ZI Form 4: Executive RSU and Phantom Unit Vesting, Tax Withholding Disclosed
Rhea-AI Filing Summary
Michael Graham O'Brien, CFO and Director of ZoomInfo Technologies Inc. (ZI), reported multiple equity vesting transactions on 09/01/2025. The filing shows the vesting of several restricted stock unit grants and HSKB Phantom Units that converted into common stock on a one-for-one basis, resulting in reported non-derivative share amounts ranging from 53,354 to 54,401 shares across the reported entries.
The report also discloses shares withheld to cover the reporting person’s tax obligations: 263 and 170 shares withheld at a price of $10.9 per share. The Form 4 is a standard disclosure of executive compensation vesting and related tax withholding; no option exercises, cash purchases, or sales beyond tax withholding are shown.
Positive
- Timely disclosure of multiple equity vesting events meeting Section 16 reporting requirements
- Use of share withholding to cover tax liabilities avoids open-market sales and potential signaling
Negative
- None.
Insights
TL;DR: Routine executive equity vesting increased direct holdings modestly; tax withholding used to settle obligations.
The filing documents scheduled vesting of multiple restricted stock unit awards and phantom units that settled into common shares on 09/01/2025, increasing the reporting person’s reported beneficial ownership in the low-50k share range. Two withholding events totaling 433 shares were used to satisfy tax liabilities at $10.90 per share, which is a common administrative step that reduces incremental share count rather than representing a market sale. This disclosure appears procedural and not material to company capital structure or outstanding share count at scale.
TL;DR: Consistent with compensation plan vesting schedules; transparent Section 16 reporting meets disclosure expectations.
The Form 4 reflects vesting schedules granted in 2021 and 2022 and the settlement of HSKB Phantom Units as described in the explanations. The filing shows timely reporting and tax-withholding mechanics rather than discretionary insider trading. From a governance perspective, these entries align with typical executive remuneration practices and do not indicate unusual insider activity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 240 | $0.00 | -- |
| Exercise | Restricted Stock Units | 214 | $0.00 | -- |
| Exercise | Restricted Stock Units | 327 | $0.00 | -- |
| Exercise | HSKB Phantom Units | 506 | $0.00 | -- |
| Exercise | Common Stock | 240 | $0.00 | -- |
| Exercise | Common Stock | 214 | $0.00 | -- |
| Exercise | Common Stock | 327 | $0.00 | -- |
| Exercise | Common Stock | 506 | $0.00 | -- |
| Tax Withholding | Common Stock | 263 | $10.90 | $3K |
| Tax Withholding | Common Stock | 170 | $10.90 | $2K |
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 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 restricted stock units on December 1, 2022, which vest in equal quarterly installments during the 24 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.
