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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025
 
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39310
87-3037521
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

805 Broadway Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 914-1220
 
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ZI
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition.
On February 25, 2025, ZoomInfo Technologies Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference. The information contained in Item 2.02 of this current report, including the press release attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2025, the Company announced the appointment of Rob Giglio to its Board of Directors (“Board”), effective as of March 1, 2025. Mr. Giglio will serve on the Board’s Nominating and Corporate Governance Committee. This appointment follows the resignation of Patrick McCarter, which was received February 19, 2025 and will become effective at the end of the day on February 28, 2025. Mr. McCarter’s decision was not caused, in whole or in part, by a disagreement with the Company or the Board. Mr. Giglio will serve as a Class II director with a term expiring at the Company’s 2025 Annual Meeting of Stockholders.
Mr. Giglio will participate in the Company’s non-employee director compensation program. A summary of the compensation payable to the Company’s non-employee directors was included in the Company’s proxy statement for its 2024 Annual Meeting of Stockholders, filed with the SEC on March 29, 2024, which information is incorporated herein by reference. The initial annual retainer and initial annual restricted stock unit grant to be received by Mr. Giglio will be prorated for his services during the remainder of fiscal year 2025 and the service period, respectively, starting on March 1, 2025.
In connection with his appointment to the Board, the Company intends to enter into an indemnification agreement with Mr. Giglio in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously disclosed in the Company’s public filings.
There were no arrangements or understandings between Mr. Giglio and any other persons pursuant to which he was selected as a director and there are no family relationships between Mr. Giglio and any of the Company’s directors or executive officers. In addition, Mr. Giglio is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01    Other Events.
On February 21, 2025, the Board of Directors of the Company approved an additional stock repurchase program authorizing the Company to repurchase up to an additional $500 million of the Company’s Common Stock, par value $0.01 per share.


Item 9.01    Financial Statements and Exhibits.
The following Exhibit 99.1 is furnished pursuant to Item 2.02 of this report.
(d)     Exhibits.


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ZoomInfo Technologies Inc.
Date: February 25, 2025
By:     /s/ M. Graham O'Brien    
Name:  M. Graham O'Brien
Title:    Interim Chief Financial Officer

Exhibit 99.1
image.jpg
ZoomInfo Announces Fourth Quarter and Full-Year 2024 Financial Results
Vancouver, WA, February 25, 2025 - ZoomInfo, (NASDAQ: ZI) the Go-To-Market Intelligence platform, today announced its financial results for the fourth quarter and full-year ended December 31, 2024.
“Our Go-To-Market Intelligence Platform provides the best GTM data, AI-powered applications, and agents for the world’s most innovative and high-performing companies,” said Henry Schuck, ZoomInfo founder and CEO. “Our AI innovation and commitment to customer success helped us improve financial performance faster than expected, with strength continuing into 2025. With our operational improvements taking hold, we are delivering better-than-expected revenue, profitability, and free cash flow.”
Fourth Quarter 2024 Financial Highlights:
•GAAP Revenue of $309.1 million, a decrease of 2% year-over-year.
•GAAP Operating Income of $30.9 million and Adjusted Operating Income of $115.9 million.
•GAAP Operating Income Margin of 10% and Adjusted Operating Income Margin of 37%.
•GAAP Cash Flow from Operations of $109.0 million and Unlevered Free Cash Flow of $93.6 million.
Full-Year 2024 Financial Highlights:
•GAAP Revenue of $1,214.3 million, a decrease of 2% year-over-year.
•GAAP Operating Income of $97.4 million and Adjusted Operating Income of $428.5 million.
•GAAP Operating Income Margin of 8% and Adjusted Operating Income Margin of 35%.
•GAAP Cash Flow from Operations of $369.4 million and Unlevered Free Cash Flow of $446.9 million.
Recent Business and Operating Highlights:
•Released the ZoomInfo 2025 Customer Impact Report:
◦Sales teams using ZoomInfo reported a 91% improvement to their connect rates and booked 55% more meetings per month.
◦ZoomInfo customers grew their total pipeline by one-third (32%).
◦Customer success managers (CSMs) reported saving more than 10 hours a week using ZoomInfo, and saw a double-digit increase in renewal rates.
