ZipRecruiter insider filing: RSU vesting and tax-withholding share surrender
Rhea-AI Filing Summary
Boris F. Shimanovsky, EVP & Chief Technology Officer of ZipRecruiter, Inc. (ZIP), reported multiple vesting-related transactions dated 09/15/2025. The filing shows grant-related acquisitions of Class A common stock via restricted stock units (RSUs): 6,250; 7,140; 11,206; and 20,444 shares (all recorded with transaction code M, $0 price). A separate exempt disposition (code F(1)) shows 15,578 shares relinquished at $4.90 per share to satisfy federal and state tax withholding obligations arising from RSU vesting. Following the reported transactions, beneficial ownership totals reported for the reporting person range from 318,856 to 357,646 shares across the entries. The Form 4 states the disposition was exempt under Section 16b-3(e) and that RSUs represent contingent rights to one share each, vesting in quarterly installments as described.
Positive
- RSU vesting increases insider alignment as multiple restricted stock units converted into beneficial ownership on the reporting date
- Disposition to cover taxes was processed under an exempt Section 16b-3(e) method, indicating routine compensation withholding rather than an open-market sale
Negative
- 15,578 shares were relinquished and cancelled to satisfy tax withholding obligations, reducing the net incremental shares retained by the reporting person
Insights
TL;DR: Routine executive RSU vesting with tax withholding; no sale for cash and modest net increase in reported holdings.
The Form 4 documents scheduled RSU vesting and related mechanics rather than an open-market sale. Multiple RSU tranches converted into beneficial ownership (6,250; 7,140; 11,206; 20,444 shares), while 15,578 shares were relinquished at $4.90 to cover taxes under an exempt Section 16b-3(e) procedure. These are compensation-related events that increase near-term vested insider alignment with shareholder outcomes but include standard share-withholding for taxes. There is no indication of voluntary cash sale activity by the reporting person in this filing.
TL;DR: Governance mechanics functioning as intended: RSUs vest per schedule and tax withholding was executed via share cancellation.
The disclosure details standard equity compensation vesting schedules and the issuer's payment of tax withholding by accepting surrendered shares, described as cancelled by the issuer. The filing clarifies vesting cadence (quarterly installments across multiple grant vintages) and confirms the exempt nature of the withholding transaction. From a governance perspective, these actions are procedural and consistent with typical executive compensation administration.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,250 | $0.00 | -- |
| Exercise | Restricted Stock Units | 7,140 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,206 | $0.00 | -- |
| Exercise | Restricted Stock Units | 20,444 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 7,140 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,206 | $0.00 | -- |
| Exercise | Class A Common Stock | 20,444 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 15,578 | $4.90 | $76K |
Footnotes (1)
- Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on December 15, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to vesting date. The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2025 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
