O'Brien Michael Graham 4

4 · ZoomInfo Technologies Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

ZoomInfo (GTM) CFO Michael O'Brien Exercises Phantom Units

What Happened

Michael Graham O'Brien, Chief Financial Officer of ZoomInfo Technologies (GTM), had Phantom Units and restricted stock units (RSUs) settle/vest on Feb 1, 2026. The filing reports conversion/acquisition of 5,010 shares (1,542 + 3,468) and the withholding of 1,978 shares to cover tax liabilities (609 + 1,369) at $8.05 per share, totaling $15,922 withheld. Net newly issued to O'Brien: 3,032 shares.
This was not an open-market buy or sale but a routine compensation settlement (exercise/conversion of derivative awards and RSU vesting) with shares withheld for taxes.

Key Details

Transaction date(s): February 1, 2026. Form filed: February 3, 2026 (timely filing).
Withholding/tax price: $8.05 per share; total shares withheld = 1,978; cash value withheld ≈ $15,922.
Shares acquired (gross): 5,010; shares retained (net): 3,032.
Reporting codes: M = exercise/conversion of derivative awards; F = shares withheld to pay tax liability.
Shares owned after the transaction: not specified in the provided filing details.
Relevant footnotes: F1/F5 – HSKB Phantom Units vested and settled one-for-one; F2/F6 – RSUs vested and convert one-for-one; F3/F4 – shares withheld to cover tax liabilities for the HSKB Phantom Units and RSUs.

Context

This is effectively a cashless settlement: derivative/RSU awards converted to stock and a portion withheld to satisfy tax withholding—common for executive compensation and not a directional trade signal.
Derivative/vesting items were originally granted in late 2023 (see footnotes) and vest in scheduled quarterly installments; these filings document routine vesting and tax withholding rather than an open-market purchase or sale.

Form 4

Period: 2026-02-01

CFO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-01+1,542→ 88,014 total
Exercise/Conversion
Common Stock
[F2]
2026-02-01+3,468→ 91,482 total
Tax Payment
Common Stock
[F3]
2026-02-01$8.05/sh−609$4,902→ 90,873 total
Tax Payment
Common Stock
[F4]
2026-02-01$8.05/sh−1,369$11,020→ 89,504 total
Exercise/Conversion
HSKB Phantom Units
[F1][F5]
2026-02-01−1,542→ 4,625 total
→ Common Stock (1,542 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-01−3,468→ 24,282 total
→ Common Stock (3,468 underlying)

Footnotes (6)

[F1]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.
[F2]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
[F3]Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.
[F4]Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.
[F5]The Reporting Person received an original grant of HSKB Phantom Units on December 1, 2023, which vest in equal quarterly installments during the 24 months following November 1, 2024.
[F6]The Reporting Person received an original grant of restricted stock units on December 29, 2023, which vest in equal quarterly installments during the 36 months following November 1, 2024.

Signature

/s/ Meredith Weisshaar, as Attorney-in-Fact|2026-02-03

1 file