Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ZoomInfo Technologies Inc. (Name of Issuer) |
Common stock, par value $0.01 per share (Title of Class of Securities) |
98980F104 (CUSIP Number) |
Matthew P. O'Connor 200 Clarendon Street, 59th Floor Boston, MA, 02116 (617) 850-7500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98980F104 |
| 1 |
Name of reporting person
HighSage Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,479,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of Common Stock (as defined herein) reported beneficially owned by the Reporting Person is based on 305,294,644 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's (as defined herein) annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the "Commission") on February 12, 2026.
SCHEDULE 13D
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| CUSIP No. | 98980F104 |
| 1 |
Name of reporting person
Jennifer Stier | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,410,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The percentage of Common Stock reported beneficially owned by the Reporting Person is based on 305,294,644 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 12, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.01 per share | |
| (b) | Name of Issuer:
ZoomInfo Technologies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
330 W Columbia Way, Floor 8, Vancouver,
WASHINGTON
, 98660. | |
Item 1 Comment:
Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission on August 21, 2025 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of ZoomInfo Technologies Inc. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Item 5(c) of this Amendment No. 1 is incorporated by reference herein. A total of $22,893,875, excluding commissions, was paid to acquire the shares of Common Stock purchased since the Original Schedule 13D and reported in Item 5(c) of this Amendment No. 1. The shares of Common Stock were purchased with the working capital of various limited liability companies managed by the Reporting Persons. The Reporting Persons may effect purchases of the shares of Common Stock through margin accounts maintained for the limited liability companies with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules, and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, HighSage Ventures LLC may be deemed to beneficially own 14,479,835 shares of Common Stock, or approximately 4.7% of the shares of Common Stock outstanding. As of the date hereof, Ms. Stier may be deemed to beneficially own 20,410,148 shares of Common Stock, or approximately 6.7% of the shares of Common Stock outstanding. The percentages set forth herein are based on 305,294,644 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 12, 2026. Separate from the Reporting Persons, Owen Wurzbacher ("Mr. Wurzbacher"), who serves as Chief Investment Officer of HighSage Ventures LLC and also serves on the Issuer's Board, beneficially owns a total of 53,242 shares and restricted stock units ("RSUs"), including 38,852 which were granted to him in connection with his service on the Issuer's Board. The Reporting Persons are not a "group", as such term is used for purposes of Section 13(d) of the Act, with Mr. Wurzbacher and disclaim beneficial ownership over the shares and RSUs beneficially owned by Mr. Wurzbacher. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) of the Act, the beneficial owner of any securities owned by Mr. Wurzbacher. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the 14,479,835 shares of Common Stock beneficially owned by HighSage Ventures LLC with the limited liability companies that directly hold such shares that are managed by HighSage Ventures LLC. Ms. Stier may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the 20,410,148 shares of Common Stock beneficially owned by Ms. Stier with HighSage Ventures LLC and/or the limited liability companies that directly hold such shares that she and/or HighSage Ventures LLC manages. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: On February 11, 2026, limited liability companies managed by HighSage Ventures LLC purchased 2,000,000 shares of Common Stock in multiple open market transactions at prices ranging from $6.4801 to $6.8646, inclusive. The weighted average purchase price for the transactions was $6.6704 per share. On February 12, 2026, a limited liability company managed by Ms. Stier purchased 1,000,000 shares of Common Stock in multiple open market transactions at prices ranging from $6.3338 to $6.3599, inclusive. The weighted average purchase price for the transactions was $6.35 per share. On February 13, 2026, a limited liability company managed by Ms. Stier purchased 500,000 shares of Common Stock in multiple open market transactions at prices ranging from $6.3994 to $6.413, inclusive. The weighted average purchase price for the transactions was $6.4062 per share. Except as otherwise set forth herein, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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