On August 4, 2026, the Company’s Board, upon approval and recommendation of the Compensation Committee of the Board, adopted the ZoomInfo Technologies Inc. Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 2,000,000 shares of the Company’s common stock, par value $0.01 per share, to be used exclusively for grants of awards to individuals not previously employed by the Company or its subsidiaries, as a material inducement to such individuals’ entry into employment with the Company or its subsidiaries within the meaning of Nasdaq Listing Rule 5635(c)(4). Under the Inducement Plan, the Company may grant these eligible recipients nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. The Board also adopted a form of Restricted Stock Unit Agreement and a form of Performance Stock Unit Agreement for use with the Inducement Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek approval of the Inducement Plan by its stockholders.


	Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of period	16,327,640	$	12.32
Granted	9,135,031	3.94
Granted - performance-based	9,462,546	3.21

Added by performance factor	169,313	9.61
Vested	(7,005,619)	11.84
Forfeited	(2,403,207)	11.90
Unvested at end of period	25,685,704	6.14

During the second quarter of 2026, the Board approved fixed target equity awards to certain employees, which are accounted for as liability classified awards. The fixed target equity awards have both service and performance conditions that vest in the first quarter of the subsequent fiscal year. As of September 30, 2026, $5.1 million was recorded in Accrued expenses and other current liabilities on our Consolidated Balance Sheets, representing the carrying amount of the liability for these awards.

During the third quarter of 2026, the Board authorized the recommencement of the 2020 Employee Stock Purchase Plan (the “ESPP”) and adopted an amendment to the ESPP, effective July 1, 2026 (the “2026 ESPP Amendment”). In connection with the resumption of the ESPP, which was previously suspended in December 2024, the offering period structure was also changed such that offering periods will consist of twenty-four months, comprised of four consecutive six-month purchase periods, with a new offering period commencing every six months on an overlapping basis. The maximum number of shares that can be purchased by an eligible employee is 2,500 shares per purchase period. The 2026 ESPP Amendment introduced a reset feature, under which an offering period automatically terminates immediately following the purchase of shares on a purchase date, and a new twenty-four month offering period automatically commences on the day following the purchase date, if the fair market value of the Company’s common stock on the purchase date is lower than the fair market value on the offering date of the then-current offering period. The 2026 ESPP Amendment also requires participants to abstain from selling or otherwise transferring any shares of common stock issued under a purchase right for the one-year period immediately following the last day of the applicable purchase period during which such shares were purchased.

We estimate the future stock price volatility based on the historical volatility of the Company’s common stock price with a lookback period commensurate with the expected term of the ESPP purchase period. The expected term for the ESPP purchase rights is based on the duration of the respective purchase period. The risk-free rate is the implied yield available on U.S. Treasury zero-coupon bonds issued with a remaining term equal to the expected term. The Company has not declared, nor do we expect to declare, dividends.

The Company withheld $0.2 million worth of ESPP contributions for the three and nine months ended September 30, 2026 on behalf of participating employees through payroll deductions, included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets as of September 30, 2026. No shares of Common Stock were purchased under the ESPP for the three and nine months ended September 30, 2026. The Company recognized $0.2 million of equity-based compensation expense related to the ESPP for the three and nine months ended September 30, 2026.