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0001794515false00017945152025-08-012025-08-010001794515dei:FormerAddressMember2025-08-012025-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2025
 
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39310
87-3037521
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

330 W Columbia Way, Floor 8, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 914-1220
 
805 Broadway Street, Suite 900, Vancouver, Washington 98660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
GTM
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition.
On August 4, 2025, ZoomInfo Technologies Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference. The information contained in Item 2.02 of this current report, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2025, the Board of Directors (the “Board”) of the Company appointed Michael Graham O’Brien, age 39, previously the Company’s Interim Chief Financial Officer, to the position of permanent Chief Financial Officer, effective August 1, 2025.
Mr. O’Brien has served as the Company’s Interim Chief Financial Officer since September 6, 2024. Prior to this, Mr. O’Brien held various roles at the Company with increasing levels of responsibility since December 2017, and most recently served as Vice President of FP&A since January 2023. Prior to joining the Company, Mr. O’Brien held accounting positions at RainKing Solutions from 2016 to 2017, and with Kaseya from 2008 to 2016. Mr. O’Brien holds a B.S. in accounting from Lehigh University and is a licensed CPA in the District of Columbia.
There are no family relationships between Mr. O’Brien and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. O’Brien that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
On July 31, 2025, in connection with his appointment as the Company’s permanent Chief Financial Officer, the Compensation Committee of the Board also approved an employment agreement effective as of August 1, 2025 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. O’Brien will serve as an at-will employee, receive an annual base salary of $470,000 and be eligible to earn a discretionary annual cash bonus with a bonus target amount equal to 60% of base salary. He will also be eligible to participate in the Company’s benefit plans generally. In addition, the Employment Agreement includes customary non-competition, non-solicitation, non-disparagement, confidentiality, and intellectual property covenants. Mr. O’Brien will also be entitled to certain severance and change in control benefits, pursuant to the Employment Agreement, in connection with certain qualifying termination events.



In connection with his appointment as the Company’s permanent Chief Financial Officer, Mr. O’Brien was also issued an award of (i) 276,924 time-based restricted stock units, one-third of which will vest on the first anniversary of August 1, 2025 (the “vesting commencement date”) and the remainder of which will vest in equal quarterly installments thereafter through the third anniversary of the vesting commencement date, and (ii) 161,905 performance-based restricted stock units, which may vest in three annual tranches, conditioned upon the satisfaction of free cash flow per share targets in each annual performance period, subject to Mr. O’Brien’s continuous employment and the terms of the Company’s 2020 Omnibus Incentive Plan (the “Plan”) and the applicable award agreement. For a more detailed description relating to the terms of the Plan and the foregoing award of time-based and performance based restricted stock units, refer to the section entitled “Executive Compensation Discussion and Analysis - Long-Term Equity Compensation” in the Company’s most recent proxy statement on Form DEF 14A filed on March 27, 2025.
Mr. O’Brien previously received 29,400 restricted stock units, which will vest on the first anniversary of his appointment as the Company’s permanent Chief Financial Officer, subject to his continuous employment.
As previously disclosed, on September 6, 2024, the Company entered into an offer letter agreement with Mr. O’Brien (the “Offer Letter”). Upon his appointment as Chief Financial Officer, the Offer Letter was terminated and its terms superseded by the terms of the Employment Agreement.
The foregoing summary of Mr. O’Brien’s employment arrangements is qualified in its entirety by reference to the Employment Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Item 7.01    Regulation FD Disclosure.
On August 4, 2025, the Company issued a press release announcing Mr. O’Brien’s appointment as the Company’s permanent Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.2 to this Report and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No. Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ZoomInfo Technologies Inc.
Date: August 4, 2025
By:     /s/ M. Graham O'Brien    
Name:  M. Graham O'Brien
Title:    Chief Financial Officer

