GTM 10-K & 10-Q changes, risk factors and insider trading

We are subject to various risks that could have a material adverse impacteffect on our business, financial position,condition, results of operations, or cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. The risks described herein are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position,condition, results of operations or cash flows. You should carefully review the information provided in this section before making an investment in our Company.common stock.

Our revenue, results of operations, and cash flows depend on the overall demand for and use of technology and information for sales, marketing, and recruiting professionals, which depends in part on the amount of spending allocated by our customers or potential customers for professionals engaged in such activities. This spending depends on various factors, including, but not limited to, macroeconomic and geopolitical conditions. Accordingly, the effect of significant macroeconomic and geopolitical downturns, including falling demand for a variety of goods and services, inflation (including wage inflation), labor market constraints, higherfluctuating or uncertain interest rates, liquidity constraints, volatility in credit, equity, and foreign exchange markets, bankruptcies, global pandemics, wars, trade tensions, and catastrophic events, could impact the demand for and use of our products. Market volatility, decreased consumer confidence, and diminished growth expectations in both the U.S. and global economy as a result of the foregoing events, or other unforeseen events, may affect the rate of information technology (“IT”) spending and adversely affect our current and potential customers’ ability or willingness to renew or expand subscriptions or purchase our services, delay prospective customers’ purchasing decisions and thereby elongate our sales cycles, reduce the value or duration of their subscription contracts, or affect attrition rates, all of which could adversely affect our future sales and operating results. Weaker economic conditions can result in customers seeking to utilize free or lower-cost information or services that are available from alternative sources. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, elongated sales cycles resulting in delays and increased sales costs, or non-renewal at the end of a contract term.

In addition, as part of our growth strategy, we arewill seekingcontinue to expandfocus on expanding our enterprise customer base, which presents additional risks and challenges, including, but not limited to, longer and more complex average sales cycles and significant investments in sales talent, product capabilities, and operational infrastructure. Further, if the overall demand for and use of technology and information for sales, marketing, and recruiting professionals declines, or if there is a general decline of macroeconomic conditions, our revenue and cash flows may decline or grow less quickly than anticipated, which could have a material adverse effect on our business, financial condition, and results of operations.

Numerous factors may impede our ability to add new customers, renew and grow existing customer subscriptions, and collect revenue from our customers, including, but not limited to, our ability to continually enhance and improve our platform and the features, integrations, and capabilities we offer, and to introduce compelling new features, integrations, and capabilities to our products and services; our customers’ creditworthiness and our ability to timely manage the collection of accounts receivable; our ability to maintain our strong brand recognition and reputation as a leader in modern go-to-market software, data, and intelligence; our failure to attract and effectively train new sales and marketing personnel despite increasing our sales efforts; our failure to retain and motivate our current sales and marketing personnel; our ability to develop or expand relationships with partners; our failure to provide quality customer experience, including our ability to provide effective training and educational support to enable our customers to maximize the utility of our platform; customer consolidation or decreases in the number of users at the organization; our pricing or pricing structure; the pricing or capabilities of the products and services offered by our competitors; failure to diversify our customer base across industries, geographies and among enterprise, mid-market, and small business customers; failure to expand our sales and operations outside the United States, or if we experience challenges expanding or operating internationally; or our ability to ensure the effectiveness of our go-to-market programs. Additionally, during the second quarter ofin 2024, we deployed a new business risk model to flag and require upfront pre-payment from prospects at the greatest risk of non-payment. While this model is intended to mitigate the risk of non-payment and reduce future write-offs, it could limit our total addressable market by excluding potential customers. If our model inaccurately assesses risk or fails to properly balance risk mitigation with growth opportunities, our financial performance and competitive position may be adversely affected. Additionally, increasingas ourwe salesstrive to largecontinue organizationsto (expand both our existing and prospective customers)enterprise customer base across various industriesindustries, requiressuch efforts require increasingly sophisticated and costly sales and account management efforts targeted at senior management and other personnel. Further, sales to largeenterprise organizationscustomers often require longer sales cycles. If our efforts to sell to organizations are not successful, do not generate additional revenue, or require longer periods to realize revenue, then our business will suffer. If customers do not renew their subscriptions or renew on less favorable terms, including, but not limited to, price compressions, or fail to add more users, if we fail to expand subscriptions of existing customers, or if we fail to collect on our accounts receivable, our revenue and cash flows may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition.

If we are not able to obtain and maintain accurate, comprehensive, or reliable data, we could experience reduced demand for our products and servicesservices, andwhich would have ana material adverse effect on our business, results of operations, and financial condition.

Our success depends on our customers’ confidence in the depth, breadth, and accuracy of our data. The task of establishing and maintaining accurate data is challenging and expensive. The depth, breadth, and accuracy of our data differentiates us from our competitors. Our standard contract with customers includes a quality guarantee pursuant to which a customer would have the right to terminate its subscription and we could be obligated to reimburse certain payments if the accuracy of our data were to fall below a certain threshold. If our data, including the data we obtain from third parties and our data extraction, cleaning, and insights, areis not current, accurate, comprehensive, or reliable, or is otherwise actually, or perceived to be, of a lower standard than our competitors, it would increase the likelihood of negative customer experiences, which in turn would reduce the likelihood of customers renewing or upgrading their subscriptions and harm our reputation, making it more difficult to obtain new customers. In addition, if we are no longer able to maintain our high level of accuracy, we may face reimbursement or legal claims by our customers which could have an adverse effect on our business, results of operations, and financial condition.

We also have a number of sources contributing to the depth, breadth, and accuracy of the data on our platformplatform, including our contributory network. We provide a “freemium” product, ZoomInfo Lite, which provides users with a set amount of monthly credits to use to access our contact data and, if the user elects, they may also participate in our contributory network in order to receive additional monthly credits. Similarly, many of our paying customers participate in our contributory network to improve the quality of the data within their CRM and similar systems. ZoomInfo Lite users may cease to participate in our contributory network. Our paying customers, including those who have migrated from ZoomInfo Lite, may elect not to participate for various reasons, including their sensitivity to sharing information within our contributory network or their determination that the benefits from sharing do not outweigh the potential harm from sharing. If we are not able to attract new participants or maintain existing participants in our contributory network, our ability to effectively gather new data and update and maintain the accuracy of our database could be adversely affected. Additionally, state laws currently in effect and those coming into effect in 2025,2026, as well as other legal and regulatory changes are making, or will make, it easier for individuals to opt-out of having their personal data collected and processed. Although we already honor opt-out requests globally, such legal and regulatory changes could increase public awareness of this option, resulting in higher ratesopt-out ofrates. optingFurther, out.certain Third-partythird-party intermediaries have emerged,emerged andwith may continue to emerge,services that offer services enablingenable individuals to opt out of their personal data being collected at scale (i.e., from multiple platforms, including ours). Consequently, our ability to grow our business may be harmed and our results of operations and financial condition could suffer.

