O'Brien Michael Graham 4

What Happened
Michael Graham O'Brien, Chief Financial Officer of ZoomInfo (GTM), received a grant of 393,750 restricted stock units (RSUs) on May 29, 2026. On June 1, portions of RSUs converted/vested into common shares (542 shares total: 214 + 328). Of those vested shares, 268 were withheld to cover taxes (payment recorded at $3.33/share, total $892), leaving a net 274 shares issued to O'Brien. The grant is an award (not an open‑market buy or sale); the withholding is a routine tax payment.

Key Details

• Filing date: June 2, 2026; Report period: May 29, 2026. Transactions occurred June 1, 2026. Filing appears timely.
• Award: 393,750 RSUs granted 2026-05-29 @ $0.00 (derivative award). Vesting schedule: equal quarterly installments during the 24 months following April 1, 2026 (footnote F3).
• Conversion/vesting on 2026-06-01: 214 and 328 RSUs converted to shares (total 542). Two corresponding conversion entries are reported.
• Tax withholding (code F) on 2026-06-01: 268 shares withheld at ~$3.33/share for $892. Net issued to insider from this vesting event: 274 shares (542 − 268).
• Footnotes: F1 = each RSU converts to one share; F2 = shares withheld to cover tax liability; F3–F5 describe vesting schedules for this and prior RSU grants.
• Shares owned after the transactions: not disclosed in the provided filing details.

Context
RSUs are a form of compensation representing a contingent right to receive common stock upon vesting. The reported conversion/withholding is routine compensation-related activity — the award increases potential future ownership as remaining RSUs vest over time. The tax‑withholding is a common mechanism for covering withholding obligations and does not necessarily signal a voluntary sale of shares.