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  4. [Form 3] ZIPRECRUITER, INC. Initial Statement of Beneficial Ownership

ZipRecruiter (NYSE: ZIP) details CFO stock awards vesting from 2027

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

ZIPRECRUITER, INC. (ZIP) reported an initial ownership statement for its EVP and Chief Financial Officer, Carmen Wai-Yan Chan, detailing equity awards tied to Class A Common Stock. The filing lists 150,000 Performance Stock Units and 500,000 Restricted Stock Units, each representing a contingent right to receive one share of Class A Common Stock upon settlement. Both awards are subject to service-based vesting, with 1/4 of the total shares scheduled to vest on September 15, 2027, then 1/16 of the total shares vesting quarterly thereafter until fully vested, contingent on continued service. The performance stock units also require achievement of specified stock price hurdles.

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Insider Chan Carmen Wai-Yan
Role EVP, Chief Financial Officer
Type Security Shares Price Value
holding Performance Stock Units F2, F1 -- -- --
holding Restricted Stock Units F5, F3, F4 -- -- --
Holdings After Transaction: Performance Stock Units — 150,000 shares (Direct); Restricted Stock Units — 500,000 shares (Direct)
Footnotes (5)
  1. F1. Subject to the achievement of certain specified stock price hurdles and service-based vesting requirements, the performance stock units will vest and are scheduled to settle as of 1/4 of the total shares beginning on September 15, 2027, then 1/16 of the total shares quarterly thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
  2. F2. Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  3. F3. The Restricted Stock Unit(s) ("RSU(s)") vest and are scheduled to settle as of 1/4 of the total shares beginning on September 15, 2027, then 1/16 of the total shares quarterly thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
  4. F4. RSUs do not expire; they either vest or are canceled prior to vesting date.
  5. F5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
Performance Stock Units underlying shares 150,000 shares of Class A Common Stock Underlying shares for Performance Stock Units held directly by the CFO
Restricted Stock Units underlying shares 500,000 shares of Class A Common Stock Underlying shares for Restricted Stock Units held directly by the CFO
Initial vesting date September 15, 2027 1/4 of total PSUs and RSUs scheduled to vest on this date
Quarterly vesting fraction 1/16 of total shares quarterly PSUs and RSUs vest 1/16 of total shares each quarter after initial vesting date
Share conversion ratio for PSUs 1 PSU : 1 share of Class A Common Stock Each Performance Stock Unit represents a contingent right to one share upon settlement
Share conversion ratio for RSUs 1 RSU : 1 share of Class A Common Stock Each Restricted Stock Unit represents a contingent right to one share upon settlement
Performance Stock Units financial
"Subject to the achievement of certain specified stock price hurdles and service-based vesting requirements, the performance stock units will vest"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Unit(s) ("RSU(s)") financial
"The Restricted Stock Unit(s) ("RSU(s)") vest and are scheduled to settle as of 1/4 of the total shares"
contingent right financial
"Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock"
service-based vesting requirements financial
"Subject to the achievement of certain specified stock price hurdles and service-based vesting requirements, the performance stock units will vest"
settle financial
"The Restricted Stock Unit(s) ("RSU(s)") vest and are scheduled to settle as of 1/4 of the total shares"

FAQ

What did ZIP (ZipRecruiter, Inc.) disclose about Carmen Chan’s equity awards in this Form 3?
ZIP disclosed that Carmen Wai-Yan Chan holds 150,000 Performance Stock Units and 500,000 Restricted Stock Units, each convertible into Class A Common Stock, subject to vesting schedules and, for performance units, stock price hurdles and continued service requirements.

How many Performance Stock Units does ZIP’s CFO hold according to the Form 3?
The CFO, Carmen Wai-Yan Chan, holds 150,000 Performance Stock Units, each representing a contingent right to receive one share of ZIP’s Class A Common Stock upon settlement, subject to specified stock price hurdles and service-based vesting conditions.

How many Restricted Stock Units are reported for ZIP (ZIP) CFO Carmen Chan?
Carmen Wai-Yan Chan is reported to hold 500,000 Restricted Stock Units, with each RSU representing a contingent right to receive one share of Class A Common Stock upon settlement, subject to a time-based vesting schedule and continued service.

What is the vesting schedule for ZIP’s Performance Stock Units and RSUs reported in this Form 3?
Both the Performance Stock Units and RSUs vest as follows: 1/4 of the total shares on September 15, 2027, then 1/16 of the total shares quarterly thereafter until fully vested, subject to the reporting person’s continued service to ZipRecruiter on each vesting date.

Do ZIP’s Performance Stock Units and RSUs in this filing require any performance conditions?
The Performance Stock Units require achievement of specified stock price hurdles and service-based vesting. The Restricted Stock Units are subject to service-based vesting only, and RSUs do not expire; they either vest or are canceled prior to the vesting date.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Chan Carmen Wai-Yan
(Last)(First)(Middle)
C/O ZIPRECRUITER, INC.
3000 OCEAN PARK BLVD., SUITE 3000
(Street)
SANTA MONICA CALIFORNIA 90405
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2026		3. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units (1) (1)Class A Common Stock150,000(2)D
Restricted Stock Units (3) (4)Class A Common Stock500,000(5)D
Explanation of Responses:
1. Subject to the achievement of certain specified stock price hurdles and service-based vesting requirements, the performance stock units will vest and are scheduled to settle as of 1/4 of the total shares beginning on September 15, 2027, then 1/16 of the total shares quarterly thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
2. Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
3. The Restricted Stock Unit(s) ("RSU(s)") vest and are scheduled to settle as of 1/4 of the total shares beginning on September 15, 2027, then 1/16 of the total shares quarterly thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
4. RSUs do not expire; they either vest or are canceled prior to vesting date.
5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Michael Johnson, Attorney-in-Fact for Reporting Person08/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR