Prepared remarks
Good day, and thank you for standing by. Welcome to ZoomInfo Second Quarter 2026 Financial Results Conference Call. Operator instructions were provided. Please be advised that today's conference call is being recorded. I would now like to hand the conference over to your first speaker today, Jeremiah Sisitsky, Vice President of Investor Relations.
Thanks, Stephanie. Welcome to ZoomInfo's Q2 2026 Financial Results Conference Call. With me on the call today are Henry Schuck, Founder and CEO; and Graham O'Brien, Chief Financial Officer. During this call, any forward-looking statements are made pursuant to the safe harbor provisions of U.S. securities laws. Expressions of future goals, including business outlook, expectations for future financial performance and similar items, including, without limitation, expressions using the terminology may, will, expect, anticipate and believe and expressions which reflect something other than historical facts are intended to identify forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including those discussed in the Risk Factors sections of our SEC filings. Actual results may differ materially from any forward-looking statements. The company undertakes no obligation to revise or update any forward-looking statements in order to reflect events that may arise after this conference call, except as required by law. For more information, please refer to the forward-looking statements in the slides posted to our Investor Relations website at ir.zoominfo.com. All metrics on this call are non-GAAP, unless otherwise noted. A reconciliation can be found in the financial results press release or in the slides posted to our IR website. And with that, I'll turn the call over to Henry.
Thank you, Jerry, and welcome, everyone. We exceeded our guidance coming out of Q1 and are making good progress on our path forward that is centered on building innovative enterprise-grade solutions that drive customer value, driving free cash flow and profitability and getting back to durable growth. GAAP revenue for the second quarter was $310 million, up 1.2% year-over-year. We remain focused on profitability and cash flow outcomes, leading to an adjusted operating income margin of 35%, up 130 basis points year-over-year and $107 million of unlevered free cash flow, an increase of 7% year-over-year. During the quarter, we repurchased equity and began retiring outstanding debt at a discount to par, demonstrating both our confidence in the company and our willingness to invest across the capital structure when opportunities present themselves. In the second quarter, we launched GTM.AI, the headless GTM context layer and home for API, MCP and other connectors that allow our data and insights to be seamlessly embedded into agentic workflows. These expansions allow ZoomInfo customers to utilize our context layer wherever and whenever their go-to-market work is getting done by people, by agents or a combination of both. Our always-on constantly refreshed data can power all of our customers' go-to-market work. Starting later this quarter, customers that have historically used our per-seat model will be able to access ZoomInfo's data, insights, applications and agents via more flexible pricing and packaging built around pre-bought consumption. We're testing a range of migration approaches with select customer cohorts to find the fastest path to the new experience and ensure customer value. We haven't finalized timing, pricing or packaging, and we're being intentional to prioritize long-term customer health and the growth potential embedded in a hybrid consumption model. While many companies on their AI journey are experimenting with building and maintaining their own custom applications and workflows, our customer conversations reveal a world where even the most AI-forward operators are looking for software relationships that are multi-headed and not fully headless. Our customers want seats, but expect our platform to extend into LLMs, coding agents and other custom-built applications and workflows. Our product and engineering teams are delivering into and ahead of that future, embedding ZoomInfo's data, applications, workflows and skills natively into Codex, Cursor, Claude, Gemini, Amazon Q, Copilot, Vercel, Perplexity, Zapier and dozens more. In the quarter, we closed our largest ACV deal ever, a multiyear renewal with a preeminent software customer that expanded their ZoomInfo implementation with both data and seats. That expansion included integrating our data natively inside their headless experience and expanding their seat implementation. Our operations business, which is primarily data and not tied to seats, continued to perform well, delivering 20% growth and underscoring the durability of that business. Seventy-six percent of our business is now upmarket, resulting in a healthier and more resilient customer base. We now have 1,891 customers with at least $100,000 in ACV, a year-over-year increase of nine customers. Our $1 million customer count also grew year-over-year with ACV from that cohort up 16% as our largest customers continue to expand with ZoomInfo. During the quarter, we closed upmarket opportunities with Legora, an agentic operating system for legal work; Cohere, a leading enterprise AI company developing foundation models optimized for business; Bank of Montreal, one of North America's largest financial institutions; and Korn Ferry, a global organizational consulting firm. At a leading financial services company with more than $2 trillion in assets, we expanded beyond our existing relationship with their commercial banking department and into their investment banking division. The deal was driven by the strength of an already exceptional relationship, years of consistent satisfaction with ZoomInfo's data and platform with the team able to point to tracked success stories and measurable revenue impact as our data became the backbone for important internal initiatives. One example that speaks to why our security, compliance and governance posture matter as much as our data platform and integration was with a leading cloud connectivity company. We went through a full vendor review following a data breach. Because of our many investments in data, data governance, compliance and security, we came through that strategic review as a stronger and more trusted partner, and it reinforces the pattern we're seeing across our largest customers. Customers aren't just buying data or seats from us. They're buying enterprise trust. Beyond these highlighted deals, nine out of the ten Fortune 10 companies, nearly 70% of the Fortune 50 and every B2B company in the CNBC Top 50 Disruptors list runs on ZoomInfo. Over the second half of 2026, we have many of our most ambitious and innovative product releases lined up and are gaining more confidence each day that we are on the right track to drive durable long-term growth for ZoomInfo. As we execute against that transition, which we acknowledge creates near-term uncertainty, we will continue prioritizing profitability and a rigorous risk-adjusted approach to capital allocation. We are laser-focused on driving the maximum long-term free cash flow per share, the key output we can control. Our competitive position is getting stronger. Our assets are durable. Our path forward is clear, and we are playing to win. With that, I'll turn the call over to Graham.
