ZoomInfo Technologies Inc.

ZoomInfo Technologies Inc. and Subsidiaries

Notes to Audited Consolidated Financial Statements

(In millions, except share/unit data and per share/unit amounts, unless otherwise noted)

Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies

Business

ZoomInfo Technologies Inc., through its operating subsidiaries, (the “Company”, “we”, “us”, “our”, and “ZoomInfo”) provides a go-to-market intelligence and engagement platform for sales, marketing, operations, and recruiting professionals. The Company’s cloud-based platform provides workflow tools with integrated, accurate, and comprehensive information on organizations and professionals to help users identify target customers and decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft messages, engage via automated sales tools, and track progress through the deal cycle.

The Company’s headquarters are located in Vancouver, Washington, and we have additional offices throughout the United States, and offices internationally in Israel, Canada, the United Kingdom, India, and Ireland.

Accounting Principles

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical and anticipated results, trends, and other assumptions with respect to future events that we believe are reasonable and evaluate our estimates on an ongoing basis. Given that estimates and judgments are required, actual results may differ from our estimates and such differences could be material to our consolidated financial position and results of operations.

Principles of Consolidation

The consolidated financial statements include the accounts of ZoomInfo Technologies Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company derives revenue primarily from subscription services. Our subscription services primarily consist of our software as a service (“SaaS”) applications and related access to our platform. Subscription contracts are generally based on the number of users that access our applications, the level of functionality that they can access, and the amount of data that a customer integrates with their systems. Our subscription contracts typically have a term ofone tothree years and are non-cancelable. We typically bill for services annually, semi-annually, or quarterly in advance of delivery.

The Company accounts for revenue contracts with customers through the following steps:

(1)Identify the contract with a customer;

(2)Identify the performance obligations in the contract;

(3)Determine the transaction price;

(4)Allocate the transaction price; and

(5)Recognize revenue when or as the Company satisfies a performance obligation.

We recognize revenue for subscription contracts on a ratable basis over the contract term based on the number of calendar days in each period, beginning on the date that our service is made available to the customer. Unearned revenue results from revenue amounts billed to customers in advance or cash received from customers in advance of the satisfaction of performance obligations. Determining the transaction price often involves judgment and making estimates that can have a significant impact on the timing and amount of revenue reported. At times, the Company may adjust billing under a contract based on the addition of services or other circumstances, which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and adjusts revenue recognized.

Cash and Cash Equivalents, Restricted Cash, and Investments

Cash and cash equivalents are stated at fair value. Cash equivalents consist of highly liquid marketable debt securities with remaining maturities of three months or less at the date of purchase. Restricted cash represents cash collateral posted in connection with standby letters of credit and other arrangements that secure certain lease obligations. These amounts are not available for general corporate purposes and are classified as current or non-current based on the expected release date of the underlying restriction.

We classify our investments in marketable securities as “available-for-sale”. We carry these investments at fair value based on quoted market prices or other readily available market information. We have both short-term and long-term investments (which are included in Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets). Unrealized gains and losses, net of taxes, are included in Accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity on our Consolidated Balance Sheets. If we were to determine that a credit loss has occurred on either security type, the amount of the credit loss will be recognized in income.

Fair Value Measurements

The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Level 1 -Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 -Other inputs that are directly or indirectly observable in the marketplace

Level 3 -Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value

The inputs or methodology used for valuing financial assets and liabilities are not necessarily an indication of the risk associated with investing in them.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high-quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Our investment portfolio is comprised of highly rated securities with a weighted-average maturity of less than 12 months in accordance with our investment policy which seeks to preserve principal and maintain a high degree of liquidity. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance sheet credit exposure related to its customers. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. We do not require collateral from clients. We maintain an allowance for credit losses based upon the expected collectability of accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses. No single customer accounted for 10% or more of our revenue for the years ended December 31, 2025, 2024, and 2023 or accounted for more than 10% of accounts receivable as of December 31, 2025 and 2024.

Accounts Receivable and Contract Assets

Accounts receivable represents the billed transaction price from revenue contracts, reflecting adjustments for variable consideration, and is presented net of allowance for expected credit losses. It does not bear interest. We consider receivables past due based on the contractual payment terms. Management’s evaluation of the adequacy of the allowance for credit losses considers historical collection experience, changes in customer payment profiles, the aging of receivable balances, as well as current economic conditions, all of which may impact a customer’s ability to pay. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2025 and 2024, the allowance for expected credit losses was $11.3 million and $12.6 million, respectively. The Company reassesses the adequacy of the allowance each reporting period.

The assessment of variable consideration to be constrained is based on estimates, and actual consideration may vary from current estimates. As adjustments to these estimates become necessary, they are reported in earnings in the periods in which they become known. Changes in variable consideration are recorded as a component of net revenue.

Contract assets represent a contractual right to consideration in the future. Contract assets are generated when contractual billing schedules differ from revenue recognition timing.

Prepaid expenses and other current assets

Prepaid expenses and other current assets primarily consist of prepaid expenses, derivative assets, contract assets, and other current assets. Prepaid expenses were $22.6 million and $21.3 million as of December 31, 2025 and 2024, respectively.

Property and Equipment, Net

Property and equipment is stated at cost, net of accumulated depreciation and amortization. All repairs and maintenance costs are expensed as incurred. Depreciation and amortization costs are expensed on a straight-line basis over the lesser of the estimated useful life of the asset or the remainder of the lease term for leasehold improvements. Qualifying internal use software costs incurred during the application development stage, which consist primarily of internal product development costs, outside services, personnel costs (including equity-based compensation), and purchased software license costs, are capitalized and amortized over the estimated useful life of the asset. Estimated useful lives range from three tofifteen years.

Deferred Commissions

Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial contracts are capitalized and included in Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets. Deferred sales commissions are amortized on a straight-line basis over the estimated period of benefit from the customer relationship which we have determined to be approximatelytwo andfour years for renewals and new clients, respectively. We determined the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Amortization expense related to these capitalized commissions is included in Sales and marketing on our Consolidated Statements of Operations.

Commissions payable at December 31, 2025 were $26.3 million, of which the current portion of $25.7 million was included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets and the long-term portion of $0.6 million was included in Other long-term liabilities on our Consolidated Balance Sheets. Commissions payable at December 31, 2024 were $32.8 million, of which the current portion of $30.8 million was included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets, and the long-term portion of $2.0 million was included in Other long-term liabilities on our Consolidated Balance Sheets.

Certain commissions are not capitalized as they do not represent incremental costs of obtaining a contract. Such commissions are expensed as incurred.

The Company capitalized $101.4 million, $87.6 million, and $85.5 million of costs to obtain revenue contracts and amortized $90.2 million, $67.6 million, and $75.3 million to Sales and marketing for the years ended December 31, 2025, 2024, and 2023, respectively. Costs capitalized to obtain a revenue contract, net on the Company’s Consolidated Balance Sheets totaled $114.5 million and $103.3 million as of December 31, 2025 and 2024, respectively. There wereno impairments of costs to obtain revenue contracts in the years ended December 31, 2025, 2024, and 2023.

Advertising and Promotional Expenses

The Company expenses advertising costs as incurred. Advertising expenses of $37.3 million, $36.0 million, and $31.3 million were recorded for the years ended December 31, 2025, 2024, and 2023, respectively. Advertising expenses are included in Sales and marketing on our Consolidated Statements of Operations.

Research and Development

Research and development expenses primarily consist of employee compensation such as salaries, bonuses, equity-based compensation, and other employee-related benefits for our engineering and product management teams, as well as overhead costs, technology, and restructuring and transaction-related expenses. We continue to focus our research and development efforts on developing new products, adding new features and services, integrating acquired technologies, and increasing functionality. Expenditures for software developed or obtained for internal use are capitalized and amortized over afour-year period on a straight-line basis.

Business Combinations

We allocate purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed and equity interests issued, after considering any transactions that are separate from the business combination. The fair value of equity issued as part of a business combination is determined based on grant date stock price of the Company. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates.

The foregoing valuation estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings.

In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to our preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax-related valuation allowances will be recorded to earnings.

