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ZoomInfo Technologies Inc. (GTM)

CIK: 0001794515. SIC: 7372 Services-Prepackaged Software. Latest 10-K as of: 2026-02-12.

SIC breadcrumb: Services > Business Services > SIC 7372 Services-Prepackaged Software

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1794515. Latest filing source: 0001794515-26-000012.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,249,500,000USD20252026-02-12
Net income124,200,000USD20252026-02-12
Assets6,439,500,000USD20252026-02-12

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001794515.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric20182019202020212022202320242025
Revenue144,300,000293,300,000476,200,000747,200,0001,098,000,0001,239,500,0001,214,300,0001,249,500,000
Net income0.000.00-4,000,000116,800,00063,200,000107,300,00029,100,000124,200,000
Operating income26,600,00036,100,00037,100,000113,300,000175,800,000259,500,00097,400,000225,700,000
Gross profit106,500,000224,700,000368,700,000610,500,000909,300,0001,061,000,0001,024,500,0001,049,900,000
Diluted EPS-0.110.430.160.270.080.38
Assets1,561,900,0002,327,400,0006,852,900,0007,136,400,0006,868,300,0006,467,600,0006,439,500,000
Liabilities1,575,500,0001,387,800,0004,855,000,0004,864,600,0004,749,000,0004,774,100,0004,930,800,000
Stockholders' equity1,997,900,0002,271,800,0002,119,300,0001,693,500,0001,508,700,000
Cash and cash equivalents41,400,000269,800,000308,300,000418,000,000447,100,000139,900,000175,900,000
Net margin0.00%0.00%-0.84%15.63%5.76%8.66%2.40%9.94%
Operating margin18.43%12.31%7.79%15.16%16.01%20.94%8.02%18.06%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001794515.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.04reported discrete quarter
2022-Q32022-09-300.04reported discrete quarter
2023-Q22023-03-3144,500,000reported discrete quarter
2023-Q12023-03-310.11reported discrete quarter
2023-Q22023-06-30308,600,0000.09reported discrete quarter
2023-Q32023-06-3038,100,000reported discrete quarter
2023-Q32023-09-30313,800,0000.08reported discrete quarter
2023-Q42023-12-31316,400,000-5,500,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31310,100,00015,100,0000.04reported discrete quarter
2024-Q22024-03-3115,100,000reported discrete quarter
2024-Q32024-06-30-24,400,000reported discrete quarter
2024-Q22024-06-30291,500,000-0.07reported discrete quarter
2024-Q32024-09-30303,600,0000.07reported discrete quarter
2024-Q42024-12-31309,100,00014,600,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31305,700,00026,800,0000.08reported discrete quarter
2025-Q22025-03-3126,800,000reported discrete quarter
2025-Q32025-06-3024,000,000reported discrete quarter
2025-Q22025-06-30306,700,0000.07reported discrete quarter
2025-Q32025-09-30318,000,0000.12reported discrete quarter
2025-Q42025-12-31319,100,00034,700,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31310,200,00029,300,0000.10reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001794515-26-000038.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-11. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in our 2025 Form 10-K, the information included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2025 Form 10-K, and the unaudited consolidated financial statements and related notes included in Part I, Item 1 of this Form 10-Q. In addition to historical data, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in our forward-looking statements as a result of various factors, including but not limited to those discussed under “Cautionary Statement Regarding Forward-Looking Statements” in this Form 10-Q and under “Risk Factors” in Part I, Item 1A of our 2025 Form 10-K. Numerical figures included in this Form 10-Q have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Overview

ZoomInfo is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, operations, and recruiting teams. Our go-to-market intelligence platform empowers businesses with AI-ready insights, trusted data, agent-assisted selling and advanced automation providing sales, marketing, operations, and recruiting professionals accurate information and insights on the organizations and professionals they target. This enables our customers to shorten sales cycles and increase win rates by empowering sellers, marketers, and recruiters to efficiently deliver the right message to the right person at the right time in the right way.

ZoomInfo is the modern go-to-market intelligence platform, consisting of three distinct layers that build upon each other:

•Our Intelligence Layer is the foundation of our data-driven strategy. Our best-in-class data, curated through first- and third-party sources, includes billions of data points about companies and contacts, such as intent, hierarchy, location, and financial information.

•Our Orchestration Layer integrates and enriches our data sources. At this stage, our products assign and route data, leads, and insights to the appropriate people. This creates a dataset that is continuously updated and can be used to power automated business workflows. Our services connect with major CRM system providers enabling sales operations professionals to access a suite of products, services, and solutions to ingest, match, enrich, and connect data feeds into multiple systems.

•Our Engagement Layer allows sales, marketing, operations, and recruiting professionals to put data-driven insights into action to identify and communicate with prospects and customers. Go-to-market professionals use our engagement layer for multi-touch and multi-channel sales engagement, web meeting recording, transcription, insight generation, and coaching. Marketers drive awareness, lead generation, and deal acceleration campaigns through account-based marketing, advertising, and onsite conversion optimization solutions including chat functionality. Recruiters and talent acquisition professionals can locate and reach more better suited candidates, use pipeline management tools to collaborate and organize the hiring process, and automate aspects of the candidate outreach process by more efficiently finding and engaging candidates.

We generate substantially all of our revenue from sales of subscriptions to our platform. Subscriptions include the use of our platform and access to customer support. Subscriptions generally range from one to three years in length. About 53% of customer contracts (based on annualized value) are multi-year agreements. We typically bill our customers at the beginning of each annual, semi-annual, or quarterly period and recognize revenue ratably over the term of the subscription period.

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We sell access to our platform to both new and existing customers. We price our subscriptions based on the functionality, users, and records under management that are included in each product edition. Our core paid products are ZoomInfo Copilot, ZoomInfo Sales, ZoomInfo Marketing, ZoomInfo Operations, and ZoomInfo Talent (with add-on options for some products), and we have a free community edition, ZoomInfo Lite.

Recent Developments

Impact of Macroeconomic Conditions

Our business and financial condition have and may continue to be impacted by adverse macroeconomic conditions. See “Risks Related to Geopolitical and Macroeconomic Factors” in Part I, Item 1A of our 2025 Form 10-K for further discussion of the possible impact of these issues on our business.

Share Repurchase Program

In February 2026, the Board authorized an additional $1.0 billion bringing the aggregate total authorizations as of March 31, 2026 to $2.6 billion, of which $1,140.1 million remained available and authorized for repurchases. Refer to Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Restructuring Program

On May 5, 2026, the Board approved the 2026 Restructuring Program in order to reduce operating costs and drive stronger operating leverage. Refer to Note 16 - Subsequent Events of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including the following:

Acquiring New Customers

We are focused on continuing to grow the number of customers using our platform in the United States and around the world, and efficiently transacting with those customers. Acquiring new customers while optimizing the profile of those customers and the go-to-market channels we use to attract these customers will play a part in determining our operating results and growth prospects in the future. Acquiring new customers also strengthens the power of our contributory networks. We plan to continue to invest in our efficient go-to-market effort to expand our customer base.

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Increasing Usage of Our Platform

We believe that expanding the value that we provide to our customers and the corresponding revenue generated as a result is an important measure of the health of our business. We monitor net revenue retention to measure that growth. 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 annual contract value ("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. Our net revenue retention rate was 90% and 87% as of March 31, 2026 and 2025, respectively. In the near term, we expect our net retention rate to be impacted by macroeconomic conditions. See the caption above entitled “—Recent Developments — Impact of Macroeconomic Conditions.” Over the long term, we expect our net revenue retention rate to be influenced by our ability to move upmarket, as larger customers have historically exhibited higher net revenue retention. We also measure our success in expanding relationships with existing customers by the number of customers that contract for $100,000 or greater in ACV. As of March 31, 2026 and 2025, our number of customers with $100,000 or greater in ACV was 1,900 and 1,868, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of March 31, 2026.

