O'Brien Michael Graham 4

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.