, respectively.

The filing reflects scheduled vesting and tax withholding rather than discretionary buying or selling, leaving Yuan’s economic and voting stake largely unchanged.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; tax-withheld shares, no open-market sale; CEO maintains dominant stake – neutral impact.

The Form 4 shows standard quarterly vesting of RSUs granted in 2022 and 2023. Shares withheld to satisfy taxes did not enter the market, and the exercise price was $0, so there is no direct cash outflow for Yuan and no signal of bearish sentiment. Post-transaction holdings remain substantial: 21.6 million Class B shares plus residual Class A and unvested RSUs, preserving founder control. From a valuation or liquidity perspective, dilution is negligible and already anticipated. I view the disclosure as non-impactful for near-term price action.

Corporate Governance Specialist

TL;DR: Founder-CEO’s control structure intact; filing affirms alignment, routine governance disclosure.

The filing reiterates the dual-class structure: Yuan’s 21.6 million Class B shares ensure he retains the majority of voting power. Conversion terms remain unchanged. The automatic vesting cycle and trustee arrangement signal ongoing succession planning without altering governance dynamics. No red flags appear regarding insider disposition or unusual transfers. Overall, the event is administratively routine with neutral governance implications.

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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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^*

Yuan Eric S.

(Last) (First) (Middle)

C/O ZOOM COMMUNICATIONS, INC.

55 ALMADEN BOULEVARD, 6TH FLOOR

(Street)

SAN JOSE CA 95113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoom Communications, Inc. [ ZM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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
Class A Common Stock	07/08/2025		M		68,453	A	$0	68,453	I	See footnote(1)
Class A Common Stock	07/08/2025		F(2)		34,762	D	$77.17	33,691	I	See footnote(1)

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	(3)	07/08/2025		M			38,281	(4)	(4)	Class A Common Stock	38,281	$0	153,125	D
Restricted Stock Units	(3)	07/08/2025		M			30,172	(5)	(5)	Class A Common Stock	30,172	$0	120,691	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	21,619,485		21,619,485	I	See footnote(1)

Explanation of Responses:

1. The shares are held of record by Zheng Yuan and Hongyu Zhang, cotrustees of the the 2018 Yuan and Zhang Revocable Trust, for which the Reporting Person and the Reporting Person's spouse serve as cotrustees.

2. Shares withheld by Issuer to satisfy the tax withholding obligation in connection with the vesting of Restricted Stock Units.

3. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's Class A Common Stock.

4. The reporting person received an award of restricted stock units on July 8, 2022, which will vest in equal quarterly installments over four years.

5. The Reporting Person received an award of restricted stock units on July 11, 2023 which will vest in equal quarterly installments over three years.

6. Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) six months following the death or incapacity of Mr. Yuan, (ii) six months following the date that Mr. Yuan ceases providing services to the Issuer, (iii) the date specified by the holders of a majority of the shares of Class B Common Stock, and (iv) the 15-year anniversary of the closing of the Issuer's initial public offering.

Remarks:

	/s/ Aparna Bawa, Attorney-in-Fact	07/10/2025
	** 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).
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FAQ

How many Zoom (ZM) shares did CEO Eric Yuan acquire on 8 July 2025?

68,453 Class A shares were issued to him upon RSU vesting.

Did the CEO sell any Zoom shares in the open market?

No. 34,762 shares were withheld by Zoom solely to cover taxes; no market sale occurred.

What was the share price used for the tax-withholding transaction?

The shares were valued at $77.17 each for withholding purposes.

How many Class B shares does Eric Yuan still control after the filing?

He continues to hold 21,619,485 Class B shares, convertible 1-for-1 into Class A shares.

What happens to Class B shares after Eric Yuan’s tenure?

Class B shares automatically convert to Class A under specified conditions, including six months after Yuan ceases service or by the 15-year IPO anniversary.