ZipRecruiter (NYSE: ZIP) CTO settles 45,040 RSUs, uses 15,578 shares for taxes

Q: What did ZIP's CTO Boris Shimanovsky report in this Form 4?

Boris Shimanovsky reported settlement of 45,040 RSUs into an equal number of Class A shares and a tax-withholding disposition of 15,578 shares at $4.90 per share, all related to RSU vesting, not market sales.

Q: Were any of the ZIP shares in this Form 4 sold on the open market?

No. The 15,578 shares reported as disposed were relinquished to ZipRecruiter and cancelled in exchange for payment of the CTO's federal and state tax withholding obligations arising from RSU vesting, under an exempt transaction pursuant to Section 16b-3(e) .

Q: What are the vesting terms of the RSUs reported by ZIP's CTO?

The RSUs vest and settle quarterly as to 1/16 of each grant, beginning on specific dates— December 15, 2021 , March 15, 2023 , March 15, 2024 , and March 15, 2025 —subject to the CTO's continued service with ZipRecruiter.

Q: How do ZIP restricted stock units work for the CTO's grants?

Each RSU represents a contingent right to receive one Class A share upon settlement. RSUs either vest or are canceled ; they do not expire, and the reported grants vest quarterly in 1/16 increments over time, conditioned on continued service.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ZIPRECRUITER, INC. reported that EVP and Chief Technology Officer Boris F. Shimanovsky settled 45,040 restricted stock units on September 15, 2025, delivering an equal number of Class A common shares. To cover federal and state tax withholding from this vesting, 15,578 shares were relinquished to the company at $4.90 per share and cancelled, rather than sold in the market. After these transactions he holds 342,068 Class A common shares and 402,322 RSUs directly, with several RSU grants vesting quarterly in 1/16 increments from December 15, 2021 through March 15, 2025.

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

Net Buyer: 29,462 shares

Net Buy 9 txns

Insider SHIMANOVSKY BORIS F.

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,250	$0.00	$0.00
Exercise	Restricted Stock Units	7,140	$0.00	$0.00
Exercise	Restricted Stock Units	11,206	$0.00	$0.00
Exercise	Restricted Stock Units	20,444	$0.00	$0.00
Exercise	Class A Common Stock	6,250	$0.00	$0.00
Exercise	Class A Common Stock	7,140	$0.00	$0.00
Exercise	Class A Common Stock	11,206	$0.00	$0.00
Exercise	Class A Common Stock	20,444	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	15,578	$4.90	$76K

Holdings After Transaction: Restricted Stock Units — 402,322 shares (Direct); Class A Common Stock — 342,068 shares (Direct)

Footnotes (7)

F1. 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.
F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F3. 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.
F4. RSUs do not expire; they either vest or are canceled prior to vesting date.
F5. 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.
F6. 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.
F7. 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.

Key Figures

RSUs settled: 45,040 RSUs Tax-withholding shares: 15,578 shares Tax-withholding price: $4.90 per share +3 more

6 metrics

RSUs settled 45,040 RSUs Restricted stock units settled into Class A common stock on September 15, 2025

Tax-withholding shares 15,578 shares Shares relinquished and cancelled to satisfy tax withholding obligations at vesting

Tax-withholding price $4.90 per share Per-share value used for the 15,578 shares delivered for tax obligations

Post-transaction RSU holdings 402,322 RSUs Direct RSU holdings of the CTO after the reported transactions

Post-transaction common shares 342,068 shares Direct Class A common stock holdings of the CTO after the reported transactions

RSU vesting fraction 1/16 per quarter Each RSU grant vests and is scheduled to settle in 16 quarterly installments

Key Terms

Restricted Stock Units, Section 16b-3(e), Rule 16b-3, tax withholding obligations, +1 more

5 terms

Restricted Stock Units financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability"

Rule 16b-3 regulatory

"security issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"in exchange for the Issuer's agreement to pay federal and state tax withholding obligations"

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/17/2025 - 06:58 PM

FAQ

What did ZIP's CTO Boris Shimanovsky report in this Form 4?

Boris Shimanovsky reported settlement of 45,040 RSUs into an equal number of Class A shares and a tax-withholding disposition of 15,578 shares at $4.90 per share, all related to RSU vesting, not market sales.

How many ZIP Class A shares and RSUs does the CTO hold after these transactions?

Following the September 15, 2025 transactions, Boris Shimanovsky directly holds 342,068 shares of ZIP Class A common stock and 402,322 restricted stock units (RSUs), reflecting his remaining equity stake after settling part of his RSU awards and covering tax obligations.

Were any of the ZIP shares in this Form 4 sold on the open market?

No. The 15,578 shares reported as disposed were relinquished to ZipRecruiter and cancelled in exchange for payment of the CTO's federal and state tax withholding obligations arising from RSU vesting, under an exempt transaction pursuant to Section 16b-3(e).

What are the vesting terms of the RSUs reported by ZIP's CTO?

The RSUs vest and settle quarterly as to 1/16 of each grant, beginning on specific dates—December 15, 2021, March 15, 2023, March 15, 2024, and March 15, 2025—subject to the CTO's continued service with ZipRecruiter.

How do ZIP restricted stock units work for the CTO's grants?

Each RSU represents a contingent right to receive one Class A share upon settlement. RSUs either vest or are canceled; they do not expire, and the reported grants vest quarterly in 1/16 increments over time, conditioned on continued service.

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).

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^*

SHIMANOVSKY BORIS F.

(Last)

(First)

(Middle)

C/O ZIPRECRUITER, INC.

3000 OCEAN PARK BLVD., SUITE 3000

(Street)

SANTA MONICA

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2025		M		6,250	A	$0	318,856	D
Class A Common Stock	09/15/2025		M		7,140	A	$0	325,996	D
Class A Common Stock	09/15/2025		M		11,206	A	$0	337,202	D
Class A Common Stock	09/15/2025		M		20,444	A	$0	357,646	D
Class A Common Stock	09/15/2025		F⁽¹⁾		15,578	D	$4.9	342,068	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽²⁾	09/15/2025		M			6,250	⁽³⁾	⁽⁴⁾	Class A Common Stock	6,250	$0⁽²⁾	0	D
Restricted Stock Units	$0⁽²⁾	09/15/2025		M			7,140	⁽⁵⁾	⁽⁴⁾	Class A Common Stock	7,140	$0⁽²⁾	35,700	D
Restricted Stock Units	$0⁽²⁾	09/15/2025		M			11,206	⁽⁶⁾	⁽⁴⁾	Class A Common Stock	11,206	$0⁽²⁾	100,854	D
Restricted Stock Units	$0⁽²⁾	09/15/2025		M			20,444	⁽⁷⁾	⁽⁴⁾	Class A Common Stock	20,444	$0⁽²⁾	265,768	D

Explanation of Responses:

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.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

3. 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.

4. RSUs do not expire; they either vest or are canceled prior to vesting date.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person	09/17/2025
	** 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.

Source: View Original Filing on SEC EDGAR