SCHEDULE: HighSage Ventures Updates ZoomInfo Stake via Swap

HighSage Ventures and Jennifer Stier filed an amendment to their Schedule 13D regarding their investment in ZoomInfo Technologies Inc.

Summary

• HighSage Ventures LLC and Jennifer Stier filed Amendment No. 2 to their Schedule 13D regarding their holdings in ZoomInfo Technologies Inc.
• HighSage Ventures reports beneficial ownership of 14,479,835 shares, representing 4.9% of the outstanding common stock.
• Jennifer Stier reports beneficial ownership of 20,410,148 shares, representing 6.9% of the outstanding common stock.
• The reporting persons entered into a cash-settled total return swap on June 12, 2026, providing economic exposure to an additional 2,500,000 shares.
• The swap has a five-year maturity and a reference price of $2.8088 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral disclosure; while it indicates continued interest from significant shareholders, it also introduces potential volatility through the mention of possible future corporate restructuring.

Positives

• The reporting persons maintain a significant equity position in the company, signaling continued interest.
• The use of a cash-settled swap allows the investors to gain economic exposure without immediate capital outlay for physical shares.

Negatives

• The reporting persons have explicitly reserved the right to pursue extraordinary corporate transactions, including potential mergers, reorganizations, or de-listing, which may introduce uncertainty.
• The reporting persons may seek changes to management or the Board of Directors.

Risks

• Potential for future activist engagement or pressure on the company to change its corporate structure or business strategy.
• Market volatility associated with the reporting persons' ability to buy or sell large blocks of shares in the open market.
• The cash-settled swap does not grant voting rights, but the underlying economic interest may influence the investors' future strategic demands.

Future Outlook

The reporting persons intend to review their investment on a continuing basis and may engage in discussions with management or the Board regarding potential extraordinary corporate transactions, including mergers, reorganizations, or changes to capital structure.

Management Comments

• The reporting persons may engage in discussions with management, the Board, or other securityholders to explore extraordinary corporate transactions.

Industry Context

StockSavvy.ai notes that the use of cash-settled swaps by institutional investors is a common strategy to build economic exposure while avoiding the immediate regulatory and disclosure requirements associated with direct share ownership, often signaling a long-term strategic interest in the target company's valuation.

Comparison to Industry Standards

• The filing follows standard SEC disclosure requirements for beneficial owners exceeding 5% of a class of equity securities.
• The use of total return swaps is consistent with standard practices among hedge funds and private equity firms to manage economic exposure in public technology companies.

Stakeholder Impact

• Shareholders may experience increased volatility due to the potential for activist-led corporate restructuring.
• Management may face increased pressure to evaluate strategic alternatives.

Next Steps

• Ongoing evaluation of the Issuer's business and financial condition.
• Potential discussions with management and the Board regarding corporate strategy.
• Possible future acquisition or sale of additional securities.

Key Dates

Recommendation

The filing indicates that significant shareholders are actively monitoring the company and considering strategic changes, which suggests a period of uncertainty that warrants a hold position until further clarity on their intentions emerges.

Keywords

ZoomInfo, HighSage Ventures, Schedule 13D, Total Return Swap, Activist Investing, Corporate Governance