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

Rhea-AI Filing Summary

ZipRecruiter repurchased 1,639,345 shares of its Class A common stock at $4.27 per share from entities affiliated with Institutional Venture Partners (IVP), under a Share Repurchase Agreement dated August 21, 2025 and effected on August 25, 2025. The transaction was approved by the Audit Committee and completed under the companys existing share repurchase program.

After the repurchase, IVP and its affiliates continue to beneficially own over 6.7 million shares, or about 9% of ZipRecruiters outstanding Class A common stock. The company reports that approximately $132.2 million remains available for future repurchases under the Program.

Positive

• Executed share repurchase of 1,639,345 shares at $4.27 per share, reducing outstanding float
• Transaction approved by the Audit Committee, indicating formal governance review
• $132.2 million remains available under the existing repurchase program for future buybacks
• IVP retains approximately 9% ownership, and the company disclosed post-transaction holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: A modest, programed buyback executed with sizable remaining capacity; neutral near-term market impact.

The company repurchased 1.64 million shares at $4.27 each, reducing the public float and signaling managements willingness to deploy capital to support the stock. The repurchase was approved by the Audit Committee and fits within the pre-existing repurchase program, which still has about $132.2 million of capacity. The purchase left IVP with roughly 9% ownership, so this transaction did not materially change major ownership stakes. For investors, the action is supportive but not large enough relative to available capacity to be transformational.

Corporate Governance Expert

TL;DR: Governance procedures followed; transaction appears routine and compliant.

The repurchase was effected pursuant to a Share Repurchase Agreement and approved by the Audit Committee, indicating internal oversight. The disclosure specifies the counterpartys post-transaction ownership stake, which maintains transparency about insider/affiliate holdings. No governance red flags or change-in-control implications are disclosed. This reads as a standard execution under an announced program rather than a strategic shift.

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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 25, 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 8.01    Other Events.

On August 25, 2025, ZipRecruiter, Inc. (the “Company”) repurchased 1,639,345 shares of its Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), from certain entities affiliated with Institutional Venture Partners (“IVP”) at a purchase price of $4.27 per share, pursuant to a Share Repurchase Agreement entered into on August 21, 2025.

The transaction was approved by the Company’s Audit Committee and was effected pursuant to the Company’s existing share repurchase program (the “Program”). Following the repurchase, IVP and its affiliated entities remain the beneficial owner of over 6.7 million shares of Class A Common Stock, or approximately 9% of the outstanding Class A Common Stock. Following the repurchase, approximately $132.2 million remains available for future repurchases of Class A Common Stock under the Program.

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 25, 2025			By:			/s/ Timothy Yarbrough
						Timothy Yarbrough
						Executive Vice President, Chief Financial Officer

FAQ

What did ZipRecruiter (ZIP) repurchase on August 25, 2025?

ZipRecruiter repurchased 1,639,345 shares of its Class A common stock at $4.27 per share from entities affiliated with Institutional Venture Partners.

How much repurchase capacity remains under ZipRecruiters program?

Following the transaction, approximately $132.2 million remains available for future repurchases under the company's existing Program.

Did ZipRecruiter follow governance procedures for the repurchase?

Yes. The repurchase was approved by the company's Audit Committee and effected pursuant to a Share Repurchase Agreement dated August 21, 2025.

How did the repurchase affect IVPs ownership stake?

After the repurchase, IVP and its affiliated entities continue to beneficially own over 6.7 million shares, or about 9% of the outstanding Class A common stock.