ZoomInfo Board Approves Elimination of Up-C Corporate Structure and Move to Single Class of Common Stock 1

Simplified Corporate Structure Reduces Compliance and Reporting Complexity;

Corporate Governance Enhancements Create Opportunity for Increased Index Inclusion

ZoomInfo, a global leader in go-to-market software, data, and intelligence, today announced that its board of directors has unanimously approved streamlining the Company’s corporate structure and governance by eliminating the Company’s UP-C structure. This approval comes after the majority of OpCo units, along with shares of Class B and Class C common stock, were converted to Class A common shares during the week ending September 3, 2021. As a result of this approval, the Company plans to pursue a reorganization of certain corporate entities, which will result in all shareholders holding the same class of common stock with the same economic and voting interests.

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“This is an exciting next step in our evolution as a public company,” said Henry Schuck, ZoomInfo Founder and CEO. “Since our successful IPO last year, ZoomInfo has established itself as a leading software company, consistently delivering a combination of growth and profitability. Just as removing complexity is good for our customers, it’s also good for our investors. With this move to simplify our corporate structure, we further reinforce our commitment to good corporate governance, eliminating multiple share classes, and giving all of our shareholders one vote per share.”

The Company believes that these changes will unlock shareholder value by expanding potential investor appeal through reduced complexity, and more investor friendly corporate governance. The restructuring is expected to enable the Company to become eligible for inclusion in relevant stock indices. Operationally, the Company expects the simplification to reduce compliance and reporting costs, and increase cash flow, as well as increase the flexibility with respect to future transactions and potential acquisitions. The Company expects to record net assets exceeding $800 million related to the conversion of OpCo units to Class A common stock, comprised of deferred tax assets partially offset by the corresponding Tax Receivables agreements (“TRA”) liabilities that will be realized over the next 15-20 years.

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The Company is targeting completing the conversion to a single class of common stock in the fourth quarter of 2021.

ZoomInfo has experienced rapid growth since its public listing in June 2020. In the second quarter of 2021, ZoomInfo announced revenue of $174 million, an increase of 57 percent year-over-year, and closed the quarter with a Company record of more than 1,100 customers with $100,000 or greater in annual contract value.

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