Components of Our Results of Operations

Revenue

We derive primarily all of our revenue from subscription services and the remainder from recurring usage-based services and other revenue. Our subscription services primarily consist of our SaaS applications. Pricing of our subscription contracts are generally based on the functionality provided, the number of users that access our applications, and the amount of data that the customer integrates into their systems. Our subscription contracts typically have a term ranging from one to three years and are non-cancelable. We typically bill for services in advance either annually, semi-annually, or quarterly, and we typically require payment at the beginning of each annual, semi-annual, or quarterly period.

Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. Other revenue, comprised largely of implementation and professional services fees, is recognized as services are delivered. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract.

Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and contract timing within the period.

Cost of revenue

Cost of service. Cost of service includes direct expenses related to the support and operations of our services and research teams including salaries, benefits, equity-based compensation, and related expenses, such as employer taxes, allocated overhead for facilities, technology, third-party hosting fees, third-party data costs, amortization of internally developed capitalized software, and restructuring and transaction-related expenses.

We anticipate continued investment in cost of service, with cost of service as a percentage of revenue expected to slightly increase in the near term. This is driven by rising AI consumption costs and customer onboarding expenses for offerings such as ZoomInfo Copilot and ZoomInfo GTM Studio.

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Amortization of acquired technology. Amortization of acquired technology includes amortization expense for technology acquired in business combinations.

We anticipate that amortization of acquired technology will increase if we make additional acquisitions in the future.

Gross profit and Gross margin

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including leveraging economies of scale, the costs associated with third-party hosting services and third-party data, the level of amortization of acquired technology, and the extent to which we expand our customer support and research organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors.

Operating expenses

Our operating expenses consist of sales and marketing, research and development, general and administrative, and amortization of other acquired intangibles. The most significant component of our operating expenses is personnel costs, which consists of salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits. Operating expenses also include overhead costs for facilities, technology, professional fees, depreciation and amortization expense, marketing, litigation settlements, and restructuring and transaction-related expenses. We anticipate that restructuring and transaction-related

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-12. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such difference include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this Form 10-K.

Numerical figures included in this Form 10-K are subject to immaterial rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Overview

ZoomInfo is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, operations, and recruiting teams. Our go-to-market intelligence platform empowers businesses with AI-ready insights, trusted data, agent-assisted selling and advanced automation providing sales, marketing, operations, and recruiting professionals accurate information and insights on the organizations and professionals they target. This enables our customers to shorten sales cycles and increase win rates by empowering sellers, marketers, and recruiters to efficiently deliver the right message to the right person at the right time in the right way.

ZoomInfo is the modern go-to-market intelligence platform, consisting of three distinct layers that build upon each other:

•Our Intelligence Layer is the foundation of our data-driven strategy. Our best-in-class data, curated through first- and third-party sources, includes billions of data points about companies and contacts, such as intent, hierarchy, location, and financial information.

•Our Orchestration Layer integrates and enriches our data sources. At this stage, our products assign and route data, leads, and insights to the appropriate people. This creates a dataset that is continuously updated and can be used to power automated business workflows. Our services connect with major CRM system providers enabling sales operations professionals to access a suite of products, services, and solutions to ingest, match, enrich, and connect data feeds into multiple systems.

•Our Engagement Layer allows sales, marketing, operations, and recruiting professionals to put data-driven insights into action to identify and communicate with prospects and customers. Go-to-market professionals use our engagement layer for multi-touch and multi-channel sales engagement, web meeting recording, transcription, insight generation, and coaching. Marketers drive awareness, lead generation, and deal acceleration campaigns through account-based marketing, advertising, and onsite conversion optimization solutions including chat functionality. Recruiters and talent acquisition professionals can locate and reach more better suited candidates, use pipeline management tools to collaborate and organize the hiring process, and automate aspects of the candidate outreach process by more efficiently finding and engaging candidates.

We generate substantially all of our revenue from sales of subscriptions to our platform. Subscriptions include the use of our platform and access to customer support. Subscriptions generally range from one to three years in length. About 53% of customer contracts (based on annualized value) are multi-year agreements. We typically bill our customers at the beginning of each annual, semi-annual, or quarterly period and recognize revenue ratably over the term of the subscription period.

We sell access to our platform to both new and existing customers. We price our subscriptions based on the functionality, users, and records under management that are included in each product edition. Our core paid products are ZoomInfo Copilot, ZoomInfo Sales, ZoomInfo Marketing, ZoomInfo Operations, and ZoomInfo Talent (with add-on options for some products), and we have a free community edition, ZoomInfo Lite.

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Our software, insights, and data enable over 35,000 companies to go-to-market more effectively and efficiently. Our customers are primarily businesses that sell to other businesses and operate in almost every industry vertical. They range from the largest global enterprises, to mid-market companies, down to small businesses. The top five industries that we serve, as measured by ACV, as of December 31, 2025 are software, which comprised 32% of ACV (compared to 32% a year prior), non-IT business services, which comprised 18% of ACV (compared to 20% a year prior), IT business services, which comprised 8% of ACV (compared to 8% a year prior), financial, insurance & real estate, which comprised 9% of ACV (compared to 8% a year prior), and manufacturing, which comprised 7% of ACV (compared to 6% a year prior).

For the year ended December 31, 2025, no single customer contributed more than 10% of revenue. 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 12%, 12%, and 13% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025 and 2024, our number of customers with over $100,000 in ACV was 1,921 and 1,867, respectively.

We generated revenue of $1,249.5 million for the year ended December 31, 2025, as compared to revenue for the year ended December 31, 2024 of $1,214.3 million, and GAAP income from operations of $225.7 million for the year ended December 31, 2025, as compared to GAAP income from operations of $97.4 million for the year ended December 31, 2024. GAAP operating income margin was 18% for the year ended December 31, 2025, as compared to 8% for the year ended December 31, 2024. GAAP net income for the year ended December 31, 2025 was $124.2 million, as compared to GAAP net income of $29.1 million for the year ended December 31, 2024. In addition to our consolidated U.S. GAAP financial measures, we review various non-GAAP financial measures, including Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted Net Income. See “Non-GAAP Financial Measures” below for definitions. Our Non-GAAP Adjusted Operating Income was $445.9 million for the year ended December 31, 2025, as compared to $428.5 million for the year ended December 31, 2024. Our Non-GAAP Adjusted Operating Income Margin was 36% for the year ended December 31, 2025, as compared to 35% in 2024. Non-GAAP Adjusted Net Income was $369.2 million for the year ended December 31, 2025, as compared to $363.8 million for the year ended December 31, 2024.

The discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, can be found in the Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Developments

Impact of Macroeconomic Conditions

Our business and financial condition have and may continue to be impacted by adverse macroeconomic conditions. See “Risk Related to Geopolitical and Macroeconomic Factors” in Part I, Item 1A of this Form 10-K for further discussion of the possible impact of these issues on our business.

Restructuring

In June 2025, the Company announced a reduction in force (the “Plan”) to support the Company’s broader efforts to move upmarket and support durable and efficient growth. The Plan included a reduction of employees by approximately 6% in the second quarter of 2025. The Plan was substantially completed as of June 30, 2025.

First Lien Revolving Credit Facility

In May 2025, the Company drew $100.0 million of the $250.0 million available under its First Lien Revolving Credit Facility. The proceeds from this borrowing were used to fund the Share Repurchase Program.

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Share Repurchase Program

In February 2025, our board of directors authorized an additional $500.0 million in repurchases under the Share Repurchase Program. See Note 10 - Stockholders' Equity of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including the following:

Acquiring New Customers

We are focused on continuing to grow the number of customers using our platform in the United States and around the world, and efficiently transacting with those customers. Acquiring new customers while optimizing the profile of those customers and the go-to-market channels we use to attract these customers will play a part in determining our operating results and growth prospects in the future. Acquiring new customers also strengthens the power of our contributory networks. We plan to continue to invest in our efficient go-to-market effort to expand our customer base. As of December 31, 2025, 2024 and 2023, we had over 35,000 customers. We define a customer as a company that maintains one or more active paid subscriptions to our platform.