Goodwill and Acquired Intangible Assets

Goodwill is calculated as the excess of the fair value of purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually during the fourth quarter of our fiscal year or when events and circumstances indicate that the fair value of a reporting unit may be below its carrying value. The Company hasone reporting unit.

We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or we elect to bypass the qualitative assessment, we perform a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

Acquired technology, customer relationships, trade names or brand portfolios, and other intangible assets are related to historical acquisitions (refer to Note 5 - Goodwill and Acquired Intangible Assets). Acquired intangible assets are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. The amortization periods generally range from 2 years to 15 years. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization.

Indefinite-lived intangible assets consist of brand portfolios acquired from Pre-Acquisition ZI and represent costs paid to legally register phrases and graphic designs that identify and distinguish products sold by the Company. Indefinite-lived intangible assets are not subject to amortization. Instead, they are subject to an annual assessment for potential impairment, or more frequently upon the occurrence of a triggering event when circumstances indicate that the book value is greater than its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value as a basis to determine whether further impairment testing is necessary. The Company conducts its impairment assessment during the fourth quarter of each fiscal year. No impairment charges relating to acquired goodwill or indefinite lived intangible assets were recorded for the years ended December 31, 2025, 2024, and 2023.

Impairment and Abandonment of Long-lived Assets

Long-lived assets, such as property and equipment, acquired intangible assets, and operating lease right-of-use assets, are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset or group of assets. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. The estimated future cash flows associated with the operating lease right-of-use assets under Accounting Standards Codification (“ASC”) 842 were developed by incorporating current market data and forecasts provided by reputable external real estate brokers and data sources. These projections consider prevailing rental rates, anticipated lease renewals, expected vacancy periods, and other relevant market factors that contribute to the estimation of recoverable cash flows for the impaired office spaces we do not intend to occupy. During the year ended December 31, 2025, we recorded impairment charges of $23.0 million to reduce the carrying value of our existing right-of-use assets associated with our offices in Vancouver and Ra’anana, and related leasehold improvements associated with our Vancouver office. During the year ended December 31, 2024, we recorded impairment charges of $53.3 million, to reduce the carrying values of our existing right-of-use assets associated with our offices in Ra’anana, Waltham, Vancouver, and Grand Rapids offices. During the year ended December 31, 2023, we recorded impairment charges of $5.2 million, to reduce the carrying value of the right-of-use assets associated with certain of our office spaces.

When an operating lease right-of-use asset has been abandoned, the estimated useful life of the asset is updated to reflect the cease use date, and the remaining carrying value of the asset is amortized ratably over the period between the commitment date and the cease use date. Lease abandonment charges were $0.7 million and $4.1 million for the years ended December 31, 2025 and 2024, respectively. No lease abandonment charges were recorded for the year ended December 31, 2023.

Leases

We determine if an arrangement is or contains a lease at contract inception. For these arrangements, primarily those related to our data center arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset.

We do not have any finance leases. Operating leases are recorded on our Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are measured at the lease commencement date based on the present value of the fixed minimum remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rates implicit in our leases are not readily determinable, we use our incremental borrowing rate as the discount rate for each respective lease, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Some leases include options to extend or options to terminate the lease prior to the stated lease expiration. Optional periods to extend a lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised (or not exercised in the case of termination options). Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance and related taxes for our facilities leases, as a single lease component. Short-term leases, defined as leases having an original lease term less than or equal to one year, are excluded from our operating lease right-of-use assets and operating lease liabilities.

Derivative Instruments and Hedging Activities

FASB’s ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit risk-related contingent features in derivative instruments.

As required by ASC 815, the Company records all derivatives as either assets or liabilities on our Consolidated Balance Sheets and measures them at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions.

Unearned Revenue

Unearned revenue consists of customer payments and billings in advance of revenue being recognized from our subscription services. Unearned revenue that is anticipated to be recognized within the next 12 months is recorded as Unearned revenue, current portion and the remaining portion is included in Unearned revenue, net of current portion on our Consolidated Balance Sheets.

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. Debt issuance costs are generally presented on our Consolidated Balance Sheets as a direct deduction from the carrying amount of the outstanding borrowings, consistent with debt discounts. However, the Company classifies the debt issuance costs related to its first lien revolving credit facility within Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets regardless of whether the Company has any outstanding borrowings on our First Lien Revolving Credit Facility. Upon a refinancing or amendment, the Company evaluates the modified debt instrument in accordance with ASC 470-50-40-10. When the present value of the cash flows under the modified debt instrument has changed by greater than 10 percent from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounts for the amendment as a debt extinguishment and all previously-capitalized debt issuance costs are expensed and included in Loss on debt modification and extinguishmentin our Consolidated Statements of Operations. If the change in the present value of cash flows is less than 10 percent, any previously-capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. The Company performs assessments of debt modifications at a lender-specific level for all syndicated financing arrangements.

In connection with our initial public offering, we entered intotwo Tax Receivable Agreements (the “TRAs”) with certain non-controlling interest holders (the “TRA Holders”). The TRAs generally provide for payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax based on income that the Company actually realizes or is deemed to realize in certain circumstances. The Company will retain the benefit of the remaining 15% of these net cash savings.

We account for amounts payable under the TRAs in accordance with ASC Topic 450, Contingencies. Amounts payable under the TRAs are accrued by a charge to income when it is probable that a liability has been incurred and the amount is estimable. Liabilities relating to our TRAs are classified as current or noncurrent based on the expected date of payment and are included on our Consolidated Balance Sheets under the captions Current portion of tax receivable agreements liability and Tax receivable agreements liability, net of current portion, respectively. Subsequent changes to the measurement of the liabilities relating to our TRAs are recognized in our Consolidated Statements of Operations as a component of Other (income) loss, net. Refer to Note 15 - Tax Receivable Agreements for additional information.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on temporary differences between the financial statement carrying amounts and tax bases of existing assets and liabilities using tax rates expected to be in effect in the year in which the differences are expected to reverse. We evaluate recoverability by assessing future taxable income from all sources, including reversing temporary differences, forecasted and historical earnings, available carryback periods, and tax planning strategies. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits within Provision for income taxes on the Consolidated Statements of Operations. Refer to Note 16 - Income Taxes for additional information.

Equity-Based Compensation Expense

The Company periodically grants incentive awards to employees and non-employees, which generally vest over periods of up tofour years. Incentive awards may be in the form of various equity-based awards such as common stock, subject to certain specified restrictions (which may include, without limitation, a requirement that the recipient remain continuously employed or provide continuous services for a specified period of time), granted under Section 8 of the 2020 Omnibus Incentive Plan (“Restricted Stock”) and an unfunded and unsecured promise to deliver shares of our common stock, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the recipient remain continuously employed or provide continuous services for a specified period of time), granted under Section 8 of the 2020 Omnibus Incentive Plan (“restricted stock units”, or “RSU”), and common stock options (including the CEO Premium-Priced Performance Options).

Compensation expense for incentive awards is measured at the estimated fair value of the incentive units and is included as compensation expense over the vesting period during which an employee provides service in exchange for the award. Compensation expense for performance-based restricted stock units is measured at the estimated fair value of the units and is recognized using the accelerated attribution method over the service period when it is probable that the performance condition will be satisfied. Compensation expense for market-based restricted stock units is measured at the estimated fair value using a Monte Carlo simulation model, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. This expense is recognized using the accelerated attribution method over the service period and is not reversed if the market condition is not met. Compensation expense for CEO Premium-Priced Performance Options that contain performance and market conditions is measured at the estimated grant-date fair value using a Monte Carlo simulation model that reflects the market conditions. These awards also include a service-based vesting condition that vests in one-third annual installments on each of the three-year, four-year, and five-year anniversaries of the Grant Date. Compensation expense is recognized using the accelerated attribution method over the requisite service period when it is probable that the related performance conditions will be satisfied. Consistent with awards that contain market conditions, compensation cost recognized for these options is not reversed if the market conditions are not achieved, provided the requisite service is rendered. However, if the performance conditions become improbable, previously recognized compensation cost is reversed.

The Company uses a Black-Scholes option pricing model to determine the fair value of stock options. The Black-Scholes option pricing model includes various assumptions, including the expected term of incentive units, the expected volatility, and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation cost could differ.

