ZoomInfo Technologies (GTM) risk factors, FY2025 10-K

ZoomInfo Technologies's FY2025 10-K, filed Feb 12, 2026, lists 37 risk factors in 7 groups. Against the prior year's 38: 2 new, 3 dropped, 7 substantially reworded.

Risk factors listed
377 groups
New this year
2vs 38 last year
Dropped
3since the prior 10-K
Substantially reworded
7of those kept
Section length
19k wordsItem 1A

What the changes say

  • ZoomInfo faces intensifying AI and generative AI competition in sales and marketing data.
  • Tax law enactments such as the One Big Beautiful Bill Act introduce new compliance risks.
  • Geopolitical and macroeconomic uncertainties continue to threaten operations.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Industry

    Any of the foregoing risks could impact the demand for our products and services, and our ability to renew and/or grow our customer base, which could have an adverse effect on our business, results of operations, and financial condition

    The company faces potential future competition from prominent large-language-model and generative AI companies offering competing sales and marketing data products.

  • NewRisks Related to Taxation

    Changes in tax laws or regulations applicable to our business, including for example, the enactment of the One Big Beautiful Bill Act on July 4, 2025, have in the past, and may in the future, result in a material adverse effect on our results of operations, cash flows and financial condition

    The enactment of the One Big Beautiful Bill Act on July 4, 2025, and other tax law changes could materially impact financial results.

Dropped

  • DroppedRisks Related to Our Business and Industry

    We experience competition from other companies and technologies that allow companies to gather and aggregate sales, marketing, recruiting, and other data, and competing products and services could provide greater appeal to our customers

  • DroppedRisks Related to Taxation

    Unanticipated changes in our effective tax rate and additional tax liabilities may impact our financial results

  • DroppedRisks Related to Taxation

    Changes in tax laws or regulations in the various jurisdictions in which we operate could increase the cost of our products and services and adversely impact our business

Reworded

  • 56% rewrittenRisks Related to Our Business and Industry

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

    Added artificial intelligence optimization alongside SEO as a factor affecting search engine traffic dynamics.

    Was: Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements

  • 43% rewrittenRisks Related to the Ownership of Our Common Stock

    Certain parties to our stockholders agreement continue to have influence over us, and their interests may conflict with ours or yours in the future

    Removed references to Carlyle regarding stockholder agreement board designation rights, leaving only CEO Henry Schuck and Kirk Brown.

    Was: The parties to our stockholders agreement continue to have influence over us, and their interests may conflict with ours or yours in the future

  • 37% rewrittenRisks Related to Our Business and Industry

    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 and achieve an optimal resource allocation strategy, as we may not be able to effectively monetize our AI investments

    Updated market evolution language to note that customer spending shifts toward AI and ML capabilities are continuing through today.

    Was: 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

  • 37% rewrittenRisks Related to Our Business and Industry

    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

    Refined wording regarding how technology companies and smaller B2B intelligence businesses compete with the company.

    Was: Other 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

  • 29% rewrittenRisks Related to Geopolitical and Macroeconomic Factors

    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

    Updated geopolitical conflicts to reference the October 2025 Gaza Peace Plan and added Iran and EU relations as risk factors.

    Was: Global economic uncertainty and catastrophic events, including global pandemics, continued hostilities between Russia and Ukraine, and Israel and Hamas, have and may disrupt our business and adversely impact our business and future results of operations and financial condition

  • 29% rewrittenRisks Related to Our Organizational Structure

    In certain cases, payments under our Tax Receivable Agreements may be accelerated and/or significantly exceed the actual benefits the ZoomInfo Tax Group realizes in respect of the tax attributes subject to such agreements

    Abbreviated references from Tax Receivable Agreements to TRAs throughout the risk factor text.

    Was: In certain cases, payments under the tax receivable agreements may be accelerated and/or significantly exceed the actual benefits the ZoomInfo Tax Group realizes in respect of the tax attributes subject to the tax receivable agreements

  • 26% rewrittenRisks Related to Our Business and Industry

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

    Replaced references to ESG matters and standards with sustainability matters and environmental and sustainability standards.