•Closed the quarter with 1,867 customers with $100,000 or greater in annual contract value, an increase of 58 from the prior quarter, and an increase of 47 year-over-year.
•As of December 31, 2024, the company’s net revenue retention rate was 87%.
•During the year ended December 31, 2024, the Company repurchased 46,801,742 shares of Common Stock accounting for 12% of total shares outstanding, at an average price of $12.01, for an aggregate $562.3 million. As of year-end, there remained $137.6 million outstanding under existing share repurchase authorizations.
•The Board of Directors of ZoomInfo approved an additional $500.0 million share repurchase authorization in February 2025.
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Q4 2024 Financial Highlights (Unaudited)
($ in millions, except per share amounts)
GAAP Quarterly ResultsChange YoYNon-GAAP Quarterly ResultsChange YoY
Revenue$309.1(2)%
Operating Income$30.9(56)%Adjusted Operating Income$115.9(8)%
Operating Income Margin10%Adjusted Operating Income Margin37%
Net Income Per Share (Diluted)$0.04Adjusted Net Income Per Share (Diluted)$0.26
Cash Flow from Operating Activities$109.0(15)%Unlevered Free Cash Flow$93.6(26)%
FY 2024 Financial Highlights (Unaudited)
($ in millions, except per share amounts)
GAAP Annual ResultsChange YoYNon-GAAP Annual ResultsChange YoY
Revenue$1,214.3(2)%
Operating Income$97.4(62)%Adjusted Operating Income$428.5(14)%
Operating Income Margin8%Adjusted Operating Income Margin35%
Net Income Per Share (Diluted)$0.08Adjusted Net Income Per Share (Diluted)$0.96
Cash Flow from Operating Activities$369.4(15)%Unlevered Free Cash Flow$446.9(4)%
The Company uses a variety of operational and financial metrics, including non-GAAP financial measures, to evaluate its performance and financial condition. The accompanying financial data includes additional information regarding these metrics and a reconciliation of non-GAAP financial information for historical periods to the most directly comparable GAAP financial measure. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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Business Outlook:
Based on information available as of February 25, 2025, ZoomInfo is providing guidance for the first quarter and full-year 2025 as follows:
Q1 2025FY 2025
Revenue$294 - $297 million$1.185 - $1.205 billion
Non-GAAP Adjusted Operating Income$96 - $99 million$426 - $436 million
Non-GAAP Adjusted Net Income per share$0.22 - $0.23$0.95 - $0.97
Non-GAAP Unlevered Free Cash FlowNot guided$420 - $440 million
Weighted Average Shares Outstanding 357 million362 million
Conference Call and Webcast Information:
ZoomInfo will host a conference call today, February 25, 2025, to review its results at 4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time. To participate in the live conference call via telephone, please register here. Upon registering, a dial-in number and unique PIN will be provided to join the conference call.
The call will also be webcast live on the Company’s investor relations website at https://ir.zoominfo.com/, where related presentation materials will be posted prior to the conference call. Following the conference call, an archived webcast of the call will be available for one year on ZoomInfo’s Investor Relations website.
Upcoming Events:
ZoomInfo executives expect to participate in the following investor events:

•Wolfe Research Software Conference, Feb. 27, 2025
•Raymond James 46th Annual Institutional Investors Conference, Mar. 5, 2025
•Morgan Stanley Technology, Media & Telecom Conference, Mar. 6, 2025
•DA Davidson, 2nd Annual Best of Breed Bison Conference Mar. 7, 2025
•Stifel Technology Conference, Mar. 11, 2025

For more information on specific events, presentation times, and webcast details (if available), visit the “News & Events” section on the company’s investor relations website at https://ir.zoominfo.com. Conferences with presentations that are webcast, will be webcast live, and the replay will be available for a limited time.
