ZoomInfo Technologies Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
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Notes to the Consolidated Financial Statements
Notes to Unaudited 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 | 9 |
|---|---|---|
| Note 2 | Revenue from Contracts with Customers | 11 |
| Note 3 | Investments | 12 |
| Note 4 | Property and Equipment | 13 |
| Note 5 | Goodwill and Acquired Intangible Assets | 13 |
| Note 6 | Financing Arrangements | 15 |
| Note 7 | Derivatives and Hedging Activities | 15 |
| Note 8 | Fair Value | 16 |
| Note 9 | Commitments and Contingencies | 18 |
| Note 10 | Earnings Per Share | 19 |
| Note 11 | Leases | 20 |
| Note 12 | Equity-based Compensation | 20 |
| Note 13 | Segment and Geographic Data | 21 |
| Note 14 | Tax Receivable Agreements | 22 |
| Note 15 | Income Taxes | 22 |
| Note 16 | Subsequent Events | 23 |
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 is 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.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with the Company’s 2025 Form 10-K.
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2026 or any future period.
The accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair statement of financial position as of March 31, 2026, changes in stockholders’ equity and results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025.
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.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from those described in Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies in our 2025 Form 10-K.
Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies (continued)
Supplemental Financial Statement Information
Prepaid expenses and other current assets primarily consist of prepaid expenses, derivative assets, contract assets, and other current assets. Prepaid expenses were $26.2 million and $22.6 million as of March 31, 2026 and December 31, 2025, respectively.
Commissions payable at March 31, 2026 were $13.5 million, of which the current portion of $13.1 million was included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets and the long-term portion of $0.4 million was included in Other long-term liabilities on our Consolidated Balance Sheets. 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.
In March 2023, the Board authorized a program to repurchase the Company’s common stock (the “Share Repurchase Program”). In February 2026, the Board authorized an additional $1.0 billion bringing the aggregate total authorizations as of March 31, 2026 to $2.6 billion, of which $1,140.1 million remained 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.
During the three months ended March 31, 2026, the Company repurchased and subsequently retired 13,099,790 shares of common stock at an average price of $6.91 per share, for an aggregate $90.5 million. During the three months ended March 31, 2025, the Company repurchased and subsequently retired 8,598,274 shares of common stock at an average price of $11.05 per share, for an aggregate $95.0 million.
During the three months ended March 31, 2026, and 2025, the Company recorded the associated excise taxes of $0.7 million and $0.8 million, respectively.
Reclassifications
Certain reclassifications have been made in 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.
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.
Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies (continued)
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, 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.
Note 2 - Revenue from Contracts with Customers
Revenue comprised the following service offerings:
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2026 | 2025 |
| Subscription | $303.5 | $301.9 |
| Usage-based | 5.4 | 3.2 |
| Other | 1.3 | 0.6 |
| Total revenue | $310.2 | $305.7 |
Subscription revenue is comprised primarily of go-to-market business intelligence tools that allow our customers to access our software-as-a-service (“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 and is recognized to other revenue as services are delivered.
Note 2 - Revenue from Contracts with Customers (continued)
Of the total revenue recognized in the three months ended March 31, 2026, $240.4 million was included in the unearned revenue balance as of December 31, 2025. Of the total revenue recognized in the three months ended March 31, 2025, $242.7 million was included in the unearned revenue balance as of December 31, 2024. Revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods was not material.
Significant Customers
No single customer accounted for 10% or more of our revenue for the three months ended March 31, 2026 and 2025, or accounted for more than 10% of accounts receivable as of March 31, 2026 and December 31, 2025.
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.
As of March 31, 2026 and December 31, 2025, the Company had contract assets of $4.1 million and $5.2 million, respectively, which are recorded within Prepaid expenses and other current assets on our Consolidated Balance Sheets.
As of March 31, 2026 and December 31, 2025, the Company had unearned revenue of $479.2 million and $477.8 million, respectively. Changes in unearned revenue are primarily due to seasonality, the compounding effects of renewals, invoice duration, invoice timing, transaction size, and new business timing within the quarter.
