Form 4: ZoomInfo General Counsel Reports Routine RSU Vesting and Stock Sales Under 10b5-1 Plan

ZoomInfo Technologies Inc.'s General Counsel, Ashley McGrane, reported the vesting of restricted stock units and subsequent sales of common stock, including shares withheld for tax liabilities, all executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Ashley McGrane, General Counsel and Corporate Secretary of ZoomInfo Technologies Inc., reported transactions on July 1, 2025, and July 2, 2025.
• On July 1, 2025, McGrane acquired a total of 6,410 shares of Common Stock through the vesting of Restricted Stock Units (RSUs), specifically 781, 611, 551, and 4,467 shares from different grant tranches.
• Following these acquisitions, McGrane's direct beneficial ownership of Common Stock increased from 19,902 to 25,531 shares before subsequent dispositions.
• On July 1, 2025, 1,884 shares were disposed of at a price of $10.12 per share to cover tax liabilities associated with the RSU vesting.
• On July 1, 2025, 1,240 shares were sold at a weighted average price of $10.0884, with individual transactions ranging from $10.04 to $10.14.
• On July 2, 2025, an additional 1,398 shares were sold at a weighted average price of $10.0493, with individual transactions ranging from $9.94 to $10.15.
• All reported sales transactions were executed pursuant to a Rule 10b5-1 trading plan.
• After all reported transactions, Ashley McGrane's direct beneficial ownership of ZoomInfo Common Stock is 21,009 shares.
• The Reporting Person retains beneficial ownership of 66,184 Restricted Stock Units, comprising 5,469, 5,505, 6,067, and 49,143 units from various grants with future vesting schedules.

Sentiment

Score: 5

Explanation: Neutral. This is a routine Form 4 filing detailing pre-planned insider transactions (RSU vesting and sales for tax/liquidity) and does not contain information that would significantly alter the company's fundamental outlook or investor sentiment. The transactions are expected and part of standard executive compensation practices.

Positives

• The vesting of Restricted Stock Units indicates continued equity compensation for a key executive, aligning their interests with shareholders.
• The transactions were conducted under a Rule 10b5-1 trading plan, which demonstrates pre-planning and helps mitigate concerns about insider trading based on non-public information.

Negatives

• Sales of common stock by a key executive, even if pre-planned, can sometimes be perceived negatively by investors, though these are often for liquidity or tax purposes and are routine for equity compensation.

Future Outlook

The document details future vesting schedules for Restricted Stock Units, indicating continued equity compensation for the General Counsel through at least 2028, based on the 36-month vesting periods following April 1, 2025, for some grants.

Management Comments

• Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
• Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.
• The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
• The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $10.04 to $10.14, inclusive.
• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
• The Reporting Person received an original grant of restricted stock units on March 23, 2023, which vest in equal quarterly installments during the 27 months following January 1, 2025.
• The Reporting Person received an original grant of restricted stock units on October 25, 2023, which vest in equal quarterly installments during the 33 months following January 1, 2025.
• The Reporting Person received an original grant of restricted stock units on March 26, 2024, which vest as follows: (a) 25% on April 1, 2025; and (b) the remainder of the award in equal quarterly installments during the 36 months following April 1, 2025.
• The Reporting Person received an original grant of restricted stock units on July 24, 2024, which vest as follows: (a) 25% on April 1, 2025; and (b) the remainder of the award in equal quarterly installments during the 36 months following April 1, 2025.

Industry Context

Form 4 filings are standard disclosures for insider transactions across all publicly traded companies. The sales of shares by an executive, particularly when tied to RSU vesting and executed under a Rule 10b5-1 plan, are common practices for managing personal finances and tax obligations, and do not inherently signal a change in company outlook or broader industry trends. This type of transaction is typical for executives receiving equity compensation.

Comparison to Industry Standards

• This Form 4 filing is a routine disclosure of insider transactions, consistent with SEC regulations for executive equity compensation and sales.
• The use of a Rule 10b5-1 plan aligns with best practices for corporate governance, providing a pre-arranged framework for stock sales that mitigates concerns about insider trading.
• There are no specific comparable companies, projects, or results mentioned in this filing, as it focuses solely on an individual's transactions and compliance with reporting requirements.

Stakeholder Impact

• Shareholders: The sales represent a minor disposition of shares by an executive, which is a common occurrence following RSU vesting. The use of a 10b5-1 plan provides transparency and indicates pre-planned activity, generally mitigating concerns about adverse insider sentiment.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Continued vesting of remaining Restricted Stock Units according to their respective schedules (e.g., quarterly installments following January 1, 2025, or April 1, 2025).
• Potential future sales or acquisitions by the Reporting Person, which would be disclosed in subsequent Form 4 filings.

Key Dates

Recommendation

Keywords

ZoomInfo Technologies Inc., GTM, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sales, Rule 10b5-1 Plan, Executive Compensation, Ashley McGrane