ZoomInfo Technologies Inc. filed a Form 8-K with the U.S. Securities and Exchange Commission on October 19, 2026, disclosing a memorandum of understanding for a proposed $44 million settlement in a putative securities class action. The agreement, executed on October 16, 2026, addresses claims brought by investors who purchased common stock between November 10, 2020, and August 5, 2024.
The original complaint, filed in the United States District Court for the Western District of Washington, alleged that ZoomInfo and certain current and former officers made false or misleading statements regarding the company's business, operations, and prospects. The plaintiffs specifically cited statements related to the effects of the COVID-19 pandemic on ZoomInfo's performance as violations of the Securities Exchange Act of 1934.
Under the terms of the proposed settlement, ZoomInfo will pay $44 million to the putative class in exchange for the dismissal of the lawsuit and a release of claims against the defendants. The filing notes that a portion of this payment is expected to be covered by remaining insurance funds. The agreement is subject to preliminary and final approval by the Washington District Court, along with other conditions. ZoomInfo stated that the proposed settlement does not constitute an admission of fault or wrongdoing. The company indicated that resolving the litigation at this stage is in the best interests of the firm and its stockholders due to the costs, uncertainty, and distraction associated with continued legal proceedings.
The proposed settlement will not resolve several other pending legal matters. These include related shareholder derivative lawsuits filed against current and former directors and officers in the Washington District Court and the Delaware Court of Chancery. Additionally, a direct action filed by investors who opted out of the class action remains ongoing in the Washington District Court. An unrelated putative class action lawsuit filed against ZoomInfo on June 25, 2026, also remains active. The company stated its intention to continue defending vigorously against these remaining lawsuits.
The Form 8-K includes cautionary statements regarding forward-looking information, noting that actual results may differ from those expressed due to factors such as failure to obtain court approval or increased settlement expenses. Ashley McGrane, General Counsel and Corporate Secretary for ZoomInfo Technologies Inc., signed the report on October 19, 2026.