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:
| (in millions) | Recognized within one year | Noncurrent | Total |
|---|---|---|---|
| As of March 31, 2026 | $860.9 | $322.5 | $1,183.4 |
| As of December 31, 2025 | 887.4 | 365.0 | 1,252.4 |
Note 3 - Investments
Investments consisted of the following as of March 31, 2026:
| (in millions) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value |
|---|---|---|---|---|
| Corporate debt securities | $1.5 | $— | $— | $1.5 |
| Securities guaranteed by U.S. government | 2.5 | — | — | 2.5 |
| Total investments | $4.0 | $— | $— | $4.0 |
Note 3 - Investments (continued)
Investments consisted of the following as of December 31, 2025:
| (in millions) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value |
|---|---|---|---|---|
| Corporate debt securities | $1.5 | $— | $— | $1.5 |
| Securities guaranteed by U.S. government | 2.5 | — | — | 2.5 |
| Total investments | $4.0 | $— | $— | $4.0 |
Refer to Note 8 - Fair Value for further information regarding the fair value of our financial instruments.
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 March 31, 2026 and December 31, 2025:
| (in millions) | March 31, 2026 | December 31, 2025 |
|---|---|---|
| Due within one year | $4.0 | $4.0 |
| Total | $4.0 | $4.0 |
Note 4 - Property and Equipment
The Company’s property and equipment consist of the following:
| March 31, | December 31, | |
|---|---|---|
| (in millions) | 2026 | 2025 |
| Property and equipment, gross | $287.0 | $269.0 |
| Less: accumulated depreciation | (115.4) | (106.4) |
| Property and equipment, net | $171.6 | $162.6 |
Depreciation expense was $8.8 million and $7.4 million for the three months ended March 31, 2026 and 2025, respectively.
Note 5 - Goodwill and Acquired Intangible Assets
Goodwill was $1,692.7 million as of March 31, 2026 and December 31, 2025. There wereno events or circumstances indicating that goodwill might be impaired as of March 31, 2026 and December 31, 2025.
Note 5 - Goodwill and Acquired Intangible Assets (continued)
Intangible assets, other than goodwill, consisted of the following as of March 31, 2026 and December 31, 2025, respectively:
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net |
|---|---|---|---|
| Intangible assets subject to amortization: | |||
| Customer relationships | $288.1 | $(158.3) | $129.8 |
| Acquired technology | 331.3 | (291.7) | 39.6 |
| Brand portfolio | 11.5 | (9.3) | 2.2 |
| Total intangible assets subject to amortization | $630.9 | $(459.3) | $171.6 |
| Intangible assets not subject to amortization | |||
| Pre-Acquisition ZI brand portfolio | $33.0 | $— | $33.0 |
| Total intangible assets not subject to amortization | $33.0 | $— | $33.0 |
| Total intangible assets | $663.9 | $(459.3) | $204.6 |
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net |
|---|---|---|---|
| Intangible assets subject to amortization: | |||
| Customer relationships | $288.1 | $(153.4) | $134.7 |
| Acquired technology | 331.3 | (284.2) | 47.1 |
| Brand portfolio | 11.5 | (9.0) | 2.5 |
| Total intangible assets subject to amortization | $630.9 | $(446.6) | $184.3 |
| Intangible assets not subject to amortization: | |||
| Pre-Acquisition ZI brand portfolio | $33.0 | $— | $33.0 |
| Total intangible assets not subject to amortization | $33.0 | $— | $33.0 |
| Total intangible assets | $663.9 | $(446.6) | $217.3 |
There wereno events or circumstances indicating that indefinite-lived intangible assets might be impaired as of March 31, 2026 and December 31, 2025. Amortization expense was $12.6 million and $14.7 million for the three months ended March 31, 2026 and 2025, respectively.
Note 6 - Financing Arrangements
As of March 31, 2026 and December 31, 2025, the carrying values of the Company’s borrowings were as follows (in millions):
| Instrument · Date of Issuance · Maturity Date · Elected Interest Rate · March 31, 2026 · December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| First Lien Term Loan | February 1, 2019 | February 28, 2030 | SOFR + 1.75% | $578.0 | $579.3 | ||
| First Lien Revolving Credit Facility | February 1, 2019 | February 28, 2028 | SOFR + 2.10% | 100.0 | 100.0 | ||
| Senior Notes | February 2, 2021 | February 1, 2029 | 3.875% | 645.1 | 644.7 | ||
| Total debt | $1,323.1 | $1,324.0 | |||||
| Less: current portion | (5.9) | (5.9) | |||||
| Total Long-term debt, net of current portion | $1,317.2 | $1,318.1 | |||||
The effective interest rate on the First Lien Term Loan was 5.66% and 5.71% as of March 31, 2026 and December 31, 2025, respectively.