EX-99.1 2 zi-8kex991x20250804.htm EX-99.1 Document
Exhibit 99.1

image96b.jpg
ZoomInfo Announces Second Quarter 2025 Financial Results

VANCOUVER, WA, August 4, 2025 - ZoomInfo (NASDAQ: GTM), the Go-To-Market Intelligence Platform, today announced its financial results for the second quarter ended June 30, 2025.
“We continued to deliver on our AI and data focused innovation roadmap resulting in another quarter of strong financial results,” said Henry Schuck, ZoomInfo Founder and CEO. “We are improving renewal and retention rates, expanding relationships with our largest customers, accelerating growth Upmarket, and embedding our data and agents into critical go-to-market workflows.”
Second Quarter 2025 Financial Highlights:
•GAAP Revenue of $306.7 million, an increase of 5% year-over-year.
•GAAP Operating income of $53.7 million and Adjusted operating income of $104.7 million.
•GAAP Operating income margin of 18% and Adjusted operating income margin of 34%.
•GAAP Cash flow from operations of $108.9 million and Unlevered free cash flow of $99.9 million.
Recent Business and Operating Highlights:
•Earned top ratings in TrustRadius’ Customer-Verified Awards demonstrating dedication to customer satisfaction with AI-powered GTM solutions and best-in-class product capabilities.
•Updated Copilot solution to deliver AI-fueled account insights from initial prospecting through outreach to upsell with improved signals, intelligence alerts and improved set-up with automated account tracking agents.
•Announced that Graham O’Brien, the Company's interim Chief Financial Officer, has been named Chief Financial Officer, effective immediately.
•Closed the quarter with 1,884 customers with $100,000 or greater in annual contract value, an increase of 16 from the prior quarter, and an increase of 87 year-over-year.
•As of June 30, 2025, 72% of the Company’s ACV was Upmarket.
•As of June 30, 2025, the Company’s net revenue retention rate improved sequentially to 89%.
•During the three months ended June 30, 2025, the Company repurchased 15.9 million shares of common stock at an average price of $9.22 per share, for an aggregate amount of $146.3 million.
1


Q2 2025 Financial Highlights (Unaudited)
($ in millions, except per share amounts)
GAAP Quarterly Results Change YoY Non-GAAP Quarterly Results Change YoY
Revenue $306.7 5%
Operating Income $53.7 NM* Adjusted Operating Income $104.7 28%
Operating Income Margin 18% Adjusted Operating Income Margin 34%
Net Income Per Share (Diluted) $0.07 Adjusted Net Income Per Share (Diluted) $0.25
Cash Flow from Operating Activities $108.9 (14)% Unlevered Free Cash Flow $99.9 (17)%
*Change YoY as a percentage is not meaningful due to the change from operating loss to income
The Company uses a variety of operational and financial metrics, including non-GAAP financial measures, to evaluate its performance and financial condition. The accompanying financial data includes additional information regarding these metrics and a reconciliation of non-GAAP financial information for historical periods to the most directly comparable GAAP financial measure. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Business Outlook:
Based on information available as of August 4, 2025, ZoomInfo is providing guidance for the third quarter and full year 2025 as follows:
Q3 2025 Prior FY 2025 FY 2025
GAAP Revenue $302 - $305 million $1.195 - $1.205 billion $1.215 - $1.225 billion
Non-GAAP Adjusted Operating Income $110 - $113 million $426 - $436 million $433 - $437 million
Non-GAAP Adjusted Net Income Per Share (Diluted) $0.24 - $0.26 $0.96 - $0.98 $0.99 - $1.01
Non-GAAP Unlevered Free Cash Flow Not Guided $420 - $440 million $422 - $442 million
Weighted Average Shares Outstanding 342 million 352 million 346 million
2


Conference Call and Webcast Information:
ZoomInfo will host a conference call today, August 4, 2025, to review its results at 4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time. To participate in the live conference call via telephone, please register here. Upon registering, a dial-in number and unique PIN will be provided to join the conference call.
The call will also be webcast live on the Company’s investor relations website at https://ir.zoominfo.com/, where related presentation materials will be posted prior to the conference call. Following the conference call, an archived webcast of the call will be available for one year on ZoomInfo’s Investor Relations website.
Upcoming Events:
ZoomInfo executives expect to participate in the following investor events:

