GTM Form 4: General Counsel Reports RSU Vesting, Tax Withholdings, and 10b5-1 Sales
Rhea-AI Filing Summary
Insider transactions at ZoomInfo Technologies Inc. (GTM): Ashley McGrane, General Counsel and Corporate Secretary, reported multiple equity and derivative transactions dated September 1-3, 2025. Restricted stock units and HSKB phantom units vested into shares (totaling 1,318 shares acquired on vesting dates) and certain shares were withheld to cover tax obligations. Separately, shares were sold under a Rule 10b5-1 trading plan at prices of $10.40 and $10.23, reducing beneficial ownership from 17,351 to 16,583 shares by September 3, 2025. Transactions were filed by a single reporting person and signed by an attorney-in-fact.
Positive
- Use of a Rule 10b5-1 trading plan for the sales, which supports compliance with insider trading rules
- Transparent reporting showing vesting events, tax-withholding dispositions, and sale prices
- Documentation of tax withholding to cover liabilities from RSU and phantom unit vesting
Negative
- Insider sold shares (453 and 286 shares) at ~$10.40 and ~$10.23 respectively, reducing beneficial ownership
- Net beneficial ownership declined from 17,351 to 16,583 shares over the reporting period
Insights
TL;DR Insider reported routine vesting and tax-withholding with subsequent Rule 10b5-1 sales; filings appear compliant and contemporaneous.
The Form 4 shows standard compensation-related vesting (restricted stock units and phantom units) converted to common shares and immediate tax-withholding dispositions. The sales on September 2-3, 2025 were executed pursuant to a pre-established Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly documented. Reporting is complete with transaction codes and amounts, and the form is signed by an attorney-in-fact. This pattern is typical for executive equity compensation realization and tax settlement.
TL;DR Activity reflects compensation vesting and planned disposals rather than ad-hoc insider sales.
The entries indicate planned dispositions and tax withholdings rather than opportunistic trading: multiple M codes denote vesting-driven acquisitions; F and S codes show share withholding and Rule 10b5-1 sales. The filings disclose the decrement in beneficial ownership from 17,351 to 16,583 shares across the reported dates. From a governance perspective, use of a 10b5-1 plan and prompt reporting support transparency. The filing contains clear explanations for each coded transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 286 | $10.23 | $3K |
| Sale | Common Stock | 453 | $10.40 | $5K |
| Exercise | Restricted Stock Units | 959 | $0.00 | -- |
| Exercise | Restricted Stock Units | 207 | $0.00 | -- |
| Exercise | HSKB Phantom Units | 152 | $0.00 | -- |
| Exercise | Common Stock | 959 | $0.00 | -- |
| Exercise | Common Stock | 207 | $0.00 | -- |
| Exercise | Common Stock | 152 | $0.00 | -- |
| Tax Withholding | Common Stock | 343 | $10.90 | $4K |
| Tax Withholding | Common Stock | 45 | $10.90 | $490.50 |
Footnotes (1)
- Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The Reporting Person received an original grant of restricted stock units on September 1, 2021, which vest in equal quarterly installments during the 9 months following December 1, 2024. The Reporting Person received an original grant of restricted stock units on September 1, 2022, which vest in equal quarterly installments during the 21 months following December 1, 2024. The Reporting Person received an original grant of HSKB Phantom Units on December 1, 2021, which vest in equal quarterly installments during the 12 months following December 1, 2024.
