ZoomInfo Technologies Inc. Securities Class Action Lawsuit Update | ZoomInfo Technologies Inc.

• Company: ZoomInfo Technologies Inc. (NASDAQ: GTM)
• Lead Plaintiff Deadline: August 24, 2026
• Class Period: November 3, 2025 - May 11, 2026
• Stock Drop: May 12, 2026 - GTM fell $1.98 (33%) to $4.06

Introduction

On June 25, 2026, a federal securities class action was filed in the United States District Court for the Western District of Washington against ZoomInfo Technologies Inc. (NASDAQ: GTM), its Chief Executive Officer Henry Schuck, and its Chief Financial Officer M. Graham O'Brien. The lawsuit was brought on behalf of all investors who purchased or otherwise acquired ZoomInfo securities between November 3, 2025 and May 11, 2026, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

At the heart of this case is a story of bold promises colliding with harsh reality. Throughout the class period, ZoomInfo's leadership painted a picture of accelerating momentum, touting record revenue, surging enterprise adoption, and a transformative pivot to artificial intelligence. CEO Schuck proclaimed ZoomInfo would become "synonymous with AI and go-to-market," while CFO O'Brien championed improving net revenue retention and a rapidly growing Operations suite. According to the complaint, investors purchased ZoomInfo securities at allegedly inflated prices while management continued to promote the company's AI-powered platform, its Copilot product, its GTM Studio and Workspace innovations, and its expanding upmarket customer base as support for its fiscal year 2026 outlook.

Then the curtain fell. After the market closed on May 11, 2026, ZoomInfo reduced its full-year 2026 revenue guidance by approximately $62 million, from $1.247 billion-$1.267 billion to $1.185 billion-$1.205 billion, announced the elimination of 20% of its workforce, and disclosed that customers were pausing purchases amid what Schuck himself called "AI and agentic confusion." The company that had assured investors of durable growth and expanding product adoption was now acknowledging slowing seat-based demand, weakening upsells, and customers considering internal AI-driven go-to-market workflows and shifting toward consumption-based models rather than relying on traditional seat-based licenses. On May 12, 2026, ZoomInfo's stock cratered 33%, falling from $6.04 to $4.06 per share in a single session.

Backdrop and Business Context

ZoomInfo Technologies traces its origins to 2007, when Henry Schuck founded DiscoverOrg, a B2B sales and marketing intelligence company. In February 2019, DiscoverOrg acquired Zoom Information, Inc., a predecessor business founded in 2000 as Eliyon Technologies, and the combined company rebranded under the ZoomInfo name. ZoomInfo announced the pricing of its IPO on June 4, 2020 at $21.00 per share, with the shares expected to trade on Nasdaq under the ticker "ZI" and with an underwriters' option to purchase additional shares. The stock originally traded under the ticker "ZI" before changing to "GTM" in May 2025 to reflect the company's positioning as the go-to-market intelligence platform.

ZoomInfo operates a subscription-based SaaS platform that provides B2B contact and company data, buyer intent signals, and AI-driven workflow tools to sales, marketing, recruiting, and revenue operations teams. The company generates revenue primarily through annual subscription contracts, with pricing tiered by feature set, number of seats, and data access volume. ZoomInfo reported approximately $1.25 billion in annual revenue for 2025, up about 3% year over year. The company serves over 35,000 organizations worldwide, including more than half of the Fortune 500. Its competitive landscape includes Apollo, Cognism, Lusha, and 6sense, though Forrester has named ZoomInfo a Leader among B2B marketing and sales data providers, calling it "the default data provider for B2B sales."

The lawsuit strikes at a vulnerability central to ZoomInfo's business model. The company built its revenue base on seat-based subscription licenses sold to sales and marketing teams. According to the complaint, even as management championed AI as an accelerant and promoted new consumption-based products, customers were increasingly questioning whether they needed ZoomInfo's traditional seat licenses at all, opting instead to build internal AI-driven go-to-market workflows or shift toward data consumption models that bypassed the company's legacy pricing structure.