Non-GAAP Financial Measures and Other Metrics:
To supplement our consolidated financial statements presented in accordance with GAAP, this press release contains non-GAAP financial measures, including Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Income, Adjusted Net Income Per Share, and Unlevered Free Cash Flow. We believe these non-GAAP measures are useful to investors in evaluating our operating performance because they eliminate certain items that affect period-over-period comparability and provide consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
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Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided at the end of this press release for each historical non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty to predict certain items excluded from these non-GAAP financial measures; in particular, the effects of stock-based compensation expense, taxes and amounts under the exchange tax receivable agreement, deferred tax assets and deferred tax liabilities, and restructuring and transaction expenses. We expect the variability of these excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
We define Adjusted Operating Income as income (loss) from operations adjusted for, as applicable, (i) the impact of fair value adjustments to acquired unearned revenue, (ii) amortization of acquired technology and other acquired intangibles, (iii) equity-based compensation expense, (iv) restructuring and transaction-related expenses, (v) integration costs and acquisition-related expenses, and (vi) legal settlement. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and the impact of fair value adjustments to acquired unearned revenue.
We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) the impact of fair value adjustments to acquired unearned revenue, (ii) loss on debt modification and extinguishment, (iii) amortization of acquired technology and other acquired intangibles, (iv) equity-based compensation expense, (v) restructuring and transaction-related expenses, (vi) integration costs and acquisition-related expenses, (vii) legal settlement, (viii) TRA liability remeasurement (benefit) expense, (ix) other (income) loss, net and (x) tax impacts of adjustments to net income (loss). We define Adjusted Net Income (Loss) Per Share as Adjusted Net Income (Loss) divided by diluted weighted average shares outstanding used for adjusted net income (loss) per share.
We define Unlevered Free Cash Flow as net cash provided by (used in) operating activities less (i) purchases of property and equipment and other assets, plus (ii) cash interest expense, (iii) cash payments related to restructuring and transaction-related expenses, (iv) cash payments related to integration costs and acquisition-related compensation, and (v) legal settlement payments. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.
Net revenue retention is a metric that we calculate based on customers of ZoomInfo at the beginning of the twelve-month period, and is calculated as: (a) the total ACV for those customers at the end of the twelve-month period, divided by (b) the total ACV for those customers at the beginning of the twelve-month period.
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Cautionary Statement Regarding Forward-Looking Information:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “might”, “objective”, “outlook”, “plan”, “potential”, “predict”, “projection”, “seek”, “should”, “target”, “trend”, “will”, “would” or the negative version of these words or other comparable words. Any statements in this press release regarding future revenue, earnings, margins, financial performance, expenses, estimates, cash flow, growth in free cash flow, results of changes in operational procedures, liquidity, or results of operations (including, but not limited to, the guidance provided under “Business Outlook”), and any other statements that are not historical facts are forward-looking statements. We have based our forward-looking statements on beliefs and assumptions based on information available to us at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may, and often do, vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.
Factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among other things: future economic, competitive, and regulatory conditions, potential future uses of cash, the successful integration of acquired businesses, and future decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Each forward-looking statement contained in this presentation speaks only as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
About ZoomInfo:
ZoomInfo (NASDAQ: ZI) is the Go-To-Market Intelligence platform that empowers businesses to grow faster with AI-ready insights, trusted data, and advanced automation. Its solutions provide more than 35,000 companies worldwide with a complete view of their customers, making every seller their best seller. ZoomInfo is a recognized leader in data privacy, with industry-leading GDPR and CCPA compliance and numerous data security and privacy certifications. For more information about how ZoomInfo can help businesses with go-to-market intelligence that accelerates revenue growth, please visit www.zoominfo.com.
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Website Disclosure:
ZoomInfo intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://ir.zoominfo.com/. Accordingly, you should monitor the investor relations portion of our website at https://ir.zoominfo.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about ZoomInfo when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at https://ir.zoominfo.com/.
###
Investor Contact:
Jeremiah Sisitsky
VP of Investor Relations
IR@zoominfo.com
Media Contact:
Meghan Barr
VP, Communications
(203) 216-1878
pr@zoominfo.com
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ZoomInfo Technologies Inc.