Compensation expense related to the Company’s Employee Stock Purchase Plan is measured at the estimated fair value using the Black-Scholes option pricing model using the estimated number of awards as of the beginning of the offering period.

The Company measures employee, non-employee, and board of director equity-based compensation on the grant date fair value basis. Equity-based compensation expense is recognized over the requisite service period of the awards. For equity awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved. The Company has elected to account for forfeitures as they occur.

The Company presents equity-based compensation expense on our Consolidated Statements of Operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.

Bonus Accruals

The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental, and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. Bonus accruals were $22.2 million and $26.0 million as of December 31, 2025 and 2024, respectively, and were included in Accrued expenses and other current liabilitieson our Consolidated Balance Sheets.

Employee Retirement Benefits

The Company has a 401(k) plan that all eligible employees can contribute pre-tax and after-tax (Roth) to up to the maximum annual amount established by the Internal Revenue Code. The Company matches 50% of the employee’s contribution to the 401(k) plan up to the first 7% of their contribution. Matching contributions made by the Company were $9.3 million, $9.7 million, and $9.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Matching contributions vest 33% per year until fully vested after three years of employee service. Employee contributions are 100% vested immediately.

Israeli Severance Pay Law

Under Section 14 of the Israeli Severance Pay Law, employees in Israel are entitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds which relieves the Company from future obligations under this law. During the years ended December 31, 2025, 2024, and 2023, the Company recorded $5.9 million, $6.5 million, and $7.0 million, respectively, in severance expenses related to these employees.

Governmental Assistance

The Company recognizes certain research and development tax credits as a benefit in the period in which the credit is generated under Government Assistance (Topic 832). This applies to credits that may be utilized against taxes other than income taxes. Under this policy, we recognize the benefit of tax credits as generated when we have reasonable assurance that (1) the Company complied with the conditions attached to the credits and (2) the credits will be received.

For the years ended December 31, 2025 and 2024, the Company recognized $1.3 million and $1.9 million, respectively, in research and development tax credits as a reduction to General and administrative expenses in the Consolidated Statements of Operations. The 2024 amount includes a cumulative adjustment related to research and development tax credits earned in tax years 2021 through 2024. As of December 31, 2025 and 2024, the Company has recorded $0.6 million and $0.4 million, respectively, in Prepaid expenses and other current assets and $1.6 million and $1.5 million, respectively, in Deferred costs and other assets, net of current portion related to these credits on our Consolidated Balance Sheets. These amounts represent credits earned for qualifying research and development activities for which the Company has reasonable assurance of receipt but has not yet utilized against a tax liability.

The recognition of these credits requires management to make estimates and assumptions regarding qualifying research and development expenses. The Company has determined it is probable that it will comply with the relevant conditions attached to the credits and they will be received based on the relevant taxing authorities’ research and development credit program and current operations.

Reclassifications

Certain reclassifications have been made in the notes to the consolidated financial statements to conform previously reported amounts to current year presentation. These reclassifications had no impact on the previously reported net income or comprehensive income.

Restructuring

In June 2025, the Company announced a reduction in force (the “Plan”) to support the Company’s broader efforts to move upmarket and support durable and efficient growth. The Plan included a reduction of employees by approximately 6% in the second quarter of 2025. The Plan was substantially completed as of June 30, 2025. During the year ended December 31, 2025, the Company incurred restructuring charges of $4.6 million, consisting primarily of severance and employee benefits as well as other associated costs. Restructuring costs are allocated to the respective financial statement line items on the Consolidated Statements of Operations. During the year ended December 31, 2025, the Company made cash payments of $4.6 million related to the Plan.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which makes targeted improvements to the hedge accounting model. The amendments address five specific areas, including expanding the hedged risks permitted to be aggregated in groups of forecasted transactions, introducing an optional model for hedging choose-your-rate debt instruments, expanding hedge accounting for forecasted purchases and sales of nonfinancial assets, eliminating the net written option test in certain instances, and eliminating recognition and presentation mismatches for dual hedge strategies. The standard is effective for the Company for annual periods beginning January 1, 2027, and interim periods within those annual periods, with early adoption permitted. The Company does not expect this guidance to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages (referred to as “project stages”) throughout Subtopic 350-40. The standard requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for the Company for the annual and interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impacts of ASU 2025-06 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation, and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. This standard will be effective for the Company for the annual period beginning January 1, 2027 and interim period beginning January 1, 2028, with early adoption permitted. In January 2025, the FASB issued ASU 2025-01, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the disclosure impacts of ASU 2024-03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions under Topic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date would not change for the remaining life of the asset when evaluating expected credit losses. This standard is effective for the Company for the annual and interim periods beginning January 1, 2026, with early adoption permitted, and should be applied prospectively. The Company elected to early adopt this standard effective September 30, 2025 on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard is effective for the Company for the annual period beginning January 1, 2025 on a prospective basis, with a retrospective option, and early adoption is permitted. The Company adopted this standard beginning in 2025 on a prospective basis and all required disclosures under the standard are provided within this Form 10-K (refer to Note 16 - Income Taxes). However, there was no impact to the consolidated financial statements upon adoption.

Note 2 - Revenue from Contracts with Customers

Revenue comprised the following service offerings:

Subscription revenue is comprised primarily of go-to-market business intelligence tools that allow our customers to access our SaaS to support sales, marketing, and recruiting processes, which include data, analytics, and insights to provide accurate and comprehensive intelligence on organizations and professionals. Our customers use our platform to identify target customers and decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft messages, engage via automated sales tools, and track progress through the deal cycle.

Usage-based revenue is comprised largely of email verification and facilitation of online advertisements, which are charged to our customers on a per unit basis based on their usage. We regularly observe that customers integrate our usage-based services into their internal workflows and use our services on an ongoing basis. We recognize usage-based revenue at the point in time the services are consumed by the customer, thereby satisfying our performance obligation.

Other revenue is comprised largely of implementation and professional services fees. We recognize other revenue as services are delivered.

Of the total revenue recognized in the years ended December 31, 2025, 2024, and 2023, $462.6 million, $424.9 million, and $403.1 million were included in the unearned revenue balance as of December 31, 2024, 2023, and 2022, respectively. Revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods was not material.

Note 2 - Revenue from Contracts with Customers (continued)

Contract Assets and Unearned Revenue

The Company’s standard billing terms typically require payment at the beginning of each annual, semi-annual, or quarterly period. Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Usage-based revenue is recognized in the period services are utilized by our customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services.

The Company records a contract asset when revenue recognized on a contract exceeds the billings to date for that contract. Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business timing within the quarter. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements.

As of December 31, 2025 and 2024, the Company had contract assets of $5.2 million and $5.0 million, respectively, which are recorded within Prepaid expenses and other current assetson our Consolidated Balance Sheets. As of December 31, 2025 and 2024, the Company had unearned revenue of $477.8 million and $477.9 million, respectively.

ASC 606 requires the allocation of the transaction price to the remaining performance obligations of a contract. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, and disparate contract terms. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and backlog. The Company's backlog represents installment billings for periods beyond the current billing cycle. The majority of the Company’s noncurrent remaining performance obligations will be recognized in the next 13 to 36 months.

The remaining performance obligations consisted of the following:

Note 3 - Investments

Investments consisted of the following as of December 31, 2025:

There were no investments as of December 31, 2024.

Refer to Note 8 - Fair Value for further information regarding the fair value of our financial instruments.

Gross unrealized losses on our available-for-sale securities were immaterial at December 31, 2025 and 2024.

Note 3 - Investments (continued)

The following table summarizes the estimated fair value of our securities classified as Short-term investments or long-term investments (included in Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets) based on stated effective maturities as of December 31, 2025 and 2024:

Note 4 - Property and Equipment

The Company’s property and equipment consist of the following:

During the year ended December 31, 2025, we recorded a $10.8 million impairment charge to reduce the carrying amount of leasehold improvements and other property and equipment related to our Vancouver, Washington office space held for sublease. No impairment charges related to property and equipment were recorded for the year ended December 31, 2024. Refer to Note 12 - Leases for further information.

