O'Brien Michael Graham 4

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.