Condensed Consolidated Balance Sheets
(in millions, except share data; unaudited)
December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$139.9 $447.1 
Short-term investments— 82.2 
Restricted cash, current— 0.2 
Accounts receivable, net246.1 272.0 
Prepaid expenses and other current assets58.6 59.6 
Income tax receivable6.4 3.2 
Total current assets$451.0 $864.3 
Restricted cash, non-current9.1 8.9 
Property and equipment, net112.6 65.1 
Operating lease right-of-use assets, net90.9 80.7 
Intangible assets, net275.8 334.6 
Goodwill1,692.7 1,692.7 
Deferred tax assets3,717.6 3,707.1 
Deferred costs and other assets, net of current portion117.9 114.9 
Total assets$6,467.6 $6,868.3 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$16.6 $34.4 
Accrued expenses and other current liabilities123.0 113.8 
Unearned revenue, current portion473.8 439.6 
Income taxes payable0.6 2.0 
Current portion of tax receivable agreements liability22.3 31.4 
Current portion of operating lease liabilities9.9 11.2 
Current portion of long-term debt5.9 6.0 
Total current liabilities$652.1 $638.4 
Unearned revenue, net of current portion4.1 2.3 
Tax receivable agreements liability, net of current portion2,740.2 2,786.6 
Operating lease liabilities, net of current portion151.2 89.9 
Long-term debt, net of current portion1,221.8 1,226.4 
Deferred tax liabilities2.4 1.9 
Other long-term liabilities2.3 3.5 
Total liabilities$4,774.1 $4,749.0 
Stockholders' Equity:
Common Stock, par value $0.01
$3.4 $3.8 
Additional paid-in capital1,362.9 1,804.9 
Accumulated other comprehensive income14.8 27.3 
Retained earnings312.4 283.3 
Total stockholders' equity$1,693.5 $2,119.3 
Total liabilities and stockholders' equity$6,467.6 $6,868.3 

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ZoomInfo Technologies Inc.
Consolidated Statements of Operations
(in millions, except per share amounts; unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Revenue$309.1 $316.4 $1,214.3 $1,239.5 
Cost of revenue:
Cost of service (1)
$43.7 $35.0 $151.6 $139.4 
Amortization of acquired technology9.5 9.6 38.2 39.1 
Gross profit$255.9 $271.8 $1,024.5 $1,061.0 
Operating expenses:
Sales and marketing (1)
$114.9 $98.4 $414.1 $408.5 
Research and development (1)
56.4 48.3 196.1 191.5 
General and administrative (1)
48.3 49.2 295.3 179.6 
Amortization of other acquired intangibles5.4 5.4 21.6 21.9 
Total operating expenses$225.0 $201.3 $927.1 $801.5 
Income from operations$30.9 $70.5 $97.4 $259.5 
Interest expense, net$9.8 $11.4 $39.3 $45.2 
Loss on debt modification and extinguishment— 2.1 0.7 4.3 
Other loss (income), net29.6 (149.7)26.1 (178.8)
Income (Loss) before income taxes$(8.5)$206.7 $31.3 $388.8 
Provision (Benefit) for income taxes(23.1)212.2 2.2 281.5 
Net income (loss)$14.6 $(5.5)$29.1 $107.3 
Net income (loss) per share of common stock:
Basic$0.04 $(0.01)$0.08 $0.27 
Diluted0.04 (0.01)0.08 0.27 
____________________________________________
(1)Amounts include equity-based compensation expense, as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
(in millions)2024202320242023
Cost of service$2.6 $3.9 $10.5 $15.7 
Sales and marketing12.2 16.7 50.3 71.3 
Research and development11.0 11.1 40.5 45.1 
General and administrative8.0 9.0 36.7 35.5 
Total equity-based compensation expense$33.8 $40.7 $138.0 $167.6 
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ZoomInfo Technologies Inc.
