ZipRecruiter (NYSE: ZIP) repurchases $295 million of 5% 2030 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ZipRecruiter, Inc. announced privately negotiated agreements to repurchase approximately $295 million in principal amount of its 5% senior unsecured notes due 2030 for approximately $230 million in cash, plus accrued interest, capturing a $65 million discount to par value.
After these transactions, approximately $255 million of the notes will remain outstanding from the originally issued $550 million, continuing to bear interest at 5% per year and maturing in January 2030. The company states that retiring over half of its outstanding debt at a discount should reduce its debt burden while preserving what it describes as a strong cash balance and enhancing its financial flexibility.
Positive
- Material debt reduction at a discount: ZipRecruiter is repurchasing approximately $295 million in principal of its 5% senior unsecured notes due 2030 for about $230 million in cash, realizing a $65 million discount to par and retiring over half of the originally issued $550 million.
- Lower ongoing interest burden: After the transactions, only approximately $255 million principal of the notes will remain outstanding at a 5% coupon to January 2030, which should reduce future interest expense compared with maintaining the full $550 million balance.
Negative
- None.
Insights
ZipRecruiter is retiring over half its 5% 2030 notes at a $65M discount, improving leverage and interest costs.
ZipRecruiter agreed to repurchase approximately $295 million principal of its 5% senior unsecured notes due 2030 for about $230 million in cash, a $65 million discount to par. This meaningfully reduces gross debt while locking in an immediate economic gain versus face value.
Following completion, about $255 million of the original $550 million issuance will remain, still accruing interest at 5% annually until maturity in January 2030. Using balance sheet cash to retire debt lowers future interest expense but also reduces cash holdings, so the net benefit depends on future operating performance and capital needs.
The company characterizes this as preserving a strong cash position and enhancing financial flexibility. Investors can look to subsequent quarterly reports covering periods after June 30, 2026 for details on updated cash balances, interest expense, and leverage metrics following these repurchases.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Notes repurchased (principal): approximately $295 million
Cash paid for repurchase: approximately $230 million
Discount to par value: $65 million
+5 more
8 metrics
Notes repurchased (principal)
approximately $295 million
Aggregate principal amount of 5% senior unsecured notes to be repurchased
Cash paid for repurchase
approximately $230 million
Cash consideration, plus accrued and unpaid interest, funded from balance sheet
Discount to par value
$65 million
Difference between principal amount repurchased and cash price paid
Notes remaining outstanding
approximately $255 million
Principal amount of 5% notes remaining after repurchase transactions
Original notes issuance
$550 million
Originally issued principal amount of 5% senior unsecured notes due 2030
Coupon rate
5% per annum
Interest rate on senior unsecured notes due 2030
Maturity date
January 2030
Scheduled maturity of remaining 5% senior unsecured notes
Expected final closing date
on or prior to June 30, 2026
Timeline for final closings of the repurchase transactions
Key Terms
senior unsecured notes, privately negotiated repurchase agreements, par value, aggregate principal amount, +2 more
6 terms
senior unsecured notes financial
"its 5% senior unsecured notes due 2030 (the “Notes”)"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
privately negotiated repurchase agreements financial
"entered into separate, privately negotiated repurchase agreements with certain holders"
A privately negotiated repurchase agreement is a short-term, collateralized loan arranged directly between two parties in which one party sells securities to the other with a promise to buy them back at a set price and date. Think of it like a private pawn-shop loan using bonds as collateral; it matters to investors because the deal’s safety and cost depend on the counterparty, the quality of collateral and the agreed buyback terms, affecting liquidity and credit exposure.
par value financial
"representing a $65 million discount to par value"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
aggregate principal amount financial
"to repurchase approximately $295 million in aggregate principal amount of the Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
forward-looking statements regulatory
"This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
capital structure financial
"With a stronger capital structure, we believe ZipRecruiter is well positioned"
Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.
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): June 25, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| | |||||||||||||||||
| (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 | ||||||
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 7.01 Regulation FD Disclosure.
On June 25, 2026, ZipRecruiter, Inc. (the “Company”) issued a press release announcing it has entered into separate, privately negotiated repurchase agreements with certain holders of its 5% senior unsecured notes due 2030 (the “Notes”) to repurchase approximately $295 million in aggregate principal amount of the Notes for approximately $230 million (plus accrued and unpaid interest to, but excluding, the applicable closing date). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | Press Release, dated June 25, 2026. | |||||||
| 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: June 25, 2026 | By: | /s/ David Travers | ||||||
| David Travers | ||||||||
| President and interim Chief Financial Officer | ||||||||
Exhibit 99.1
ZipRecruiter Announces Partial Repurchase of Senior Notes
Repurchases $295 million in principal amount of 5% Senior Notes due 2030
Captures significant discount on principal and maintains strong cash position
SANTA MONICA, Calif., June 25, 2026 – ZipRecruiter® (NYSE: ZIP), a leading online employment marketplace, today announced it has entered into separate, privately negotiated repurchase agreements with certain holders of its 5% senior unsecured notes due 2030 (the “Notes”) to repurchase approximately $295 million in aggregate principal amount of the Notes for approximately $230 million (plus accrued and unpaid interest to, but excluding, the applicable closing date), representing a $65 million discount to par value. The Notes repurchase transactions will be paid in cash from the Company’s balance sheet. Moelis & Company LLC acted as financial advisor, and Latham & Watkins LLP acted as legal advisor, to ZipRecruiter in connection with the transactions.
