ZIP Form 4: Timothy Yarbrough Disposes of Class A Shares; 10b5-1 Plan Cited

Rhea-AI Filing Summary

ZipRecruiter insider sale by EVP/CFO Timothy G. Yarbrough. The Form 4 shows Mr. Yarbrough executed sales of Class A common stock on 09/05/2025 under a Rule 10b5-1 trading plan adopted 09/12/2024. The filing reports a weighted-average price of $5.0489 for 5,803 shares sold (priced between $4.93 and $5.33) and separately reports a disposition of 293,506 Class A shares. After the reported transactions, the filing shows 87,562 shares beneficially owned indirectly through the Yarbrough Family Trust, of which he is co-trustee. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-established trading instructions adopted on 09/12/2024
• Weighted-average price disclosed for the 5,803-share sale ($5.0489) with stated execution price range ($4.93 to $5.33)
• Beneficial ownership transparency showing 87,562 shares held indirectly via the Yarbrough Family Trust

Negative

• Significant disposition reported of 293,506 Class A shares (no per-share price provided for that line in the filing)
• Insider sale by the EVP/CFO may be viewed unfavorably by some investors despite being under a 10b5-1 plan

Insights

Financial Analyst

TL;DR: Insider sales executed under a 10b5-1 plan reduce the reporting person's direct holdings but are compliant with a pre-established plan.

The disclosure indicates sales on 09/05/2025 conducted pursuant to a Rule 10b5-1 plan adopted 09/12/2024, including a weighted-average sale of 5,803 shares at $5.0489 and a separate reported disposition of 293,506 shares. The filing states remaining indirect beneficial ownership of 87,562 shares held in a family trust. From a financial perspective, these are clear compliance-driven dispositions; the filing does not provide context on company valuation, timing rationale, or any change to compensation or role.

Corporate Governance Expert

TL;DR: Disclosure follows required formats and cites a 10b5-1 plan, with holdings held indirectly via a family trust.

The Form 4 properly notes the reporting person’s relationship as EVP and CFO and discloses that certain shares are held of record by the Yarbrough Family Trust, of which the reporting person is co-trustee. The filing includes an explanation that prices shown are weighted averages and offers to provide detailed execution pricing if requested. No amendments or unusual reporting practices are evident from the document.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

YARBROUGH TIMOTHY G.

(Last) (First) (Middle)

C/O ZIPRECRUITER, INC.

3000 OCEAN PARK BLVD., SUITE 3000

(Street)

SANTA MONICA CA 90405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/05/2025		S(1)		5,803	D	$5.0489(2)	87,562	I	See footnote(3)
Class A Common Stock								293,506	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.93 to $5.33 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. These shares are held of record by the Yarbrough Family Trust dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee.

Remarks:

	/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person	09/08/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What did ZipRecruiter (ZIP) insider Timothy G. Yarbrough sell on 09/05/2025?

The Form 4 reports sales on 09/05/2025 including a weighted-average sale of 5,803 shares at $5.0489 (prices ranged $4.93–$5.33) and a separate reported disposition of 293,506 Class A shares.

Were the sales by the ZipRecruiter insider part of a pre-arranged plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/12/2024.

How many ZipRecruiter shares does the reporting person still beneficially own?

The Form 4 shows 87,562 shares beneficially owned indirectly following the reported transactions, held of record by the Yarbrough Family Trust.

What is the relationship of the reporting person to ZipRecruiter?

The reporting person, Timothy G. Yarbrough, is listed as an EVP, Chief Financial Officer and is co-trustee of the Yarbrough Family Trust.

Does the filing provide exact prices for all reported dispositions?

No. The filing discloses a weighted-average price and range for the 5,803-share sale but does not list a per-share price for the separate 293,506-share disposition in the table.