Other technology companies, including various small and medium-sized businesses who focus on B2B sales and marketing intelligence, have become, and larger and better-funded companies with significant resources may shift their existing business models to become, more competitive with us.

CompaniesTechnology companies, including those that operate in related industries, such as CRM, business software, or advertising, including Salesforce, Oracle, Google, or Microsoft/LinkedIn, may choose to compete with us in the B2B sales and marketing intelligence spacespace, and in such an event, would immediately have access to greater resources and benefit from greater brand recognition. We cannot anticipate how rapidly such a potential competitor could create products or services that would take significant market share from us or even surpass our products or services in quality. If a large, well-funded competitor entered our space, it could reduce the demand for our products and services and reduce the amount we could demand for subscription renewals or upgrades from existing customers, and the amount we could demand from new subscribers to our products and services, reducing our revenue and profitability.

In addition, many of our potential competitors, particularly those with greater financial and operating resources, including larger sales and marketing budgets and resources,budgets, as well as small and medium-sized businesses who focus on B2B sales and marketing intelligence, may have the ability to respond more quickly and effectively than we can to new or changing opportunities, technologies, such as AI and ML, standards or customer requirements. Many of our potential competitors may have established relationships with independent software vendors, partners, and customers, greater customer experience resources, greater resources to make acquisitions, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical, and other resources. New competitors, mergers and acquisitions in the technology industry, or alliances among competitors may emerge and rapidly acquire significant market share due to these or other factors. Companies resulting from these possible consolidations may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively. As a result, even if our products and services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of our services.

We experience competition from other companies and technologies that allow companiesbusinesses to gather and aggregate sales, marketing, recruiting, and other data, and we may in the future face competition from prominent large-language-model (LLM) providers and generative AI companies, and any of their competing products and services could provide greater appeal to our customers.

The market for sales, marketing, and recruiting technology and data requires continuous innovation. ItOur industry is highly competitive, rapidly evolving, and fragmented. There are low barriers to entry, shifting customer needs and strategies, and frequent introductions of new technologies and of new products and services. Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing solutions, and therefore may be reluctant or unwilling to migrate from their current solution to ours. Many prospective customers may not appreciate differences in quality between our products and services and those of lower-priced competitors, and many prospects and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew their subscriptions. New technologies and products may be or become better or more attractive to current or prospective customers than our products and services in one or more ways. Many current or prospective customers may find competing products or services more attractive, and many may choose or switch to competing products even if we do our best to innovate and provide superior products and services.

•when used in conjunction with the foregoing or when additionally providing third-party sales and marketing data,data (i)providers, including platforms that offer integration with predictive analytics and customer data platform technologies or (ii) sales and marketing vendors, which may specialize in appointment setting, online ad targeting, email marketing, or other outsource go-to-market functions;

•other vendors of sales automation, conversation or other artificial intelligence, and chat software;

•other providers of third-party company attributes, technology attributes, and business contact information;

•other providers of online content consumption data for predictive sales and marketing analytics; and

These risks could be exacerbated by weak macroeconomic and uncertain geopolitical conditions (including due to global pandemics or such as those related to the Russia-Ukraine war, and the conflict between Israel and Hamas, including after giving effect to the proposed JanuaryOctober 2025 armisticeGaza andPeace any uncertainties that may arise during any stage of the three-phase cease-fire proposal,Plan, as well as related and other conflicts due to rising tensions in the Middle East and South America, including with respect to Iran, and U.S. relations with members of the European Union and Venezuela) and lower customer spending on sales and marketing. Weakened macroeconomic and uncertain geopolitical conditions could also disproportionately increase the likelihood that any given current or prospective customer would choose a lower-price alternative even if our products or services are superior. Some current and potential customers, particularly large organizations, have elected in the past, and may elect in the future, to rely on internal and homegrown databases, develop, or acquire their own software, programs, tools, and internal data quality teams that would reduce or eliminate the demand for our products and services.

Our business is, and the markets in which we compete are, rapidly evolving, including with respect to AI and AI-enabled products, which make it difficult to forecast demand for our services.services and achieve an optimal resource allocation strategy, as we may not be able to effectively monetize our AI investments.

The markets in which we compete are rapidly evolving, accordingly our future financial performance will depend in large part on the allocation of spending in traditional software as a service (“SaaS”) products and our ability to adapt to new market demands. In recent years,years and continuing through today, an increasing number of customers have been allocating their spending toward AI, ML, and generative AI capabilities. The SaaS market for artificial intelligence, machine learning, and generative AI workloads is expected to be an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to adapt to, and capture new spending, in this market. However, our estimates of the market opportunity, including our forecast of the demand for our products and our ability to capture new spending, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In addition, if the markets in which we compete experience a shift in customer demand, or if customers in these markets focus their new spending on, or shift their existing spending to, public cloud solutions or other solutions that do not interoperate with our solutions more quickly or more extensively than expected, our solutions may not compete as effectively, if at all.

Our increasing reliance onon, and continued capital investments in, AI and ML technologies exposes us to additional risks and uncertainties. The development and deployment of AI capabilities, including our CopilotCopilot, productGTM Workspace and GTM Studio products, as well as other AI-enabled features, involves complex technical challenges and substantial infrastructure investments. If our AI models produce inaccurate, biased, or unreliable outputs, or if we fail to properly train or maintain these models, it could harm our reputation and customer relationships. Additionally, the costs of AI infrastructure, including computing resources and specialized talent, may increase more rapidly than anticipated, potentially affecting our margins and profitability. While we aim to maintain leadership in AI-driven go-to-market solutions, the AI technology landscape is rapidly evolving and highly competitive, with both established companies and new entrants making significant investments in competing technologies.

IfTherefore, if we are unable to meet the demands of a rapidly evolving market, including as it relates to our AI capabilities, or if our estimates of the market opportunity, including our forecast of the demand for our products provesprove to be incorrect, or if our workforce is unable to achieve the expected gains in productivity or innovation, our revenue and cash flows may decline or grow less quickly than anticipated, and we may not be able to achieve a return on our investment in our AI and AI-enabled solutions, which could have a material adverse effect on our business, financial condition, and results of operations.

