Form 4: ZoomInfo General Counsel Sells Over 5,000 Shares Following RSU Vesting

Ashley McGrane, General Counsel and Corporate Secretary of ZoomInfo Technologies Inc., reported the sale of 5,270 shares of common stock for approximately $50,400, alongside the vesting and tax-related disposition of other shares, and a new grant of 100,000 Restricted Stock Units.

Summary

• Ashley McGrane, General Counsel and Corporate Secretary of ZoomInfo Technologies Inc. (GTM), reported multiple transactions involving the company's common stock and derivative securities.
• On May 30, 2025, Ms. McGrane acquired 100,000 Restricted Stock Units (RSUs) at a price of $0, which will vest 33% on April 1, 2026, with the remainder vesting in equal quarterly installments over the subsequent 24 months.
• On June 1, 2025, Ms. McGrane converted 959 RSUs and 206 RSUs into common stock, and 152 HSKB Phantom Units into common stock.
• Also on June 1, 2025, 343 shares were disposed of at $9.55 per share to cover tax liabilities related to RSU vesting, and 45 shares were disposed of at $9.55 per share for tax liabilities related to HSKB Phantom Unit vesting.
• On June 2, 2025, Ms. McGrane sold 4,698 shares of common stock at a weighted average price of $9.5632 per share, with transactions ranging from $9.51 to $9.63.
• On June 3, 2025, an additional 572 shares of common stock were sold at a weighted average price of $9.7111 per share, with transactions ranging from $9.65 to $9.75.
• Both sales on June 2nd and 3rd were executed pursuant to a Rule 10b5-1 trading plan.
• Following these transactions, Ms. McGrane's direct beneficial ownership of common stock stands at 19,121 shares, in addition to 100,000 unvested Restricted Stock Units.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the insider selling by a key executive, even though it was pre-planned. While a new RSU grant is positive, the immediate disposition of shares often overshadows such grants in market perception, suggesting a potential lack of immediate upside conviction or a need for liquidity.

Positives

• The reporting person received a new grant of 100,000 Restricted Stock Units (RSUs) on May 30, 2025, indicating continued long-term incentive alignment with the company's performance.
• Existing Restricted Stock Units and HSKB Phantom Units vested and converted into common stock, demonstrating the realization of previously granted equity compensation.

Negatives

• The General Counsel sold a total of 5,270 shares of common stock over two days (June 2 and June 3, 2025), which could be perceived as a negative signal by the market, despite being part of a pre-arranged 10b5-1 plan.
• A total of 388 shares were withheld to cover tax liabilities in connection with the vesting of restricted stock units and HSKB Phantom Units, reducing the net shares received by the reporting person.

Future Outlook

The document primarily details past transactions and vesting schedules. The future outlook is limited to the vesting schedule of the newly granted 100,000 Restricted Stock Units, with the first 33% vesting on April 1, 2026, and the remainder in equal quarterly installments over the subsequent 24 months.

Management Comments

• The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

Industry Context

This Form 4 filing reflects routine insider transactions for a publicly traded technology company. Such filings are common for executives managing their equity compensation and personal financial planning, often through pre-arranged 10b5-1 trading plans to avoid accusations of trading on material non-public information. The sales by a General Counsel are typical for executives diversifying their holdings or covering tax obligations from vested equity.

Stakeholder Impact

• Shareholders: Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment and potentially put downward pressure on the stock price, as it may be perceived as a lack of confidence from a key executive.
• Employees: The grant of new Restricted Stock Units to a key executive reinforces the company's long-term incentive structure, which can be a positive signal regarding executive retention and alignment with company performance.

Next Steps

• The newly granted 100,000 Restricted Stock Units will begin vesting on April 1, 2026 (33%), with the remainder vesting in equal quarterly installments over the following 24 months.

Key Dates

Recommendation

Keywords

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