[8-K] ZipRecruiter, Inc. Reports Material Event

Rhea-AI Filing Summary

ZipRecruiter reported that it issued a press release and shareholder letter and will hold an earnings call to announce results for the quarter ended June 30, 2025; the shareholder letter includes a reconciliation of GAAP to non-GAAP results. The company disclosed supplemental investor materials on its investor relations website and social channels under Regulation FD.

The Board authorized an additional $100.0 million to repurchase outstanding Class A and Class B common stock, added to a prior aggregate authorization of $650.0 million. As of June 30, 2025, approximately $39.2 million remained available for future repurchases under the program. The repurchase program is open-ended, may use multiple transaction methods, and does not obligate the company to repurchase shares. The filing includes a standard cautionary statement on forward-looking statements.

Positive

• Board authorized an additional $100.0 million to repurchase Class A and Class B common stock under the existing program.
• Shareholder Letter includes a GAAP-to-non-GAAP reconciliation, supporting comparability of non-GAAP disclosures.
• Repurchase program is flexible and open-ended, permitting open-market, negotiated transactions, accelerated repurchases, block purchases and Rule 10b5-1 plans.

Negative

• The filing does not include the actual financial results for the quarter ended June 30, 2025; numbers will be provided in the press release and shareholder letter/exhibits.
• Repurchase authorization is discretionary and not binding; timing and amount of actual repurchases depend on market conditions and other factors.
• Forward-looking statements are subject to material risks and uncertainties, as explicitly stated in the cautionary language.

Insights

Financial Analyst

TL;DR: Board approval of an extra $100M buyback increases capital return optionality, while actual impact awaits the company’s earnings disclosure.

The additional $100.0 million authorization is a material capital allocation action that can support EPS and share price when executed; it supplements the previously authorized $650.0 million. The filing does not include the underlying June 30, 2025 financial results, so valuation impacts depend on upcoming reported revenue, profitability and cash generation. The inclusion of a GAAP-to-non-GAAP reconciliation in the shareholder letter aids transparency when comparing reported and adjusted metrics. Repurchase flexibility (open market, negotiated transactions, accelerated programs, 10b5-1 plans) allows management to time execution to market conditions, but the program is discretionary and not a firm commitment.

Corporate Governance Expert

TL;DR: Board-authorized buybacks signal shareholder-return focus, though discretionary nature and lack of concrete execution plans temper immediate governance implications.

The Board’s authorization of an additional $100.0 million expands the company’s repurchase capacity and preserves flexibility for capital returns. The program’s open-ended design and multiple permitted execution methods are standard governance features that allow rapid response to market opportunity. However, because the program imposes no obligation to repurchase and timing depends on market and regulatory considerations, this authorization should be viewed as a governance tool rather than a binding commitment. The filing’s forward-looking cautionary language appropriately frames execution risks and regulatory disclosures to come.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

ZipRecruiter, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40406

27-2976158

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3000 Ocean Park Blvd.,

Suite 3000,

Santa Monica,

California

90405

(Address of principal executive offices)

(Zip Code)

(877) 252-1062

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.00001 par value per share			ZIP			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

On August 11, 2025, ZipRecruiter, Inc. (“ZipRecruiter” or the "Company") issued a press release (the “Press Release”) and will hold a conference call (the “Earnings Call” announcing its financial results for the quarter ended June 30, 2025 and financial outlook. The Company also published a letter to shareholders announcing its financial results for the quarter ended June 30, 2025 and financial outlook (the “Shareholder Letter”). Copies of the Press Release and the Shareholder Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ZipRecruiter is making reference to non-GAAP financial information in both the Shareholder Letter and the Earnings Call. A reconciliation of GAAP to non-GAAP results is provided in the Shareholder Letter, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01    Regulation FD Disclosure.

On August 11, 2025, the Company posted supplemental investor materials on the investor relations section of its website. ZipRecruiter announces material information to its investors using filings with the Securities and Exchange Commission, the Company’s Investor Relations page on its website at www.ziprecruiter.com, press releases, public conference calls, public webcasts, its X (formerly known as Twitter) feed (@ZipRecruiter), its Facebook page, and its LinkedIn page. Therefore, ZipRecruiter encourages investors, the media and others interested in the Company to review the information it makes public in these channels, as such information could be deemed to be material information.

Item 8.01    Other Events.

On August 8, 2025, the Board of Directors (the “Board”) of the Company authorized the Company to repurchase up to an additional $100.0 million (exclusive of fees and commissions) of outstanding shares of its Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), and Class B common stock, $0.00001 par value per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), pursuant to an existing share repurchase program. Such amount is in addition to the Company’s previous aggregate authorization of $650.0 million. As of June 30, 2025, approximately $39.2 million was available for future repurchases of shares of Common Stock under the Company’s share repurchase program. Under the share repurchase program, the Company may repurchase shares of Common Stock through open market or privately negotiated transactions, accelerated share repurchases, block purchases, or pursuant to one or more Rule 10b5-1 plans.

The share repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by the Board. The share repurchase program does not obligate the Company to repurchase shares of Common Stock and the timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements and other investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form

10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which include, without limitation, statements regarding the Company’s intention to implement a program to purchase up to an additional $100.0 million of shares of Common Stock; the expected timing, volume and nature of such share repurchase program; the expected source of funding; and the duration of the share repurchase program. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “propose,” “endeavor,” “will,” “should,” “future,” “transition,” “outlook” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are not guarantees of future performance, and are based on management’s expectations as of the date of this Current Report on Form 8-K and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievements. With respect to the proposed share repurchase program and the Company’s long-term opportunities, the Company’s ability to execute such transactions and take advantage of such opportunities are subject to risks and uncertainties including, developments or changes in economic or market conditions, developments or changes in the securities markets, fluctuations in the trading volume and market price of the Common Stock, and other factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in each case, that was filed with the Securities and Exchange Commission, as well as the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 that will be filed with the Securities and Exchange Commission. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional information will also be set forth in the Company’s future Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and other filings that it makes with the Securities and Exchange Commission. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Except as may be required by law, the Company undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
99.1						Press Release, dated August 11, 2025.
99.2						Shareholder Letter, dated August 11, 2025.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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

			ZIPRECRUITER, INC.
Date: August 11, 2025			By:			/s/ Timothy Yarbrough
						Timothy Yarbrough
						Executive Vice President, Chief Financial Officer

FAQ

What action did ZipRecruiter (ZIP) announce regarding share repurchases?

The Board authorized an additional $100.0 million to repurchase outstanding Class A and Class B common stock, as disclosed in the 8-K.

How much remaining authorization was available before the new $100M authorization?

As of June 30, 2025, approximately $39.2 million was available for future repurchases under the company’s share repurchase program.

Does the 8-K include ZipRecruiter’s June 30, 2025 financial results?

No. The 8-K states that a press release and shareholder letter announcing financial results for the quarter ended June 30, 2025 were furnished as Exhibits 99.1 and 99.2.

Where can investors find the detailed non-GAAP reconciliation?

The filing says a reconciliation of GAAP to non-GAAP results is provided in the Shareholder Letter (Exhibit 99.2) attached to the Current Report.

How may the company execute repurchases under the program?

Repurchases may occur through open market or privately negotiated transactions, accelerated share repurchases, block purchases, or pursuant to one or more Rule 10b5-1 plans.

Where does ZipRecruiter disclose material investor information?

ZipRecruiter announces material information via SEC filings, its Investor Relations website, press releases, public calls/webcasts, X, Facebook, and LinkedIn.