•KeyBanc Technology Leadership Forum, Aug. 11, 2025
•Canaccord Growth Conference, Aug. 12, 2025
•Stifel Technology Executive Summit, Aug. 25, 2025
•Deutsche Bank Technology Conference, Aug. 28, 2025
•Goldman Sachs Communacopia and Technology Conference, Sep. 9, 2025
•Piper Sandler Growth Frontiers Conference, Sep. 11, 2025

For more information on specific events, presentation times, and webcast details (if available), visit the “News & Events” section of the Company’s investor relations website at https://ir.zoominfo.com. Conferences with presentations that are webcast, will be webcast live, and the replay will be available for a limited time.
Non-GAAP Financial Measures and Other Metrics:
To supplement our consolidated financial statements presented in accordance with GAAP, this press release contains non-GAAP financial measures, including Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Income, Adjusted Net Income Per Share, and Unlevered Free Cash Flow. We believe these non-GAAP measures are useful to investors in evaluating our operating performance because they eliminate certain items that affect period-over-period comparability and provide consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
3


Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided at the end of this press release for each historical non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty to predict certain items excluded from these non-GAAP financial measures; in particular, the effects of stock-based compensation expense, taxes and amounts under the exchange tax receivable agreement, deferred tax assets and deferred tax liabilities, and restructuring and transaction expenses. We expect the variability of these excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
We define Adjusted Operating Income as income (loss) from operations adjusted for, as applicable, (i) amortization of acquired technology and other acquired intangibles, (ii) equity-based compensation expense, (iii) restructuring and transaction-related expenses, (iv) integration costs and acquisition-related expenses, (v) and legal settlement. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by revenue.
We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) loss on debt modification and extinguishment, (ii) amortization of acquired technology and other acquired intangibles, (iii) equity-based compensation expense, (iv) restructuring and transaction-related expenses, (v) integration costs and acquisition-related expenses, (vi) legal settlement, (vii) TRA liability remeasurement (benefit) expense, (viii) other (income) loss, net and (ix) tax impacts of adjustments to net income (loss). We define Adjusted Net Income Per Share as Adjusted Net Income divided by diluted weighted average shares outstanding used for adjusted net income per share.
We define Unlevered Free Cash Flow as net cash provided by (used in) operating activities less (i) purchases of property and equipment and other assets, plus (ii) cash interest expense, (iii) cash payments related to restructuring and transaction-related expenses, (iv) cash payments related to integration costs and acquisition-related compensation, and (v) legal settlement payments. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.
Net revenue retention is a metric that we calculate based on customers of ZoomInfo at the beginning of the twelve-month period, and is calculated as: (a) the total ACV for those customers at the end of the twelve-month period, divided by (b) the total ACV for those customers at the beginning of the twelve-month period.
4


Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “might”, “objective”, “outlook”, “plan”, “potential”, “predict”, “projection”, “seek”, “should”, “target”, “trend”, “will”, “would” or the negative version of these words or other comparable words. Any statements in this press release regarding future revenue, earnings, margins, financial performance, expenses, estimates, cash flow, growth in free cash flow, results of changes in operational procedures, liquidity, or results of operations (including, but not limited to, the guidance provided under “Business Outlook”), and any other statements that are not historical facts are forward-looking statements. We have based our forward-looking statements on beliefs and assumptions based on information available to us at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may, and often do, vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.
Factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among other things: future economic, competitive, and regulatory conditions, potential future uses of cash, the successful integration of acquired businesses, and future decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Each forward-looking statement contained in this presentation speaks only as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
About ZoomInfo
ZoomInfo (NASDAQ: GTM) is the Go-To-Market Intelligence Platform that empowers businesses to grow faster with AI-ready insights, trusted data, and advanced automation. Its solutions provide more than 35,000 companies worldwide with a complete view of their customers, making every seller their best seller. ZoomInfo is a recognized leader in data privacy, with industry-leading GDPR and CCPA compliance and numerous data security and privacy certifications. For more information about how ZoomInfo can help businesses with go-to-market intelligence that accelerates revenue growth, please visit www.zoominfo.com.
5


