ZoomInfo Technologies Inc.

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

Business

ZoomInfo Technologies Inc., through its operating subsidiaries, (the “Company,” “we,” “us,” “our,” and “ZoomInfo”) provides an all-in-one AI 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 Annual Report on Form 10-K of ZoomInfo Technologies Inc. for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 (the “2025 Form 10-K”).

The results of operations for the three and nine months ended September 30, 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 September 30, 2026, changes in stockholders’ equity and results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 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, except as described below.

Additionally, during the second quarter of 2026, the Company assessed the potential impairment of its long-lived assets under the ASC 360 recoverability test, concluding no impairment was necessary.

Equity-Based Compensation Expense

Compensation expense for liability-classified awards, settled in a variable number of shares determined by dividing the value earned by each eligible employee by the Company’s stock price at settlement, is remeasured at estimated fair value at each reporting date from the service inception date through settlement, with changes in fair value recognized as compensation cost in the period of change. For liability-classified awards with performance conditions, compensation cost is accrued based on management’s assessment of the probable level of performance attainment at each reporting date and adjusted as estimates change. If no attainment level is probable, no compensation cost is recognized and previously recognized cost is reversed. Upon settlement, the cumulative liability is reclassified to equity.

Compensation expense related to the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”) is equity-classified and measured at the estimated fair value of the purchase rights on the grant date, which is the first day of each twenty-four month offering period, using the Black-Scholes option pricing model. Compensation cost is recognized on a graded-vesting basis over the requisite service period of each six-month purchase period within the twenty-four month offering period.

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 $29.3 million and $22.6 million as of September 30, 2026 and December 31, 2025, respectively.

Commissions payable at September 30, 2026 were $10.2 million, of which the current portion of $10.1 million was included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets and the long-term portion of $0.1 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.

Share Repurchase Program

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 September 30, 2026 to $2.6 billion, of which $1,104.4 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 September 30, 2026, the Company repurchased and subsequently retired 2,549,649 shares of common stock at an average price of $2.94 per share, for an aggregate $7.5 million. During the nine months ended September 30, 2026, the Company repurchased and subsequently retired 21,902,952 shares of common stock at an average price of $5.76 per share, for an aggregate $126.2 million. During the three months ended September 30, 2025, the Company repurchased and subsequently retired 8,283,044 shares of common stock at an average price of $10.46 per share, for an aggregate $86.6 million. During the nine months ended September 30, 2025, the Company repurchased and subsequently retired 32,757,891 shares of common stock at an average price of $10.01 per share, for an aggregate $328.0 million.

During the three months ended September 30, 2026, the Company did not record any associated excise taxes, compared to $0.7 million during the three months ended September 30, 2025. During the nine months ended September 30, 2026, the Company recorded associated excise taxes of $0.9 million, compared to $2.8 million during the nine months ended September 30, 2025.

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.

Restructuring

In May 2026, the Company’s Board of Directors 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 of approximately 600 employees, impacting approximately 20% of the Company’s headcount as of the end of the first quarter of 2026, which includes the planned closure of the Company’s operations in Israel. The 2026 Restructuring Program is expected to be substantially complete by the end of 2026.

During the three and nine months ended September 30, 2026, the Company incurred restructuring charges of $7.6 million and $29.2 million, respectively, related to the 2026 Restructuring Program, 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 nine months ended September 30, 2026, the Company made cash payments of $15.8 million related to the 2026 Restructuring Program. The remaining liability of $13.4 million is included within Accrued expenses and other current liabilities on our Consolidated Balance Sheets and expected to be paid through the first quarter of 2027. The Company estimates total restructuring charges under the 2026 Restructuring Program to be approximately $33 million.

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, 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:

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 as revenue as services are delivered.

Of the total revenue recognized in the three and nine months ended September 30, 2026, $70.9 million and $438.5 million, respectively, were included in the unearned revenue balance as of December 31, 2025. Of the total revenue recognized in the three and nine months ended September 30, 2025, $68.8 million and $436.4 million, respectively, were 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.