Increasing Usage of Our Platform

We believe that expanding the value that we provide to our customers and the corresponding revenue generated as a result is an important measure of the health of our business. We monitor net revenue retention to measure that growth. 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 annual contract value ("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. Our net revenue retention rate was 90% and 87% as of December 31, 2025 and 2024, respectively. In the near term, we expect our net retention rate to be impacted by macroeconomic conditions. See the caption above entitled “—Recent Developments — Impact of Macroeconomic Conditions.” Over the long term, we expect our net revenue retention rate to be influenced by our ability to move upmarket, as larger customers have historically exhibited higher net revenue retention. We also measure our success in expanding relationships with existing customers by the number of customers that contract for $100,000 or greater in ACV. As of December 31, 2025, 2024 and 2023, our customers with $100,000 or greater in ACV was 1,921, 1,867, and 1,820, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of December 31, 2025.

Factors Affecting the Comparability of Our Results of Operations

Our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Changing the Mix of Our Customer Base and Reducing Write-offs and Bad Debts

During the second quarter of 2024, we deployed a new business risk model to flag and require upfront prepayment from prospects at the greatest risk of non-payment. This process was implemented to mitigate the risk of future write-offs and to invest in the long-term health of the Company. Concurrently, our efforts have shifted to customers more likely to pay, renew, and grow with us over time.

As a result, we recorded an incremental charge during the second quarter of 2024 impacting our reported Revenue and General and administrative expenses on our Consolidated Statements of Operations. The charge represents a revision to our reserves for uncollectible accounts receivable, made up primarily of historical transactions with our SMB customers.

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Components of Our Results of Operations

Revenue

We derive primarily all of our revenue from subscription services and the remainder from recurring usage-based services and other revenue. Our subscription services primarily consist of our SaaS applications. Pricing of our subscription contracts are generally based on the functionality provided, the number of users that access our applications, and the amount of data that the customer integrates into their systems. Our subscription contracts typically have a term ranging from one to three years and are non-cancelable. We typically bill for services in advance either annually, semi-annually, or quarterly, and we typically require payment at the beginning of each annual, semi-annual, or quarterly period.

Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. Other revenue, comprised largely of implementation and professional services fees, is recognized as services are delivered. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract.

Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and contract timing within the period. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements.

Cost of revenue

Cost of service. Cost of service includes direct expenses related to the support and operations of our services and research teams including salaries, benefits, equity-based compensation, and related expenses, such as employer taxes, allocated overhead for facilities, technology, third-party hosting fees, third-party data costs, amortization of internally developed capitalized software, and restructuring and transaction-related expenses.

We anticipate continued investment in cost of service, with cost of service as a percentage of revenue expected to slightly increase in the near term. This is driven by rising AI consumption costs and customer onboarding expenses for offerings such as ZoomInfo Copilot and ZoomInfo GTM Studio.

Amortization of acquired technology. Amortization of acquired technology includes amortization expense for technology acquired in business combinations.

We anticipate that amortization of acquired technology will increase if we make additional acquisitions in the future.

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Gross profit and Gross margin

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including leveraging economies of scale, the costs associated with third-party hosting services and third-party data, the level of amortization of acquired technology, and the extent to which we expand our customer support and research organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors.

Operating expenses

Our operating expenses consist of sales and marketing, research and development, general and administrative, and amortization of other acquired intangibles. The most significant component of our operating expenses is personnel costs, which consists of salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits. Operating expenses also include overhead costs for facilities, technology, professional fees, depreciation and amortization expense, marketing, litigation settlements, and restructuring and transaction-related expenses. We anticipate that restructuring and transaction-related expenses, including potential impairments, will be influenced by activities related to potential future acquisitions, strategic restructuring efforts, and leased spaces that we plan to sublease, which could cause these costs to vary, potentially significantly, from our historic levels.

Sales and marketing. Sales and marketing expenses primarily consist of employee compensation such as salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits for our sales and marketing teams, as well as overhead costs, technology, marketing programs, and restructuring and transaction-related expenses. Sales commissions and related payroll taxes directly related to contract acquisition are capitalized and recognized as expenses over the estimated period of benefit.

We anticipate that we will continue to invest in sales and marketing capacity to enable future growth. We anticipate that sales and marketing expense excluding equity-based compensation and restructuring and transaction-related expenses as a percentage of revenue will fluctuate from period to period depending on the interplay of our investments in sales and marketing capacity, the recognition of revenue, and the amortization of deferred commissions costs.

Research and development. Research and development expenses support our efforts to enhance our existing platform and develop new software products. Research and development expenses primarily consist of employee compensation such as salaries, bonuses, equity-based compensation, and other employee-related benefits for our engineering and product management teams, as well as overhead costs, technology, and restructuring and transaction-related expenses. Research and development expenses do not reflect amortization of internally developed capitalized software. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us.

We anticipate that we will continue to invest in research and development in order to develop new features and functionality to drive incremental customer value in the future and that research and development expense as a percentage of revenue in the short-term will be flat to a moderate increase, but will modestly decrease in the long-term as we drive efficiencies in that organization.

General and administrative. General and administrative expenses primarily consist of employee-related costs such as salaries, bonuses, equity-based compensation, and other employee related benefits for our executive, finance, legal, human resources, IT, and business operations and administrative teams, as well as overhead costs. Additionally, we incur expenses related to bad debt and collections, as well as for professional fees including legal services, accounting, banking, and other consulting services. General and administrative expenses also include restructuring and transaction-related expenses, such as impairment charges associated with our leasing activity. Refer to Note 12 - Leases of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information. We also incur charges associated with litigation settlements, such as the settlement of the Class Action settlement previously disclosed, which are presented within General and administrative on the Consolidated Statements of Operations.

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General and administrative expenses as a percentage of revenue may fluctuate during periods when we incur non-recurring restructuring and transaction-related expenses, such as those associated with acquisitions or impairments. Excluding these non-recurring items, we expect a more stable or declining trend over time.

Amortization of other acquired intangibles. Amortization of acquired intangibles consists of amortization of customer relationships and brand portfolios.

We anticipate that amortization of other acquired intangibles will increase if we make additional acquisitions in the future.

Interest expense, net

Interest expense, net represents the interest payable on our debt obligations and the amortization of debt discounts and debt issuance costs, less interest income.

We anticipate that interest expense could be impacted by changes in variable interest rates, the issuance of additional debt, or changes in our interest rate hedging strategies, such as entering into new hedging arrangements or the expiration of existing interest rate swaps.

Loss on debt modification and extinguishment

Loss on debt modification and extinguishment consists of prepayment penalties and impairment of deferred financing costs associated with the modification or extinguishment of debt, as well as new fees incurred with third parties in connection with debt modifications.

We anticipate that losses related to debt modification and extinguishment will only occur if we extinguish indebtedness before the contractual repayment dates or amend our existing financing arrangements.

Other (income) loss, net

Other (income) loss, net consists primarily of the remeasurement of TRA liabilities, investment income, and realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency.

Changes to existing tax law, including changes to corporate income tax rates or the Company’s state tax footprint could lead to substantial remeasurement of the TRA liability recorded through Other (income) loss, net. Additionally, the magnitude of Other (income) loss, net may increase as we expand operations internationally and add complexity to our operations. Refer to the Provision for income taxes section below for further information regarding remeasurement of TRA liability and deferred tax assets.

Provision for income taxes

The Company is subject to income taxes in the United States and various foreign jurisdictions. We recognize deferred tax assets and liabilities based on temporary differences between the financial statement and tax basis of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We have significant U.S. federal and state deferred tax assets, including deferred tax assets created by various historical restructuring events. The preponderance of our deferred tax assets have long lives or are otherwise indefinite. We evaluate recoverability of these deferred tax assets by assessing future expected taxable income from all sources, including reversing taxable temporary differences, forecasted and historical earnings, available carryback and carryforward periods, and prudent and feasible tax planning strategies. A valuation allowance is established only if it is more likely than not that all or a portion of the deferred tax asset will not be realized. As of December 31, 2025, a valuation allowance continues to be recorded against certain state-level attributes.

