ZoomInfo exceeded its second-quarter 2026 guidance, with GAAP revenue of $310 million (up 1.2%), a 35% adjusted operating margin (up 130 basis points) and $107 million of unlevered free cash flow, prompting a raise to full-year guidance (revenue of $1.207-$1.217 billion and adjusted operating income of $446-$451 million). Headline GAAP results, however, showed a large operating loss driven by a $651 million non-cash goodwill impairment (tied to the post-Q1 market-cap decline) plus a $35 million restructuring charge, neither of which affects cash, covenants or non-GAAP results. The business continues its strategic pivot: up-market now accounts for 76% of ACV (up-market ACV up 3%), the data-centric ZoomInfo Operations business grew 20%, and the company closed its largest-ever ACV deal and marquee logos (Legora, Cohere, Bank of Montreal, Korn Ferry), even as net revenue retention slipped to 89% and down-market ACV fell 12% amid persistent software-vertical softness (longer sales cycles, more downsell than churn). Management leaned into an AI-forward roadmap, launching the headless GTM.AI context layer (embedding data into Claude, Gemini, Copilot, Cursor and dozens more) and testing a hybrid consumption-based pricing model to be rolled out to new business late in Q3 and to existing customers opportunistically into 2027, while stressing its owned, hard-to-replicate data asset as a durable moat. Cost discipline (headcount down ~15% year-over-year) and opportunistic capital actions, $28 million of buybacks at $4.51 and a first-ever debt repurchase ($58.5 million of notes for $48 million), cut net leverage to 2.3x and support a targeted run-rate of at least $1.25 of adjusted levered free cash flow per share entering 2027.
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. security 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. 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 remained 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 LLM, 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 multi-year 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 ZoomInfo 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. 76% 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 million-dollar 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 up-market 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 integrations 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 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 10 Fortune 10 companies, nearly 70% of the Fortune 50, and every B2B company in the CNBC Disruptor 50 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.
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 is $107 million, with $10 million in interest paid in cash during the quarter. Up-market mix of ACV is now 76%, and up-market 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 up-market. The trend of longer sales cycles that started in Q1 persists, which is impacting our up-sells and ultimately Net Revenue Retention. Down-market ACV declined 12% year-over-year in Q2. We took out more down-market sales resources and are shifting more to a PLG-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 focused 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. Henry highlighted, ZoomInfo 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% 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 non-cash 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 a $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 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 month adjusted EBITDA and 2.3x trailing 12 month 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-$301 million, adjusted operating income in the range of $113 million-$115 million, and non-GAAP net income in the range of $0.28-$0.29 per share. 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-$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-$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-$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-$423 million.
Now I will turn it over to the operator to open the call for questions.