Note 2 - Revenue from Contracts with Customers (continued)

Significant Customers

No single customer accounted for 10% or more of our revenue for the three and nine months ended September 30, 2026 and 2025, or accounted for more than 10% of accounts receivable as of September 30, 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 September 30, 2026 and December 31, 2025, the Company had contract assets of $5.5 million and $5.2 million, respectively, which are recorded within Prepaid expenses and other current assets on our Consolidated Balance Sheets.

As of September 30, 2026 and December 31, 2025, the Company had unearned revenue of $420.8 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:

Note 3 - Investments

Investments consisted of the following as of September 30, 2026:

Note 3 - Investments (continued)

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

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 September 30, 2026 and December 31, 2025:

Note 4 - Property and Equipment

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

Depreciation expense was $10.0 million and $8.2 million for the three months ended September 30, 2026 and 2025, respectively. Depreciation expense was $27.9 million and $22.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 5 - Goodwill and Acquired Intangible Assets

The following table presents the changes in the carrying amount of goodwill for the nine months ended September 30, 2026:

As of September 30, 2026, accumulated goodwill impairment losses were $650.5 million. There wereno accumulated goodwill impairment losses as of December 31, 2025.

Note 5 - Goodwill and Acquired Intangible Assets (continued)

During the second quarter of 2026, the Company assessed both the events that occurred and circumstances that changed since its latest annual impairment assessment. Based on the totality of those events and circumstances, which included a sustained decrease in share price, industry considerations, and a decline in planned revenues and earnings as a result of key changes in strategy, the Company concluded that, in accordance with ASC 350, a triggering event occurred during the second quarter of 2026 indicating that potential impairment existed. As a result, the Company was required to conduct an interim test.

Additionally, during the second quarter, the Company subsequently determined that the carrying amount of its reporting unit exceeded its fair value, resulting in a goodwill impairment loss of $650.5 million, which is presented as a separate line item within operating expenses in the Consolidated Statements of Operations.

The Company estimated the fair value of its reporting unit using an equal weighting of an income approach, employing a discounted cash flow model, and a market approach, employing a guideline public company approach. The discounted cash flow model required the Company to make various assumptions regarding the timing and amount of cash flows, including growth rates, operating margins and capital expenditures, as well as the terminal value of the Company at the end of the projection period. The terminal value was estimated using a long-term growth rate, which was based on expected trends and inflation data. Additionally, a discount rate was determined for the reporting unit based on the risks of achieving the future cash flows, including risk applicable to the industry and market as a whole, as well as the capital structure of guideline public companies. Under the guideline public company approach, fair value was estimated by calculating operating data from guideline public companies. From the comparable companies, a representative market multiple is selected, which is applied to the Company’s financial metrics to estimate the fair value. Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that the Company believes are reasonable.

Intangible assets, other than goodwill, consisted of the following as of September 30, 2026 and December 31, 2025, respectively:

Note 5 - Goodwill and Acquired Intangible Assets (continued)

As a result of the interim test conducted during the second quarter of 2026, the Company first tested its indefinite-lived intangible assets for impairment in accordance with ASC 350, concludingno impairment was necessary.

There wereno events or circumstances indicating that indefinite-lived intangible assets might be impaired as of December 31, 2025.

Amortization expense was $12.1 million and $14.6 million for the three months ended September 30, 2026 and 2025, respectively. Amortization expense was $36.7 million and $44.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 6 - Financing Arrangements

As of September 30, 2026 and December 31, 2025, the carrying values of the Company’s borrowings were as follows (in millions):

The effective interest rate on the First Lien Term Loan was 5.89% and 5.71% as of September 30, 2026 and December 31, 2025, respectively.

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.

Note 6 - Financing Arrangements (continued)

During the nine months ended September 30, 2026, the Company repurchased $93.3 million in aggregate principal amount of its Senior Notes for $78.2 million (in addition to accrued interest of $0.9 million) in cash. During the three and nine months ended September 30, 2026, the repurchases resulted in a gain on debt extinguishment of $3.4 million and $14.4 million, respectively, recorded within Gain on debt extinguishmentin the Consolidated Statements of Operations, representing the difference between the net carrying amount of the extinguished notes, inclusive of unamortized original issue discount and debt issuance costs, and the reacquisition price.

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 September 30, 2026, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

The Company expects to recognize approximately $4.9 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 (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.