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We regularly remeasure our deferred tax assets for statutory changes and other guidance, such as the One Big Beautiful Bill Act (OBBBA) passed on July 4, 2025, as well as changes in our state apportionment factors. Given the magnitude of our deferred tax assets, minor changes can materially affect our Provision for income taxes. Upon a remeasurement of our deferred tax assets, the TRA liability is typically concurrently remeasured with a partially offsetting impact within Other (income) loss, net on the Consolidated Statements of Operations.

We have regularly taken tax positions, including with respect to our various corporate events and restructurings, in determining our Provision for income taxes. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority based on technical merits. We regularly review our tax positions with consideration of a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our Provision for income taxes in the period in which we make the change, which could have a material impact on our effective tax rate.

Results of Operations

The following table presents our results of operations for the years ended December 31, 2025, 2024, and 2023:

Year Ended December 31,

(in millions)

2025

2024

2023

Revenue

$

1,249.5 

$

1,214.3 

$

1,239.5 

Cost of revenue:

Cost of service(1)

$

162.0 

$

151.6 

$

139.4 

Amortization of acquired technology

37.6 

38.2 

39.1 

Gross profit

$

1,049.9 

$

1,024.5 

$

1,061.0 

Operating expenses:

Sales and marketing(1)

$

414.6 

$

414.1 

$

408.5 

Research and development(1)

182.0 

196.1 

191.5 

General and administrative(1)

206.7 

295.3 

179.6 

Amortization of other acquired intangibles

20.9 

21.6 

21.9 

Total operating expenses

$

824.2 

$

927.1 

$

801.5 

Income from operations

$

225.7 

$

97.4 

$

259.5 

Interest expense, net

42.6 

39.3 

45.2

Loss on debt modification and extinguishment

— 

0.7 

4.3 

Other (income) loss, net

(11.2)

26.1 

(178.8)

Income before income taxes

$

194.3 

$

31.3 

$

388.8 

Provision for income taxes

70.1 

2.2 

281.5 

Net income

$

124.2 

$

29.1 

$

107.3 

__________________

(1)Amounts include equity-based compensation expense, as follows:

Year Ended December 31,

(in millions)

2025

2024

2023

Cost of service

$

11.1 

$

10.5 

$

15.7 

Sales and marketing

42.0 

50.3 

71.3 

Research and development

33.2 

40.5 

45.1 

General and administrative

29.9 

36.7 

35.5 

Total equity-based compensation expense

$

116.2 

$

138.0 

$

167.6 

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Year Ended December 31, 2025 versus Year Ended December 31, 2024

Revenue. Revenue was $1,249.5 million for the year ended December 31, 2025, an increase of $35.2 million, or 3%, as compared to $1,214.3 million for the year ended December 31, 2024. The increase was primarily due to the effects of the operational changes implemented during the second quarter of 2024. Refer to the Factors Affecting the Comparability of Our Results of Operations section above.

Cost of revenue. Cost of revenue was $199.6 million for the year ended December 31, 2025, an increase of $9.8 million, or 5%, as compared to $189.8 million for the year ended December 31, 2024. Excluding equity-based compensation expense, cost of revenue was $188.5 million for the year ended December 31, 2025, an increase of $9.2 million, or 5%, as compared to $179.3 million for the year ended December 31, 2024. The increase was primarily due to hosting and infrastructure expense and depreciation expense on internally developed capitalized software, partially offset by decreased charges incurred related to lease restructuring activities.

Gross profit. Gross profit for the year ended December 31, 2025 was $1,049.9 million and represented a gross margin of 84%. Gross profit for the year ended December 31, 2024 was $1,024.5 million and represented a gross margin of 84%. The increase in gross profit in the year ended December 31, 2025 relative to the year ended December 31, 2024 was an increase of $25.4 million, or 2%. The increase in gross profit in the year ended December 31, 2025 was primarily due to increased revenues, as described above, and decreased charges related to lease restructuring activities, partially offset by the increase of hosting and infrastructure expense and depreciation expense on internally developed capitalized software.

Operating expenses. Operating expenses were $824.2 million for the year ended December 31, 2025, a decrease of $102.9 million, or 11%, as compared to $927.1 million for the year ended December 31, 2024. Excluding equity-based compensation expense, operating expenses were $719.1 million for the year ended December 31, 2025, a decrease of $80.5 million, or 10%, as compared to $799.6 million for the year ended December 31, 2024.

•Sales and marketing for the year ended December 31, 2025 was $414.6 million, relatively flat as compared to $414.1 million for the year ended December 31, 2024. Sales and marketing, excluding equity-based compensation expense, for the year ended December 31, 2025 was $372.6 million representing an increase of $8.8 million, or 2%, as compared to $363.8 million for the year ended December 31, 2024 primarily due to increased employee compensation expenses, technology expense, and payroll tax and benefit expense, partially offset by decreased charges related to lease restructuring activities.

•Research and development for the year ended December 31, 2025 was $182.0 million representing a decrease of $14.1 million, or 7%, as compared to $196.1 million for the year ended December 31, 2024. Research and development, excluding equity-based compensation expense, for the year ended December 31, 2025 was $148.8 million representing a decrease of $6.8 million, or 4%, as compared to $155.6 million for the year ended December 31, 2024 primarily due to decreases in both employee compensation expense and charges incurred related to lease restructuring activities.

•General and administrative for the year ended December 31, 2025 was $206.7 million representing a decrease of $88.6 million, or 30%, as compared to $295.3 million for the year ended December 31, 2024. General and administrative, excluding equity-based compensation expense, for the year ended December 31, 2025 was $176.8 million representing a decrease of $81.8 million, or 32%, as compared to $258.6 million for the year ended December 31, 2024 primarily due to decreases in charges related to lease restructuring activities and charges incurred related to the Class Actions. Additionally, bad debt expense was lower year over year due to the prior year impact of the revision to reserves for uncollectible accounts receivable.

•Amortization of other acquired intangibles was $20.9 million, representing a decrease of $0.7 million, or 3%, for the year ended December 31, 2025 as compared to $21.6 million for the year ended December 31, 2024.

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Equity-based compensation expense. Equity-based compensation expense was $116.2 million for the year ended December 31, 2025, a decrease of $21.8 million, or 16%, as compared to $138.0 million for the year ended December 31, 2024, primarily due to lower weighted average grant date fair values of grants being amortized in the current period compared to those that were amortized in the prior year and higher capitalization of equity-based compensation.

Income from operations. Income from operations was $225.7 million for the year ended December 31, 2025, an increase of $128.3 million, or 132%, as compared to $97.4 million for the year ended December 31, 2024. The increase was primarily due to an increase in revenue and lower operating expenses, primarily driven by decreases in charges related to lease restructuring activities, charges incurred related to the Class Actions, as well as the prior year impact of the revision to reserves for uncollectible accounts receivable. Operating income margin was 18% for the year ended December 31, 2025 as compared to 8% for the year ended December 31, 2024.

Interest expense, net. Interest expense, net was $42.6 million for the year ended December 31, 2025, an increase of $3.3 million, or 8%, as compared to $39.3 million for the year ended December 31, 2024. The increase was primarily due to both lower interest income and increase expense from incremental borrowings, partially offset by lower interest rates.

Other (income) loss, net. Other income, net was $11.2 million for the year ended December 31, 2025 which primarily consists of the TRA remeasurement gain of $6.9 million and investment income of $0.6 million, as compared to other loss, net of $26.1 million for the year ended December 31, 2024 which primarily consists of the TRA remeasurement loss of $38.5 million, partially offset by investment income of $9.5 million.