Thanks, Henry. Q2 GAAP revenue was $310 million, up 1.2% year-over-year. Adjusted operating income was $110 million, up 5% year-over-year, with a margin of 35%. Unlevered free cash flow was $107 million with $10 million in interest paid in cash during the quarter. Upmarket mix of ACV is now 76% and upmarket ACV grew 3% year-over-year. The environment in Q2 was similar to what we saw at the end of Q1. Software is still challenged, in particular in the lowest end of upmarket. The trend of longer sales cycles that started in Q1 persists, which is impacting our upsells and ultimately net revenue retention. Downmarket ACV declined 12% year-over-year in Q2. As announced last quarter, we took out more downmarket sales resources and are shifting more to a product-led growth-led motion down market. Gross retention improvements kept down market from declining more in the quarter, indicating that our more selective customer onboarding is delivering positive renewal results, but we still expect to intentionally make down market a smaller piece of the overall business faster with the diminished resources focus there. Customers with at least $100,000 in ACV increased by nine year-over-year, while decreasing by nine sequentially, with ACV from that cohort continuing to increase as a percentage of our total ACV, now comfortably more than half of total company ACV. The sequential decline was concentrated in software, consistent with the vertical softness we've discussed as non-software cohorts posted solid growth in ACV and logos from both a year-over-year and sequential perspective. As Henry highlighted, operations had another strong quarter with ACV growth of 20% year-over-year. Net revenue retention was 89% in Q2, a step down from 90% in the prior three quarters. Gross retention held in well, supported by improvements outside of software. We believe the flexible pricing and packaging options that we are testing and introducing later this quarter will help provide retention improvements longer term. This quarter's results also reflect two significant items. First, a noncash goodwill impairment charge of $651 million, primarily driven by the decline in market capitalization following our Q1 financial results. This charge does not affect our cash position, taxes payable, liquidity, debt covenants or non-GAAP results. Second, we incurred a $35 million charge primarily for severance and employee benefits under the restructuring program announced in May and other related expenses. Headcount is lower by approximately 350 people sequentially and down 15% year-over-year. We expect headcount to decrease by several hundred more as employees impacted by the restructuring program complete their transition plans later this year. We expect the remainder of the charges and related cash outflows associated with the restructuring to be incurred over the next six months. Turning to cash. GAAP operating cash flow was $87 million in Q2. Unlevered free cash flow for the quarter was $107 million, 98% conversion from adjusted operating income and representing a margin of 35%. GAAP stock-based compensation expense was $25.7 million, down 13% year-over-year and representing 8% of revenue. As a percentage of revenue, adjusted expenses combined with SBC improved approximately 270 basis points year-over-year, reflecting a significant improvement to the quality of our earnings. Particularly given the reduction in our share price, we are further prioritizing performance-based equity and cash compensation, further aligning our team with achieving rigorous financial objectives. We continue to believe we can run rate at least $1.25 of adjusted levered free cash flow per share as we enter 2027 across a range of scenarios due to our proven cost discipline and in the context of the expanding opportunities within our capital structure. Shifting to capital allocation. In Q2, we purchased 6.3 million shares of stock at an average price of $4.51 per share for a total of $28 million. We also purchased our outstanding debt for the first time, retiring $58.5 million in aggregate principal of our senior notes for $48 million. This results in a gain on debt extinguishment of $11 million and is expected to reduce future cash interest payments by $2.3 million per year due to the lower outstanding principal. We will continue to allocate our capital opportunistically to generate the most impactful risk-adjusted returns for shareholders, leveraging our free cash flow to enhance our capital structure and provide maximum financial flexibility. Weighted average diluted shares outstanding for the quarter used in calculating non-GAAP diluted earnings per share was $314 million, and the non-GAAP share count exiting the quarter was $316 million. We ended the quarter with $151 million in cash, cash equivalents and investments, and we carried $1.27 billion in gross debt. As a result, our net leverage ratio is both 2.3x trailing 12 months adjusted EBITDA and 2.3x trailing 12 months cash EBITDA, which is defined as consolidated EBITDA in our credit agreements as compared to 2.4x as of Q1. The aggregate remaining balance of $592 million in senior notes mature in 2029, and the $579 million first lien term loan matures in 2030. The $100 million balance under the first lien revolver is due in 2028. We are comfortable with our current maturity profile, and we believe we have sufficient liquidity and cash generation to manage our obligations as we approach their maturities. With respect to liabilities and future performance obligations, unearned revenue at the end of the quarter was $465 million and remaining performance obligations, or RPO, were $1.17 billion, of which $849 million are expected to be recognized in the next 12 months. In the past year, we have transformed the business significantly. We have shifted more of the business upmarket, created healthier upmarket customer relationships, evolved our pricing model and driven efficiencies across the organization, allowing us to prioritize profitability, free cash flow generation and reduce financial leverage. We are a more efficient business as we navigate our path back to sustained growth. Shifting to guidance. For the third quarter, we expect GAAP revenue in the range of $298 million to $301 million, adjusted operating income in the range of $113 million to $115 million, and non-GAAP net income in the range of $0.28 to $0.29 per share. And for the full year 2026, based on our overperformance in Q2, we are raising the full year guidance and now expect GAAP revenue in the range of $1.207 billion to $1.217 billion, representing a 3% year-over-year decline at the midpoint of guidance and adjusted operating income in the range of $446 million to $451 million, representing a 37% margin at the midpoint of guidance, up 130 basis points year-over-year. We expect non-GAAP net income in the range of $1.12 to $1.13 per share based on 318 million weighted average diluted shares outstanding, and we expect unlevered free cash flow in the range of $403 million to $423 million. Now I will turn it over to the operator to open the call for questions.
Questions and answers
Our first question comes from the line of Jaiden Patel of JPMorgan.
Congrats on the quarter. It seems like the second-half deceleration we had expected following last quarter seems to be a lower magnitude than expected. Can you walk us through what's driving that? And what gave you the confidence to raise both the second half and the full year?
Sure. I think raising the second half and the full year is a reflection of the overperformance that we had in Q2. The assumptions we had coming out of Q1 are still baked in from a downmarket growth perspective, some of the headwinds that we're seeing in software, and we're giving ourselves some room around the updated pricing and packaging that we're going to be rolling out later this year. So really, we're just taking overperformance in Q2, maintaining a consistent thought pattern as we develop that guidance and rolling that over into the back half of the year.
Got it. Okay, that makes sense. And then on the upmarket ACV growth, it looks like it's gone from 6% to 5% to 3% over the last three quarters. Is there a way to break out what the upmarket software ACV growth looks like versus other verticals?
What I can say is that we do have a significant software footprint in the upmarket business, largely in the lower half of that upmarket business, and that is creating a headwind to upmarket growth. If you back that out, the non-software verticals in the upmarket business continue to grow at consistently healthy levels.
Our next question is from Allan Verkhovski of U.S. Bank, BTIG.
I know it's early, but can you talk about what you're most excited about in terms of customer feedback to GTM.AI thus far and how that is impacting your confidence in revenue growth accelerating in the second half of 2027?
What we're hearing from customers who are using the set of tools that we made available on GTM.AI is that, number one, they're plugging it into key go-to-market work and key go-to-market workflows. That might be inside of internal applications they've built or within their LLMs, and it's given them a flexible way to get access to ZoomInfo's data and insights anywhere that they're operating go-to-market. We've seen healthy consumption growth within those channels that we're really happy about. We are going to continue to get more and more of our customers leveraging our data and insights through our API, our MCP and our CLIs, which are available on GTM.AI. I would also add, we're not baking any upside into our numbers from either new products or the growth from GTM.AI as well.