Note 7 - Derivatives and Hedging Activities
For a description of our derivative instruments and hedging policies, refer to Note 7 – Derivatives and Hedging Activities in our 2025 Form 10-K.
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 March 31, 2026, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
| Interest Rate Derivatives (Level 2) | Number of Instruments | Notional Aggregate Principal Amount (in millions) | Fixed Rate | Maturity Date |
|---|---|---|---|---|
| Interest rate swap contracts | Two | $425.0 | 3.280% | February 28, 2028 |
The Company expects to recognize approximately $1.6 million of net pre-tax gains from Accumulated other comprehensive income ("AOCI") 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 (Loss) for amounts reclassified into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.
Note 7 - Derivatives and Hedging Activities (continued)
The following table summarizes the fair value and presentation on our Consolidated Balance Sheets for derivatives as of March 31, 2026 and December 31, 2025 (in millions):
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Instrument | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities |
| Derivatives designated as hedging instruments: | ||||
| Interest rate swap contracts(1) | $1.6 | $— | $1.4 | $— |
| Interest rate swap contracts(2) | 0.9 | — | — | — |
| Total designated derivative fair value | $2.5 | $— | $1.4 | $— |
(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.
The Company's interest rate swap agreements contain credit-risk related contingent features, including cross-default provisions, credit event upon merger provisions, and additional termination events tied to the Company's First Lien Credit Agreement, which could give rise to early termination. To mitigate counterparty credit risk, the Company transacts only with major financial institutions with high credit ratings and monitors counterparty risk on an ongoing basis. The Company is not required to pledge collateral related to these derivative instruments.
Note 8 - Fair Value
For a description of our fair value measurement policies and classification methodologies, refer to Note 8 – Fair Value in our 2025 Form 10-K.
The fair value of our First Lien Term Loan and Senior Notes was $576.3 million and $539.5 million as of March 31, 2026, and $577.8 million and $611.0 million as of December 31, 2025, 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 overnight index swap 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 an income valuation approach to value long-lived assets (when a market valuation approach is unavailable). 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):
| Fair Value at March 31, 2026 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Measured on a recurring basis: | |||
| Assets: | |||
| Cash equivalents: | |||
| Certificates of deposit | $11.2 | $— | $— |
| Money market mutual funds | 1.3 | — | — |
| Investments:(1) | |||
| Corporate debt securities | $— | $1.5 | $— |
| Securities guaranteed by U.S. government | — | 2.5 | — |
| Derivative assets:(2) | |||
| Interest rate swap contracts | $— | $1.6 | $— |
| Interest rate swap contracts | — | 0.9 | — |
| Total | $12.5 | $6.5 | $— |
| Measured on a non-recurring basis: | |||
| Assets: | |||
| Impaired lease-related assets(3) | $— | $— | $3.0 |
| Total | $— | $— | $3.0 |
| Fair Value at December 31, 2025 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Measured on a recurring basis: | |||
| Assets: | |||
| Cash equivalents: | |||
| Certificates of deposit | $10.6 | $— | $— |
| Money market mutual funds | 1.2 | — | — |
| Investments:(1) | |||
| Corporate debt securities | $— | $1.5 | $— |
| Securities guaranteed by U.S. government | — | 2.5 | — |
| Derivative assets:(2) | |||
| Interest rate swap contracts | $— | $1.4 | $— |
| Total | $11.8 | $5.4 | $— |
| Measured on a non-recurring basis: | |||
| Impaired lease-related assets(3) | $— | $— | $4.0 |
| Total | $— | $— | $4.0 |
(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 recorded at fair value pursuant to impairment charges that occurred during the first quarter of 2026 and fourth quarter of 2025. Refer to Note 12 - Leases in our 2025 Form 10-K.
There were no transfers between fair value measurement levels during the three months ended March 31, 2026.
Note 9 - Commitments and Contingencies
Non-cancelable purchase obligations
For information related to outstanding non-cancelable purchase obligations and lease-related obligations, refer to the amounts disclosed in the audited financial statements in our 2025 Form 10-K. Amounts of non-cancelable purchase obligations mainly relate to third-party cloud hosting and software-as-a-service arrangements. For information regarding financing-related obligations, refer to Note 6 - Financing Arrangements.