The repurchases are closing on a rolling basis, with the final closings expected to occur on or prior to June 30, 2026, subject to the satisfaction of customary closing conditions. Following the Notes repurchase transactions, approximately $255 million principal amount of the Notes will remain outstanding from the originally issued principal amount of $550 million. The remaining debt will continue to accrue interest at a rate of 5% per annum and will mature in January 2030.
“The debt repurchases announced today allow ZipRecruiter to retire over half of our outstanding debt at a significant discount to par value, meaningfully reducing our debt burden while preserving a strong cash balance,” said Ian Siegel, CEO of ZipRecruiter. “This transaction reflects our disciplined and opportunistic approach to capital allocation and enhances our financial flexibility. With a stronger capital structure, we believe ZipRecruiter is well positioned to continue investing in growth, win in the AI era, and capture market share over the coming years.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release shall not constitute an offer to purchase, or a redemption notice for, any of the Company’s outstanding Notes.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the amount of the Notes to be repurchased, the amount of the Notes to remain outstanding following completion of the Notes repurchase transactions, the expected timeline to complete the Notes repurchase transactions, our enhanced capital structure, our ability to continue investing in growth, win in the AI era and capture market share, and other statements that reflect ZipRecruiter’s current expectations and projections with respect to, among other things, its financial condition, results of operations, plans, objectives, future performance, and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including: our ability to complete the Notes repurchase transactions on the timeline described herein or at all, our ability to attract and retain employers and job seekers; our ability to compete with well-established competitors and new entrants; our ability to achieve and/or maintain profitability; our ability to maintain, protect and enhance our brand and intellectual property; our dependence on macroeconomic factors, including potential unfavorable changes in U.S. trade or other policies, such as U.S. tariff policies, and the potential negative economic consequences thereof; our ability to maintain and improve the quality of our platform; our dependence on the interoperability of our platform with mobile operating systems that we do not control; our ability to successfully implement our business plan during a global economic downturn that may impact the demand for our services or have a material adverse impact on our and our business partners’
financial condition and results of operations; our ability and the ability of third parties to protect our users’ personal or other data from a security breach and to comply with laws and regulations relating to consumer data privacy and data protection; our ability to detect errors, defects or disruptions in our platform; our ability to comply with the terms of underlying licenses of open source software components on our platform; our ability to expand into markets outside the United States; our ability to achieve desired operating margins; our compliance with a wide variety of U.S. and international laws and regulations; our reliance on Amazon Web Services; our ability to mitigate payment and fraud risks; our dependence on our senior management and our ability to attract and retain new talent; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the twelve months ended December 31, 2025 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, each filed with the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. ZipRecruiter does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.
About ZipRecruiter
ZipRecruiter® (NYSE: ZIP) is a leading online employment marketplace that actively connects people to their next great opportunity. ZipRecruiter’s powerful matching technology improves the job search experience for job seekers and helps businesses of all sizes find and hire the right candidates quickly. ZipRecruiter has been the #1 rated job search app on iOS & Android for the past nine years1 and is rated the #1 job site by G2.2 For more information, visit www.ziprecruiter.com.
1Based on job seeker app ratings, during the period of January 2017 to January 2026 from AppFollow for ZipRecruiter, Glassdoor, Indeed, LinkedIn, and Monster.
2Based on G2 satisfaction ratings in N. America as of January 12, 2026.
CONTACTS
Investors:
Emilio Sartori
Investor Relations
ir@ziprecruiter.com
Corporate Communications:
Claire Walsh
Press Relations
press@ziprecruiter.com
FAQ
What debt repurchase did ZipRecruiter (ZIP) announce in this 8-K?
ZipRecruiter announced privately negotiated agreements to repurchase approximately $295 million in principal amount of its 5% senior unsecured notes due 2030 for approximately $230 million in cash, plus accrued and unpaid interest, representing a $65 million discount to par value.
How much of ZipRecruiter’s 5% senior notes will remain outstanding after the repurchases?
After completing the repurchase transactions, approximately $255 million principal amount of ZipRecruiter’s 5% senior unsecured notes due 2030 will remain outstanding, compared with the originally issued principal amount of $550 million, according to the company’s description in the press release.
How is ZipRecruiter funding the repurchase of its senior notes?
ZipRecruiter states the notes repurchase transactions will be paid in cash from the company’s balance sheet. Management describes this as retiring over half of its outstanding debt at a discount while still preserving what it calls a strong cash position for ongoing operations and investment.
What are the key terms of ZipRecruiter’s remaining senior notes after the transaction?
Following the repurchases, ZipRecruiter expects about $255 million principal of its 5% senior unsecured notes to remain. These notes will continue to accrue interest at 5% per annum and are scheduled to mature in January 2030, consistent with the original issuance terms.
When are ZipRecruiter’s senior note repurchase transactions expected to close?
The company states that the repurchases are closing on a rolling basis, with final closings expected to occur on or prior to June 30, 2026, subject to the satisfaction of customary closing conditions associated with these privately negotiated transactions.
How does ZipRecruiter describe the strategic impact of its debt repurchases?
CEO Ian Siegel says the repurchases allow ZipRecruiter to retire over half of its outstanding debt at a significant discount, reduce its debt burden, and enhance financial flexibility, supporting continued investment in growth and efforts to compete and capture market share in the emerging AI era.