Provision for income taxes. The Company is subject to income taxes in the United States and various foreign jurisdictions. Provision for income taxes for the year ended December 31, 2025 was $70.1 million, representing an effective tax rate of 36.1%, as compared to a provision for income taxes of $2.2 million, representing an effective tax rate of 7.2%, for the year ended December 31, 2024. The increase in income tax expense was primarily due to the remeasurement of the deferred tax assets resulting from state tax law and apportionment changes and an increase in income before income taxes. The effective tax rate differed from the U.S. statutory rate of 21% primarily due to shortfalls in tax-deductible equity compensation compared to amounts recognized in our financial statements and U.S. state taxes, including the remeasurement of deferred tax assets for the effect of state tax law and apportionment changes, partially offset by research and development tax credits. Refer to Note 16 - Income Taxes of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

Net income. Net income was $124.2 million for the year ended December 31, 2025, an increase of $95.1 million or 327%, as compared to $29.1 million for the year ended December 31, 2024. The increase was primarily due to the increase in revenue and lower operating expense, primarily driven by decreases in charges related to lease restructuring activities, charges incurred related to the Class Actions, as well as the prior year impact of the revision to reserves for uncollectible accounts receivable.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe certain non-GAAP measures are useful in evaluating our operating performance. These measures include, but are not limited to, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted Net Income and are used by management in making operating decisions, allocating financial resources, internal planning and forecasting, and for business strategy purposes. We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability, and it provides 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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We view Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, and Adjusted Net Income as operating performance measures. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted Operating Income is U.S. GAAP operating income. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted Operating Income Margin is U.S. GAAP operating income divided by U.S. GAAP revenue. We believe that the most directly comparable U.S. GAAP financial measure to Adjusted EBITDA and Adjusted Net Income is U.S. GAAP Net Income.

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 U.S. GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with U.S. 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 below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.

Adjusted Operating Income and Adjusted Operating Income Margin

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) litigation settlement. We exclude the impact of fair value adjustments to acquired unearned revenue and amortization of acquired technology and other acquired intangibles, as well as equity-based compensation expense, because these are non-cash expenses or non-cash fair value adjustments and we believe that excluding these items provides meaningful supplemental information regarding performance and ongoing cash-generation potential. We exclude restructuring and transaction-related expenses, as well as integration costs and acquisition-related compensation, because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. We have also excluded charges associated with litigation settlements related to class actions because we believe it represents an extraordinary litigation expense outside of our ordinary course of business and is not indicative of our operative performance. Adjusted Operating Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. 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.

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The following table presents a reconciliation of Income from operations to Adjusted Operating Income for the periods presented:

Year Ended December 31,

(in millions; unaudited)

2025

2024

2023

Income from operations (GAAP)

$

225.7 

$

97.4 

$

259.5 

Impact of fair value adjustments to acquired unearned revenue(1)

— 

— 

0.2 

Amortization of acquired technology

37.6 

38.2 

39.1 

Amortization of other acquired intangibles

20.9 

21.6 

21.9 

Equity-based compensation expense

116.2 

138.0 

167.6 

Restructuring and transaction-related expenses(2)

40.3 

101.6 

10.3 

Litigation settlement(3)

5.2 

31.7 

— 

Adjusted Operating Income (Non-GAAP)

$

445.9 

$

428.5 

$

498.6 

Revenue (GAAP)

$

1,249.5 

$

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)

$

1,249.5 

$

1,214.3 

$

1,239.7 

Operating Income Margin (GAAP)

18%

8%

21%

Adjusted Operating Income Margin (Non-GAAP)

36%

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, 2025, this expense is primarily related to impairment charges related to Vancouver and Ra’anana and employee severance and termination benefits. 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. This expense is included in cost of service, sales and marketing, research and development, and general and administrative as follows:

Year Ended December 31,

(in millions)

2025

2024

2023

Cost of service

$

1.4 

$

8.2 

$

0.4 

Sales and marketing

5.2 

25.2 

2.1 

Research and development

5.1 

8.3 

1.7 

General and administrative

28.6 

59.9 

6.1 

Total restructuring and transaction-related expenses

$

40.3 

$

101.6 

$

10.3 

(3)Represents charges associated with legal settlements and legal fees. For the year ended December 31, 2024, these charges are primarily related to costs incurred due to the Class Actions.

Adjusted Operating Income for the year ended December 31, 2025 was $445.9 million and represented an Adjusted Operating Income Margin of 36%. Adjusted Operating Income for the year ended December 31, 2024 was $428.5 million and represented an Adjusted Operating Income Margin of 35%. The change in Adjusted Operating Income in the year ended December 31, 2025 relative to the year ended December 31, 2024 was an increase of $17.4 million, or 4%, and primarily due to higher revenue in the current period as well as the prior year impact of the revision to reserves for uncollectible accounts receivable, partially offset by increased technology expense and hosting and infrastructure expense.

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Adjusted Net Income

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) litigation settlement, (viii) TRA liability remeasurement (benefit) expense, (ix) other (income) loss, net and (x) tax impacts of adjustments to net income (loss). Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance.

The following table presents a reconciliation of Net income to Adjusted Net Income for the periods presented:

Year Ended December 31,

(in millions; unaudited)

2025

2024

2023

Net income (GAAP)

$

124.2 

$

29.1 

$

107.3 

Impact of fair value adjustments to acquired unearned revenue(1)

— 

— 

0.2 

Loss on debt modification and extinguishment

— 

0.7 

4.3 

Amortization of acquired technology

37.6 

38.2 

39.1 

Amortization of other acquired intangibles

20.9 

21.6 

21.9 

Equity-based compensation expense

116.2 

138.0 

167.6 

Restructuring and transaction-related expenses(2)

40.3 

101.6 

10.3 

Litigation settlement(3)

5.2 

31.7 

— 

TRA liability remeasurement (benefit) expense

(6.9)

38.5 

(160.7)

Other loss (income), net

0.1 

(2.4)

— 

Tax impacts of adjustments to net income(4)

31.7 

(33.2)

223.1 

Adjusted Net Income (Non-GAAP)

$

369.2 

$

363.8 

$

413.1 

__________________

(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, 2025, this expense is primarily related to impairment charges related to Vancouver and Ra’anana and employee severance and termination benefits. 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. This expense is included in cost of service, sales and marketing, research and development, and general and administrative as follows:

Year Ended December 31,

(in millions)

2025

2024

2023

Cost of service

$

1.4 

$

8.2 

$

0.4 

Sales and marketing

5.2 

25.2 

2.1 

Research and development

5.1 

8.3 

1.7 

General and administrative

28.6 

59.9 

6.1 

Total restructuring and transaction-related expenses

$

40.3 

$

101.6 

$

10.3 

(3)Represents charges associated with legal settlements and associated legal fees. For the year ended December 31, 2024, these charges are primarily related to costs incurred due to the Class Actions.

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(4)Represents tax expense associated with Net income (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 year ended December 31, 2025, the tax impacts of adjustments to net income between GAAP and Non-GAAP are presented based on the specific rate reconciliation categories established under ASU 2023-09. For the year ended December 31, 2025, these primarily relate to recognizing $61.1 million of tax benefit related to the amortization of tax goodwill associated with historical corporate structure simplification, and adjusting out $10.3 million of tax expense from non-deductible stock-based compensation. For the year ended December 31, 2024, these primarily relate to adjusting out $30.1 million of tax benefit from the effects of changes in state tax law and apportionment, recognizing $63.6 million of tax benefit related to the amortization of tax goodwill associated with historical corporate structure simplification, and adjusting out $17.5 million of tax expense from non-deductible stock-based compensation. For the year ended December 31, 2023, these primarily relate to adjusting out $138.4 million of tax expense from the effects of changes in state tax law and apportionment, recognizing $60.0 million of tax benefit related to the amortization of tax goodwill associated with historical corporate structure simplification, and adjusting out $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.

Adjusted Net Income for the year ended December 31, 2025 was $369.2 million, an increase of $5.4 million, or 1%, relative to $363.8 million for the year ended December 31, 2024. This increase was primarily due to higher revenue in current period, mostly offset by higher income tax expense and increased interest expense.

Adjusted EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including other (income) expense, net, loss on debt modification and extinguishment, impact of certain non-cash items, such as fair value adjustments to acquired unearned revenue and equity-based compensation expense, restructuring and transaction-related expenses, integration costs and acquisition-related expenses, and litigation settlement. We exclude these items because these are either non-cash expenses which we do not consider indicative of performance and ongoing cash-generation potential or are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted EBITDA is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance.