Website Disclosure
ZoomInfo intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://ir.zoominfo.com/. Accordingly, you should monitor the investor relations portion of our website at https://ir.zoominfo.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about ZoomInfo when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at https://ir.zoominfo.com/.
###
Investor Contact:
Jeremiah Sisitsky
ir@zoominfo.com
Media Contact:
Meghan Barr
(203) 216-1878
pr@zoominfo.com




ZoomInfo Technologies Inc.
Condensed Consolidated Balance Sheets
(in millions, except share data)
June 30, December 31,
2025 2024
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 171.0  $ 139.9 
Short-term investments 5.9  — 
Accounts receivable, net 192.0  246.1 
Prepaid expenses and other current assets 60.7  58.6 
Income tax receivable 9.4  6.4 
Total current assets $ 439.0  $ 451.0 
Restricted cash, non-current $ 9.5  $ 9.1 
Property and equipment, net 137.6  112.6 
Operating lease right-of-use assets, net 130.8  90.9 
Intangible assets, net 246.4  275.8 
Goodwill 1,692.7  1,692.7 
Deferred tax assets 3,676.9  3,717.6 
Deferred costs and other assets, net of current portion 119.9  117.9 
Total assets $ 6,452.8  $ 6,467.6 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 16.1  $ 16.6 
Accrued expenses and other current liabilities 98.4  123.0 
Unearned revenue, current portion 469.4  473.8 
Income taxes payable 0.1  0.6 
Current portion of tax receivable agreements liability 22.8  22.3 
Current portion of operating lease liabilities 6.7  9.9 
Current portion of long-term debt 5.9  5.9 
Total current liabilities $ 619.4  $ 652.1 
Unearned revenue, net of current portion $ 2.9  $ 4.1 
Tax receivable agreements liability, net of current portion 2,726.2  2,740.2 
Operating lease liabilities, net of current portion 226.4  151.2 
Long-term debt, net of current portion 1,320.0  1,221.8 
Deferred tax liabilities 2.5  2.4 
Other long-term liabilities 3.4  2.3 
Total liabilities $ 4,900.8  $ 4,774.1 
Stockholders' Equity:
Common stock, par value $0.01 $ 3.1  $ 3.4 
Additional paid-in capital 1,175.9  1,362.9 
Accumulated other comprehensive income 9.8  14.8 
Retained earnings 363.2  312.4 
Total stockholders' equity $ 1,552.0  $ 1,693.5 
Total liabilities and stockholders' equity $ 6,452.8  $ 6,467.6 
7


ZoomInfo Technologies Inc.
Consolidated Statements of Operations
(in millions, except per share amounts; unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue $ 306.7  $ 291.5  $ 612.4  $ 601.6 
Cost of revenue:
Cost of service(1)
40.1  36.3  77.9  70.2 
Amortization of acquired technology 9.4  9.6  18.9  19.1 
Gross profit $ 257.2  $ 245.6  $ 515.6  $ 512.3 
Operating expenses:
Sales and marketing(1)
106.3  100.5  212.3  200.1 
Research and development(1)
44.6  48.3  95.7  92.0 
General and administrative(1)
47.3  111.3  93.1  186.4 
Amortization of other acquired intangibles
5.3  5.5  10.5  10.8 
Total operating expenses
$ 203.5  $ 265.6  $ 411.6  $ 489.3 
Income (Loss) from operations
$ 53.7  $ (20.0) $ 104.0  $ 23.0 
Interest expense, net
10.7  9.8  20.5  19.9 
Loss on debt modification and extinguishment
—  0.7  —  0.7 
Other income, net
(14.0) (5.9) (13.1) (2.5)
Income (Loss) before income taxes
$ 57.0  $ (24.6) $ 96.6  $ 4.9 
Provision for (Benefit from) income taxes
33.0  (0.2) 45.8  14.2 
Net income (loss) $ 24.0  $ (24.4) $ 50.8  $ (9.3)
Net income (loss) per share of common stock:
Basic $ 0.07  $ (0.07) $ 0.15  $ (0.02)
Diluted 0.07  (0.07) 0.15  (0.02)
________________
(1)Amounts include equity-based compensation expense, as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2024 2025 2024
Cost of service $ 2.8  $ 2.7  $ 5.6  $ 5.2 
Sales and marketing 11.4  14.0  22.8  25.8 
Research and development 8.4  10.2  17.0  19.0 
General and administrative 7.1  9.5  13.9  17.6 
Total equity-based compensation expense $ 29.7  $ 36.4  $ 59.3  $ 67.6 
8