Consolidated Statements of Cash Flows
(in millions; unaudited)
Twelve Months Ended December 31,
20242023
Operating activities:
Net income$29.1 $107.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization85.7 80.6 
Amortization of debt discounts and issuance costs2.2 2.4 
Amortization of deferred commissions costs67.6 75.3 
Asset impairments and lease abandonment charges57.4 5.2 
Gain on lease modification(1.7)— 
Loss on debt modification and extinguishment0.7 4.3 
Equity-based compensation expense138.0 167.6 
Deferred income taxes(5.9)276.7 
Tax receivable agreement remeasurement38.5 (160.7)
Provision for bad debt expense42.8 33.8 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net(16.9)(82.8)
Prepaid expenses and other current assets(4.4)(8.0)
Deferred costs and other assets, net of current portion(35.5)(78.2)
Income tax receivable(3.2)2.4 
Accounts payable(17.7)(1.8)
Accrued expenses and other liabilities(43.4)(11.2)
Unearned revenue36.1 22.0 
Net cash provided by operating activities$369.4 $434.9 
Investing activities:
Purchases of short-term investments$— $(145.0)
Maturities of short-term investments82.2 194.5 
Proceeds from sales of short-term investments— 1.4 
Purchases of property and equipment and other assets(64.9)(26.5)
Right of use asset initial direct costs(3.4)— 
Cash paid for acquisitions, net of cash acquired(0.5)— 
Net cash provided by investing activities$13.4 $24.4 
Financing activities:
Payments of deferred consideration$(0.7)$(0.4)
Payments of debt issuance and modification costs(2.1)(3.8)
Repayment of debt(5.9)(6.0)
Proceeds from exercise of stock options— 0.4 
Taxes paid related to net share settlement of equity awards(22.8)(24.5)
Proceeds from issuance of common stock under the ESPP4.2 7.2 
Tax receivable agreement payments(94.0)— 
Repurchase of common stock(565.6)(400.1)
Tax distributions(3.1)— 
Net cash used in financing activities$(690.0)$(427.2)
Net increase (decrease) in cash, cash equivalents, and restricted cash$(307.2)$32.1 
Cash, cash equivalents, and restricted cash at beginning of year456.2 424.1 
Cash, cash equivalents, and restricted cash at end of year$149.0 $456.2 
Cash, cash equivalents, and restricted cash at end of period:
Cash and cash equivalents$139.9 $447.1 
Restricted cash, current— 0.2 
Restricted cash, non-current9.1 8.9 
Total cash, cash equivalents, and restricted cash$149.0 $456.2 
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Supplemental disclosures of cash flow information:
Interest paid in cash$44.0 $48.5 
Cash paid for taxes13.8 12.2 
Supplemental disclosures of non-cash investing and financing activities:
Equity-based compensation included in capitalized software$5.6 $5.4 
Property and equipment included in accounts payable and accrued expenses and other current liabilities5.0 1.8 
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ZoomInfo Technologies Inc.
Reconciliation of GAAP Cash Flow From Operations to Non-GAAP Unlevered Free Cash Flow
(in millions; unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Net cash provided by operating activities (GAAP)
$109.0 $128.8 $369.4 $434.9 
Purchases of property and equipment and other assets(23.4)(8.9)(64.9)(26.5)
Interest paid in cash4.4 5.5 44.0 48.5 
Restructuring and transaction-related expenses paid in cash3.5 0.6 67.0 6.1 
Integration costs and acquisition-related compensation paid in cash— — 1.3 0.5 
Litigation settlement payments (1)
0.1 — 30.1 — 
Unlevered Free Cash Flow (Non-GAAP)$93.6 $126.0 $446.9 $463.5 
__________________
(1)Represents payments associated with certain legal settlements. For the year ended December 31, 2024, these payments primarily related to the settlement of class actions in Illinois and California class action and similar, unfiled claims in the states of Indiana and Nevada (the “Class Actions”).
11

ZoomInfo Technologies Inc.
Reconciliation of GAAP Income from Operations to Non-GAAP Adjusted Operating Income
(in millions; unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Income from operations (GAAP)$30.9 $70.5 97.4 $259.5 
Impact of fair value adjustments to acquired unearned revenue (1)
— — — 0.2 
Amortization of acquired technology9.5 9.6 38.2 39.1 
Amortization of other acquired intangibles5.4 5.4 21.6 21.9 
Equity-based compensation expense33.8 40.7 138.0 167.6 
Restructuring and transaction-related expenses (2)
34.6 0.4 101.6 10.3 
Litigation settlement (3)
1.7 — 31.7 — 
Adjusted Operating Income (Non-GAAP)$115.9 $126.5 $428.5 $498.6 
Revenue (GAAP)$309.1 $316.4 $1,214.3 $1,239.5 
Impact of fair value adjustments to acquired unearned revenue— — — 0.2 
Revenue for adjusted operating margin calculation (Non-GAAP)$309.1 $316.4 $1,214.3 $1,239.7 
Operating Income Margin (GAAP)10 %22 %8 %21 %
Adjusted Operating Income Margin (Non-GAAP)37 %40 %35 %40 %
__________________
(1)Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
(2)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2024, this expense is primarily related to lease impairment and abandonment charges as well as lease restructuring activities. For the year ended December 31, 2023, this expense is primarily related to costs associated with a June 2023 reduction in force, and impairment charges related to the Ra’anana office and other offices.