Third-party systems are constantly evolving, and it is difficult to predict with certainty the challenges that we may encounter in developing our platform for use in conjunction with such third-party systems, including as it relates to any deficiencies caused by, or originated from, such third-party systems. We may not be able to modify our integrations to assure compatibility with the systems of other third parties following any of their changes to their systems. Some operators of CRM and similar systems may cease to permit our access to, or the integration of our platform towith, their systems. For example, if Salesforce were to refuse to permit our integration to access its APIs, this integration would not function, and our customers’ experience would be hampered. Accordingly, this could leave our customers without a convenient way to integrate our products and services with the CRM.

Our business could be negatively affected by changes in search engine algorithmsalgorithms, including search engine optimization (SEO), artificial intelligence optimization (AIO), and dynamics or other traffic-generating arrangements.arrangements and dynamics.

We relyhistorically relied heavily on internet search engines, such as Google, including through the purchase of SEO tools that leverage sales and marketing-related keywords and the indexing of our public-facing directory pages and other web pages, to generate a significant portion of the traffic to our website. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, and our competitors may implement certain search engine optimization efforts, such that the purchased or algorithmic placement of links to our website can be negatively affected. In addition, a significant amount of traffic is directed to our website through participation in pay-per-click and display advertising campaigns on search engines, including Google. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, which could cause a website to place lower in search query results or inhibit participation in the search query results. If a major search engine changes its algorithms or results in a manner that negatively affects the search engine ranking, paid or unpaid, of our website, or if competitive dynamics impact the costs or effectiveness of search engine optimization, search engine marketing or other traffic-generating arrangements in a negative manner, our business and financial performance would be adversely affected.

If the information we rely upon to run our businessesbusiness were to beis found to be inaccurate or unreliable, if we fail to maintain or protect our IT systems and data integrity effectively, if we fail to develop and implement new or upgraded systems to meet our business needs in a timely manner, or if we fail to anticipate, plan for or manage significant disruptions to these systems, our competitive position could be harmed, we could have operational disruptions, we could lose existing customers, have difficulty preventing, detecting, and controlling fraud, have disputes with customers, have regulatory sanctions or penalties imposed or other legal problems, incur increased operating and administrative expenses, lose revenues as a result of a data privacy breach or theft of intellectual property or suffer other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition or cash flows.

ESG mattersSustainability and related reporting obligations, expose us to risks that could adversely affect our reputation and performance.

U.S. and international regulators, investors and other stakeholders are increasingly focused on ESGsustainability matters. We have established and publicly announced certain ESGsustainability goals. Our ability to achieve any ESGsustainability objective is subject to numerous risks, many of which are outside of our control. Examples of those risks include our ability to accurately track Scope 1, 2 and 3 greenhouse gas emissions, the evolving regulatory requirements affecting ESGenvironmental and sustainability standards or disclosures and our ability to recruit, develop and retain diverse talent in our workforce. These statements reflect current plans and aspirations and are not guarantees that the Company will be able to achieve them. The failure to accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect our reputation, financial performance, and growth, and expose the Company to increased scrutiny from the investment community and enforcement authorities.

The business contact information and other data we collect and process are an integral part of our products and services. Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data. Our products and services rely heavily on the collection and use of information to provide effective insights to our customers and users. In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including the enactment of the GDPR, the United Kingdom’s transposition of GDPR into its domestic laws following Brexit in January 2021, India’s Digital Personal Data Protection Act passed in August 2023, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and similar comprehensive privacy laws adopted in eighteena growing number of other states (approximately twenty as of January 2026). For example, as a result of such initiatives aimed at data protection and data privacy, California established the Delete Request and Opt-out Platform (DROP) following the state’s enactment of the Delete Act SB 362, which launched on January 1, 2026, allowing consumers to submit a single deletion request to all registered data brokers, and other states, including Colorado,New Connecticut,Hampshire, Virginia,have andalready Utah.or are likely to adopt similar programs. Meanwhile, around the world there are ongoing discussions about how best to revise and modernize existing laws in jurisdictions such as Canada and Australia. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of our customers. These laws are not always uniform in the way they define and treat certain data types, including business-to-business data, biometric datadata, or so called “sensitive” data, and we must often update our consumer notices and adapt our compliance programs to account for the differences between applicable laws. These laws can impose restrictions on our ability to gather personal data and provide such personal data to our customers, provide individuals with additional rights around their personal data, and place downstream obligations on our customers relating to their use of the information we provide.

Domestically, as members of the Republican Party now control both the White House and Congress, the national landscape has shifted. It is unclear ifwhether members of Congress will have enough votes to pass a Federal privacy law and while AI remains topa major topic of discussion in Congress, members of the Republican Party and the White House have indicated a pivot from comprehensive regulations in favor of lessfewer restrictions. Additionally,In particular, on December 11, 2025, the Administration signed Executive Order 14365, “Ensuring a National Policy Framework for Artificial Intelligence”, that seeks to limit the ability of states to regulate AI under their existing legal frameworks, and to deter them from passing new AI laws. Pursuant to the Executive Order, the Administration has stated that it will seek to establish an AI Litigation Task Force which will be responsible for challenging any state-level AI laws inconsistent with the policy set forth in Executive Order. Nevertheless, at Federal agencies including the FTC,agencies, it isremains unclear as to what the current Administration’s enforcement priorities will be and how the push to move away from additional regulations will be reflected at each relevant agency.agency, Thisincluding likelythe meansextent to which agencies emphasize established statutory authorities (e.g., children’s privacy and data security) versus broader theories. As a result, certain states will continue to pursue both AI and privacy legislation. NineteenAs of December 31, 2025, twenty states nowhave haveimplemented comprehensive privacy laws, and recently, dozens of additional states have pending legislation for both AI and privacy.

These complex laws may be implemented, interpreted, or enforced in a non-uniformnon-uniform, inconsistent, or inconsistenta rapidly evolving way across jurisdictions and we may not be aware of every development that impacts our business.business in a timely manner. These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements. It may also increase our potential liability as a result of higher potential penalties for noncompliance.

