[Form 4] ZIPRECRUITER, INC. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Garefis Amy

(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 People 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		6,250	A	$0	212,180	D
Class A Common Stock	09/15/2025		M		5,237	A	$0	217,417	D
Class A Common Stock	09/15/2025		M		1,337	A	$0	218,754	D
Class A Common Stock	09/15/2025		M		4,553	A	$0	223,307	D
Class A Common Stock	09/15/2025		M		5,841	A	$0	229,148	D
Class A Common Stock	09/15/2025		F(1)		11,994	D	$4.9	217,154	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
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			5,237	(5)	(4)	Class A Common Stock	5,237	$0(2)	26,185	D
Restricted Stock Units	$0(2)	09/15/2025		M			1,337	(6)	(4)	Class A Common Stock	1,337	$0(2)	5,348	D
Restricted Stock Units	$0(2)	09/15/2025		M			4,553	(7)	(4)	Class A Common Stock	4,553	$0(2)	40,977	D
Restricted Stock Units	$0(2)	09/15/2025		M			5,841	(8)	(4)	Class A Common Stock	5,841	$0(2)	75,927	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 March 15, 2022 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 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.

6. 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.

7. 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.

8. 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.

FAQ

What transactions did ZipRecruiter insider Amy Garefis report on Form 4 (ZIP)?

The Form 4 reports RSU vesting on 09/15/2025 and acquisitions of Class A Common Stock totaling multiple tranches (6,250; 5,237; 1,337; 4,553; 5,841 shares) and a disposition of 11,994 shares to cover tax withholding.

Why were 11,994 shares disposed of in the Form 4 for ZIP?

The 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 arising from RSU vesting.

Do the RSUs reported in the ZIP Form 4 expire or how do they settle?

The filing states each RSU represents a contingent right to receive one share upon settlement; RSUs do not expire but either vest (and settle) or are cancelled prior to vesting.

What vesting schedules are disclosed for the RSUs in the ZIP filing?

The RSUs vest in scheduled quarterly tranches, generally as to 1/16 of the total shares each quarter beginning on specified March 15 start dates between 2022 and 2025, subject to continued service.

Did the reporting person sell shares on the open market according to this Form 4?

No. The filing explicitly states the reporting person did not sell or otherwise dispose of any shares except to cover required taxes.