Depreciation expense was $30.3 million, $25.9 million, and $19.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Depreciation expense for the year ended December 31, 2024 includes $2.0 million of accelerated depreciation associated with the Waltham Lease Restructuring (refer to Note 12 - Leases for further information).

Note 5 - Goodwill and Acquired Intangible Assets

Intangible assets, other than goodwill, consisted of the following as of December 31, 2025 and 2024, respectively:

Amortization expense was $58.5 million, $59.8 million, and $61.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 5 - Goodwill and Acquired Intangible Assets (continued)

Future amortization expense for intangible assets as of December 31, 2025 is as follows:

Goodwill was $1,692.7 million as of December 31, 2025, 2024 and 2023. There were no changes to the carrying amount of goodwill during the years presented. Based on the results of the Company’s impairment assessment, the Company didnot recognize any impairment of goodwill during the years ended December 31, 2025, 2024, and 2023.

Note 6 - Financing Arrangements

As of December 31, 2025 and 2024, the carrying values of the Company’s borrowings were as follows (in millions):

First Lien Credit Agreement

Performance of obligations under the First Lien Credit Agreement is secured by substantially all the productive assets of the Company. The First Lien Credit Agreement contains a number of covenants that restrict, subject to certain exceptions, the Company’s ability to, among other things:

•Incur additional indebtedness;

•Create or incur liens;

•Engage in certain fundamental changes, including mergers or consolidations;

•Sell or transfer assets;

•Pay dividends and distributions on our subsidiaries’ capital stock;

•Make acquisitions, investments, loans or advances;

•Engage in certain transactions with affiliates; and

•Enter into negative pledge clauses and clauses restricting subsidiary distributions.

Note 6 - Financing Arrangements (continued)

If the Company draws more than $87.5 million of the First Lien Revolving Credit Facility, the revolving credit loan is subject to a springing financial covenant pursuant to which the Consolidated First Lien Net Leverage Ratio must not exceed 5.00 to 1.00. The credit agreements also contain certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the credit agreements will be entitled to take various actions, including the acceleration of amounts due under the credit agreements and all actions permitted to be taken by a secured creditor.

First Lien Term Loan

In June 2024, we entered into an amendment to our existing First Lien Credit Agreement (the “Seventh Amendment”), pursuant to which the Company completed a repricing of its First Lien Term Loan, which decreased the applicable rate for Base Rate loans from 1.25% to 0.75% and SOFR based loans from 2.25% to 1.75%. Under the terms of the Seventh Amendment, the Company is obligated to make principal payments in the amount of 0.25% of the aggregate outstanding amount as of the latest amendment.

The effective interest rate on the First Lien Term Loan was 5.71% and 6.56% as of December 31, 2025 and 2024, respectively.

First Lien Revolving Credit Facility

In October 2025, $11.0 million of the non-extended commitments were extended to a maturity date of February 28, 2028, such that the total $250.0 million existing commitments will mature on the same date.

In May 2025, the Company drew $100.0 million of the $250.0 million available under its First Lien Revolving Credit Facility. The proceeds from the borrowing are intended to be used to fund our ongoing Share Repurchase Program. The First Lien Revolving Credit Facility has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR, plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans. The applicable margin for SOFR loans is 2.10% to 2.35%, which includes the credit spread adjustment of 0.1%, depending on the Company’s Consolidated First Lien Net Leverage Ratio.

The expected future principal payments for all borrowings as of December 31, 2025 is as follows:

Note 7 - Derivatives and Hedging Activities

Interest Rate Hedges

We are exposed to risks from changes in interest rates related to the First Lien Term Loan (See Note 6 - Financing Arrangements). The Company uses derivative financial instruments, specifically, interest rate swap contracts, in order to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Our primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in interest rates. The Company does not enter into derivative transactions for speculative or trading purposes.

As of December 31, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in millions):

The derivative interest rate swaps are designated and qualify as cash flow hedges. Consequently, the change in the estimated fair value of the effective portion of the derivative is recognized in Accumulated other comprehensive income on our Consolidated Balance Sheets and reclassified to Interest expense, net, when the underlying transaction has an impact on earnings. The Company expects to recognize approximately $1.4 million of net pre-tax gains from Accumulated other comprehensive income as a reduction of Interest expense, net in the next twelve months associated with its interest rate swap.

Refer to the Company’s Consolidated Statements of Comprehensive Income for amounts reclassified from Accumulated other comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.

Foreign Currency Hedges

We are exposed to changes in currency exchange rates, primarily relating to changes in the Israeli Shekel. Consequently, from time to time, we may use foreign exchange forward contracts or other financial instruments to manage our exposure to foreign exchange rate movements. Our primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in foreign exchange rates. We do not enter into derivative transactions for speculative or trading purposes.

During the year ended December 31, 2025, the Company actively participated in foreign currency forward contracts with a cumulative notional amount of $30.1 million, all of which were settled in 2025. These transactions resulted in an immaterial gain which offset higher operating expenses due to unfavorable changes in the foreign currency.

During the year ended December 31, 2024, the Company actively participated in foreign currency forward contracts with a cumulative notional amount of $31.9 million, all of which were settled in 2024. These transactions resulted in an immaterial loss which offset lower operating expenses due to favorable changes in the foreign currency.

Note 7 - Derivatives and Hedging Activities (continued)

The derivative foreign currency forward contracts are designated and qualify as cash flow hedges. Consequently, the change in the estimated fair value of the effective portion of the derivative is recognized in Accumulated other comprehensive income on our Consolidated Balance Sheets and reclassified to revenue or operating expenses depending on the nature of the underlying transaction, when the underlying transaction has an impact on earnings. Impacts on Cash and cash equivalents are presented as operating cash flows on our Consolidated Statements of Cash Flows in the period contracts are settled.

The following table summarizes the fair value and presentation on our Consolidated Balance Sheets for derivatives as of December 31, 2025 and 2024 (in millions):

(1)Included in Prepaid expenses and other current assets on our Consolidated Balance Sheets.

(2)Included in Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets.

Refer to the Company’s Consolidated Statements of Comprehensive Income for amounts reclassified from Accumulated other comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.

Note 8 - Fair Value

The Company's financial instruments consist principally of cash and cash equivalents, short-term investments, long-term investments (included in Deferred costs and other assets, net of current portion on our Consolidated Balance Sheets), prepaid expenses and other current assets, accounts receivable, and accounts payable, accrued expenses, and long-term debt. The carrying value of cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses approximate fair value, primarily due to short maturities. We classify our certificates of deposits and money market mutual funds as Level 1 within the fair value hierarchy. We classify our corporate debt securities, securities guaranteed by the U.S. government, and certificates of deposits as Level 2 within the fair value hierarchy. The fair value of our First Lien Term Loan and Senior Notes was $577.8 million and $611.0 million as of December 31, 2025, and $584.0 million and $585.0 million as of December 31, 2024, respectively, based on observable market prices in less active markets and categorized as Level 2 within the fair value measurement framework.

Interest rate derivatives are valued using an income approach that projects future cash flows and discounts them to present value. Significant Level 2 inputs include observable market data such as SOFR and OIS yield curves. The discount rates used reflect the collateralized or uncollateralized nature of the instrument and associated credit risk.

We estimate the value of other long-lived assets that are recorded at fair value on a non-recurring basis based on a market valuation approach. We use prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we may use a cost valuation approach to value long-lived assets when a market valuation approach is unavailable. Under this approach, we determine the cost to replace the service capacity of an asset, adjusted for physical and economic obsolescence. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers’ and brokers’ valuations are typically developed using one or more valuation techniques including market, income, and replacement cost approaches. Because these valuations contain unobservable inputs, we classify the measurement of fair value of long-lived assets as Level 3.

Note 8 - Fair Value (continued)

The fair value of our financial assets (liabilities) was determined using the following inputs (in millions):

(1)Refer to Note 3 - Investments for further information regarding the fair value of our financial instruments.

(2)Refer to Note 7 - Derivatives and Hedging Activities for further information regarding the fair value of our derivative instruments.