These and other legal requirements could reduce our ability to gather personal data used in our products and services. They could reduce demand for our services, require us to take on more onerous obligations in our contracts, require us to add new provisions in our customer contracts related to the processing of personal information, and restrict our ability to store, transfer and process personal data. In some cases, it may impact our ability or our customers’ ability to offer our services in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from data globally. One area of particular risk remains data transfers between the United States and the European Union. On July 10, 2023, the European Commission adopted its adequacy decision for the EU-US DPF, 18 months after its predecessor, the EU-US Privacy Shield, was invalidated. While this does, for the time,time being, assert that entities operating in the United States who have certified to the DPF ensure an adequate level of protection for transferring personal data from the European Union to the United States, futurethe challengesDPF seemhas imminent.already been tested in court and remains subject to ongoing legal and regulatory scrutiny. On September 3, 2025, the EU General Court dismissed an action seeking to annul the adequacy decision (Latombe v. Commission), and an appeal to the Court of Justice of the European Union has been reported, creating continued uncertainty. The privacy advocacy organization NOYB, which previously challenged and facilitated the demise of both the Safe Harbor (Schrems I) and Privacy Shield (Schrems II) has already criticized the DPF for not doing enough to provide non-US citizens with reasonable privacy protections afforded to US citizens.citizens, and has publicly indicated its intent to pursue further challenges to the DPF. The NOYB has more recently called the validity of the DPF into question in light of changes the White House is making to the members of the U.S. Privacy and Civil Liberties Oversight Board, which is tasked with overseeing U.S. surveillance practices and addressing complaints from EU citizens under the DPF. ZoomInfo is certified under the DPF, buthowever, it still utilizes Standard Contractual Clauses as its cross-border transfer mechanism due to the uncertain future of the DPF.DPF and the possibility that the DPF could be modified, suspended, or invalidated by regulators or courts. In the event that any court blocks personal data transfers to or from a particular jurisdiction on the basis that certain or all such transfer mechanisms are not legally adequate, this could give rise to operational interruption in the performance of services for customers and internal processing of employee information, greater costs to implement alternative data transfer mechanisms that are still permitted, regulatory liabilities, or reputational harm.

The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our products and services. ItFor example, on January 13, 2026, the Commonwealth of Virginia introduced VA HB638, a bill that seeks to regulate data brokers by the end of the second quarter of 2027, requiring companies to provide, among other things, detailed information relating to their data collection practices, as well as mandating a $100,000 registration fee. Compliance requirements and their associated costs could negatively impact the use or adoption of our products and services or products and services similar to ours,ours; reduce overall demand for our products and services, or products and services similar to ours,ours; make it more difficult for us or competitive solutions to meet expectations from or commitments to customers and users,users; lead to significant fines, penalties, or liabilities for noncompliance,noncompliance; impact our reputation,reputation; or slow the pace at which we close sales transactions, any of which could harm our business.

New laws and regulations in the area of AI may also impact our business. For example, the European Union’s Artificial Intelligence Act (“AI Act”), which achievedwent ainto consensus between the European Parliament and Councileffect on DecemberAugust 9,1, 2023,2024 introduces(with phased application dates beginning in 2025), introduced a regulatory landscape that businesses will need to navigate with caution. The AI Act's stringent measures against certain AI applications may impact businesses in our sector. Such measures include prohibitions on AI technologies that utilize sensitive personal attributes for biometric categorization, restrictions on indiscriminate collection of facial images for recognition databases, and limitations on emotion recognition systems that could be employed in consumer analysis or employee monitoring. Businesses must also be aware of the comprehensive transparency requirements mandated for general-purpose AI systems. This entails maintaining detailed technical documentation and ensuring compliance with EU copyright laws, with even more rigorous standards for high-impact general AI models.models, including provider transparency and copyright-related obligations (which begin to apply in 2025), as well as even more rigorous standards for general-purpose AI models with systemic risk. These models require exhaustive evaluations, risk assessments related to systemic impacts, adversarial testing, and reporting on aspects like energy efficiency, indicating a significant compliance burden for businesses. The scale of penalties for non-compliance range up to €35 million or 7% of global turnover, underscoring the importance of adherence to the new regulations where applicable. The AI Act demands a proactive approach to regulatory compliance, risk management, and an investment in infrastructure to align with the EU’s vision of a safe and ethical AI environment.

AI technologies may use algorithms, datasets, or training methodologies that may be flawed or contain deficiencies that may be difficult to detect during testing. AI technologies, including generative AI, may create content that appears correct but is factually inaccurate, flawed or biased. Use of such content may be to the detriment of the user, or it may lead to discriminatory or other adverse outcomes, which may expose us to brand or reputational harm, competitive harm, and/or legal liability.liability (including regulatory investigations, enforcement actions, or private claims). The use of AI technologies presents emerging ethical and social issues (including concerns regarding transparency, explainability, accountability, and intellectual property) that may result in brand or reputational harm, competitive harm, and/or legal liability.

Because our data includes the direct contact information for millions of individuals and businesses, our platform and data could be misused by customers, or by parties who have obtained access to our data without authorization, to contact individuals for purposes that we would not permit, including uses unrelated to B2B communication or recruiting, such as to harass or annoy individuals or to perpetrate scams. Our customers could use our products or services for purposes beyond the scope of their contractual terms or applicable laws or regulations. Our customers’ or third parties’ misuse of our data,data in any manner that is inconsistent with its permitted use, could result in reputational damage, adversely affect our ability to attract new customers and cause existing customers to reduce or discontinue the use of our platform, any of which could harm our business and operating results.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated and have increased in scope and frequency. Our products and services, as well as our servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks and threats or other events that could disrupt our IT systems and/or subject us to liabilityliability, such as manmade or natural disasters (including those as a result of climate change) or software vulnerabilities. In addition, many of our employees work remotely, which increases our cyber security risk, creates data accessibility concerns, and makes us more susceptible to security breaches or business disruptions.disruptions (including through compromised credentials or the use of unmanaged or personal devices and networks).

Our business, brand, reputation, and ability to attract and retain users and customers depend upon the satisfactory performance, reliability, and availability of our websites, which in turn depend upon the availability of the internet and our service providers. Interruptions and slowdown in these systems, whether due to system failures, computer viruses, software errors, physical or electronic break-ins, or malicious hacks or attacks on our systems (such as denial of service attacks), could affect the security and availability of our services on our mobile applications and our websites and prevent or inhibit the ability of users to access our products or services. In addition, the software, internal applications, and systems underlying our products and services are complex and may not be error-free. We may encounter technical problems when we attempt to enhance our software, internal applications, and systems. Any inefficiencies, errors, or technical problems with our software, internal applications, and systems could reduce the quality of our products and services or interfere with our customers’ use of our products and services, which could reduce demand, lower our revenues, and increase our costs.