Promises Made vs. Reality

Throughout the class period, ZoomInfo's leadership projected unwavering confidence in the company's trajectory. On November 3, 2025, CEO Schuck told investors the company had delivered "strong Q3 results with record revenue, accelerating Upmarket momentum, and improving net revenue retention," and declared that ZoomInfo was "aggressively expanding the product portfolio with innovative go-to-market AI and workflow products." He characterized the company's proprietary data assets as placing ZoomInfo "in the winners column as AI proliferates across go-to-market teams" and expressed increasing confidence in the business trajectory, asserting that ongoing share repurchases would "drive substantial shareholder value." CFO O'Brien reinforced the narrative, highlighting that net revenue retention had improved to 90%, that upmarket in-period retention was again above 100%, and that the company had returned to Rule of 40 status for the first time in six quarters.

The optimism only intensified as the class period progressed. At investor conferences in November and December 2025, O'Brien described the Operations suite as "our fastest-growing business" at over 15% of total ACV, growing more than 20% year over year and "accelerating." He characterized AI as a clear tailwind, telling attendees at the Nasdaq Investor Conference that ZoomInfo had "a lot of different options for positive outcomes across a spectrum of seat trends" and dismissing concerns about seat compression by pointing to a "huge seat penetration opportunity" with account management teams that had not historically used the product. At the UBS conference, Schuck asserted that "everything we're building" was "AI native" and touted the velocity of product releases, while characterizing the Operations business as opening up "a much larger segment of the market."

When ZoomInfo issued its fiscal year 2026 guidance on February 9, 2026, projecting revenue "in the range of $1.247 billion to $1.267 billion," management framed the outlook with characteristic conviction. Schuck proclaimed the company had delivered "record revenue, expanded profitability, and increased free cash flow" in 2025 and was now "ready to go on the offense" with commercially available new products. He described a "generational opportunity to create value" and affirmed confidence in ZoomInfo's "ability to sustainably deliver revenue growth and industry-leading profitability." On the same call, O'Brien noted that Copilot penetration had reached 20% of the customer base, described the migration as "on schedule, if not a little bit ahead of schedule," and highlighted that renewal outcomes after a year on Copilot were "better than what we saw from the legacy SalesOS." In subsequent March 2026 conference appearances, O'Brien continued to characterize the Operations business as having over $200 million of ARR, growing 20% plus, and representing a place where ZoomInfo was "truly an AI beneficiary."

The reality that emerged on May 11, 2026, shattered the narrative investors had been given. ZoomInfo slashed its full-year 2026 revenue guidance to $1.185 billion to $1.205 billion, down from its prior range of $1.247 billion to $1.267 billion, a reduction of approximately $62 million at the midpoint. Schuck acknowledged a "regression in our downmarket and upmarket growth trajectories" and disclosed that customers were experiencing "AI and agentic confusion," pausing purchasing decisions as they evaluated whether to build or buy go-to-market solutions. The company announced layoffs of 20% of its workforce and $45 million to $60 million in restructuring charges. O'Brien conceded that "our growth progression was no longer on schedule" and that the updated guidance added "incremental top line conservatism" because their initial outlook "did not anticipate the environment getting worse." As alleged in the complaint, the defendants' class period statements created a materially false impression of reliable growth when, in truth, slowing seat-based demand, weakening upsells, and customers' shift toward internal AI solutions and consumption-based models were undermining ZoomInfo's full-year revenue guidance throughout the period.

Timeline of Alleged Misconduct and Disclosures

Class Period: November 3, 2025 - May 11, 2026, inclusive.

November 3, 2025: Class period opens. ZoomInfo publishes Q3 2025 results, raises full-year 2025 guidance, and reports record revenue of $318.0 million. CEO Schuck touts "accelerating Upmarket momentum" and improving net revenue retention. CFO O'Brien highlights NRR improvement to 90% and upmarket in-period retention above 100%. During the earnings call Q&A, Schuck expresses confidence in downmarket retention improvement and AI-driven growth.

November 18, 2025: Defendants present at the Wells Fargo 9th Annual TMT Summit. O'Brien reiterates upmarket momentum, Operations suite growth of 20%+ year over year, and improving net retention driven by Copilot adoption and product innovation.