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. Even if we believe these matters are without merit and are vigorously defending them, we may not be successful. Any litigation to which we are a party may be resolved adversely or we may be subject to an unfavorable judgment that may not be reversed upon appeal. We may also decide to settle litigation, disputes, or other legal proceedings in some instances on terms that are unfavorable to us. In addition, we may become subject to orders or consent decrees imposed by government or regulatory authorities. Adverse decisions and settlements could affect our operating results in future periods or result in a liability or other amounts material to our consolidated financial statements.
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.
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.
Note 9 - Commitments and Contingencies (continued)
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. On March 3, 2025, the United States District Court for the Western District of Washington entered an order consolidating the first two derivative actions into one consolidated derivative action. That consolidated derivative action is stayed pending further developments in the securities action described above. A third derivative action was filed on March 25, 2026 in the Delaware State Court of Chancery. The factual allegations in all of 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. The Company intends to vigorously defend against these lawsuits.
Note 10 - Earnings Per Share
The following tables set forth the computation of basic and diluted net income per share of common stock:
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions, except shares and per share amounts) | 2026 | 2025 |
| Basic net income per share attributable to common stockholders | ||
| Numerator: | ||
| Net income | $29.3 | $26.8 |
| Denominator: | ||
| Weighted average number of shares of common stock outstanding | 302,451,474 | 340,741,847 |
| Basic net income per share attributable to common stockholders | $0.10 | $0.08 |
| Diluted net income per share attributable to common stockholders | ||
| Numerator: | ||
| Net income | $29.3 | $26.8 |
| Denominator: | ||
| Weighted average shares of common stock outstanding used to calculate diluted net income per share | 302,451,474 | 340,741,847 |
| Diluted net income per share attributable to common stockholders | $0.10 | $0.08 |
Note 10 - Earnings Per Share (continued)
Potentially dilutive securities excluded due to their anti-dilutive effect were as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Restricted stock units | 14,134,205 | 13,614,370 |
| CEO Premium-Priced Performance Option | 9,678,000 | — |
| Exercise of common stock options | 189,014 | 226,924 |
| Total anti-dilutive securities | 24,001,219 | 13,841,294 |
For a description of the terms and conditions of these securities, refer to Note 13 – Equity-Based Compensation in our 2025 Form 10-K.
Note 11 - Leases
For a description of our lease accounting policies and practical expedients elected, refer to Note 12 – Leases in our 2025 Form 10-K.
Rent expense was $8.1 million, inclusive of $3.7 million related to lease restructuring activities, and $8.6 million, inclusive of $1.1 million related to the Waltham Lease Restructuring, for the three months ended March 31, 2026 and 2025, respectively.
Other information related to leases was as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2026 | 2025 |
| Supplemental Cash Flow Information | ||
| Cash paid for amounts included in the measurement of operating lease liabilities | $5.7 | $2.2 |
| Cash received for tenant incentive reimbursement | 10.6 | 14.7 |
Note 12 - Equity-based Compensation
For a description of our equity-based compensation plans and related terms, refer to Note 13 – Equity-based Compensation in our 2025 Form 10-K.
Restricted Stock Units
Restricted stock unit activity for the three months ended March 31, 2026 was as follows:
| Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested at beginning of period | 16,327,640 | $12.32 |
| Granted | 583,567 | 9.24 |
| Granted - performance-based | 19,100 | 6.56 |
| Added by performance factor | 169,313 | 9.61 |
| Vested | (1,995,507) | 13.48 |
| Forfeited | (969,908) | 11.93 |
| Unvested at end of period | 14,134,205 | 12.05 |
Note 12 - Equity-based Compensation (continued)
Unamortized Equity-based Compensation
As of March 31, 2026, unamortized equity-based compensation costs consist of the following:
| (in millions) | Amount | Weighted Average Remaining Service Period (in years) |
|---|---|---|
| Restricted stock units | $134.3 | 1.8 |
| HSKB Phantom Units | 2.6 | 1.6 |
| CEO Premium-Priced Performance Option | 30.8 | 7.1 |
| Total unamortized equity-based compensation cost | $167.7 | 2.8 |
Note 13 - 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 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 March 31, 2026, long-lived assets held in the United States were $267.7 million, representing approximately 95% of the consolidated total. As of December 31, 2025, long-lived assets held in the United States were $257.1 million, representing approximately 93% of the consolidated total.