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The following table presents a reconciliation of Net income to Adjusted EBITDA for the periods presented:

Year Ended December 31,

(in millions; unaudited)

2025

2024

2023

Net income (GAAP)

$

124.2 

$

29.1 

$

107.3 

Provision for income taxes

70.1 

2.2 

281.5 

Interest expense, net

42.6 

39.3 

45.2 

Loss on debt modification and extinguishment

— 

0.7 

4.3 

Depreciation expense(1)

29.8 

23.9 

19.6 

Amortization of acquired technology

37.6 

38.2 

39.1 

Amortization of other acquired intangibles

20.9 

21.6 

21.9 

Other (income) loss, net(2)

(11.2)

26.1 

(178.8)

Impact of fair value adjustments to acquired unearned revenue(3)

— 

— 

0.2 

Equity-based compensation expense

116.2 

138.0 

167.6 

Restructuring and transaction-related expenses(4)

40.3 

101.6 

10.3 

Litigation settlement(5)

5.2 

31.7 

— 

Adjusted EBITDA (Non-GAAP)

$

475.7 

$

452.4 

$

518.2 

__________________

(1)Amounts for the year ended December 31, 2025 and 2024 exclude the accelerated depreciation associated with the Waltham Lease Restructuring. Refer to Note 4 - Property and Equipment and Note 12 - Leases of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

(2)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses.

(3)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.

(4)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, 2025, this expense is primarily related to impairment charges related to Vancouver and Ra’anana and employee severance and termination benefits. 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. This expense is included in cost of service, sales and marketing, research and development, and general and administrative as follows:

Year Ended December 31,

(in millions)

2025

2024

2023

Cost of service

$

1.4 

$

8.2 

$

0.4 

Sales and marketing

5.2 

25.2 

2.1 

Research and development

5.1 

8.3 

1.7 

General and administrative

28.6 

59.9 

6.1 

Total restructuring and transaction-related expenses

$

40.3 

$

101.6 

$

10.3 

(5)Represents charges associated with legal settlements and legal fees. For the year ended December 31, 2024, these charges are primarily related to costs incurred due to the Class Actions.

Adjusted EBITDA for the year ended December 31, 2025 was $475.7 million, an increase of $23.3 million, or 5%, relative to $452.4 million for the year ended December 31, 2024. This increase was primarily due to increased revenues, partially offset by an increase in technology expense and hosting and infrastructure expense.

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Liquidity and Capital Resources

As of December 31, 2025, we had $175.9 million of cash and cash equivalents, $4.0 million of short-term investments, and $150.0 million available under our first lien revolving credit facility. We have financed our operations primarily through cash generated from operations and financed various acquisitions through cash generated from operations supplemented with debt offerings.

We believe that our cash flows from operations and existing available cash and cash equivalents, together with our other available external financing sources, will be adequate to fund our operating and capital needs for at least the next 12 months and for the foreseeable future. We are currently in compliance with the covenants under the credit agreements governing our secured credit facilities, and we expect to remain in compliance with our covenants.

We typically invoice our subscription customers for services annually, semi-annually, or quarterly in advance of delivery. Therefore, a substantial source of our cash is from such prepayments, which are included on our Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of December 31, 2025, we had unearned revenue of $477.8 million, of which $474.6 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

ZoomInfo Technologies Inc. is a holding company with no material assets other than its ownership of common stock of ZoomInfo Intermediate Inc. and units of ZoomInfo Holdings and has no independent means of generating revenue. Although we have no current plans to pay cash dividends on our common stock, in the event ZoomInfo Technologies Inc. were to declare any cash dividend, ZoomInfo Technologies Inc. may have to cause ZoomInfo Intermediate Inc. and ZoomInfo Holdings and their subsidiaries to make distributions to ZoomInfo Technologies Inc. in part through distributions to ZoomInfo Intermediate Inc. and ZoomInfo Holdings, in an amount sufficient to cover such cash dividends declared by us. Deterioration in the financial condition, earnings, or cash flow of ZoomInfo Intermediate Inc. and its subsidiaries for any reason could limit or impair their ability to pay such distributions. In addition, the terms of our financing arrangements contain covenants that may restrict ZoomInfo Intermediate Inc., ZoomInfo Holdings and their subsidiaries from paying such distributions, subject to certain exceptions. Further, ZoomInfo Midco LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of ZoomInfo Midco LLC (with certain exceptions), as applicable, exceed the fair value of its assets. Subsidiaries of ZoomInfo Midco LLC are generally subject to similar legal limitations on their ability to make distributions to ZoomInfo Midco LLC. See “Risk Factors - Organizational Structure Risk Factors” in Part I, Item 1A of this Form 10-K.

Our cash flows from operations, borrowing availability, and overall liquidity are subject to risks and uncertainties. We may not be able to obtain additional liquidity on reasonable terms, or at all. In addition, our liquidity and our ability to meet our obligations and to fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations and future borrowings may not be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution. See “Risk Factors” in Part I, Item 1A of this Form 10-K.

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Historical Cash Flows

The following table summarizes our cash flows for the periods presented:

Year Ended December 31,

(in millions)

2025

2024

2023

Net cash provided by operating activities

$

465.4 

$

369.4 

$

434.9 

Net cash (used in) provided by investing activities

(80.8)

13.4 

24.4 

Net cash used in financing activities

(347.9)

(690.0)

(427.2)

Net increase (decrease) in cash, cash equivalents, and restricted cash

$

36.7 

$

(307.2)

$

32.1 

Cash flows from operating activities

Net cash provided by operating activities was $465.4 million for the year ended December 31, 2025 as a result of net income of $124.2 million, adjusted by non-cash charges of $398.9 million, and the net change in our operating assets and liabilities of $57.7 million. The non-cash charges are primarily comprised of equity-based compensation expense of $116.2 million, amortization of deferred commission costs of $90.2 million, depreciation and amortization of $88.8 million, deferred taxes net of deferred tax liabilities of $61.4 million, asset impairments and lease abandonment of $23.7 million, provision for bad debt expense of $23.0 million, and tax receivable agreement remeasurement of $6.9 million. The net change in operating assets and liabilities was primarily the result of an increase in deferred costs and other assets of $86.5 million, as well as an increase in accrued expenses and other liabilities of $21.1 million and an increase in accounts payable of $10.3 million.

Net cash provided by operating activities was $369.4 million for the year ended December 31, 2024 as a result of net income of $29.1 million, adjusted by non-cash charges of $425.3 million, and the net change in our operating assets and liabilities of $85.0 million. The non-cash charges are primarily comprised of equity-based compensation expense of $138.0 million, depreciation and amortization of $85.7 million, amortization of deferred commission costs of $67.6 million, asset impairments of $57.4 million, provision for bad debt expense of $42.8 million, and tax receivable agreement remeasurement of $38.5 million. The net change in operating assets and liabilities was primarily the result of a decrease in accrued expenses and other liabilities of $43.4 million, an increase in deferred costs and other assets of $35.5 million, a decrease in accounts payable of $17.7 million, and an increase in accounts receivable of $16.9 million, as well as an increase in unearned revenue of $36.1 million.

We may continue to make future acquisitions as part of our business strategy which may require the use of capital resources and drive additional future restructuring and transaction-related cash expenditures as well as integration and acquisition-related cash costs. During the years ended December 31, 2025, 2024, and 2023 we incurred the following cash expenditures:

Year Ended December 31,

(in millions)

2025

2024

2023

Cash interest expense

$

45.8 

$

44.0 

$

48.5 

Restructuring and transaction-related expenses paid in cash(1)

15.5 

67.0 

6.1 

Integration costs and acquisition-related expenses paid in cash(2)

— 

1.3 

0.5 

Litigation settlement payments(3)

4.3 

30.1 

— 

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__________________

(1)Represents cash payments 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, 2025, these payments related primarily to employee severance and termination benefits payments and Waltham Lease Restructuring charges. For the year ended December 31, 2024, these payments related primarily to the Waltham Lease Restructuring. See Note 12 - Leases of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information. For the year ended December 31, 2023, these payments related primarily to a June 2023 reduction in force, legal costs paid related to 2021 and 2022 acquisitions, and Waltham sublease costs.

(2)Represents cash payments directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the years ended December 31, 2024 and 2023, these payments related to deferred compensation from the acquisition of Insent.