(3)Represents charges associated with certain legal settlements. For the year ended December 31, 2024, these charges are primarily related to costs incurred due to the Class Actions.
12

ZoomInfo Technologies Inc.
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(in millions, except per share amounts; unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Net income (loss) (GAAP)$14.6 $(5.5)$29.1 $107.3 
Impact of fair value adjustments to acquired unearned revenue (1)
— — — 0.2 
Loss on debt modification and extinguishment— 2.1 0.7 4.3 
Amortization of acquired technology9.5 9.6 38.2 39.1 
Amortization of other acquired intangibles5.4 5.4 21.6 21.9 
Equity-based compensation expense33.8 40.7 138.0 167.6 
Restructuring and transaction-related expenses (2)
34.6 0.4 101.6 10.3 
Litigation settlement (3)
1.7 — 31.7 — 
TRA liability remeasurement (benefit) expense28.6 (146.8)38.5 (160.7)
Other income— — (2.4)— 
Tax impacts of adjustments to net income (loss) (4)
(34.6)196.2 (33.2)223.1 
Adjusted Net Income (Non-GAAP)$93.6 $102.1 $363.8 $413.1 
Diluted Net Income (Loss) Per Share (GAAP)$0.04 $(0.01)$0.08 $0.27 
Impact of fair value adjustments to acquired unearned revenue per diluted share— — — — 
Loss on debt modification and extinguishment per diluted share— 0.01 — 0.01 
Amortization of acquired technology per diluted share0.03 0.02 0.10 0.10 
Amortization of other acquired intangibles per diluted share0.02 0.01 0.06 0.05 
Equity-based compensation expense per diluted share0.09 0.10 0.37 0.41 
Restructuring and transaction-related expenses per diluted share0.10 — 0.27 0.03 
Litigation settlement per diluted share— — 0.08 — 
TRA liability remeasurement (benefit) expense per diluted share0.08 (0.36)0.10 (0.40)
Other income per diluted share— — (0.01)— 
Tax impacts of adjustments to net income (loss) per diluted share(0.10)0.49 (0.09)0.54 
Adjusted Net Income Per Share (Non-GAAP)$0.26 $0.26 $0.96 $1.01 
Shares for Adjusted Net Income Per Share(5)
358 400 377 411 
__________________
(1)Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
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(2)Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs.For the year ended December 31, 2024, this expense is primarily related to lease impairment and abandonment charges as well as lease restructuring activities. For the year ended December 31, 2023, this expense is primarily related to costs associated with a June 2023 reduction in force, and impairment charges related to the Ra’anana office and other offices.
(3)Represents charges associated with certain legal settlements. For the year ended December 31, 2024, these charges are primarily related to costs incurred due to the Class Actions.
(4)Represents tax expense associated with Net income (loss) (GAAP) excluded from Adjusted Net Income (Non-GAAP). The Company calculates the tax impacts of adjustments to net income (loss) by taking the total gross value of the adjustments and multiplying it by the Company’s U.S. federal and state statutory tax rate. We then recalculate the tax impact of book-tax differences related to equity compensation, the tax receivable agreements, restructuring and transaction-related expenses, and items that are deemed to be unrelated to current year operating income or are one-time in nature, such as provision to return true-ups. For the three and twelve months ended December 31, 2024, these primarily relate to adjusting out $31.9 million and $30.1 million of tax benefit from the effects of changes in state tax law and apportionment, recognizing $18.5 million and $63.6 million of tax benefit related to the amortization of costs associated with corporate structure simplification, and adjusting out $4.5 million and $17.5 million of tax expense from non-deductible stock-based compensation, respectively. For the three and twelve months ended December 31, 2023, these primarily relate to adjusting out $139.7 million and $138.4 million of tax expense from the effects of changes in state tax law and apportionment, recognizing $12.7 million and $60.0 million of tax benefit related to the amortization of costs associated with corporate structure simplification, and adjusting out $7.8 million and $23.4 million of tax expense from non-deductible stock-based compensation. We believe the exclusion of these adjustments provides investors with useful information about the Company’s underlying results and trends, allowing them to better understand and compare net income (loss) related to ongoing operations and the related current and deferred income tax expense.