ZoomInfo Technologies Inc.
Consolidated Statements of Cash Flows
(in millions; unaudited)
Six Months Ended June 30,
2025 2024
Operating activities:
Net income (loss) $ 50.8  $ (9.3)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 43.4  40.9 
Amortization of debt discounts and issuance costs 1.2  1.1 
Amortization of deferred commissions costs 43.4  33.6 
Asset impairments and lease abandonment charges —  48.7 
Loss on debt modification and extinguishment —  0.7 
Equity-based compensation expense 59.3  67.6 
Deferred income taxes 42.6  8.3 
Tax receivable agreement remeasurement (13.4) 9.2 
Provision for bad debt expense 9.9  32.5 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net 44.2  49.6 
Prepaid expenses and other current assets (7.5) (4.7)
Deferred costs and other assets, net of current portion (37.6) (35.5)
Income tax receivable (3.0) (2.3)
Accounts payable (0.8) (15.1)
Accrued expenses and other liabilities 1.2  18.3 
Unearned revenue (5.6) (1.4)
Net cash provided by operating activities $ 228.1  $ 242.2 
Investing activities:
Purchases of investments $ (7.0) $ — 
Maturities of investments 0.5  69.0 
Purchases of property and equipment and other assets (36.8) (23.9)
Cash paid for acquisitions, net of cash acquired —  (0.5)
Net cash provided by (used in) investing activities $ (43.3) $ 44.6 
Financing activities:
Payments of deferred consideration $ —  $ (0.7)
Repayment of debt (3.0) (3.0)
Payments of debt issuance and modification costs —  (1.9)
Proceeds from revolving credit loans 100.0  — 
Taxes paid related to net share settlement of equity awards (6.0) (14.6)
Proceeds from issuance of common stock under the ESPP —  2.8 
Tax receivable agreement payments —  (31.6)
Repurchase of common stock (244.3) (299.2)
Net cash used in financing activities $ (153.3) $ (348.2)
9


Net increase (decrease) in cash, cash equivalents, and restricted cash $ 31.5  $ (61.4)
Cash, cash equivalents, and restricted cash at beginning of period 149.0  456.2 
Cash, cash equivalents, and restricted cash at end of period $ 180.5  $ 394.8 
Cash, cash equivalents, and restricted cash at end of period:
Cash and cash equivalents $ 171.0  $ 385.9 
Restricted cash, non-current 9.5  8.9 
Total cash, cash equivalents, and restricted cash $ 180.5  $ 394.8 
Supplemental disclosures of cash flow information:
Interest paid in cash $ 21.8  $ 20.3 
Cash paid for taxes 5.4  7.9 
Supplemental disclosures of non-cash investing activities:
Property and equipment included in accounts payable and accrued expenses and other current liabilities $ 4.4  $ 5.0 
Equity-based compensation included in capitalized software 2.8  2.9 
10


ZoomInfo Technologies Inc.
Reconciliation of GAAP Cash Flow from Operations to Non-GAAP Unlevered Free Cash Flow
(in millions; unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net cash provided by operating activities (GAAP) $ 108.9  $ 126.3  $ 228.1  $ 242.2 
Purchases of property and equipment and other assets (22.0) (11.1) (36.8) (23.9)
Interest paid in cash 5.0  2.6  21.8  20.3 
Restructuring and transaction-related expenses paid in cash 7.5  1.7  9.6  2.1 
Integration costs and acquisition-related compensation paid in cash —  —  —  1.3 
Litigation settlement payments(1)
0.5  0.5  1.7  0.7 
Unlevered Free Cash Flow (Non-GAAP) $ 99.9  $ 120.0  $ 224.4  $ 242.7 
__________________
(1)Represents cash payments for legal fees associated with legal settlements.
11