(3)Represents cash payments for legal settlements and associated legal fees. For the year ended December 31, 2024, these payments are primarily related to costs incurred due to the Class Actions.

Future demands on our capital resources associated with our debt facilities may also be impacted by changes in reference interest rates and the potential that we incur additional debt in order to fund additional acquisitions or for other corporate purposes. Future demands on our capital resources associated with transaction expenses and restructuring activities and integration costs and transaction-related compensation will be dependent on the frequency and magnitude of future acquisitions and restructuring and integration activities that we pursue. As part of our business strategy, we expect to continue to pursue acquisitions of, or investments in, complementary businesses from time to time; however, we cannot predict the magnitude or frequency of such acquisitions or investments.

Cash flows from investing activities

Net cash used in investing activities for the year ended December 31, 2025 was $80.8 million, primarily consisting of purchases of property and equipment and other assets of $76.1 million, and purchases of investments of $15.2 million, as well as maturities of investments of $11.0 million.

Net cash provided by investing activities for the year ended December 31, 2024 was $13.4 million, primarily consisting of maturities of investments of $82.2 million, as well as purchases of property and equipment and other assets of $64.9 million, and payments of initial direct costs of $3.4 million.

As we continue to grow and invest in our business, we expect to continue to invest in property and equipment and opportunistically pursue acquisitions.

Cash flows from financing activities

Net cash used in financing activities for the year ended December 31, 2025 was $347.9 million which was primarily comprised of payments relating to the repurchase of common stock of $411.1 million, TRA payments of $23.6 million, payment of taxes related to net share settlement of equity awards of $7.2 million, as well as proceeds from revolving credit loans of $100.0 million.

Net cash used in financing activities for the year ended December 31, 2024 was $690.0 million which was primarily comprised of payments relating to the repurchase of common stock of $565.6 million, TRA payments of $94.0 million, and payment of taxes related to net share settlement of equity awards of $22.8 million.

Refer to Note 6 - Financing Arrangements of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information related to each of our borrowings.

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The shares of Common Stock proposed to be acquired in the share repurchase program may be repurchased from time to time in open market transactions or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital, cash provided by operating activities, and, as appropriate, borrowings under its existing credit facilities or other sources of financing. The timing, as well as the number and value of shares of Common Stock repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares of Common Stock, the market price of the Company’s Common Stock, general market and economic conditions, available liquidity, alternative investment opportunities, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares of Common Stock to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice.

Debt Obligations

As of December 31, 2025, the aggregate balance of $100.0 million under the First Lien Revolving Credit Facility is due, in its entirety, at the contractual maturity date of February 28, 2028. As of December 31, 2025, the aggregate remaining balance of $650.0 million of 3.875% Senior Notes is due, in its entirety, at the contractual maturity date of February 1, 2029. Interest on the Senior Notes is payable semi-annually in arrears beginning on August 1, 2021. As of December 31, 2025, the Company has a remaining balance of $582.2 million with respect to its First Lien Term Loan. The Company is obligated to make principal payments each quarter in the amount of 0.25% of the aggregate initial outstanding amount, with the remaining balance due at the contractual maturity date of February 28, 2030. The foregoing currently represent the only existing required future debt principal repayment obligations that will require future uses of the Company’s cash.

The First Lien Term Loan has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable rate is 0.75% for Base Rate loans or 1.75% for SOFR loans. The effective interest rate on the First Lien Term Loan was 5.71% and 6.56% as of December 31, 2025 and December 31, 2024, respectively.

We have historically used derivative financial instruments, primarily interest rate swap contracts designated as cash flow hedges, to manage a portion of our exposure to changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. As our existing interest rate swaps mature, our exposure to changes in interest rates on our floating rate debt will increase to the extent we do not enter into new interest rate swap contracts.

The First Lien Revolving Credit Facility, which has $100.0 million outstanding as of December 31, 2025, has a variable interest rate whereby the Company can elect to use a Base Rate or SOFR plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans. The applicable margin for SOFR loans is 2.10% to 2.35%, which includes the credit spread adjustment of 0.1%, depending on the Company’s Consolidated First Lien Net Leverage Ratio. The effective interest rate on the First Lien Revolving Credit Facility was 6.12% as of December 31, 2025. There was no outstanding balance under the First Lien Revolving Credit Facility as of December 31, 2024.

Our total net leverage ratio to Adjusted EBITDA is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Adjusted EBITDA. Adjusted EBITDA for the twelve months ended December 31, 2025 was $475.7 million. Our total net leverage ratio to Adjusted EBITDA as of December 31, 2025 was 2.4x.

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(in millions, except leverage ratios)

Total contractual maturity of outstanding indebtedness

$

1,332.2 

Less: Cash and cash equivalents, and investments

179.9 

Net contractual maturity of outstanding indebtedness

$

1,152.3 

Trailing Twelve Months (TTM) Adjusted EBITDA

$

475.7 

Total net leverage ratio to Adjusted EBITDA

2.4x

Our Consolidated First Lien Net Leverage Ratio is defined in the agreement governing our existing first lien credit facilities (the “First Lien Credit Agreement”) as total contractual maturity of outstanding First Lien indebtedness less cash, cash equivalents and investments (as applicable), divided by trailing twelve months Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements). Cash EBITDA differs from Adjusted EBITDA due to certain defined add-backs, including cash generated from changes in unearned revenue; see table below for reconciliation. Cash EBITDA for the twelve months ended December 31, 2025 was $484.7 million. Our Consolidated First Lien Net Leverage Ratio as of December 31, 2025 was 1.0x.

(in millions, except leverage ratios)

Total contractual maturity of First Lien indebtedness

$

682.2 

Less: Cash and cash equivalents, and investments

179.9 

Net contractual maturity of First Lien indebtedness

$

502.3 

Trailing Twelve Months (TTM) Cash EBITDA

$

484.7 

Consolidated First Lien Net Leverage Ratio

1.0x

Our total net leverage ratio to Cash EBITDA (defined as Consolidated EBITDA in our Credit Agreements) is defined as total contractual maturity of outstanding indebtedness less cash, cash equivalents, and investments (as applicable), divided by trailing twelve months Cash EBITDA. Cash EBITDA for the twelve months ended December 31, 2025 was $484.7 million. Our total net leverage ratio to Cash EBITDA as of December 31, 2025 was 2.4x.

(in millions, except leverage ratios)

Total contractual maturity of outstanding indebtedness

$

1,332.2 

Less: Cash and cash equivalents, and investments

179.9 

Net contractual maturity of outstanding indebtedness

$

1,152.3 

Trailing Twelve Months (TTM) Cash EBITDA

$

484.7 

Total net leverage ratio to Cash EBITDA

2.4x

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Trailing Twelve Months as of

(in millions)

December 31, 2025

Net income (GAAP)

$

124.2 

Provision for income taxes

70.1 

Interest expense, net

42.6 

Depreciation expense(1)

29.8 

Amortization of acquired technology

37.6 

Amortization of other acquired intangibles

20.9 

Other income, net(2)

(11.2)

Equity-based compensation expense

116.2 

Restructuring and transaction-related expenses(3)

40.3 

Litigation settlement(4)

5.2 

Adjusted EBITDA (Non-GAAP)

$

475.7 

Unearned revenue adjustment

(0.2)

Cash rent adjustment

8.7 

Other lender adjustments

0.5 

Cash EBITDA (Non-GAAP)

$

484.7 

__________________

(1)Amounts for the trailing twelve months ended December 31, 2025 exclude the accelerated depreciation associated with the Waltham Lease Restructuring. Refer to Note 4 - Property and Equipment and Note 12 - Leases of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

(2)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses.

(3)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 trailing twelve months ended December 31, 2025, this expense is primarily related to impairment charges related to Vancouver and Ra’anana and employee severance and termination benefits.

(4)Represents charges associated with legal settlements and associated legal fees.

