Form 4: ZI Insider RSU Vesting and 10b5-1 Sale Reduces Holdings to 44,168
Rhea-AI Filing Summary
ZoomInfo Technologies insider activity: This Form 4 reports transactions by James M. Roth, the company's Chief Revenue Officer. Multiple restricted stock units (RSUs) vested on or about September 1, 2025, representing 623, 387, 344 and 11,765 units that converted into common stock. The reporting person had shares withheld to cover taxes for 6,540 shares related to vesting. Pursuant to a Rule 10b5-1 trading plan, 3,288 shares were sold on September 3, 2025, at a weighted average price of $10.259 per share. Following these transactions the reporting person beneficially owned 44,168 shares.
Positive
- Transactions executed under a Rule 10b5-1 plan, indicating preplanned sale rather than opportunistic timing
- Clear disclosure of RSU vesting and tax-withheld shares, enabling precise tracking of insider holdings
Negative
- Reporting person's beneficial ownership decreased materially from 53,996 to 44,168 shares
- Reported sale price ($10.259 weighted average) may be below recent higher reference prices (if comparing externally), but no such comparison is in this filing
Insights
TL;DR: Officer vested multiple RSUs and executed a preplanned sale under a 10b5-1 plan, with tax withholding reducing net shares.
The filing documents routine equity compensation vesting and a Rule 10b5-1 sale by the Chief Revenue Officer. The conversion of RSUs into shares and subsequent tax-withholding are standard. The 10b5-1 sale indicates the disposition was executed under a pre-established plan, which typically reduces concerns about opportunistic insider timing. The net beneficial ownership decreased from 53,996 to 44,168 shares after the reported activity.
TL;DR: Material share change is moderate; sale size and price are explicit and consistent with compensation monetization.
The report quantifies the RSU vesting and a small-volume sale at a weighted average of $10.259. The 3,288-share sale represents a partial monetization of vested equity rather than a large, unplanned divestiture. Withheld shares for taxes (6,540) and the resulting ownership level (44,168) are clearly stated, allowing straightforward calculation of dilution and insider selling activity for investor models.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,288 | $10.259 | $34K |
| Exercise | Restricted Stock Units | 623 | $0.00 | -- |
| Exercise | Restricted Stock Units | 387 | $0.00 | -- |
| Exercise | Restricted Stock Units | 344 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,765 | $0.00 | -- |
| Exercise | Common Stock | 623 | $0.00 | -- |
| Exercise | Common Stock | 387 | $0.00 | -- |
| Exercise | Common Stock | 344 | $0.00 | -- |
| Exercise | Common Stock | 11,765 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,540 | $10.90 | $71K |
Footnotes (1)
- Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $10.15 to $10.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The Reporting Person received an original grant of restricted stock units on December 1, 2022, which vest in equal quarterly installments during the 12 months following December 1, 2024. The Reporting Person received an original grant of restricted stock units on June 1, 2022, which vest in equal quarterly installments during the 18 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 August 26, 2024, which vest as follows: (a) 50% on March 1, 2025; and (b) 50% on September 1, 2025.
