ZIP Form 4: Amy Garefis RSU Settlements and Tax Withholding Details
Rhea-AI Filing Summary
Amy Garefis, EVP and Chief People Officer of ZipRecruiter (ZIP), reported equity transactions dated 09/15/2025. Multiple restricted stock units (RSUs) vested and were recorded as acquisitions of Class A Common Stock in amounts of 6,250; 5,237; 1,337; 4,553; and 5,841 shares. Separately, 11,994 shares were relinquished and cancelled in an exempt transaction under Section 16b-3(e) so the issuer could pay the reporting persons federal and state tax withholding obligations related to RSU vesting. The filing shows the RSUs represent contingent rights to receive one share each upon settlement and describes the scheduled quarterly vesting tranches. The Reporting Person did not sell shares for any reason other than to cover required taxes.
Positive
- Multiple RSU vesting events were recorded with specific share amounts converting to Class A Common Stock on 09/15/2025
- Filing cites exempt withholding treatment under Section 16b-3(e), indicating tax-related share relinquishment was handled per permitted procedures
Negative
- 11,994 shares were relinquished and cancelled to cover federal and state tax withholding, reducing the reporting persons net share increase from the vested RSUs
Insights
TL;DR: Executive received multiple RSU settlements on 09/15/2025 and relinquished 11,994 shares to cover tax withholding.
The Form 4 documents vesting-related equity activity rather than open-market trading. Several RSU awards converted to Class A Common Stock in discrete tranches totaling 23,218 shares acquired on 09/15/2025 across multiple grants, while 11,994 shares were relinquished and canceled to satisfy tax withholding under an exempt Section 16b-3(e) mechanism. This transaction reduces the reporting persons net share increase from the vested awards by the withheld amount. The filing provides specific per-grant share counts and confirms vesting schedules for the underlying RSUs.
TL;DR: Transactions reflect routine RSU vesting and permitted share withholding for taxes, documented under exemptions allowed by Section 16b-3(e).
The Form 4 discloses series of RSU vesting events with detailed vesting schedules and an explicit explanation that shares were relinquished to the issuer for tax withholding and canceled. The filing is procedurally complete: it identifies the reporting persons role, shows ownership after transactions, and cites the exempt transaction provision. There are no indications of open-market sales, pledges, or derivative exercises beyond RSU settlement and withholding as described.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,250 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,237 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,337 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,553 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,841 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,237 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,337 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,553 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,841 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 11,994 | $4.90 | $59K |
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 March 15, 2022 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 of 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, 2023 until fully vested, with the first two vesting tranches scheduled to settle on March 15, 2023, 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.