That's helpful. And then, Graham, maybe just a follow-up for you. Given we're over a month through Q3, can you unpack what your Q3 revenue guide assumes as it relates to customers starting to convert into consumption-based pricing? Any incremental color such as assumed downselling or however you're looking at it would be helpful.
We're not assuming much impact from that in Q3. When we think about the updated pricing and packaging and then some of the product changes, we'll largely be rolling that out starting with new business at the end of Q3 and then approaching the customer base opportunistically when those customers are ready to migrate later this year and into 2027. So we would not expect significant impact to revenue from that in Q3.
Our next question is from Billy Fitzsimmons of Piper Sandler.
It doesn't sound like it based on the prepared remarks or guide, but I think one of the big questions from some investors coming out of last quarter was if what you kind of saw in the tech vertical last quarter could spread to other verticals. Can we just double-click on what you're seeing broadly across verticals ex-tech? It sounds like continued to see growth expansion. And then can you guys just comment on confidence that as we move to consumption from new customers, you'll be able to capture, call it, similar pricing on the other side of that?
Outside of software, we're seeing consistent performance from those verticals. We're actually seeing improvement across a set of non-software verticals as well. Year-to-date, we've seen gross retention improve year-over-year in our non-software verticals. Our assumption around software is similar to what it was last quarter after what we saw at the end of Q1: we don't expect it to get better near term, and that's informing the conservative posture that we continue to take as we head into the back half of the year. From a pricing and packaging perspective and product design that we're envisioning as we get into the back half of the year and into next year, that's aimed at optimizing for growth opportunity across all verticals. It's too early for us to take credit for that, and again, that's just going to inform our conservative posture.
Our next question comes from Jacob Gideon at Bank of America.
This is Jacob Gideon on for Matt Bullock. With all the headless and MCP modes and AI use cases that are driving a lot of the conversation around go-to-market data, are you seeing any new use cases that could be a leading indicator for the shape of demand as go-to-market orgs become AI-first and more programmatic?
The first thing we're seeing is that customers are building their own interfaces, which bring together their data and our data to drive key internal go-to-market dashboards or workflows. We're seeing that primarily in the top less than 1% of companies who are investing heavily and have the best engineering talent. Downstream of those companies, you're seeing more enrichment use cases programmatically: for example, daily enrichment of pockets of a TAM with new signals or new executives and then building a signal infrastructure downstream. We see some of that. We have a number of product releases towards the back half of the year that we think meet our customers where they are, enabling them to build custom workflows and interfaces on top of our data and their data without months-long IT projects. We think we'll be in a good place in the back half of this year to release that and be ahead of the curve.
Our next question is from Jackson Ader of KeyBanc Capital Markets.
This is Nate Van Ruoss on for Jackson Ader. So regarding Workspace, as customers begin to test or adopt the product, what's been the clearest sign that it's actually changing how reps work on a day-to-day basis, whether it's something like how they prioritize accounts or prepare for meetings? What needs to happen for this to become a system of engagement that reps build into their daily routines rather than just being another tool?
Every company wants to centralize data in one place—first-party data, CRM data, call data with ZoomInfo data—to build unique audiences and then workflow downstream of that. We're seeing customers get the most out of GTM Studio and Workspace when they're delivering unique audiences that are specific to them with unique data attributes, then delivering that into Workspace where their sellers operate. That is the key use case: something very specific to my go-to-market workflow that I can action on with governance, auditability and reporting so I know my sales team is taking action on the specific signals and audiences I'm building. GTM Studio gives the ability to build those unique audiences, and Workspace is the place where sellers can act on those audiences.
Got it. That's helpful. And then on the hybrid pricing model, most discussions tend to focus on monetization uplift, but oftentimes the more important outcome is the behavior the pricing model encourages. As you roll out the new hybrid pricing model, what specific customer behaviors are you actually trying to drive?
Consumption. It's about driving consumption.
Our next question is from Brian Peterson of Raymond James.
This is Johnathan McCary on for Brian. Sometimes you'll give us an update on win-backs you saw in the quarter. I wanted to ask if you see any change in the competitive environment as you roll out the go-to-market.ai approach? And any commonality in boomerang customers to the extent you saw any in the quarter?
The trend in win-back customers is similar to what we've seen over the last several quarters. Customers who move to a lower-price, lower-quality competitor down market come back. We see still pretty limited churn upmarket. We see more downsell upmarket than churn, particularly in the software vertical. From a win-back perspective, it's about quality data and connectivity to CRMs and first-party systems that are lacking at lower-priced competitors. We see those customers returning after their go-to-market strategies failed to deliver with lower-priced, lower-quality competitors.