(3)Consists of right-of-use lease assets and property and equipment recorded at fair value pursuant to impairment charges that occurred during the fourth quarter of 2025 and second and third quarters of 2024. Refer to Note 12 - Leases for further information regarding the impairment of lease-related assets.

There were no transfers between fair value measurements levels during the years ended December 31, 2025 and 2024.

Note 9 - Commitments and Contingencies

Non-cancelable purchase obligations

As of December 31, 2025, our outstanding non-cancelable purchase obligations, mainly relate to third-party cloud hosting and software-as-a-service arrangements, were as follows (in millions):

For information regarding financing-related obligations, refer to Note 6 - Financing Arrangements. For information regarding lease-related obligations, refer to Note 12 - Leases.

Contingent earnout payments

In connection with the acquisition of Dogpatch Advisors, LLC in April 2022, the Company has issued $2.7 million in equity awards, representing all contingent earnout obligations related to this acquisition as of December 31, 2025. Refer to Note 3 - Business Combinations in our 2024 Form 10-K for additional information.

Legal matters

We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. There are inherent uncertainties in these matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Based on the information known by the Company as of the date of this filing, except where otherwise indicated, it is not possible to provide an estimated amount of any loss or range of loss that may occur with respect to these matters, including without limitation, the matters described below.

ZoomInfo Publicity Litigation

On September 5, 2024, a putative class action lawsuit was filed against ZoomInfo Technologies LLC in the U.S. District Court for the Western District of Washington alleging ZoomInfo Technologies LLC’s use of individuals’ names in public-facing web pages violates the Washington Personality Rights Act, and seeking statutory, compensatory and punitive damages, costs, and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.

Quebec Privacy Litigation

On March 17, 2025, a putative class action lawsuit was filed against ZoomInfo Technologies Inc., ZoomInfo Technologies LLC, and ZoomInfo Canada Corp. in the Superior Court of Quebec, alleging that the Company’s collection and publication of personal information violated the Quebec Civil Code, Quebec’s statute regarding the protection of personal information in the private sector (LPRPSP), and the Quebec Charter of Human Rights and Freedoms. The plaintiffs seek statutory, compensatory and punitive damages, as well as costs and legal fees. The Company intends to vigorously defend against this lawsuit.

Note 9 - Commitments and Contingencies (continued)

Colorado Consumer Protection Litigation

On April 16, 2025, a putative class action lawsuit was filed against ZoomInfo Technologies LLC in the Superior Court of the State of Washington (Clark County), alleging that ZoomInfo Technologies LLC violated the State of Colorado’s Prevention of Telemarketing Fraud Act by listing cell phone numbers of Colorado residents in the Company’s online directory for commercial purposes without obtaining their consent. The suit seeks statutory damages, injunctive and other equitable relief, costs and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.

Similarly, on June 26, 2025, a putative class action lawsuit was filed against Datanyze LLC, one of the Company’s subsidiaries, in the United States District Court for the District of Colorado, alleging that Datanyze LLC violated the State of Colorado’s Prevention of Telemarketing Fraud Act, on substantially the same grounds as the action filed against ZoomInfo Technologies LLC referred to above. The suit seeks statutory damages, injunctive and other equitable relief, costs and attorneys’ fees. Datanyze LLC intends to vigorously defend against this lawsuit.

Securities Litigation

On September 4, 2024, a putative class action lawsuit was filed against ZoomInfo Technologies Inc. and certain of its current and former officers and affiliates in the U.S. District Court for the Western District of Washington. The suit, brought on behalf of purchasers of Company common stock between November 10, 2020, and August 5, 2024, alleges that the defendants made false and/or misleading statements related to the Company’s business, operations, and prospects, including in respect of the effects of the COVID-19 pandemic on the Company’s performance, in violation of §10(b) and §20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks, among other relief, unspecified compensatory damages, equitable relief, and costs and expenses. The Company intends to vigorously defend against this lawsuit.

On December 12, 2024, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the Western District of Washington. A second derivative action was filed on February 4, 2025 in the United States District Court for the Western District of Washington. The factual allegations in the derivative cases mirror the securities case described above. The complaints assert violations of the United States securities laws and state fiduciary duty laws, in addition to common law claims involving unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The derivative cases seek, among other things, unspecified compensatory damages on behalf of the Company arising out of the individual defendants’ alleged wrongful conduct. On March 3, 2025, the court entered an order consolidating the two derivative actions into one consolidated derivative action. The consolidated derivative action is stayed pending further developments in the securities action described above.

Note 10 - Stockholders' Equity

In March 2023, the Board authorized a program to repurchase the Company’s common stock (the “Share Repurchase Program”). In February 2025, the Board authorized an additional $500.0 million bringing the aggregate total authorizations as of December 31, 2025 to $1.6 billion, of which $230.6 million remain available and authorized for repurchases. Shares of common stock may be repurchased under the Share Repurchase Program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. The extent to which the Company repurchases shares of common stock, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company. The Share Repurchase Program may be suspended or discontinued at any time.

Note 10 - Stockholders' Equity (continued)

During the year ended December 31, 2025, the Company repurchased and subsequently retired 40,462,670 shares of common stock at an average price of $10.06, for an aggregate of $407.0 million. During the year ended December 31, 2024, the Company repurchased and subsequently retired 46,801,742 shares of common stock at an average price of $12.01, for an aggregate of $562.3 million. During the year ended December 31, 2023, the Company repurchased and subsequently retired 22,627,664 shares of common stock at an average price of $17.68 per share, for an aggregate amount of $400.1 million.

In August 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Transaction”) with a financial institution. The Company settled the ASR Transaction in September 2024 resulting in a total repurchase and subsequent retirement of 12,431,216 shares of the Company’s common stock for $125.0 million at an average price of $10.06 per share, recorded as a reduction of Additional paid-in capital. The total number of shares delivered was determined at the settlement date based on the volume weighted average price, less an agreed upon discount. The ASR Transaction was completed under the Company’s previously announced Share Repurchase Program.

The Inflation Reduction Act of 2022, enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. The Company calculates excise tax due based on the year-to-date amount repurchased in excess of the fair market value of shares issued and is included within Accrued expenses and other current liabilities on our Consolidated Balance Sheets. During the years ended December 31, 2025 and 2024, the Company recorded the associated excise taxes of $3.4 million and $5.1 million, respectively. Excise taxes associated with these share repurchases are presented within Repurchase of common stock on our Consolidated Statements of Changes in Stockholders' Equity, as a reduction to Additional paid-in capital. During the years ended December 31, 2025, 2024 and 2023, the Company made excise tax payments of $5.1 million, $3.3 million andzero, respectively.

Common Stock Rights

Our authorized capital stock consists of 3,300,000,000 shares of common stock and 200,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock have been issued or are currently outstanding.

Voting rights

Holders of common stock will vote as a single class and are entitled toone vote per share on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Preemptive or similar rights

Holders of shares of our common stock do not have preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends and distributions

Holders of common stock are entitled to receive dividends at the same rate, when, as and if declared by our Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of one or more outstanding series of our preferred stock. To date, no dividends have been declared or paid by us.

Upon our liquidation, dissolution, or winding up, subject to the rights of holders of one or more outstanding series of preferred stock having liquidation preferences, the holders of shares of our common stock are entitled to receive pro rata share of our remaining assets available for distribution.

Note 11 - Earnings Per Share

The following tables set forth the computation of basic and diluted net income per share of common stock:

In periods of loss, the number of shares used to calculate diluted net income (loss) per share is the same as basic net income (loss) per share. The following securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net income per share in the periods presented due to their anti-dilutive effect:

Note 12 - Leases

The Company has operating leases for corporate offices under non-cancelable agreements with various expiration dates. Our leases do not have significant rent escalation, holidays, concessions, material residual value guarantees, material restrictive covenants, or contingent rent provisions. Our leases include both lease (e.g., fixed payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component. In addition, we have elected the practical expedient to exclude short-term leases, which have an original lease term of one year or less, from our operating lease right-of-use assets and operating lease liabilities as well as the package of practical expedients relating to the adoption of ASC 842.

The Company subleases three offices. The subleases have remaining lease terms of less than eleven years. Sublease income, which is recorded as a reduction of rent expense and allocated to the appropriate financial statement line items to arrive at Income from operationson our Consolidated Statements of Operations, was immaterial for the years ended December 31, 2025, 2024, and 2023.

