v3.26.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 9 - Commitments and Contingencies
Non-cancelable purchase obligations
For information related to outstanding non-cancelable purchase obligations and lease-related obligations, refer to the amounts disclosed in the audited financial statements in our 2025 Form 10-K. Amounts of non-cancelable purchase obligations mainly relate to third-party cloud hosting and software-as-a-service arrangements. For information regarding financing-related obligations, refer to Note 6 - Financing Arrangements.
Legal Matters
We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. There are inherent uncertainties in these matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company also discloses when it is reasonably possible that a material loss may be incurred. Legal costs associated with these matters are expensed in the period in which they are incurred. Based on the information known by the Company as of the date of this filing, and except where otherwise indicated, the Company is unable to estimate the reasonably possible loss or range of loss, if any, with respect to the matters, described below because the proceedings are at an early stage, class certification has not been decided, discovery has not been completed, the plaintiffs seek unspecified damages, and/or the matters involve novel or unresolved questions of fact or law. Even if we believe these matters are without merit and are vigorously defending them, we may not be successful. Any litigation to which we are a party may be resolved adversely or we may be subject to an unfavorable judgment that may not be reversed upon appeal. We may also decide to settle litigation, disputes, or other legal proceedings in some instances on terms that are unfavorable to us, if we believe settlement is in the best interest of the Company and its stockholders. In addition, we may become subject to orders or consent decrees imposed by government or regulatory authorities. Adverse decisions and settlements could affect our operating results in future periods or result in a liability or other amounts material to our consolidated financial statements.
ZoomInfo Publicity Litigation
On September 5, 2024, a putative class action lawsuit was filed against ZoomInfo Technologies LLC in the U.S. District Court for the Western District of Washington alleging ZoomInfo Technologies LLC’s use of individuals’ names in public-facing web pages violates the Washington Personality Rights Act, and seeking statutory, compensatory and punitive damages, costs, and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.
Quebec Privacy Litigation
On March 17, 2025, a putative class action lawsuit was filed against ZoomInfo Technologies Inc., ZoomInfo Technologies LLC, and ZoomInfo Canada Corp. in the Superior Court of Quebec, alleging that the Company’s collection and publication of personal information violated the Quebec Civil Code, Quebec’s statute regarding the protection of personal information in the private sector (LPRPSP), and the Quebec Charter of Human Rights and Freedoms. The plaintiffs seek statutory, compensatory and punitive damages, as well as costs and legal fees. The Company intends to vigorously defend against this lawsuit.
Colorado Consumer Protection Litigation
On April 16, 2025, a putative class action lawsuit was filed against ZoomInfo Technologies LLC in the Superior Court of the State of Washington (Clark County), alleging that ZoomInfo Technologies LLC violated the State of Colorado’s Prevention of Telemarketing Fraud Act by listing cell phone numbers of Colorado residents in the Company’s online directory for commercial purposes without obtaining their consent. The suit seeks statutory damages, injunctive and other equitable relief, costs and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.
Similarly, on June 26, 2025, a putative class action lawsuit was filed against Datanyze LLC, one of the Company’s subsidiaries, in the United States District Court for the District of Colorado, alleging that Datanyze LLC violated the State of Colorado’s Prevention of Telemarketing Fraud Act, on substantially the same grounds as the action filed against ZoomInfo Technologies LLC referred to above. Datanyze LLC has since merged with and into ZoomInfo Technologies LLC, and ZoomInfo Technologies LLC will assume the defense of and otherwise handle the litigation. The suit seeks statutory damages, injunctive and other equitable relief, costs and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.