That's clear. And then, Graham, any help on net dollar retention between the up and down market performance versus your internal expectations? And any change to the way you're modeling that for the balance of the year?
Downmarket net dollar retention held in pretty well, and most of that came from gross retention improvements as we continue to be more selective on the new business front down market. In upmarket, it's split between the high end and the lower end of upmarket. At the lower end of upmarket, we continue to see headwinds, again isolated to the software footprint in that segment. At the very high end, our largest enterprise customers, net retention performance actually improves year-over-year.
Our next question is from Patrick Walravens of Citizens.
Great. Henry, what's going on? How would you characterize the competitive environment for you these days? In particular, how are you differentiated from Clari?
The competitive environment is noisy; many players claim to do a lot in go-to-market, which created some confusion we saw in Q1 and into Q2. Against competitors, our new set of products—GTM Studio and agent teams built on top of it—drive the ability for customers to build unique audiences with unique data attributes. We have connectivity into roughly 300 different data integrations where customers can marry third-party data with ZoomInfo's trusted data foundation and then build agents on top of it. We feel good about those solutions and their competitive parity, and we're excited to get them in front of more customers. We launched GTM Studio to GA in February and have increased our velocity each quarter since. We believe that will continue and accelerate as we build Agentic workflows on top of it. I'm confident about our competitive positioning; we have a number of releases coming in the back half of the year that I believe will materially change the game for go-to-market practitioners, and it's incumbent on us to execute.
Awesome. And then, Graham, for you, can you walk us through what the components of the debt are when they come due and what the plan is to meet those? Also, there's confusion around the TRA. Does that impact your ability to repay the debt in any way? Could you walk through that?
From a debt perspective, our first lien term loan has a $579 million balance that comes due February 28, 2030. Our senior notes have a $592 million balance and come due February 1, 2029. We have a first lien revolving credit facility, of which we've drawn $100 million, that is due February 28, 2028. We feel very good about our ability to generate cash flow and meet those commitments and maturities. Regarding the TRA, the TRA is paid out based on the utilization of the tax assets related to the TRA, and that depends on the taxable income we generate in future years. We continue to not expect significant TRA payments over the next several years, but it is a financing use of cash in those periods and effectively needs to be considered when we look at our cash available for capital allocation on an annual basis.
Our next question is from Surinder Thind of Jefferies.
Starting with a big-picture question: as you undergo this strategy recalibration, Henry, when you look out two to three years, what is your assumption for what you're building for? What does the salesforce look like—fewer headcounts or bifurcations? If we make these changes today, are we looking at more changes a year from now? Trying to understand the strategy and vision you're heading toward.
Many of the most AI-forward companies already use ZoomInfo; for example, 27 of the top CNBC disruptors are ZoomInfo customers. You cannot token your way to building the data asset we have built; it is a durable long-term asset. Companies will continue to need to identify their total addressable market, identify companies in market and engage with them to become customers. Where go-to-market work happens is changing: companies still need our data and insights, but they will operate out of different interfaces, whether that's an LLM or homegrown applications. We want to deliver data and insights to any interface where those companies work. When we're tied closer to go-to-market work, we see better net retention outcomes because we're tied to value. Agents allow focus on the longer tail of great-fit companies, which drives more consumption of our data and insights. We're designing pricing and packaging to be flexible because go-to-market work is increasing and we want to be at the center of where it happens. Unlike most players, we own our data assets, and when you compare our pricing for enrichment or agent workflows, our pricing is meaningfully less than competitors. We'll leverage that advantage. Go-to-market work is changing; our new products and packaging are designed to meet customers where that work happens. When we're closer to go-to-market work, net retention rates are higher, and we plan to be flexible so we can be everywhere go-to-market work happens. As that work increases, so does the value to ZoomInfo, and that's what we're building toward.
Very helpful. And then, Graham, as you think about workforce changes and where the organization will be at year-end, I assume you'll be at your operating target by year-end. Are there other things you're thinking about from a cost perspective, or should that effectively be the run rate heading into 2027?
I think it's reasonable to think of that as the run rate heading into 2027 by the back half of the year. While cost of service could grow with revenue or a bit faster, G&A, sales and marketing and R&D expenses should continue to grow slower than revenue.
This does conclude the question-and-answer session. Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.