O'Brien Michael Graham 4

What Happened

• Michael Graham O'Brien, Chief Financial Officer of ZoomInfo Technologies (GTM), had a total of 66,690 restricted stock units (RSUs) convert into common shares on July 1, 2026. Of those, 32,781 shares were withheld to cover the tax liability (payment reported as code F) at a reported per-share value of $2.93, for a total withholding value of $96,048. The remaining net shares received by O'Brien were 33,909.
• These transactions are vesting/conversion of RSUs (transaction code M), not an open-market purchase or a voluntary sale—tax-withholding via share withholding is routine.

Key Details

• Transaction date: July 1, 2026; Form filed July 6, 2026.
• Converted (acquired) shares: 66,690 (aggregate of multiple RSU grants).
• Shares withheld for taxes (disposed): 32,781 at $2.93 each = $96,048.
• Net shares retained: 66,690 − 32,781 = 33,909.
• Transaction codes: M = exercise/conversion of derivative (RSU vesting); F = payment of tax liability via share withholding.
• Footnotes: F1–F8 explain that these were RSUs (each converts to one share) from multiple grants (grants dated Dec 30, 2022; Mar 23, 2023; Oct 25, 2023; Sep 10, 2024; May 15, 2025; May 29, 2026) with various vesting schedules. F2 specifically notes shares were withheld to cover the reporting person’s tax liability.
• Shares owned after the transaction: not specified in the provided filing.

Context

• This was a standard RSU vesting event with a cashless component (shares withheld to satisfy taxes), not an open-market sale that would signal directional selling pressure. Such withholding is common and required for tax purposes.
• For retail investors, vested awards converted to shares are routine compensation events; they do not necessarily indicate management sentiment about the stock price.