The following table summarizes the fair value and presentation on our Consolidated Balance Sheets for derivatives as of September 30, 2026 and December 31, 2025 (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.

Note 7 - Derivatives and Hedging Activities (continued)

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 $532.9 million and $480.2 million as of September 30, 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). We estimate the fair value of goodwill using a combination of an income approach and a market approach. Under the income approach, we use a discounted cash flow method based on our internal financial forecasts. Under the market approach, we use market multiples of comparable publicly traded companies. Because these valuations contain unobservable inputs, we classify the measurement of the fair values of goodwill and long-lived assets as Level 3.

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

Note 8 - Fair Value (continued)

(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 both the first and second quarter of 2026 and fourth quarter of 2025. Refer to Note 12 - Leases in our 2025 Form 10-K.

(4)At May 31, 2026, goodwill with a carrying amount of $1,692.7 million was written down to its implied fair value of $1,042.2 million, resulting in an impairment charge of $650.5 million, which was included in earnings for the period. Refer to Note 5 - Goodwill and Acquired Intangible Assets for further information.

There were no transfers between fair value measurement levels during the nine months ended September 30, 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. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company also discloses when it is reasonably possible that a material loss may be incurred. Legal costs associated with these matters are expensed in the period in which they are incurred. Based on the information known by the Company as of the date of this filing, and except where otherwise indicated, the Company is unable to estimate the reasonably possible loss or range of loss, if any, with respect to the matters, described below because the proceedings are at an early stage, class certification has not been decided, discovery has not been completed, the plaintiffs seek unspecified damages, and/or the matters involve novel or unresolved questions of fact or law. 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, if we believe settlement is in the best interest of the Company and its stockholders. 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.

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. Datanyze LLC has since merged with and into ZoomInfo Technologies LLC, and ZoomInfo Technologies LLC will assume the defense of and otherwise handle the litigation. The suit seeks statutory damages, injunctive and other equitable relief, costs and attorneys’ fees. The Company 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 “2024 Securities Litigation”). 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. On October 16, 2026, ZoomInfo entered into a memorandum of understanding of terms with plaintiffs to settle the 2024 Securities Litigation. The proposed settlement stipulates a payment by ZoomInfo to the putative class in the amount of $44.0 million, a portion of which is expected to be covered by remaining insurance funds, in exchange for the dismissal of the 2024 Securities Litigation and a full release of all claims against the defendants. The proposed settlement is subject to preliminary and final approval by the U.S. District Court for the Western District of Washington and certain other conditions. The proposed settlement is not an admission of fault or wrongdoing by ZoomInfo or any other defendant. Rather, the Company believes that resolving the 2024 Securities Litigation at this time is in its best interest given the costs, uncertainty, and distraction of continued litigation. As a result of the aforementioned memorandum of understanding of terms entered into with the plaintiffs, the Company recorded a litigation settlement liability of $44.0 million as of September 30, 2026, which is presented within Accrued expenses and other current liabilitieson our Consolidated Balance Sheets. The Company is entitled to recover $25.0 million related to legal and litigation defense costs, as well as the settlement liability, under applicable insurance policies, which is presented within Prepaid expenses and other current assets onour Consolidated Balance Sheets.

On December 2, 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. On June 9, 2026, a fourth derivative action was filed in the Delaware State Court of Chancery. On June 15, 2026, a fifth derivative action was filed 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.

On August 5, 2026, a group of investment trusts and funds, including Advanced Series Trust and several Prudential Investment Funds, filed a non-class complaint against ZoomInfo Technologies Inc. and certain of its current and former officers in the United States District Court for the Western District of Washington. The complaint asserts similar claims and allegations as those in the securities class action case described above and seeks unspecified compensatory damages, costs and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.

On October 30, 2026, a second group of investment trusts and funds, including Harbor Capital Appreciation Fund and other Harbor Capital funds, filed a non-class complaint in the United States District Court for the Western District of Washington. The complaint asserts similar claims and allegations as those in the securities class action case described above. The Company intends to vigorously defend against this lawsuit.

