2020 Omnibus Incentive Plan - On May 26, 2020, the Board adopted the Omnibus Plan. The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Company’s common stock or securities valued by reference to, or otherwise determined by reference to or based on, shares of common stock: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) interests in a limited liability company that is a subsidiary of the Company, and (vii) other equity-based and cash-based incentive awards as determined by the compensation committee of the Board or any properly delegated subcommittee.

The maximum aggregate number of shares of common stock that could be issued pursuant to awards under the Omnibus Plan was 18,650,000 shares (including other securities which have been issued under the plan and were converted into awards based on shares of common stock) (the “Plan Share Reserve”). The Omnibus Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 5% of the number of shares of common stock outstanding on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the Board.

The Company currently has equity-based compensation awards outstanding as follows: restricted stock units, common stock options, and restricted stock. In addition, the Company recognizes equity-based compensation expense from awards granted to employees as further described below under HSKB Phantom Units.

Except where indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. For all grants issued, the service vesting condition is generally four years with 25% vesting on the one-year anniversary of the grant date of the award and 6.25% vesting quarterly thereafter; or three years with 33% vesting on the one-year anniversary of the grant date of the award and 8.375% vesting quarterly thereafter.

During the year ended December 31, 2023, the Company issued PRSUs, which were recommended by the Compensation Committee of the Board and approved by the full Board. The service vesting condition for one of the issued awards is one year. Each of the remaining PRSUs will vest in annual tranches over a three-year service period. Total PRSUs earned for grants made in 2023 may vary between 0% and 200% of the PRSUs granted based on the attainment of company-specific performance targets during the related performance period and continued service. All of the PRSUs earned will be settled through the issuance of an equivalent number of shares of the Company’s common stock based on the payout level achieved. Certain additional grants have other vesting periods approved by the Compensation Committee of the Board.


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	Restricted Stock Units	Weighted Average Grant Date Fair Value		Restricted Stock Units
Unvested at beginning of period	12,636,460	$	29.23	10,377,568





Granted	5,543,344	15.51		4,452,672

Vested	(1,359,913)	38.24		(633,337)
Forfeited	(1,345,421)	30.19		(929,469)
Unvested at end of period	15,474,470	23.44		13,267,434


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	Restricted Stock	Weighted Average Grant Date Fair Value		Restricted Stock
Unvested at beginning of period	347,976	$	34.55	858,560






Vested	(225,560)	46.61		(242,680)
Forfeited	—	—		(6,733)
Unvested at end of period	122,416	12.32		609,147


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	Options	Weighted Average Exercise Price		Options
Outstanding at beginning of period	279,553	$	21.00	323,002

Exercised	—	—		(11,236)
Expired	(6,474)	21.00		(10,095)
Forfeited	—	—		(3,106)
Outstanding at end of period	273,079	21.00		298,565


	March 31, 2024
Aggregate intrinsic value (in millions)(1)
Options outstanding	$	—
Options exercisable	—
Weighted average remaining contractual term (in years)
Options outstanding	6.0 years
Options exercisable	6.0 years

________________

On June 3, 2020, the Board adopted the ZoomInfo Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) that allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions of up to 15% of their eligible compensation and the IRS allowable limit per calendar year. The Compensation Committee of the Board administers the ESPP, including with respect to the frequency and duration of offering periods, the maximum number of shares that an eligible employee may purchase during an offering period, and, subject to certain limitations set forth in the ESPP, the per-share purchase price. Currently, the maximum number of shares that can be purchased by an eligible employee under the ESPP is 1,500 shares per offering period and there are two six-month offering periods that begin in the second and fourth quarter of each fiscal year. The purchase price for one share of common stock under the ESPP is currently equal to 90% of the fair market value of one share of common stock on the first trading day of the offering period or the purchase date, whichever is lower.

The maximum aggregate number of shares of the common stock that may be issued under the ESPP is no more than 7,500,000 shares (the “ESPP Plan Share Reserve”). The ESPP plan also contains a provision that will add an additional number of shares of common stock to the ESPP Plan Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 1% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (y) the ESPP Plan Share Reserve on the last day of the immediately preceding fiscal year, and (ii) a lower number of shares of common stock as may be determined by the Board.

The fair value of the ESPP purchase was determined using the Black-Scholes option pricing model. The expected term for the purchases was based on the six-month offering period. We estimate the future stock price volatility based on the historical volatility of the Company with a lookback period commensurate with the expected term of the ESPP purchases. 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 withheld $2.1 million and $3.0 million worth of ESPP contributions for the three months ended March 31, 2024 and 2023, respectively, on behalf of participating employees through payroll deductions included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets. No shares of common stock were purchased under the ESPP for the three months ended March 31, 2024 and 2023, respectively. The Company recognized $0.8 million and $1.2 million of equity-based compensation expense related to the ESPP for the three months ended March 31, 2024 and 2023, respectively.


(in millions)	Amount		Weighted Average Remaining Service Period (in years)
Restricted stock units	$	314.7	2.7

Restricted stock	0.3		0.4



HSKB Phantom Units	12.4		2.6
Employee Stock Purchase Plan	0.5		0.2
Total unamortized equity-based compensation cost	$	327.9	2.7