We may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. Our existing senior secured credit facilities restrict our ability to, and the terms on which we may, incur additional indebtedness, and our ability to, and the terms on which we may, make certain restricted payments, including investments. See “We have a substantial amount of debt, which could adversely affect our financial positioncondition and our ability to raise additional capital and prevent us from fulfilling our obligations” below. The terms of any additional debt financing may be similar or more restrictive.

Our Consolidated Balance Sheets reflect significant amounts of goodwill and intangible assets. In accordance with U.S. GAAP, goodwill and intangible assets with an indefinite life are not amortized but are subject to a periodic impairment evaluation. Goodwill and acquired intangible assets with an indefinite life are tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below their carrying value.value, including for example, as a result of sustained periods of declines in our stock price and market capitalization. Acquired intangible assets with definite lives are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. In addition, we review long-lived assets, including operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset or group of assets. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depend in part on how well we have integrated these businesses into our own business. Judgments made by management relate to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows of the carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors, including significant:

We have a substantial amount of debt, which could adversely affect our financial positioncondition and our ability to raise additional capital and prevent us from fulfilling our obligations.

Because a substantial portion of our debt is variable-rate debt, fluctuations in interest rates could have a material effect on our business. During 2022 and 2023, the United States Federal Reserve raised interest rates significantly, and has maintained such increased interest rates generally through the thirdfourth quarter of 2024,2025, as compared to pre-2022 levels, in an attempt to combat historically high inflation. While the U.S. Federal Reserve has started to, and signaled its intention to continue to, lower interest rates, macroeconomic circumstances may change, resulting in delays or reversal of such actions, including by central banks around the world, which may result in a prolonged high-interest rate environment. As a result, we may incur higher interest costs if interest rates were to increase again in the future or if high interest rates continue to be maintained. We currently utilize, and may in the future utilize, derivative financial instruments such as interest rate swaps to hedge some of our exposure to interest rate fluctuations, but such instruments may not be effective in reducing our exposure to interest fluctuations, and we may discontinue utilizing them at any time. Further, there can be no assurance that the United States Federal Reserve will not raise rates in the future, and any such increase in interest costs could have a material adverse impacteffect on our financial condition and the levels of cash we maintain for working capital.

As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, or challenges to our tax positions by tax authorities, any of which could have a material adverse effect on our liquidity, financial condition or operating results. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, or assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable nexus, often referred to as a “permanent establishment” under international tax treaties, any of which could have a material adverse impacteffect on our business, financial condition or cash flows.

Global tax developments applicable to multinational businesses may have an adverse impacteffect to our business, including certain approaches in addressing taxation of the digital economy. Rules proposed or enacted by the Organisation for Economic Co-operation and Development (“OECD”), the European Commission or tax authorities in the jurisdictions in which we operate or may operate in the future could have a material adverse impacteffect to our profitability, cash flows, or results of operations. The OECD in particular has proposed significant changes to the international tax law framework in the form of the Pillar Two model rules which seek to implement a global minimum tax of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar Two. The potential effects of Pillar Two may vary depending on the specific provisions and rules implemented by each country that adopts it.

We are also subject to tax examinations in multiple jurisdictions. While we regularly evaluate new information that may change our judgment resulting in recognition, derecognition, or changes in measurement of a tax position taken, there can be no assurance that the final determination of any examinations will not have an adverse effect on our operating results and financial position.condition. As our brand becomes increasingly recognizable both domestically and internationally, our tax planning structure and corresponding profile may be subject to increased scrutiny and if we are perceived negatively, we may experience brand or reputational harm.

We are subject to income taxes in the United States and various other jurisdictions. Our income tax obligations are generally determined based on our business operations in each jurisdiction. Significant judgment is often required in the determination of our worldwide provision for income taxes. Our effective tax rate could be impacted by changes in our earnings and losses in countries with differing statutory tax rates, changes in non-deductible expenses, changes in excess tax benefits of stock-based compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, effects from acquisitions, changes in accounting principles, and tax laws in jurisdictions where we operate. Any changes, ambiguity, or uncertainty in taxing jurisdictions' administrative interpretations, decisions, policies, and positions could also materially impact our income tax liabilities and effective tax rate.

Furthermore, as our employees continue to work remotely from geographic locations across the United States and internationally, we may become subject to additional taxes and our compliance burdens with respect to the tax laws of additional jurisdictions may increase. Any of the foregoing tax related impacts could have a material adverse effect on our results of operations, cash flows and financial condition.

State, local, and non-U.S. jurisdictions have differing rules and regulations governing sales and use, value added, digital service and other taxes. The rules regarding tax nexus are complex and related regulations are subject to varying interpretations that may change over time. The application of the rules and regulations to products and services provided electronically is evolving and uncertain. We collect and remit U.S. sales tax, value-added tax (“VAT”), and goods and services tax (“GST”) in a number of jurisdictions. It is possible that we could face sales tax, VAT, or other tax audits and that our liability for these taxes could exceed our estimates if tax authorities assert that we are obligated to collect additional tax amounts from our customers and remit those taxes to the government. We could also be subject to audits in states and international jurisdictions for which we have not accrued tax liabilities. A successful assertion that we should be collecting additional sales or other taxes on our services in jurisdictions where we have not historically done so and do not accrue for sales taxes could result in material tax liabilities for past sales, as well as the imposition of interest and penalties. This could have the effect of discouraging organizations from subscribing to our products and services, or otherwise harm our business, results of operations, and financial condition. Any successful action by state, foreign, or other authorities to compel us to collect and remit sales tax, VAT, or other taxes, either retroactively, prospectively, or both, could have a material adverse impacteffect on our results of operations, cash flows and financial condition.

•competition from local incumbents that have a better understandunderstanding of the local market, customs, and cultureculture, which may allow them to market and operate more effectively, andresulting may enjoyin greater local affinity or awareness;

Global economic uncertainty and catastrophic events, including global pandemics, continued hostilities between Russia and Ukraine, and Israel and Hamas, as well as other geopolitical conflicts, have and may disrupt our business and adversely impact our business and future results of operations and financial condition.