The following are additional details related to operating leases recorded on our Consolidated Balance Sheets as of December 31, 2025 and 2024:

Rent expense was $32.5 million, inclusive of $5.2 million related to the Waltham Lease Restructuring, $64.9 million, inclusive of $38.8 million related to the Waltham Lease Restructuring, and $17.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Other information related to leases was as follows:

The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases to the total lease liabilities recognized as of December 31, 2025 (in millions):

Included in the undiscounted future minimum lease payments for the years ended December 31, 2026 are future tenant improvement allowance reimbursements related to our Ra’anana, Israel; Vancouver, Washington; and Waltham, Massachusetts leases.

Operating lease amounts above do not include sublease income. The Company expects to receive sublease income totaling $16.5 million over the next five years, net of tenant improvement allowances provided to the sublessee, and $8.1 million thereafter. Additionally, the Company has executed sublease agreements that are expected to commence in 2026. These subleases are expected to generate sublease income of $27.3 million, net of provided tenant improvement allowances.

Expense associated with short-term leases and variable lease costs were immaterial for the years ended December 31, 2025, 2024, and 2023. The expense related to short-term leases reasonably reflected our short-term lease commitments.

Current Year Leasing Activity

Relating to our new office space in Waltham, Massachusetts, the lease commenced in May 2025 resulting in additional lease liabilities arising from obtaining right-of-use assets of $36.3 million.

In June 2025, the measurement for determining gross areas at the Company’s corporate headquarters under construction in Vancouver, Washington, was finalized. This resulted in additional rentable square footage that was previously indeterminate, increasing the corresponding fixed minimum lease payments. This remeasurement resulted in the Company recording additional right-of-use assets and lease liabilities of $12.0 million.

Relating to our office space in Vancouver, Washington, we recognized impairment charges of $11.7 million to reduce the carrying value of the associated right-of-use asset. These charges are presented within General and administrative on the Consolidated Statements of Operations and relate to certain space which were intended to sublease.

Other impairments and abandonments recognized during the year were immaterial and relate to subleased space and locations no longer utilized in our operations.

Prior Year Leasing Activity

Relating to our office space in Waltham, Massachusetts, the third and fourth phases of the lease commenced in April 2024 which, collectively, resulted in additional lease liabilities arising from obtaining right-of-use assets of $8.5 million. We recognized impairment charges of $4.3 million to reduce the carrying value of the associated right-of-use assets. Additionally, we recognized impairment charges of $4.8 million to reduce the carrying value of the right-of-use asset associated with the second phase of the lease. These charges are presented within General and administrative on the Consolidated Statements of Operations and relate to certain spaces which were intended to sublease. During the second quarter of 2024, the Company committed to the cease-use of all phases except for the first and second phases. As a result, we incurred lease abandonment charges of $4.1 million for the vacated spaces. These charges were allocated among the appropriate financial statement line items on the Consolidated Statements of Operations.

Subsequently, in July 2024, the Company executed an agreement to restructure its existing lease commitments (“Waltham Lease Restructuring”). Pursuant to the agreement, the Company made a payment of $59.1 million. In accordance with ASC 842, the Company remeasured its lease liabilities using the revised lease payments under the modified agreement, which included the $59.1 million, and reallocated the remaining minimum lease payments in the contract to the remaining lease components. The reallocated portion of the minimum lease payments for the final phase, which had not yet commenced, of $13.1 million was recorded as a prepaid. These charges will be recognized in rent expense over the remaining lease terms which originally ranged from December 31, 2024 to December 31, 2025. The increase in our operating lease right-of-use assets resulting from the $59.1 million payment, combined with the shortened lease term, increased the amortization of those assets. Refer to the discussion below regarding the subsequent amendment to the agreement in November 2024. The Company also recorded a gain of $1.7 million as a result of the modification, which is presented within General and administrative on the Consolidated Statements of Operations for the year ended December 31, 2024. Additionally, the fifth phase of the lease commenced in the third quarter of 2024, resulting in additional lease liabilities arising from obtaining right-of-use assets of $16.1 million.

Also in July 2024, the Company executed a new lease agreement for separate office space in Waltham, Massachusetts with the same landlord, with rent payments expected to commence in the first quarter of 2026. The lease will terminate on December 31, 2038. The lease is subject to fixed-rate rent escalations and provides for $7.6 million in tenant improvements and the option to extend the lease fortwo terms offive years each. The Company determined that it is the accounting owner of all tenant improvements. Undiscounted lease payments are $62.1 million.

In November 2024, the Company executed an amendment to the Waltham Lease Restructuring agreement (“Amended Waltham Lease Restructuring”). Pursuant to the amendment, the Company agreed to lease separate office space in Waltham, Massachusetts with the same landlord in place of certain remaining lease components of the existing space, whereby the existing space terminated immediately upon execution. The Company derecognized right-of-use assets of $17.6 million and operating lease liabilities of $1.4 million associated with these components, as well as $13.1 million in prepaid rent and $0.8 million in initial direct costs resulting from the accounting treatment of the termination fee to a leased space which had not commenced as of the execution date. Additionally, in accordance with ASC 842, the resulting loss was partially offset by $1.6 million due to the difference between the present value of the lease payments and the market rent. This resulted in a net loss of $28.3 million which was allocated to the appropriate financial statement line items on the Consolidated Statements of Operations. The remaining components which were not impacted by the amendment terminated on December 31, 2024 under the terms of the Amended Waltham Lease Restructuring (refer to the separate amendment agreement subsequently signed below). Related to the Amended Waltham Lease Restructuring, rent payments commenced in the first quarter of 2025. The lease ends on December 31, 2025 and provides the option to extend the lease for up to three months. Undiscounted lease payments are $1.5 million.

Additionally, in November 2024, the Company executed a second amendment to the Waltham Lease Restructuring agreement to extend the term for a portion of the remaining components, which were set to terminate on December 31, 2024, by three months to terminate on March 31, 2025. The Company was not obligated to make any additional lease payments as a result of the extension.

Relating to our new corporate headquarters in Vancouver, Washington, the sixth floor of the lease commenced in March 2024. The commencement of the floor resulted in additional lease liabilities arising from obtaining right-of-use assets of $27.5 million. The seventh, eighth, and ninth floors of the lease commenced in April, May, and June, respectively. The commencement of these floors resulted in additional lease liabilities arising from obtaining right-of-use assets of $59.2 million. The tenth floor and lobby of the lease commenced in September, resulting in additional lease liabilities arising from obtaining right-of-use assets of $15.4 million. The amenities portion of the lease commenced in October, resulting in additional lease liabilities arising from obtaining right-of-use assets of $4.4 million. During the year ended December 31, 2024, we recognized impairment charges of $37.9 million to reduce the carrying value of the right-of-use assets associated with certain spaces of the leased premises which were intended to sublease. These charges are presented within General and administrative on the Consolidated Statements of Operations.

Relating to our office space in Ra’anana, Israel, which commenced during the third quarter of 2023, we recognized additional impairment charges of $5.9 million during the year ended December 31, 2024 related to certain spaces of the leased premises which were intended to sublease. These charges are presented within General and administrative on the Consolidated Statements of Operations.

Note 13 - Equity-based Compensation

2020 Omnibus Incentive Plan- On May 26, 2020, the Board adopted the Omnibus Plan. The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Company’s common stock or securities valued by reference to, or otherwise determined by reference to or based on, shares of common stock: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) interests in a limited liability company that is a subsidiary of the Company, and (vii) other equity-based and cash-based incentive awards as determined by the compensation committee of the Board or any properly delegated subcommittee.

The maximum aggregate number of shares of common stock that could be issued pursuant to awards under the Omnibus Plan was 18,650,000 shares (including other securities which have been issued under the plan and were converted into awards based on shares of common stock) (the “Plan Share Reserve”). The Omnibus Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x)5% of the number of shares of common stock outstanding on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the Board. As of December 31, 2025, the number of shares remaining available for future issuance under the Omnibus Incentive Plan was 17,318.