Securities Litigation
On September 4, 2024, a putative class action lawsuit was filed against ZoomInfo Technologies Inc. and certain of its current and former officers and affiliates in the U.S. District Court for the Western District of Washington (the “2024 Securities Litigation”). The suit, brought on behalf of purchasers of Company common stock between November 10, 2020, and August 5, 2024, alleges that the defendants made false and/or misleading statements related to the Company’s business, operations, and prospects, including in respect of the effects of the COVID-19 pandemic on the Company’s performance, in violation of §10(b) and §20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On October 16, 2026, ZoomInfo entered into a memorandum of understanding of terms with plaintiffs to settle the 2024 Securities Litigation. The proposed settlement stipulates a payment by ZoomInfo to the putative class in the amount of $44.0 million, a portion of which is expected to be covered by remaining insurance funds, in exchange for the dismissal of the 2024 Securities Litigation and a full release of all claims against the defendants. The proposed settlement is subject to preliminary and final approval by the U.S. District Court for the Western District of Washington and certain other conditions. The proposed settlement is not an admission of fault or wrongdoing by ZoomInfo or any other defendant. Rather, the Company believes that resolving the 2024 Securities Litigation at this time is in its best interest given the costs, uncertainty, and distraction of continued litigation. As a result of the aforementioned memorandum of understanding of terms entered into with the plaintiffs, the Company recorded a litigation settlement liability of $44.0 million as of September 30, 2026, which is presented within Accrued expenses and other current liabilities on our Consolidated Balance Sheets. The Company is entitled to recover $25.0 million related to legal and litigation defense costs, as well as the settlement liability, under applicable insurance policies, which is presented within Prepaid expenses and other current assets on our Consolidated Balance Sheets.
On December 2, 2024, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the Western District of Washington. A second derivative action was filed on February 4, 2025, in the United States District Court for the Western District of Washington. On March 3, 2025, the United States District Court for the Western District of Washington entered an order consolidating the first two derivative actions into one consolidated derivative action. That consolidated derivative action is stayed pending further developments in the securities action described above. A third derivative action was filed on March 25, 2026, in the Delaware State Court of Chancery. On June 9, 2026, a fourth derivative action was filed in the Delaware State Court of Chancery. On June 15, 2026, a fifth derivative action was filed in the Delaware State Court of Chancery. The factual allegations in all of the derivative cases mirror the securities case described above. The complaints assert violations of the United States securities laws and state fiduciary duty laws, in addition to common law claims involving unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The derivative cases seek, among other things, unspecified compensatory damages on behalf of the Company arising out of the individual defendants’ alleged wrongful conduct. The Company intends to vigorously defend against these lawsuits.
On August 5, 2026, a group of investment trusts and funds, including Advanced Series Trust and several Prudential Investment Funds, filed a non-class complaint against ZoomInfo Technologies Inc. and certain of its current and former officers in the United States District Court for the Western District of Washington. The complaint asserts similar claims and allegations as those in the securities class action case described above and seeks unspecified compensatory damages, costs and attorneys’ fees. The Company intends to vigorously defend against this lawsuit.

On October 30, 2026, a second group of investment trusts and funds, including Harbor Capital Appreciation Fund and other Harbor Capital funds, filed a non-class complaint in the United States District Court for the Western District of Washington. The complaint asserts similar claims and allegations as those in the securities class action case described above. The Company intends to vigorously defend against this lawsuit.
On June 25, 2026, a putative class action lawsuit was filed against ZoomInfo Technologies Inc. and certain current officers in the U.S. District Court for the Western District of Washington. The suit, brought on behalf of purchasers of Company common stock between November 3, 2025, and May 11, 2026, alleges that the defendants overstated their confidence in statements related to the Company’s projected revenue outlook, the growth of its AI-driven products and its sustained improvement in net revenue retention, in violation of §10(b) and §20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks, among other relief, unspecified compensatory damages, equitable relief, and costs and expenses. The Company intends to vigorously defend against this lawsuit.
On August 20, 2026, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the Western District of Washington. The factual allegations in this derivative case mirror the securities case described above. The complaint asserts violations of the United States securities laws and state fiduciary duty laws, in addition to common law claims involving unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The derivative case seeks, among other things, unspecified compensatory damages on behalf of the Company arising out of the individual defendants’ alleged wrongful conduct. The Company intends to vigorously defend against this lawsuit.