RecentMacroeconomic events, including significant global inflation, bank failures and other liquidity events affecting financial institutions, supply chain disruption, the Russia-Ukraine war, the conflict between Israel and Hamas, including after giving effect to the proposed JanuaryOctober 2025 armisticeGaza andPeace any uncertainties that may arise during any stage of the three-phase cease-fire proposal,Plan, as well as related and other conflicts due to rising tensions in the Middle East, including with respect to Iran, and U.S. relations with members of the European Union, have adversely impacted and may continue to adversely impact global financial markets, economies, and business practices. These types of unpredictable events have adversely affected and could adversely affect our business and future results of operations, our ability to access funds from financial institutions and capital markets, and our financial condition due to cancellations and reductions in spend from customers in impacted industries, increases in our costs, or other disruption to our business. We experienced and may continue to experience longer sales cycles and more intense scrutiny, particularly for larger purchases and upgrades as customers and prospects re-assess their growth trajectory in light of the changing economic environment.

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 Annual Report on 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 Annual Report on Form 10-K.

Numerical figures included in this Annual Report on 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.

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.

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. OverAbout 49%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 oureach contracts.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.

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, onas of December 31, 20242025 are software, which comprised 32% of ACV (compared to 33%32% a year prior), non-IT business services, which comprised 20%18% of ACV (compared to 18%20% a year prior), IT business services, which comprised 8% of ACV (compared to 10%8% a year prior), financial, insurance & real estate, which comprised 8%9% of ACV (compared to 8% a year prior), and manufacturing, which comprised 6%7% of ACV (compared to 5%6% a year prior).

For the year ended December 31, 2024,2025, 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%, 13%,12%, and 12%13% of total revenue for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. As of December 31, 2025 and 2024, 1,867our number of customers contractedwith for more thanover $100,000 in ACV forwas ZoomInfo1,921 services.and 1,867, respectively.

We generated revenue of $1,214.3$1,249.5 million for the year ended December 31, 2024,2025, as compared to revenue for the year ended December 31, 20232024 of $1,239.5$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, as compared to2024. GAAP operating income frommargin operationswas of $259.5 million18% for the year ended December 31, 2023.2025, GAAPas operatingcompared income margin wasto 8% for the year ended December 31, 2024, as compared to 21% in 2023.2024. GAAP net income for the year ended December 31, 20242025 was $29.1$124.2 million, as compared to GAAP net income of $107.3$29.1 million for the year ended December 31, 2023.2024. 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.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, 2024,2024. Our Non-GAAP Adjusted Operating Income Margin was 36% for the year ended December 31, 2025, as compared to $498.635% in 2024. Non-GAAP Adjusted Net Income was $369.2 million for the year ended December 31, 2023. Our Adjusted Operating Income Margin was 35% for the year ended December 31, 2024,2025, as compared to 40% in 2023. Adjusted net income was $363.8 million for the year ended December 31, 2024, as compared to $413.1 million for the year ended December 31, 2023. See “Non-GAAP Financial Measures” below for definitions.2024.

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

Waltham Lease RestructuringsRestructuring

In February 2025, our board of directors authorized an additional $500.0 million in repurchases under the Share Repurchase Program. See Note 1110 - Stockholders' Equity of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

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, 2024,2025, 20232024 and 2022,2023, we had over 35,000,35,000 35,000, and 30,000 customers, respectively.customers. We define a customer as a company that maintains one or more active paid subscriptions to 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 annualrevenue retention rate was 87%90% and 87% as of December 31, 20242025 and 2023,2024, 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 more$100,000 thanor $100,000greater in ACV. As of December 31, 2024,2025, 20232024 and 2022,2023, our customers with over$100,000 $100,000or greater in ACV was 1,921, 1,867, and 1,820, andrespectively. 1,926,Customers respectively.with $100,000 or greater in ACV comprised over 50% of total Company ACV as of December 31, 2025.

During the second quarter of 2024, we deployed a new business risk model to flag and require upfront pre-paymentprepayment from prospects at the greatest risk of non-payment. This process was incorporatedimplemented 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.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.

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.

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, and amortization of internally developed capitalized software.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 remainslightly consistentincrease orin modestlythe increase.near term. This is driven by rising AI consumption costs and customer onboarding expenses for offerings such as we migrate existing customers toZoomInfo Copilot and acquireZoomInfo andGTM onboard new Copilot customers.Studio.

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 acquisition activity,acquisitions, strategic restructuring activities,efforts, and the commencement of new leases. Specifically, as new leases commence, we may face increased impairment expenses forleased spaces that we do not intend to occupy and/or that we plan to sublease, which could cause these costs to vary, potentially significantly, from our historic levels. Refer to Note 13 - Leases of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

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 marketingrestructuring programs.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 growing investments in sales and marketing capacity excluding equity-based compensation,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 technology.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 will modestly increase in the short-term,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 1312 - 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.

Other loss (income), loss, net

Other loss (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 the corporate income tax rates or the Company’s state tax footprint could lead to substantial remeasurement of the TRA liability recorded through Other loss (income), loss, net. Additionally, the magnitude of Other loss (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.information regarding remeasurement of TRA liability and deferred tax assets.

Provision (Benefit) for income taxes

The Company recognizesis 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 the recoverability of these futuredeferred deductibletax temporary differences, net operating losses and creditsassets by assessing the carryforward period and adequacy of future expected taxable income from all sources, including reversing taxable temporary differences, future growth,forecasted and forecasted earnings, as well as historical earnings, taxable income in prior years, whetheravailable carryback isand permittedcarryforward under the law,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.

TheWe valueregularly ofremeasure our deferred tax assets are regularly remeasured to consider the impact offor 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 income apportionment factors. Given the amountmagnitude of our deferred tax assets, minor changes can materially affect our Provision for income taxes. A significant portion of our deferred tax assets are associated with our TRA, and uponUpon a remeasurement of our deferred tax assets, the TRA liability is typically concurrently remeasured with a partially offsetting impact within Other loss (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 the ordinary course of 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 the 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 and operating results.rate.