The Company currently has equity-based compensation awards outstanding as follows: restricted stock units, common stock options, and CEO Premium-Priced Performance Option. In addition, the Company recognizes equity-based compensation expense from awards granted to employees as further described below under HSKB Phantom Units.

Except where indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. For all grants issued, the service vesting condition is generally four years with 25% vesting on theone-year anniversary of the grant date of the award and 6.25% vesting quarterly thereafter; orthree years with 33% vesting on theone-year anniversary of the grant date of the award and 8.375% vesting quarterly thereafter.

The Company issues Performance-based Restricted Stock Units (PRSUs) that generally vest in three annual tranches over athree-year performance period, with allocation percentages varying by specific award terms. The actual number of PRSUs that employees ultimately earn depends on performance and may range from 0% to between 50% and 200% of the originally granted PRSUs. This payout percentage is determined by whether the Company or individual achieves specific performance targets during the related performance period, and employees must also maintain continued service with the Company. Performance is evaluated solely during each applicable performance period, with no opportunity to make up for unmet targets related to a previous performance period. Once PRSUs are earned based on the achieved performance level, they are settled by issuing an equivalent number of shares of the Company's common stock to the recipients.

During the second quarter of 2024, the Company issued market-based RSUs, which were approved by the Board. These awards will vest over the performance period which commenced on June 20, 2024, and will conclude on April 1, 2027. The vesting is based on the attainment of an average 30-day closing price of the applicable stock price threshold of the Company’s common stock at any time during the performance period and subject to continuous employment through the vesting dates.

In November 2025, the Company granted 9,678,000 stock option awards to our Chief Executive Officer and Chairman of the Company (the “CEO Premium-Priced Performance Option”) at an exercise price equal to $13.54, representing a premium price that is 140% of the fair market value of the price per share as of the Grant Date.

The CEO Premium-Priced Performance Option will vest based on the Company’s adjusted free cash flow per share and stock price performance over 12-month periods ending on the last day of each of the eight fiscal quarters of the Company during 24-month measurement periods (the “Performance Measurement Period”), starting with the fiscal quarter of the Company ending on or immediately following the one-year anniversary of the Grant Date and ending with the last fiscal quarter ending prior to the 10-year expiration date of the award. Under the terms of the CEO Premium-Priced Performance Option, the award is divided intosix equal tranches, with each tranche subject to a stock price goal (based on average closing stock price over a 20 consecutive trading day period) and adjusted free cash flow per share goal as follows:

To vest, both the stock price goal and the adjusted free cash flow goal must be achieved during the Performance Measurement Period. In addition, to ensure that the stock price goal is not achieved merely because the Company’s stock price appreciates due to broad market inflation, the stock price goal will only be satisfied if the Company’s TSR performance for the applicable 12-month period is at or above the 25th percentile of all companies in the Russell 3000 Index as of the Grant Date.

If the performance goals with respect to a tranche are satisfied prior to the applicable vesting date, such tranche will remain outstanding and will vest on the applicable vesting date, subject to continued service through such date. The service-based vesting condition lapses in one-third annual installments on each of the three-year, four-year and five-year anniversaries of the Grant Date.

Equity-based compensation expense is recognized over the requisite service period as each performance condition becomes probable of achievement. The weighted average grant fair value was $3.34. We measured the fair value of the CEO Premium-Priced Performance Option using a Monte Carlo simulation approach with the following assumptions: risk-free interest rate of 3.96%, expected term often years, expected volatility of 52.34%, and dividend yield of 0%.

Certain additional grants have other vesting periods approved by the Compensation Committee of the Board.

Restricted Stock Units

Restricted stock unit activity was as follows during the periods indicated:

Restricted Stock

Restricted stock activity was as follows during the periods indicated:

Common Stock Options

Common stock options activity was as follows during the period indicated:

Options have a maximum contractual term often years. The aggregate intrinsic value and weighted average remaining contractual terms of options outstanding and options exercisable were as follows as of December 31, 2025.

(1)The aggregate intrinsic value of options outstanding and exercisable iszero, as all options are out of the money.

Employee Stock Purchase Plan

On June 3, 2020, the Board adopted the ZoomInfo Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) that allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions of up to 15% of their eligible compensation and the IRS allowable limit per calendar year. The Compensation Committee of the Board administers the ESPP, including with respect to the frequency and duration of offering periods, the maximum number of shares that an eligible employee may purchase during an offering period, and, subject to certain limitations set forth in the ESPP, the per-share purchase price. Currently, the maximum number of shares that can be purchased by an eligible employee under the ESPP is 1,500 shares per offering period, and there aretwo six-month offering periods that begin in the second and fourth quarters of each fiscal year. The purchase price for one share of common stock under the ESPP is currently equal to 90% of the fair market value of one share of common stock on the first trading day of the offering period or the purchase date, whichever is lower.

The maximum aggregate number of shares of the common stock that may be issued under the ESPP is no more than 7,500,000 shares (the “ESPP Plan Share Reserve”). The ESPP also contains a provision that will add an additional number of shares of common stock to the ESPP Plan Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x)1% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (y) the ESPP Plan Share Reserve on the last day of the immediately preceding fiscal year, and (ii) a lower number of shares of common stock as may be determined by the Board.

The fair value of the ESPP purchase was determined using the Black-Scholes option pricing model outlined in the following table:

(1)The ESPP was suspended effective December 12, 2024, preventing the commencement of the December 15, 2024 offering.

The expected term for the purchases was based on the six-month offering period. We estimate the future stock price volatility based on the historical volatility of the Company with a lookback period commensurate with the expected term of the ESPP purchases. The risk-free rate is the implied yield available on U.S. Treasury zero-coupon bonds issued with a remaining term equal to the expected term.

The Company suspended the ESPP effective December 12, 2024, such that the offering period which would otherwise have begun on December 15, 2024 did not commence. As of December 31, 2025, the ESPP continues to be suspended. As such, there was no activity related to the ESPP during the year ended December 31, 2025.

The Company withheld $3.9 million and $7.0 million worth of ESPP contributions for the years ended December 31, 2024 and 2023, respectively, on behalf of participating employees through payroll deductions included in Accrued expenses and other current liabilitieson our Consolidated Balance Sheets. The Company purchased 406,006 and 339,282 shares of common stock under the ESPP during the years ended December 31, 2024 and 2023, respectively. The Company recognized $1.6 million and $3.1 million of equity-based compensation expense related to the ESPP for the years ended December 31, 2024 and 2023, respectively.

HSKB Phantom Units

In December 2019, HSKB I adopted the HSKB Funds, LLC 2019 Phantom Unit Plan wherein HSKB may grant Phantom Units (“HSKB Phantom Units”) to employees of the Company. HSKB Phantom Units are recorded as compensation expense of the Company in accordance with the measurement and recognition criteria of ASC 718 for awards made by economic interest holders to employees of the Company. HSKB Phantom Units represent the economic equivalent ofone share of common stock in the Company. In connection with the Reorganization Transactions, all HSKB Phantom Units were moved from HSKB I to HSKB II. Within 30 days of the later of the date upon which a Phantom Unit vests, HSKB II must settle the HSKB Phantom Unit in exchange for either (1) cash or (2) common stock as determined by the HSKB Manager, in each case, equal to the fair market value of such Common Unit at the time of such exchange.

Unamortized Equity-based Compensation

As of December 31, 2025, unamortized equity-based compensation costs related to each equity-based incentive award described above consist of the following:

The total intrinsic value of options that were exercised during the years ended December 31, 2025, 2024 and 2023 waszero, zero and $0.1 million, respectively. The total fair value of all other previously unvested equity-based awards that vested during the years ended December 31, 2025, 2024 and 2023 was $126.3 million, $175.2 million and $213.6 million, respectively.

Note 14 - Segment and Geographic Data

The Company operates asone operating segment, deriving revenues from customers by providing access to its go-to-market intelligence platform. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial information on a consolidated basis and uses net income (loss) for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM also reviews total assets, as reported on our Consolidated Balance Sheets, and Purchases of property and equipment and other assets, as reported on our Consolidated Statements of Cash Flows.