December 3, 2025: Defendants present at UBS Global Technology and AI Conference. Schuck describes a "really big opportunity with AI in go-to-market" and characterizes all new products as "AI native." He touts GTM Studio as opening a "much larger segment of the market" for the Operations product.

December 9, 2025: Defendants present at the 53rd Annual Nasdaq Investor Conference. O'Brien describes Operations as ZoomInfo's fastest-growing business at over 15% of total ACV, growing 20%+ and accelerating. He dismisses seat compression concerns and highlights a "huge seat penetration opportunity."

February 9, 2026: ZoomInfo publishes Q4 and full-year 2025 results. Defendants issue fiscal year 2026 revenue guidance of $1.247 billion to $1.267 billion. Schuck declares the company is "ready to go on the offense" and describes a "generational opportunity to create value." O'Brien reports Copilot penetration at 20%, on schedule or ahead of migration plan.

March 2, 2026: Defendants present at Raymond James Institutional Investor Conference. O'Brien reiterates AI is prioritized in customer budgets and describes ZoomInfo as "customer zero" for its own AI products.

March 3, 2026: Defendants present at Morgan Stanley TMT Conference. O'Brien describes Operations as having over $200 million of ARR and reiterates its 20%+ growth. He discusses bridging upmarket net retention from 100% to 105% and characterizes R&D as "fully loaded" with no incremental investment needed.

May 11, 2026: Alleged Corrective Disclosure. After market close, ZoomInfo announces Q1 2026 results and slashes full-year 2026 revenue guidance to $1.185 billion to $1.205 billion. Schuck discloses "regression in our downmarket and upmarket growth trajectories" and "AI and agentic confusion" causing customers to pause purchases. The company announces 20% workforce reduction and $45 million to $60 million in restructuring charges. O'Brien acknowledges "our growth progression was no longer on schedule."

May 12, 2026: ZoomInfo stock declines approximately 33%, falling from $6.04 to $4.06 per share. Multiple analysts slash price targets, including Mizuho (27% cut), Canaccord Genuity (58% cut), and Piper Sandler (34% cut, downgrade to Underweight).

Investor Harm and Market Reaction

The market's response to ZoomInfo's May 11, 2026 alleged corrective disclosure was swift and devastating. On May 12, 2026, the first trading session after the announcement, ZoomInfo's stock plummeted approximately 33%, falling $1.98 per share from $6.04 to $4.06. The complaint alleges that investors who purchased ZoomInfo securities during the class period did so at artificially inflated prices and were damaged when the alleged corrective disclosure removed inflation from the stock price.

The complaint frames the drop as reflecting the contrast between defendants' allegedly optimistic class-period statements and the company's later reduced guidance and disclosures. For months, management had guided investors toward a fiscal year 2026 revenue outlook of $1.247 billion to $1.267 billion. The revised guidance of $1.185 billion to $1.205 billion represented a reduction of approximately $62 million at the midpoint, a shortfall tied to dynamics the complaint alleges defendants had previously minimized, including slowing seat-based demand, customer hesitation around AI purchasing decisions, and weakening upsell activity in the software vertical.

Analyst reactions underscored the severity of the reversal. Mizuho Securities cut its price target by 27%, expressing skepticism that "there is a clear path to returning to growth over the near-term given the aforementioned challenges and limited visibility." Canaccord Genuity slashed its target by 58%, noting that buyer preferences were evolving as "sales enablement workflows are being reimagined for the AI era." Piper Sandler reduced its target by 34% and downgraded the stock to Underweight, warning that "there are multiple headwinds and the transition to usage will take time" while introducing "additional execution risk." The combined analyst downgrades and price target reductions reflected a fundamental reassessment of ZoomInfo's near-term growth profile, the very profile that defendants had spent months reinforcing with investors.

Litigation & Procedural Posture

The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder against all defendants, and under Section 20(a) of the Exchange Act against the Individual Defendants as controlling persons of ZoomInfo.

Named defendants include ZoomInfo Technologies Inc., Henry Schuck (Chief Executive Officer and Chairman of the Board), and M. Graham O'Brien (Chief Financial Officer).