(1)IncludesAmounts include equity-based compensation expenseexpense, as follows:

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, a decrease of $25.2 million, or 2%, as compared to $1,239.5 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to elevatedthe write-offeffects levels resulting fromof 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, an increase of $11.3 million, or 6%, as compared to $178.5 million for the year ended December 31, 2023.2024. 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, an increase of $16.5 million, or 10%, as compared to $162.8 million for the year end December 31, 2023.2024. The increase was primarily due to chargeshosting incurredand relatedinfrastructure toexpense lease restructuring activities,and depreciation expense on internally developed capitalized software, andpartially hostingoffset fees.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%. Gross profit for the year ended December 31, 2023 was $1,061.0 million and represented a gross margin of 86%. The decreaseincrease in gross profit in the year ended December 31, 20242025 relative to the year ended December 31, 20232024 was aan decreaseincrease of $36.5$25.4 million, or 3%.2%. The increase in gross profit and gross margin decline in the year ended December 31, 20242025 was primarily due to lowerincreased revenues, as described above, and decreased charges incurred related to lease restructuring activities, increasedpartially amortizationoffset by the increase of hosting and infrastructure expense and depreciation expense on internally developed capitalized software, and hosting fees.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, 2024,2024. anExcluding increaseequity-based ofcompensation $125.6expense, million,operating orexpenses 16%,were as compared to $801.5$719.1 million for the year ended December 31, 2023.2025, Excludinga equity-baseddecrease compensationof expense,$80.5 operatingmillion, expensesor were10%, as compared to $799.6 million for the year ended December 31, 2024, an increase of $150.0 million, or 23%, as compared to $649.6 million for the year ended December 31, 2023.2024.

•Sales and marketing for the year ended December 31, 20242025 was $414.1 million representing an increase of $5.6$414.6 million, orrelatively 1%,flat as compared to $408.5$414.1 million for the year ended December 31, 2023.2024. Sales and marketing, excluding equity-based compensation expense, for the year ended December 31, 20242025 was $363.8$372.6 million representing an increase of $26.6$8.8 million, or 8%,2%, as compared to $337.2$363.8 million for the year ended December 31, 20232024 primarily due to increased employee compensation expenses, technology expense, and payroll tax and benefit expense, partially offset by decreased charges incurred related to lease restructuring activities, and increased expenses relating to marketing, facilities, and employee-related benefits, offset by decreased compensation costs.activities.

•Research and development for the year ended December 31, 20242025 was $196.1$182.0 million representing ana increasedecrease of $4.6$14.1 million, or 2%,7%, as compared to $191.5$196.1 million for the year ended December 31, 2023.2024. Research and development, excluding equity-based compensation expense, for the year ended December 31, 20242025 was $155.6$148.8 million representing ana increasedecrease of $9.2$6.8 million, or 6%,4%, as compared to $146.4$155.6 million for the year ended December 31, 20232024 primarily due to decreases in both employee compensation expense and charges incurred related to lease restructuring activities, and increased employee-related benefits, offset by decreased compensation costs.activities.

•General and administrative for the year ended December 31, 20242025 was $295.3$206.7 million representing ana increasedecrease of $115.7$88.6 million, or 64%,30%, as compared to $179.6$295.3 million for the year ended December 31, 2023.2024. General and administrative, excluding equity-based compensation expense, for the year ended December 31, 20242025 was $258.6$176.8 million representing ana increasedecrease of $114.5$81.8 million, or 79%,32%, as compared to $144.1$258.6 million for the year ended December 31, 20232024 primarily due to leasedecreases impairmentin andcharges abandonmentrelated charges,to lease restructuring activities,activities and charges incurred related to the Class ActionsActions. (See Note 10 - Commitments and Contingencies of our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information), incrementalAdditionally, bad debt expense resultingwas fromlower year over year due to the changeprior inyear accountingimpact estimate,of andthe increasedrevision compensationto costs.reserves for uncollectible accounts receivable.

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, a decrease of $29.6 million, or 18%, as compared to $167.6 million for the year ended December 31, 2023,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, partially offset by decreased termination expense reversals.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, a decrease of $162.1 million, or 62%, as compared to $259.5 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to leasean impairmentincrease in revenue and abandonmentlower charges,operating expenses, primarily driven by decreases in charges related to lease restructuring activities, and costscharges incurred related to the Class Actions, as well as the changeprior inyear accounting estimateimpact of collectabilitythe ofrevision 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 as compared to 21% for the year ended December 31, 2023.2024.

NetInterest income.expense, Netnet. incomeInterest expense, net was $29.1$42.6 million for the year ended December 31, 2024,2025, aan decreaseincrease of $78.2$3.3 millionmillion, or 73%,8%, as compared to $107.3$39.3 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to leaseboth impairmentlower interest income and abandonmentincrease charges, lease restructuring activities, charges incurred related to the Class Actions, and impacts resultingexpense from revisingincremental ourborrowings, estimatespartially ofoffset collectabilityby oflower accountsinterest receivable.rates.

We are subject to various risks that could have a material adverse impact on our business, financial position, results of operations or cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed under “Risk Factors” in Part I, Item 1A of our 2025 Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial position, results of operations or cash flows. There have been no material changes to the risk factors included in our 2025 Form 10-K.10-K, except as noted below:

ZoomInfo is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, operations, and recruiting teams. Our all-in-one AI go-to-market intelligence platform empowers businesses with AI-ready insights, trusted data, AI 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.

•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 suitedbetter-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.length, Aboutwith 53% of customer contracts (based on annualized value) arerepresenting 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 areinclude ZoomInfo Copilot, ZoomInfo Sales, ZoomInfo Marketing, ZoomInfo Operations, and ZoomInfo Talent (with add-on options for some products), GTM Studio, and we have a free community edition, ZoomInfo Lite.

2026 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 161 - SubsequentBusiness, EventsBasis 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.

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%89% as of MarchJune 31,30, 2026 and 2025, respectively.2025. In the near term, we expect our net revenue 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 MarchJune 31,30, 2026 and 2025, our number of customers with $100,000 or greater in ACV was 1,9001,891 and 1,868,1,882, respectively. Customers with $100,000 or greater in ACV comprised over 50% of total Company ACV as of MarchJune 31,30, 2026.

WeOur deriverevenue is derived primarily all of our revenue from subscription servicesservices, andwith the remainder from recurring usage-based services and other revenue. Our subscription services primarily consist of our SaaS applications. Pricing of our subscription contracts areis 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.

Our operating expenses consist of sales and marketing, research and development, general and administrative, and amortization of other acquired intangibles.intangibles, and goodwill impairment. 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.

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. We also incur charges associated with litigation settlements.settlements related to class actions.

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

Other loss,income, 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 loss,income, net. Additionally, the magnitude of Other 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. Additionally, the magnitude of Other income, net may increase as we expand operations internationally and add complexity to our operations.

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. We regularly review whether it is more likely than not that our deferred tax assets will be realizable. As of MarchJune 31,30, 2026, a valuation allowance continues to beis recorded against certain federal, foreign, and state-level attributes.

