O'Brien Michael Graham 4
4 · ZoomInfo Technologies Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
ZoomInfo (GTM) CFO Michael O'Brien Exercises Awards; Shares Withheld
What Happened
Michael Graham O'Brien, Chief Financial Officer of ZoomInfo Technologies (GTM), converted/settled award units into 5,011 shares of common stock on May 1, 2026. To cover tax withholding from the vesting/conversion, 2,464 shares were surrendered at $6.25 each for total tax withholding of $15,401. After withholding, O'Brien netted 2,547 newly issued shares. The transactions reflect settlement of previously granted phantom units and restricted stock units rather than an open-market purchase or sale.
Key Details
- Transaction date: 2026-05-01; Form 4 filed 2026-05-05 (filed on time under the 2-business-day rule).
- Gross shares issued on conversion: 5,011 (1,542 + 3,469 from award conversions).
- Shares withheld for taxes: 2,464 (758 + 1,706) at $6.25/share = $15,401 withheld.
- Net new shares retained by insider: 2,547.
- Exercise/conversion reported as derivative activity (code M); withholding reported as payment of tax liability (code F).
- Footnotes: phantom units (HSKB Phantom Units) converted one-for-one into common stock; restricted stock units represent contingent rights to shares; withholding reflects shares used to cover tax obligations. Vest schedules: HSKB phantom units vest quarterly over 24 months following Nov 1, 2024; RSUs vest quarterly over 36 months following Nov 1, 2024.
- Shares owned after the transaction: not specified in this Form 4.
Context
- These entries reflect award settlement and routine tax withholding (common for RSUs/phantom-unit vesting), not an open-market sale or purchase.
- Because shares were withheld to cover tax, this is effectively a cashless withholding arrangement—not a directional buy or sell signal.
- No indication in the filing of a 10b5-1 plan, gifts, or open-market transactions.
Insider Transaction Report
Form 4
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-01+1,542→ 205,796 total - Exercise/Conversion
Common Stock
[F2]2026-05-01+3,469→ 209,265 total - Tax Payment
Common Stock
[F3]2026-05-01$6.25/sh−758$4,738→ 208,507 total - Tax Payment
Common Stock
[F4]2026-05-01$6.25/sh−1,706$10,663→ 206,801 total - Exercise/Conversion
HSKB Phantom Units
[F1][F5]2026-05-01−1,542→ 3,083 total→ Common Stock (1,542 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-05-01−3,469→ 20,813 total→ Common Stock (3,469 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|2026-05-05