Scienter allegations center on the Individual Defendants' positions of authority within ZoomInfo and their access to non-public information concerning the company's slowing growth, weakening customer retention, and the accelerating shift by customers toward consumption-based usage models and internal AI solutions. The complaint alleges that defendants knew or were deliberately reckless in not knowing that their public statements were materially false and misleading, as they possessed actual knowledge of the adverse trends that ultimately necessitated the guidance reduction. No insider trading allegations or confidential witness testimony are cited in the complaint.

Procedurally, the case was filed on June 25, 2026 in the Western District of Washington. The complaint seeks class certification under Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of all investors who purchased or acquired ZoomInfo securities during the class period and were damaged upon revelation of the alleged corrective disclosure. As of April 30, 2026, approximately 294.7 million shares of common stock were outstanding. Lead plaintiff submissions are due August 24, 2026.

SEC Filings & Risk Factors

The complaint draws its allegations from a pattern of public statements made through ZoomInfo's SEC filings, press releases, earnings calls, and investor conference presentations during the class period. According to the lawsuit, these communications consistently projected confidence in the company's revenue trajectory, AI product adoption, and net revenue retention improvement while omitting material adverse information about the headwinds that were undermining those projections.

ZoomInfo's Q3 2025 earnings release, filed on November 3, 2025, raised full-year 2025 revenue guidance to $1.237 billion to $1.240 billion and highlighted GAAP revenue of $318.0 million, a 5% year-over-year increase. The accompanying press release and earnings call featured statements from both Schuck and O'Brien emphasizing record revenue, accelerating upmarket momentum, and improving net revenue retention. The complaint alleges these disclosures failed to account for the slowing demand in seat-based subscription platforms and the increasing tendency of customers to delay or redirect AI-related purchasing decisions.

The Q4 and full-year 2025 earnings release, filed on February 9, 2026, introduced fiscal year 2026 revenue guidance of $1.247 billion to $1.267 billion, representing approximately 1% annual growth at the midpoint. Management's commentary characterized the outlook with conviction, describing a "generational opportunity" and affirming confidence in sustainable revenue growth. The complaint alleges that any cautionary language accompanying the challenged statements was not meaningful because it did not disclose that the adverse conditions allegedly had already begun to materialize. The complaint contends that management knew or recklessly disregarded that customers were actively moving toward consumption-based models, developing internal AI-driven go-to-market solutions, and reducing their reliance on ZoomInfo's traditional seat-based products.

The alleged corrective Q1 2026 earnings release, filed on May 11, 2026, revealed the extent of the gap between prior disclosures and reality. Full-year 2026 revenue guidance was cut to $1.185 billion to $1.205 billion, a reduction of approximately $62 million at the midpoint. For the first time, management publicly acknowledged "regression" in both downmarket and upmarket growth trajectories, "AI and agentic confusion" causing customers to pause purchases, and the need for a 20% workforce reduction with $45 million to $60 million in restructuring charges. The complaint alleges this filing disclosed information that prior filings and public statements had concealed, namely that ZoomInfo's growth outlook had been materially impaired by trends that defendants had minimized or failed to disclose throughout the class period.

The overall pattern, as characterized in the complaint, reflects a series of filings and public statements that presented an optimistic growth narrative while omitting known adverse trends that were material to investors' purchasing decisions. The complaint further alleges that to the extent any of the challenged statements may be characterized as forward-looking, they were not identified as such when made and lacked meaningful cautionary language, and that the statutory safe harbor for forward-looking statements does not shield defendants because they knew or recklessly disregarded that the statements were false at the time they were made.

How to Check Whether You May Be Eligible in the ZoomInfo Technologies (GTM) Class Action

• Confirm whether you purchased or otherwise acquired ZoomInfo securities during the November 3, 2025 to May 11, 2026 class period
• Review the allegations and eligibility requirements in the pending securities class action
• Gather trade confirmations and brokerage records documenting purchases or losses
• Consult counsel regarding the lead plaintiff deadline, eligibility, and any potential rights in the litigation

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