Contracts denominated in currencies other than U.S. Dollar were not material for the three months ended March 31, 2026 and 2025. 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 11% and 12% of total revenue for the three months ended March 31, 2026 and 2025, respectively. Revenue by geographic region is as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2026 | 2025 |
| United States | $275.7 | $269.5 |
| Rest of World | 34.5 | 36.2 |
| Total revenue | $310.2 | $305.7 |
Note 13 - Segment and Geographic Data (continued)
The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2026 | 2025 |
| Revenue | $310.2 | $305.7 |
| Less: | ||
| Employee compensation expense(1) | 102.9 | 114.7 |
| Payroll tax and benefits expense | 25.7 | 26.7 |
| Technology expense | 17.6 | 14.5 |
| Marketing expense | 9.7 | 9.3 |
| Facilities expense | 5.4 | 8.2 |
| Bad debt expense | 5.9 | 4.3 |
| Hosting and infrastructure expense | 12.3 | 9.8 |
| Other segment items(2) | 51.4 | 45.8 |
| Depreciation and amortization expense | 21.4 | 22.1 |
| Interest expense, net | 13.5 | 9.8 |
| Other loss, net | 0.1 | 0.9 |
| Income tax expense | 15.0 | 12.8 |
| Net income | $29.3 | $26.8 |
(1)Primarily includes employee-related salaries, bonuses, and commissions.
(2)Other segment items primarily include equity-based compensation expense.
Note 14 - Tax Receivable Agreements
For information related to our TRAs, refer to Note 15 - Tax Receivable Agreements in our 2025 Form 10-K.
As of March 31, 2026 and December 31, 2025, the Company had a liability of $2,730.4 million and $2,731.9 million, respectively, related to its projected obligations under the TRAs.
During the three months ended March 31, 2026 and 2025, we recognized a TRA measurement gain of $1.4 millionand a TRA measurement loss of $1.2 million, respectively, within Other loss, neton our Consolidated Statements of Operations. TRA remeasurement gain or loss is principally due to revaluation for the blended state tax rate.
No payments were made to TRA holders pursuant to the TRA during the three months ended March 31, 2026 and 2025.
Note 15 - Income Taxes
The Company’s provision for income taxes for both the three months ended March 31, 2026 and 2025 was based on our projected annual effective tax rate for fiscal year 2026 and 2025, respectively, adjusted for specific items that are required to be recognized in the period in which they occur.
The effective tax rate, inclusive of items specific to the period, for the three months ended March 31, 2026 and 2025 was 33.9% and 32.2%, resulting in income tax expense of $15.0 million and $12.8 million, respectively.
Note 15 - Income Taxes (continued)
The Company’s projected 2026 annual effective tax rate differed from the U.S. federal statutory rate of 21.0% due to U.S. state taxes, non-deductible equity compensation expense, and foreign taxes, partially offset by research and development credits. Further, the Company’s annual effective tax rate includes period specific costs associated with shortfalls in tax-deductible equity compensation compared to amounts recognized in our financial accounts.
The Company received income tax refunds, net of taxes paid, of $7.0 million during the three months ended March 31, 2026. Cash paid for income taxes was $2.9 million during the three months ended March 31, 2025.
Note 16 - Subsequent Events
Management has evaluated subsequent events from March 31, 2026 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.
Subsequent to March 31, 2026 and up through April 30, 2026, the Company repurchased and subsequently retired 3,164,926 shares of the Company’s common stock in the open market at a cost of $18.6 million for an average price of $5.89 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.
First Lien Credit Agreement Amendment
On May 8, 2026, the Company entered into an amendment of its existing credit agreement that provided for, among other things, an increase to existing commitments under the First Lien Revolving Credit Facility by $26.0 million.
Restructuring Program
On May 5, 2026, the Company’s Board of Directors (the "Board") approved a restructuring program (the “2026 Restructuring Program”) in order to reduce operating costs and drive stronger operating leverage. The 2026 Restructuring Program is anticipated to entail a global reduction in force impacting approximately 20% of the Company’s ending first quarter headcount. Of the impacted roles, approximately one-fourth will be reallocated to or offset by hiring in different locations. The 2026 Restructuring Program is expected to be substantially complete by the end of 2026 resulting in estimated aggregate pre-tax charges in the range of $45.0 million to $60.0 million, the majority of which are expected to result in cash expenditures. These expenditures primarily consist of one-time termination benefits to affected employees, including but not limited to severance payments and benefits.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.