ZoomInfo Technologies Inc.
Reconciliation from GAAP Income (Loss) from Operations to Non-GAAP Adjusted Operating Income
(in millions; unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Income (Loss) from operations (GAAP) $ 53.7 $ (20.0) $ 104.0 $ 23.0
Amortization of acquired technology 9.4 9.6 18.9 19.1
Amortization of other acquired intangibles 5.3 5.5 10.5 10.8
Equity-based compensation expense 29.7 36.4 59.3 67.6
Restructuring and transaction-related expenses(1)
5.1 50.0 10.5 50.2
Litigation settlement(2)
1.5 2.4 30.2
Adjusted Operating Income (Non-GAAP) $ 104.7 $ 81.6 $ 205.6 $ 200.9
Revenue (GAAP) $ 306.7 $ 291.5 $ 612.4 $ 601.6
Operating Income Margin (GAAP)
18  % (7) % 17  % %
Adjusted Operating Income Margin (Non-GAAP) 34  % 28  % 34  % 33  %
__________________
(1)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the three and six months ended June 30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. For the three and six months ended June 30, 2024, this expense is primarily related to lease impairment and abandonment charges.
(2)Represents charges associated with certain legal settlements. For the three and six months ended June 30, 2024, these charges are related to costs incurred due to the Class Actions.
12


ZoomInfo Technologies Inc.
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(in millions, except per share amounts; unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income (loss) (GAAP) $ 24.0  $ (24.4) $ 50.8  $ (9.3)
Loss on debt modification and extinguishment —  0.7  —  0.7 
Amortization of acquired technology 9.4  9.6  18.9  19.1 
Amortization of other acquired intangibles 5.3  5.5  10.5  10.8 
Equity-based compensation expense 29.7  36.4  59.3  67.6 
Restructuring and transaction-related expenses(1)
5.1  50.0  10.5  50.2 
Litigation settlement(2)
1.5  —  2.4  30.2 
TRA liability remeasurement expense (benefit) (14.6) (0.2) (13.4) 9.2 
Other income, net
—  (2.6) —  (2.6)
Tax impacts of adjustments to net income (loss)(3)
25.8  (9.0) 29.0  (9.4)
Adjusted Net Income (Non-GAAP) $ 86.1  $ 66.0  $ 168.0  $ 166.4 
Diluted Net Income (Loss) Per Share (GAAP) $ 0.07  $ (0.07) $ 0.15  $ (0.02)
Amortization of acquired technology per diluted share 0.03  0.02  0.05  0.04 
Amortization of other acquired intangibles per diluted share 0.01  0.01  0.03  0.03 
Equity-based compensation expense per diluted share 0.09  0.10  0.17  0.17 
Restructuring and transaction-related expenses per diluted share 0.01  0.13  0.03  0.13 
Litigation settlement per diluted share —  —  0.01  0.08 
TRA liability remeasurement expense (benefit) per diluted share (0.04) —  (0.04) 0.02 
Other income, net per diluted share —  —  —  — 
Tax impacts of adjustments to net income (loss) per diluted share 0.08  (0.02) 0.08  (0.02)
Adjusted Net Income Per Share (Non-GAAP) $ 0.25  $ 0.17  $ 0.48  $ 0.43 
Shares for Adjusted Net Income Per Share(4)
343  387  349  389 
__________________
(1)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the three and six months ended June 30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. For the three and six months ended June 30, 2024, this expense is primarily related to lease impairment and abandonment charges.
(2)Represents charges associated with certain legal settlements. For the three and six months ended June 30, 2024, these charges are related to costs incurred due to the Class Actions.
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(3)Represents tax expense associated with Net income (GAAP) excluded from Adjusted Net Income (Non-GAAP). The Company calculates the tax impacts of adjustments to net income (loss) by taking the total gross value of the adjustments and multiplying it by the Company’s U.S. federal and state statutory tax rate. We then recalculate the tax impact of book-tax differences related to equity compensation, the tax receivable agreements, restructuring and transaction-related expenses, and items that are deemed to be unrelated to current year operating income or are one-time in nature, such as provision to return true-ups. For the three months ended June 30, 2025, these primarily relate to recognizing $15.2 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $14.6 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $4.0 million of tax expense from non-deductible stock-based compensation. For three months ended June 30, 2024, these primarily relate to recognizing $9.9 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $3.3 million of tax expense from non-deductible stock-based compensation, and adjusting out $1.3 million of tax expense from the effects of changes in state tax law and apportionment. We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense. For the six months ended June 30, 2025, these primarily relate to recognizing $28.8 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $13.4 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $7.0 million of tax expense from non-deductible stock-based compensation. For six months ended June 30, 2024, these primarily relate to recognizing $24.5 million of tax benefit related to the amortization of costs associated with corporate structure simplification, and adjusting out $8.3 million of tax expense from non-deductible stock-based compensation, and adjusting out $1.5 million of tax expense from the effects of changes in state tax law and apportionment . We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense.
(4)Diluted earnings per share is computed by giving effect to all potential weighted average Common Stock, and any securities that are convertible into Common Stock, including options and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method, excluding deemed repurchases assuming proceeds from unrecognized compensation as required by GAAP.
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EX-99.2 3 zi-8kex992x20250804.htm EX-99.2 Document
Exhibit 99.2

