Item 1.01 Entry into a Material Definitive Agreement.

On August 9, 2020, ZoomInfo Technologies Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with certain selling stockholders (the "Selling Stockholders") and Morgan Stanley & Co. LLC (the "Underwriter"), relating to an offering (the "Secondary Offering") of 20,000,000 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-258408) at a public offering price of $63.00 per share. Additionally, the Selling Stockholders granted the Underwriter a 30-day over-allotment option from the date of the Underwriting Agreement to purchase up to 3,000,000 additional shares of Class A Common Stock. The Company did not sell any shares in the Secondary Offering. All of the shares are being sold by the Selling Stockholders, and the Underwriter agreed to purchase the shares from the Selling Stockholders at a price of $62.00 per share (the public offering price net of underwriting discounts).

On August 11, 2021, the Company, the Selling Stockholders and the Underwriter completed the Secondary Offering. The Selling Stockholders received all of the net proceeds from the Secondary Offering.



The description of the Underwriting Agreement is qualified in its entirety by
the terms of such agreement, which is incorporated herein by reference and
attached to this report as Exhibit 1.1.
Item 9.01  Financial Statements and Exhibits.
(d)   Exhibits.
The following documents are herewith filed as exhibits to this report:

Exhibit No.          Description
                       Underwriting Agreement, dated as of August 9, 2021, among ZoomInfo
1.1                  Technologies Inc., ZoomInfo Intermediate Holdings LLC, ZoomInfo Holdings LLC,
                     the Selling Stockholders party thereto and Morgan Stanley & Co. LLC
5.1                    Opinion of Simpson Thacher & Bartlett LLP
23.1                   Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZoomInfo Technologies Inc.
Date: August 11, 2021
By:   /s/ Anthony Stark
Name: Anthony Stark
Title:  General Counsel and Corporate Secretary

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