Long-lived assets by geographical region are based on the location of the legal entity that owns the assets, which includes Property and equipment, net and Operating lease right-of-use assets, net. As of December 31, 2025, long-lived assets held in the United States and Israel were $257.1 million and $15.4 million, respectively, representing approximately 99% of the consolidated total. As of December 31, 2024, long-lived assets held in the United States and Israel were $179.5 million and $19.0 million, respectively, representing approximately 98% of the consolidated total.

Contracts denominated in currencies other than U.S. Dollar were not material for the years ended December 31, 2025, 2024, and 2023. Revenues derived from customers and partners located outside the United States, as determined based on the address provided by our customers and partners, accounted for approximately 12%,12%, and 13% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Revenue by geographic region is as follows:

Note 14 - Segment and Geographic Data (continued)

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025, 2024, and 2023:

(1)Primarily includes employee-related salaries, bonuses, and commissions.

(2)Other segment items primarily include equity-based compensation expense.

Note 15 - Tax Receivable Agreements

In connection with the Reorganization Transactions, the Company entered into Tax Receivable Agreements that provide for the payment by the ZoomInfo Tax Group to such Pre-IPO Owners and certain Pre-IPO Owners of equity that held HoldCo Units immediately prior to the IPO of 85% of the benefits, if any, that the ZoomInfo Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of utilization or deemed utilization of certain tax attributes and benefits covered by the TRAs. The Company expects to benefit from the remaining 15% of the cash savings that it realizes.

The tax attributes and benefits covered by the Exchange Tax Receivable Agreement include (i) the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the ZoomInfo Tax Group’s allocable share of existing tax basis and tax basis adjustments that increased the tax basis of the tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or exchanges of units of ZoomInfo Holdings LLC for shares of common stock after the IPO, as well as certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement.

The tax attributes and benefits covered by the Reorganization Tax Receivable Agreement include certain tax attributes of the Blocker Companies, including the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions and certain other tax benefits.

Note 15 - Tax Receivable Agreements (continued)

As of December 31, 2025 and 2024, the Company had a liability of $2,731.9 million and $2,762.5 million respectively, related to its projected obligations under the TRAs. This liability, or a portion thereof, becomes payable once the tax attributes under the TRAs reduce the Company’s current income tax liability which would have been otherwise due absent such tax attributes. The liability will be reduced to the extent the tax attributes are expected to expire or otherwise cannot be applied to reduce the Company’s tax liabilities. The TRA liability is classified as current or noncurrent based on the expected date of payment and are included in our Consolidated Balance Sheets under the captions Current portion of tax receivable agreements liability and Tax receivable agreements liability, net of current portion, respectively.

The TRA remeasurement gains and losses are recorded within Other (income) loss, net on our Consolidated Statements of Operations. For the year ended December 31, 2025, we recognized a TRA remeasurement gain of $6.9 million principally due to a revaluation for the blended state tax rate. For the year ended December 31, 2024, we recognized a TRA remeasurement loss of $38.5 million principally due to a revaluation for the blended state tax rate, an increase to the cumulative liability due to TRA Holders resulting from a reduction in the management allocation percent withheld, and interest expense accrued on the current portion of the TRA liability. For the year ended December 31, 2023, we recognized a TRA remeasurement gain of $160.7 million principally due to a reduction in our future blended state tax rate resulting from Massachusetts legislation enacted in 2023 and to reduce TRA-related attributes that did not achieve tax savings under the terms of the TRA.

During the years ended December 31, 2025, 2024, and 2023, the Company made TRA payments of $23.6 million, $94.0 million, andzero, respectively.

Note 16 - Income Taxes

The components of income before provision for income taxes were as follows:

The Provision for income taxes consisted of the following:

The following is a reconciliation between the U.S. federal statutory tax rate and our effective tax rate for the current year, expressed in millions and as a percentage of income before income taxes:

(1)For the year ended December 31, 2025, state taxes in New York, California, and Arizona made up the majority of the tax effect in this category.

(2)Stock-based compensation includes nondeductible equity compensation and tax effects of shortfalls and windfalls.

The following is a reconciliation between the U.S. federal statutory tax rate and our effective tax rate, expressed as a percentage of income before taxes:

The Company made income tax payments (net of refunds received) during the year ended December 31, 2025, as follows:

Total cash paid for income taxes were $13.8 million and $12.2 million during the years ended December 31, 2024 and 2023, respectively.

Significant components of the Company’s deferred tax assets and liabilities were as follows:

As of December 31, 2025, the Company had gross U.S. federal net operating losses of $2,563.5 million, excess business interest expense carryforwards under IRC Sec. 163(j) of $67.7 million, and tax credit carryforwards of $32.0 million. As of December 31, 2024, the Company had gross U.S. federal net operating losses of $1,677.4 million, excess business interest expense carryforwards under IRC Sec. 163(j) of $148.6 million, and tax credit carryforwards of $27.9 million. The Company’s federal net operating losses and excess business interest expense carryforwards can be carried forward indefinitely, with the exception of $6.4 million of net operating losses generated before 2018 which expire between 2034 and 2037. Our federal tax credits will begin to expire in 2037. As of December 31, 2025, the Company had $2,145.6 million of gross state net operating losses, of which $77.6 million expires before 2035, $1,864.1 million expires between 2035 and 2055, and the remaining $203.9 million remains available to be carried forward indefinitely. The Company also had $3.7 million of state tax credits, which begin to expire in 2030.

After consideration of all positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies, and results of recent operations, management determined that it is more likely than not that a portion of our deferred tax assets will not be realized. As a result, we recorded a valuation allowance of $9.9 million and $10.9 million as of December 31, 2025 and 2024, respectively. The decrease in the valuation allowance as of December 31, 2025 as compared to December 31, 2024 is primarily due to release of valuation allowances on certain state and local net operating losses that are more likely than not to be realized due to state-specific carryforward periods.

We regularly evaluate the positions taken, or expected to be taken on tax returns, to determine if they constitute uncertain tax positions. Unrecognized tax benefits are reflected in our Consolidated Balance Sheets as a reduction of Deferred tax assets. If recognized, all unrecognized tax benefits at December 31, 2025 would affect the effective tax rate.

A reconciliation of the Company’s beginning and ending amount of unrecognized tax benefits is as follows:

Our policy is to record interest and penalties related to income taxes as a component of income tax expense. No interest or penalties have been accrued with respect to uncertain tax positions through December 31, 2025, as the Company has no tax due because of significant net operating loss carryforwards.

The OECD has issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two Model Rules, which call for a minimum tax of 15% on large corporations. A number of countries, including Israel and the United Kingdom, are currently proposing or have enacted legislation to implement core elements of the Pillar Two proposal. We are closely monitoring developments and evaluating their potential impact. Enactments effective in 2025 did not have a significant impact on our 2025 financial results, nor do we anticipate a significant impact on our financial results during the transition period due to safe harbor relief.

Our foreign earnings are available for repatriation to the United States, and we accrue a liability for the tax we expect to apply upon repatriation. As of December 31, 2025 and 2024, we accrued $3.8 million and $2.4 million, respectively, for foreign withholding tax, which were included in Deferred tax liabilities in our Consolidated Balance Sheets.

The Company files income tax returns in the United States and various foreign jurisdictions where the Company has operations. The Company remains open to examination in the United States from 2014, in Israel from 2021, and in the United Kingdom from 2024. We consider our major state jurisdictions to be California, New York, and Massachusetts, and remain subject to examination in these states from 2015, 2017, and 2021, respectively. One of the Company’s subsidiaries is undergoing a federal tax audit in the United States with respect to its 2021 tax year.

Note 17 - Subsequent Events

Management has evaluated subsequent events from December 31, 2025 through the date the financial statement was available to be issued and has determined there are no material subsequent events that require disclosure other than as described below.

In February 2026, our board of directors authorized an additional $1.0 billion in repurchases under the Share Repurchase Program. Refer to Note 10 - Stockholders' Equity for additional information regarding the Share Repurchase Program.

Subsequent to December 31, 2025 and up through February 6, 2026, the Company repurchased and subsequently retired 2,713,866 shares of the Company’s common stock in the open market at a cost of $25.7 million for an average price of $9.45 per share, under the Share Repurchase Program described further in Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies to the consolidated financial statements.