On June 25, 2026, a putative class action lawsuit was filed against ZoomInfo Technologies Inc. and certain current officers 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 3, 2025, and May 11, 2026, alleges that the defendants overstated their confidence in statements related to the Company’s projected revenue outlook, the growth of its AI-driven products and its sustained improvement in net revenue retention, 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 August 20, 2026, 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. The factual allegations in this derivative case mirror the securities case described above. The complaint asserts 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 case seeks, 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 this lawsuit.

Note 10 - Earnings (Loss) Per Share

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

Note 10 - Earnings (Loss) Per Share (continued)

In periods of loss, the number of shares used to calculate diluted net loss per share is the same as basic net loss per share. Potentially dilutive securities excluded due to their anti-dilutive effect were as follows:

Unless otherwise described in this Form 10-Q, 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 $7.1 million, inclusive of $3.1 million related to lease restructuring activities, and $8.9 million, inclusive of $2.7 million related to the Waltham Lease Restructuring, for the three months ended September 30, 2026 and 2025, respectively. Rent expense was $25.6 million, inclusive of $13.3 million related to lease restructuring activities, and $24.9 million, inclusive of $3.8 million related to the Waltham Lease Restructuring, for the nine months ended September 30, 2026 and 2025, respectively.

Note 11 - Leases (continued)

Other information related to leases was as follows:

Recent Leasing Activity

During the second quarter of 2026, the Company executed an amendment to its existing agreement related to office space in Ra’anana, Israel to buy out the remaining obligations related to a single floor for a cash payment of $1.2 million. In accordance with ASC 842, the Company accounted for the transaction as a partial termination of the lease, derecognizing $0.3 million of the associated right-of-use asset and $2.8 million of the associated lease liability. As a result, the Company recorded a gain of $2.5 million, which is presented within General and administrative on the Consolidated Statements of Operations for the nine months ended September 30, 2026. The restructured agreement is expected to reduce the Company’s remaining minimum lease payments under the lease by approximately $4.6 million over the remainder of the lease term, before giving effect to future indexation adjustments.

Additionally, during the second quarter of 2026, the Company recognized abandonment charges of $3.3 million related to vacated spaces, representing the accelerated amortization of the associated right-of-use asset, allocated among the appropriate financial statement line items on the Consolidated Statements of Operations. The Company also recognized an impairment charge of $0.6 million to reduce the carrying value of the right-of-use asset associated with a floor of the leased premises intended to be subleased. This charge is presented within General and administrative on the Consolidated Statements of Operations for the nine months ended September 30, 2026.

Note 12 - Equity-based Compensation

For a description of our historical equity-based compensation plans and related terms, refer to Note 13 – Equity-based Compensation in our 2025 Form 10-K.

Inducement Plan

On August 4, 2026, the Company’s Board, upon approval and recommendation of the Compensation Committee of the Board, adopted the ZoomInfo Technologies Inc. Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 2,000,000 shares of the Company’s common stock, par value $0.01 per share, to be used exclusively for grants of awards to individuals not previously employed by the Company or its subsidiaries, as a material inducement to such individuals’ entry into employment with the Company or its subsidiaries within the meaning of Nasdaq Listing Rule 5635(c)(4). Under the Inducement Plan, the Company may grant these eligible recipients nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. The Board also adopted a form of Restricted Stock Unit Agreement and a form of Performance Stock Unit Agreement for use with the Inducement Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek approval of the Inducement Plan by its stockholders.

Restricted Stock Units

Restricted stock unit activity for the nine months ended September 30, 2026 was as follows:

Liability-classified awards

During the second quarter of 2026, the Board approved fixed target equity awards to certain employees, which are accounted for as liability classified awards. The fixed target equity awards have both service and performance conditions that vest in the first quarter of the subsequent fiscal year. As of September 30, 2026, $5.1 million was recorded in Accrued expenses and other current liabilities on our Consolidated Balance Sheets, representing the carrying amount of the liability for these awards.