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 loss,income, net on the Consolidated Statements of Operations.

The following table presents our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:

Three Monthsand Endedsix Marchmonths 31,ended June 30, 2026 and 2025

The increase was primarily due to the effects of the Company’s continued shift of the mix of business upmarket and the resulting improvement in net revenue retention.upmarket.

Cost of revenue, excluding equity-based compensation expenseexpense, increased primarily due to expense from the 2026 Restructuring Program, higher hosting and infrastructure expense and depreciation expense on internally developed capitalized software, partially offset by lower amortization of acquired technology due to certain intangible assets being fully amortized.

Gross profit was relatively flat due to,to the offsetting factors in revenues and cost of revenue as discussed above, higher revenues, mostly offset by higher cost of revenue.above. Gross margin decreased as cost of revenue grew faster than revenue on a percentage basis.

Sales and marketing, excluding equity-based compensationcompensation, remainedincreased relativelyprimarily flatdue as higher marketingto expense from the 2026 Restructuring Program, which was mostlypartially offset by lower payroll tax and benefit expense, employee compensation expense and facilities expense.

Research and development, excluding equity-based compensationcompensation, decreasedincreased primarily due to expense and other transition-related costs from the 2026 Restructuring Program, higher technology expense and capitalization of employee compensation expense and lower severance expense, partially offset by higherlower technologyemployee expensecompensation from subscriptions.expense.

General and administrative, excluding equity-based compensationcompensation, increased primarily due to higher litigation settlement expense related to class actions, lease and the related leasehold improvements impairment charges, and higher badnon-income debttax expense, partially offset by lower employee compensation expense.

Income (Loss) from operations

Income (Loss) from operations increasedchanged from income to loss primarily due to higherthe revenue,goodwill lowerimpairment employeecharge, compensation expenses, decreased equity-based compensationexpense and decreasedother amortizationtransition-related ofcosts acquiredfrom technology,the partially2026 offsetRestructuring byProgram, litigation expense related to class actions, lease and the related leasehold improvements impairment charges, higherpartially hostingoffset by lower employee compensation expenses and infrastructurehigher expense and technology expense.revenue. The improvementdecrease in operating income margin was mostly due to increasedthe operatinggoodwill leverage.impairment charge.

Net income (loss)

Net income increased(loss) decreased primarily due to higherthe incomegoodwill impairment charge and expense and other transition-related costs from operations,the 2026 Restructuring Program, partially offset by higher interest expense, netrevenue and lower provision for income taxes.

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.Income (Loss).

We define Adjusted Operating Income as income (loss) from operations adjusted for, as applicable, (i) amortization of acquired technology and other acquired intangibles, (ii) goodwill impairment, (iii) equity-based compensation expense, (iiiiv) restructuring and transaction-related expenses, (ivv) integration costs and acquisition-related expenses, and (vvi) litigation settlement. We exclude the impact of amortization of acquired technology and other acquired intangibles, goodwill impairment, as well as equity-based compensation expense, because these are non-cash expenses 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 operating 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 revenue.

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

(1)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 three and six months ended MarchJune 31,30, 2026, this expense is primarily related to the 2026 Restructuring Program as well as lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges,charges. Restructuring and transaction-related expenses related to the 2026 Restructuring Program include employee severance and termination benefits.benefits and other associated costs, as well as transition-related costs. For the three and six months ended MarchJune 31,30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. Amounts include restructuring and transaction-related expenses, as follows:

(2)Represents charges associated with legal settlementssettlements, and associated legal fees.fees, related to class actions.

We define Adjusted Net Income as net income (loss) adjusted for, as applicable, (i) lossgain on debt modification and extinguishment, (ii) amortization of acquired technology and other acquired intangibles, (iii) goodwill impairment, (iv) equity-based compensation expense, (ivv) restructuring and transaction-related expenses, (vvi) integration costs and acquisition-related expenses, (vivii) litigation settlement, (viiviii) TRA liability remeasurement (benefit) expense, (viiiix) other (income) loss, net and (ixx) 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 (loss) or net income (loss) as indicators of operating performance.

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

(1)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 three and six months ended MarchJune 31,30, 2026, this expense is primarily related to the 2026 Restructuring Program as well as lease restructuring activities, including right-of-use asset and the related leasehold improvements impairment charges,charges. Restructuring and transaction-related expenses related to the 2026 Restructuring Program include employee severance and termination benefits.benefits and other associated costs, as well as transition-related costs. For the three and six months ended MarchJune 31,30, 2025, this expense is primarily related to employee severance and termination benefits and lease restructuring activities. Amounts include restructuring and transaction-related expenses, as follows:

(2)Represents charges associated with legal settlementssettlements, and associated legal fees.fees, related to class actions.

(3)Represents tax expense associated with Net income (loss) (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, and 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.expenses. For the three and six months ended MarchJune 31,30, 2026, the tax impacts of adjustments to net income (loss) between GAAP and Non-GAAP are presented based on the specific rate reconciliation categories established under ASU 2023-09. For the three months ended MarchJune 31,30, 2026, these primarily relate to recognizing $15.9 million of tax benefit related to the amortization of costs associated with corporate structure simplification and adjusting out $2.0 million of tax expense from non-deductible stock-based compensation. For the three months ended March 31, 2025, these primarily relate to recognizing $13.6$14.7 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $3.0$9.7 million of tax expense from foreign tax effects, and adjusting out $3.2 million of tax expense from non-deductible stock-based compensation,compensation. andFor adjustingthe outthree $1.2months ended June 30, 2025, these primarily relate to recognizing $15.2 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $14.6 million of tax expense from the effects of changes in state tax law and apportionment.apportionment, and adjusting out $4.0 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2026, these primarily relate to recognizing $30.6 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $10.5 million of tax expense from foreign tax effects, and adjusting out $5.2 million of tax expense from non-deductible stock-based compensation. For the six months ended June 30, 2025, these primarily relate to recognizing $28.8 million of tax benefit related to the amortization of costs associated with corporate structure simplification, adjusting out $13.4 million of tax expense from the effects of changes in state tax law and apportionment, and adjusting out $7.0 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.

The increase was primarily due to higher Adjusted Operating Income, partially offset by higher non-operating expenses such as interest expense and foreign currency remeasurement.expense.

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, as applicable, other (income) expense, net, lossgain on debt modification and extinguishment, impact of certain non-cash items, such as goodwill impairment, 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 (loss) or net income (loss) as indicators of operating performance.

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