(5)Diluted earnings per share is computed by giving effect to all potential weighted average Common Stock, and any securities that are convertible into Common Stock, including options and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method, excluding deemed repurchases assuming proceeds from unrecognized compensation as required by GAAP.
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Exhibit 99.2
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ZoomInfo Appoints Rob Giglio to Board of Directors
Patrick McCarter to step down from Board

VANCOUVER, WASHINGTON - FEB 25, 2025 - ZoomInfo (NASDAQ: ZI), the Go-To-Market Intelligence platform, today announced the appointment of Rob Giglio to its Board of Directors, effective March 1, 2025. Giglio will serve on the Board’s Nominating and Corporate Governance Committee.
This appointment follows the resignation of Patrick McCarter, which was received and accepted by the Board on February 19, 2025 and will take effect February 28, 2025.
Giglio has over 20 years of experience leading global marketing and sales at many of the world’s most respected software companies. He currently leads the sales and go-to-market teams as Chief Customer Officer at Canva, the hypergrowth design platform used by over 220 million people around the globe.
“Rob is a talented go-to-market leader who drives results while staying focused on the customer, and we are excited to bring his perspective and experience to the Board,” said Henry Schuck, Founder and CEO of ZoomInfo.
“I’m impressed with ZoomInfo’s commitment to delighting its customers and empowering them to grow faster,” Giglio said. “It’s an exciting time to join the Board and I’m looking forward to everything we will accomplish together.”
With Giglio’s appointment, ZoomInfo’s Board of Directors will continue to comprise 10 directors, nine of whom are independent.
On behalf of the Company and the Board, Schuck expressed appreciation to McCarter for his 8 years of service to the company.
“Patrick is someone that I respect deeply and who has been at the table for every strategic decision over nearly a decade,” Schuck said. “His knowledge, engagement, and experience will be missed, and we wish him the best.”
About Rob Giglio
Prior to joining Canva, Giglio served as Chief Customer Officer at HubSpot and Chief Marketing Officer at DocuSign. At HubSpot, he oversaw its flywheel organization, which included marketing, sales, services, and revenue operations.
Giglio also spent 11 years at Adobe, where he led the global sales and GTM team — comprising sales, marketing, digital, and operations professionals — with responsibility for over $7 billion in revenue.
He graduated from San Diego State University with a B.A. in psychology and completed his MBA at the USC Marshall School of Business.
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Fourth Quarter and Full-Year 2024 Financial Results
In a separate press release issued today, ZoomInfo issued its fourth quarter and full-year 2024 financial results. A conference call is scheduled to begin today, February 25th, at 4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time. To participate in the live conference call via telephone, please register here. Upon registering, a dial-in number and unique PIN will be provided to join the conference call. The call will also be webcast live on the Company’s investor relations website at https://ir.zoominfo.com/, where related presentation materials will be posted prior to the conference call. Following the conference call, an archived webcast of the call will be available for one year on ZoomInfo’s Investor Relations website.
About ZoomInfo
ZoomInfo (NASDAQ: ZI) is the Go-To-Market Intelligence Platform that empowers businesses to grow faster with AI-ready insights, trusted data, and advanced automation. Its solutions provide more than 35,000 companies worldwide with a complete view of their customers, making every seller their best seller. ZoomInfo is a recognized leader in data privacy, with industry-leading GDPR and CCPA compliance and numerous data security and privacy certifications. For more information about how ZoomInfo can help businesses with go-to-market intelligence that accelerates revenue growth, please visit www.zoominfo.com.
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Media Contact:
Meghan Barr
Vice President, Brand, Content, and Communications
pr@zoominfo.com
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v3.25.0.1
Cover Page
Feb. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 19, 2025
Entity Registrant Name ZoomInfo Technologies Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39310
Entity Tax Identification Number 87-3037521
Entity Address, Address Line One 805 Broadway Street
Entity Address, Address Line Two Suite 900
Entity Address, City or Town Vancouver
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98660
City Area Code 800
Local Phone Number 914-1220
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ZI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001794515
Amendment Flag false
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