Note 12 - Equity-based Compensation (continued)

Employee Stock Purchase Plan

During the third quarter of 2026, the Board authorized the recommencement of the 2020 Employee Stock Purchase Plan (the “ESPP”) and adopted an amendment to the ESPP, effective July 1, 2026 (the “2026 ESPP Amendment”). In connection with the resumption of the ESPP, which was previously suspended in December 2024, the offering period structure was also changed such that offering periods will consist oftwenty-four months, comprised offour consecutivesix-month purchase periods, with a new offering period commencing every six months on an overlapping basis. The maximum number of shares that can be purchased by an eligible employee is 2,500 shares per purchase period. The 2026 ESPP Amendment introduced a reset feature, under which an offering period automatically terminates immediately following the purchase of shares on a purchase date, and a new twenty-four month offering period automatically commences on the day following the purchase date, if the fair market value of the Company’s common stock on the purchase date is lower than the fair market value on the offering date of the then-current offering period. The 2026 ESPP Amendment also requires participants to abstain from selling or otherwise transferring any shares of common stock issued under a purchase right for the one-year period immediately following the last day of the applicable purchase period during which such shares were purchased.

The initial offering period began on September 1, 2026. The fair value of the ESPP purchase rights was estimated using the Black-Scholes option pricing model with the following assumptions for the three and nine months ended September 30, 2026:

We estimate the future stock price volatility based on the historical volatility of the Company’s common stock price with a lookback period commensurate with the expected term of the ESPP purchase period. The expected term for the ESPP purchase rights is based on the duration of the respective purchase period. 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 has not declared, nor do we expect to declare, dividends.

The Company withheld $0.2 million worth of ESPP contributions for the three and nine months ended September 30, 2026 on behalf of participating employees through payroll deductions, included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets as of September 30, 2026. No shares of Common Stock were purchased under the ESPP for the three and nine months ended September 30, 2026. The Company recognized $0.2 million of equity-based compensation expense related to the ESPP for the three and nine months ended September 30, 2026.

Note 12 - Equity-based Compensation (continued)

Unamortized Equity-based Compensation

As of September 30, 2026, unamortized equity-based compensation costs consist of the following:

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 (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 September 30, 2026, long-lived assets held in the United States were $274.1 million, representing approximately 94% 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 the U.S. Dollar were not material for the three and nine months ended September 30, 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 September 30, 2026 and 2025, respectively, and approximately 11% and 12% of total revenue for the nine months ended September 30, 2026 and 2025, respectively. Revenue by geographic region is as follows:

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 and nine months ended September 30, 2026 and 2025.

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

(2)Other segment items 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 September 30, 2026 and December 31, 2025, the Company had a liability of $2,725.4 million and $2,731.9 million, respectively, related to its projected obligations under the TRAs.

During the three months ended September 30, 2026 and 2025, we recognized a TRA measurement loss of $0.3 million and gain of $0.8 million, respectively. During the nine months ended September 30, 2026 and 2025, we recognized a TRA measurement gain of $5.2 million and $14.2 million, respectively. The TRA remeasurement is recognized within Other (income) loss, neton our Consolidated Statements of Operations.

The TRA measurement gains or losses recognized during 2026 were principally due to the utilization of certain tax attributes without a corresponding realized cash tax benefit, and a revaluation for changes in the Company’s blended state tax rate. The TRA measurement gains recognized during 2025 were principally due to a revaluation for changes in the Company’s blended state tax rate.

During the nine months ended September 30, 2026 and 2025, the Company made TRA payments of $1.2 million and $23.1 million, respectively.

Note 15 - Income Taxes

The Company’s provision for income taxes for all periods presented was based on our projected annual effective tax rate for fiscal years 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 September 30, 2026 and 2025 was 77.9% and 31.5%, resulting in income tax expense of $7.8 million and $17.7 million, respectively.

The effective tax rate, inclusive of items specific to the period, for the nine months ended September 30, 2026 and 2025 was (8.5)% and 41.5%, resulting in income tax expense of $48.0 million and $63.5 million, respectively.

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 tax effects, partially offset by research and development credits. The Company’s effective tax rate for the three and nine months ended September 30, 2026 additionally reflected shortfalls in tax-deductible equity compensation relative to amounts recognized in our financial accounts. For the nine months ended September 30, 2026, the effective tax rate was further impacted by a goodwill impairment charge that is not deductible for income tax purposes and a valuation allowance recorded against certain foreign deferred tax assets not expected to be realized.

The Company received income tax refunds, net of taxes paid, of $2.9 million during the nine months ended September 30, 2026. Cash paid for income taxes was $7.9 million during the nine months ended September 30, 2025.