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ZoomInfo Appoints Graham O’Brien Chief Financial Officer

VANCOUVER, WA, August 4, 2025 - ZoomInfo (NASDAQ: GTM), the Go-To-Market Intelligence Platform, announced that Michael Graham O’Brien, the Company's interim Chief Financial Officer, has been named Chief Financial Officer, effective August 1, 2025.
“Graham’s successful track record at ZoomInfo, his proven leadership, financial and operating discipline, and strong financial and accounting expertise make him the right leader for this role,” said Henry Schuck, ZoomInfo Founder and CEO.
Mr. O’Brien commented, “I look forward to continuing to work with the board of directors and the executive team as we drive customer success and value, expand upmarket, and reaccelerate revenue growth while prioritizing profitability and growing free cash flow per share.”
Mr. O’Brien has served as the Company’s Interim Chief Financial Officer since September 2024. Prior to this, Mr. O’Brien held various roles at the Company with increasing levels of responsibility since December 2017, and most recently served as Vice President of FP&A since January 2023. Prior to joining the Company, Mr. O’Brien held accounting positions at RainKing Solutions from 2016 to 2017, and with Kaseya from 2008 to 2016. Mr. O’Brien holds a B.S. in accounting from Lehigh University and is a licensed CPA in the District of Columbia.
Second Quarter 2025 Financial Results
In a separate press release issued today, ZoomInfo issued its second quarter 2025 financial results. A conference call is scheduled to begin today, August 4th, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). To participate in the live conference call via telephone, please register here. Upon registering, a dial-in number and unique PIN will be provided to join the conference call. The call will also be webcast live on the Company’s investor relations website at https:// ir.zoominfo.com/, where related presentation materials will be posted prior to the conference call. Following the conference call, an archived webcast of the call will be available for one year on ZoomInfo’s Investor Relations website.
About ZoomInfo
ZoomInfo (Nasdaq: GTM) is the Go-To-Market Intelligence Platform that empowers businesses to grow faster with AI-ready insights, trusted data, and advanced automation. Its solutions provide more than 35,000 companies worldwide with a complete view of their customers, making every seller their best seller. ZoomInfo is a recognized leader in data privacy, with industry-leading GDPR and CCPA compliance and numerous data security and privacy certifications. For more information about how ZoomInfo can help businesses with go-to-market intelligence that accelerates revenue growth, please visit www.zoominfo.com.



Investor Contact:
Jeremiah Sisitsky
ir@zoominfo.com
Media Contact:
Silvie Casanova
pr@zoominfo.com