In addition, the credit agreement governing our First Lien Term Loan contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, limitations on our ability to pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, prepay, redeem, or repurchase certain debt, make acquisitions, investments, loans, and advances, or sell or otherwise dispose of assets. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt. The Company may be able to incur substantial additional indebtedness in the future. The terms of the credit agreements governing our first lien term loan limit, but do not prohibit, the Company from incurring additional indebtedness, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions will also not prevent the Company from incurring obligations that do not constitute “Indebtedness” as defined in the agreements governing our indebtedness.

Capital Expenditures

Capital expenditures increased by $11.2 million, or 17%, to $76.1 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, as a result of increased capitalization of development expenses and increased expenditures related to new facilities.

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Tax Receivable Agreements

We have entered into two Tax Receivable Agreements. We entered into (i) the Exchange Tax Receivable Agreement with certain Pre-IPO Owners of equity units of ZoomInfo Holdings and (ii) the Reorganization Tax Receivable Agreement with the Pre-IPO Blocker Holders. These Tax Receivable Agreements provide for the payment by members of the ZoomInfo Tax Group to such Pre-IPO Owners and certain Pre-IPO Owners that held HoldCo Units immediately prior to the IPO of 85% of the benefits, if any, that the ZoomInfo Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of utilization or deemed utilization of certain tax attributes and benefits covered by the Tax Receivable Agreements.

The tax attributes and benefits covered by the Exchange Tax Receivable Agreement include (i) the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the ZoomInfo Tax Group’s allocable share of existing tax basis and tax basis adjustments that increased the tax basis of the tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or exchanges of units of ZoomInfo Holdings for shares of common stock after the IPO, as well as certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement.

The tax attributes and benefits covered by the Reorganization Tax Receivable Agreement include certain tax attributes of the Blocker Companies (including the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits.

In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase the ZoomInfo Tax Group’s depreciation and amortization deductions for tax purposes and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge.

The ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO and the increase in the ZoomInfo Tax Group’s allocable share of existing tax basis and the tax basis adjustments upon exchanges of units of ZoomInfo Holdings LLC for shares of common stock may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The ZoomInfo Tax Group expects to benefit from the remaining 15% of realized cash tax benefits.

For purposes of the tax receivable agreements, the realized cash tax benefits will be computed by comparing the actual income tax liability of the ZoomInfo Tax Group (calculated with certain assumptions) to the amount of such taxes that the ZoomInfo Tax Group would have been required to pay had the tax receivable agreements not been entered into and had there been no existing tax basis, no anticipated tax basis adjustments of the assets of the ZoomInfo Tax Group as a result of exchanges, and no utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis). The term of each tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless (i) ZoomInfo Tax Group exercises its right to terminate one or both tax receivable agreements for an amount based on the agreed payments remaining to be made under the agreement, (ii) ZoomInfo Tax Group breaches any of its material obligations under one or both tax receivable agreements in which case all obligations (including any additional interest due relating to any deferred payments) generally will be accelerated and due as if ZoomInfo Tax Group had exercised its right to terminate the tax receivable agreements, or (iii) there is a change of control of ZoomInfo Tax Group, in which case the Pre-IPO Owners may elect to receive an amount based on the agreed payments remaining to be made under the agreement determined as described above in clause (i). Estimating the amount of payments that may be made under the tax receivable agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The amount of existing tax basis and the anticipated tax basis adjustments, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including our blended federal and state tax rate, the amount and timing of our income and deductions, and situations where no net benefit is received from the tax attributes.

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We expect that as a result of the size of the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO, the increase in the ZoomInfo Tax Group’s allocable share of existing tax basis and the tax basis adjustment of the tangible and intangible assets of the ZoomInfo Tax Group upon the exchange of units of ZoomInfo Holdings LLC for shares of common stock and our expected utilization of certain tax attributes, the payments that ZoomInfo Tax Group may make under the tax receivable agreements will be substantial. As of December 31, 2025, the Company had a liability of $2,731.9 million related to its projected obligations under the Tax Receivable Agreements in connection with the Reorganization Transactions and units of ZoomInfo Holdings LLC. During the years ended December 31, 2025 and 2024, $23.6 million and $94.0 million, was paid to TRA holders pursuant to the Tax Receivable Agreements, respectively. The payments under the tax receivable agreements are not conditioned upon continued ownership of us by the exchanging holders of units of ZoomInfo Holdings LLC. Refer to Note 15 - Tax Receivable Agreements of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

Contractual Obligations and Commitments

The following table summarizes our material contractual obligations as of December 31, 2025 and the years in which these obligations are due:

Payments due by Period

(in millions)

Total

Less than one year

One to three years

Three to five years

Greater than five years

Long-term indebtedness(1)

$

1,332.2 

$

5.9 

$

111.8 

$

1,214.5 

$

— 

Operating leases(2)

405.5 

8.2 

64.8 

64.7 

267.8 

Purchase obligations(3)

77.3 

40.4 

36.9 

— 

— 

Total contractual obligations

$

1,815.0 

$

54.5 

$

213.5 

$

1,279.2 

$

267.8 

__________________

(1)Includes future principal payments on long-term indebtedness through the scheduled maturity dates thereof. Indebtedness is discussed in Note 6 - Financing Arrangements of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K. Interest incurred on amounts we borrow is based on relative borrowing levels, fluctuations in the variable interest rates, and the spread we pay over those interest rates. As such, we are unable to quantify our future obligations relating to interest and therefore no amounts have been included in the above table.

(2)Represents future payments on existing operating leases, including future tenant improvement allowance reimbursements through the scheduled expiration dates thereof.

(3)Primarily relates to third-party cloud hosting and software as a service arrangements.

The amounts included in the table above represent agreements that are enforceable and legally binding. Any obligations under contracts that we can cancel without significant penalty are not included here, because the ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above. Purchase orders issued in the ordinary course of business are not included in the table above as they represent authorizations to purchase the items rather than binding agreements. However, if such claims arise in the future, they could have a material effect on our financial condition, results of operations, and cash flows.

The payments that we may be required to make under the tax receivable agreements that we entered into may be significant and are not reflected in the contractual obligations tables set forth above, as we are currently unable to estimate the amounts and timing of the payments that may be due thereunder.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Our critical accounting policies are those that we believe have the most significant impact to the presentation of our financial condition and results of operations and that require the most difficult, subjective, or complex judgments. In many cases, the accounting treatment of a transaction is specifically dictated by U.S. GAAP with no need for the application of judgment.

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In certain circumstances, however, 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.

While our significant accounting policies are more fully described in Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K, we believe the following topics reflect our critical accounting policies and our more significant judgment and estimates used in the preparation of our financial statements.

Tax Receivable Agreements

In connection with our IPO, we entered into two Tax Receivable Agreements with certain non-controlling interest holders (the “TRA Holders”). The TRAs generally provide for payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax based on income that the Company actually realizes or is deemed to realize in certain circumstances. The Company will retain the benefit of the remaining 15% of these net cash savings.

We account for amounts payable under the TRA in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies. Amounts payable under the TRA are accrued by a charge to income when it is probable that a liability has been incurred and the amount is estimable. As such, subsequent changes to the measurement of the TRA liability are recognized in the Consolidated Statements of Operations as a component of Other (income) loss, net. Refer to Note 15 - Tax Receivable Agreements of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

Income Taxes

ZoomInfo Technologies Inc. is a corporation, and it and its U.S. affiliates are subject to U.S. federal and state income tax. Additionally, our operations in Canada, India, Ireland, Israel, and the U.K. are subject to local country income taxes.

The Company recognizes deferred tax assets and liabilities based on temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax law is recognized in the Consolidated Statements of Operations in the period that includes the enactment date.

The Company reviews all available evidence to evaluate the realizability of its deferred tax assets, including consideration of both positive and negative evidence, scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and tax planning strategies. If there is a change in our ability to recover certain deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed.

The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based solely on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest and penalties within Provision for income taxes on the Consolidated Statements of Operations. Refer to Note 16 - Income Taxes of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

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Recently Issued and Adopted Accounting Pronouncements

Refer to Note 1 - Business, Basis of Presentation, and Summary of Significant Accounting Policies of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K regarding recently issued and adopted accounting pronouncements.

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