    Was: ESG matters and related reporting obligations, expose us to risks that could adversely affect our reputation and performance

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

  1. 01Our current and potential customers may reduce spending on sales, marketing, recruiting and other technology and information as a result of weaker economic conditions, which could harm our revenue, results of operations, and cash flows
  2. 02We may be unable to attract new customers, renew existing subscriptions, expand subscriptions of current customers, and collect revenue from our customers, which could harm our revenue growth, cash flows, and profitability
  3. 03If we are not able to obtain and maintain accurate, comprehensive, or reliable data, we could experience reduced demand for our products and services, which would have a material adverse effect on our business, results of operations, and financial condition
  4. 04Other 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 us37% rewritten
  5. 05Any of the foregoing risks could impact the demand for our products and services, and our ability to renew and/or grow our customer base, which could have an adverse effect on our business, results of operations, and financial conditionNew
  6. 06Our 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 and achieve an optimal resource allocation strategy, as we may not be able to effectively monetize our AI investments37% rewritten
  7. 07Our platform integrates or otherwise works with third-party systems that we do not control
  8. 08Our business could be negatively affected by changes in search engine algorithms, including search engine optimization (SEO), artificial intelligence optimization (AIO), and other traffic-generating arrangements and dynamics56% rewritten
  9. 09We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract, integrate, and retain these and other highly skilled employees could harm our business
  10. 10If we fail to maintain, upgrade, or implement adequate operational and financial resources, including our IT systems, we may be unable to execute our business plan
  11. 11As we acquire and invest in companies or technologies, we may not realize expected business or financial benefits and the acquisitions or investments could prove difficult to integrate, disrupt our business, dilute stockholder value, and adversely affect our business, results of operation, and financial condition
  12. 12Sustainability and related reporting obligations, expose us to risks that could adversely affect our reputation and performance26% rewritten

Risks Related to Privacy, Technology, and Security

  1. 13We may be subject to litigation for any variety of claims, which could harm our reputation and adversely affect our business, results of operations, and financial condition
  2. 14New or changing laws and regulations may diminish the demand for our platform, restrict access to our platform, constrain the range of services we can provide, or require us to disclose or provide access to information in our possession, which could harm our business, results of operations, and financial condition
  3. 15We may not be able to adequately protect or enforce our proprietary and intellectual property rights in our data or technology
  4. 16Investing in our AI capability introduces risks, which, if realized, could adversely impact our business
  5. 17Our customers or unauthorized parties could use our products and services in a manner that is contrary to our values or applicable law, which could harm our relationships with consumers, customers, or employees or expose us to litigation or harm our reputation
  6. 18Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition

Risks Related to Financial, Accounting and Credit Matters

  1. 19We generate revenue from sales of subscriptions to our platform and data, and any decline in demand for the types of products and services we offer would negatively impact our business
  2. 20Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations
  3. 21Failure to maintain effective internal controls over financial reporting in accordance with Section 404 of SOX could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business
  4. 22Because we recognize subscription revenue over the subscription term, downturns or upturns in new sales and renewals are not immediately reflected in full within our results of operations
  5. 23We anticipate increasing operating expenses in the future, and we may not be able to maintain profitability
  6. 24We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets
  7. 25We have a substantial amount of debt, which could adversely affect our financial condition and our ability to raise additional capital and prevent us from fulfilling our obligations
  8. 26We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
  9. 27Interest rate fluctuations may affect our results of operations and financial condition
  10. 28Changes in our credit and other ratings could adversely impact our operations and lower our profitability

Risks Related to Taxation

  1. 29We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and global tax developments may have a material impact to our business, cash flows, tax liabilities and results of operations
  2. 30Changes in tax laws or regulations applicable to our business, including for example, the enactment of the One Big Beautiful Bill Act on July 4, 2025, have in the past, and may in the future, result in a material adverse effect on our results of operations, cash flows and financial conditionNew
  3. 31Our results of operations may be adversely affected if we are required to collect sales or other related taxes for purchases of our products and services in jurisdictions where we have not historically done so

Risks Related to Geopolitical and Macroeconomic Factors

  1. 32Operations and sales outside the United States expose us to risks inherent in international operations
  2. 33Global 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 condition29% rewritten

Risks Related to Our Organizational Structure

  1. 34In certain cases, payments under our Tax Receivable Agreements may be accelerated and/or significantly exceed the actual benefits the ZoomInfo Tax Group realizes in respect of the tax attributes subject to such agreements29% rewritten
  2. 35The acceleration of payments under our Tax Receivable Agreements in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our common stock

Risks Related to the Ownership of Our Common Stock

  1. 36Certain parties to our stockholders agreement continue to have influence over us, and their interests may conflict with ours or yours in the future43% rewritten
  2. 37Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable

Other ZoomInfo Technologies 10-Ks

  • FY2024 10-K risk factors
    38 risks

    ZoomInfo faces heavy competition from tech giants entering B2B intelligence and must adapt rapidly to AI-driven market demands. The company carries $1,238.1 million in total debt and significant goodwill and intangible assets. Compliance with complex global tax regulations and potential tax receivable agreement obligations pose financial risks.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.