ZipRecruiter (ZIP) CEO exercises RSUs, surrenders 33,407 shares for taxes

Rhea-AI Filing Summary

ZIPRECRUITER, INC. chief executive officer Ian H. Siegel reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On June 15, 2026, he exercised RSUs to acquire a total of 65,656 shares of Class A Common Stock at a conversion price of $0.00 per share.

On the same date, 33,407 shares of Class A Common Stock were relinquished to the company at $3.61 per share to satisfy federal and state tax withholding obligations. The filing states these shares were cancelled by the issuer and were not sold in the market. Following these transactions, Siegel directly owned 143,401 shares of Class A Common Stock. The RSUs referenced in the filing vest in quarterly installments of 1/16 of the total shares, beginning on March 15, 2024, March 15, 2025, and March 15, 2026, subject to his continued service.

Insider Trade Summary

65,656 shares exercised/converted

Mixed 7 txns

Insider SIEGEL IAN H.

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	25,862	$0.00	--
Exercise	Restricted Stock Units	25,556	$0.00	--
Exercise	Restricted Stock Units	14,238	$0.00	--
Exercise	Class A Common Stock	25,862	$0.00	--
Exercise	Class A Common Stock	25,556	$0.00	--
Exercise	Class A Common Stock	14,238	$0.00	--
Tax Withholding	Class A Common Stock	33,407	$3.61	$121K

Holdings After Transaction: Restricted Stock Units — 155,172 shares (Direct, null); Class A Common Stock — 137,014 shares (Direct, null)

Footnotes (1)

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 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. RSUs do not expire; they either vest or are canceled prior to 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. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2026 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Key Figures

RSUs exercised into shares: 65,656 shares Shares surrendered for taxes: 33,407 shares Tax-withholding price: $3.61 per share +5 more

8 metrics

RSUs exercised into shares 65,656 shares Class A Common Stock acquired via RSU conversion on June 15, 2026

Shares surrendered for taxes 33,407 shares Relinquished to issuer at $3.61 per share for tax withholding

Tax-withholding price $3.61 per share Value used for 33,407-share tax-withholding disposition

Shares owned after transactions 143,401 shares Direct Class A Common Stock holdings following June 15, 2026 activity

First RSU tranche size 14,238 units RSUs converted into Class A Common Stock

Second RSU tranche size 25,556 units RSUs converted into Class A Common Stock

Third RSU tranche size 25,862 units RSUs converted into Class A Common Stock

RSU vesting schedule 1/16 quarterly Beginning on March 15, 2024, March 15, 2025, and March 15, 2026

Key Terms

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

5 terms

Restricted Stock Units financial

"The RSUs vest as to 1/16 of the total shares quarterly"

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

"a 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"

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Form 4 Insider Transactions: What Each Field Means →

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^*

SIEGEL IAN H.

(Last) (First) (Middle)

C/O ZIPRECRUITER, INC.

3000 OCEAN PARK BLVD., SUITE 3000

(Street)

SANTA MONICA CALIFORNIA 90405

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		M		25,862	A	$0	137,014	D
Class A Common Stock	06/15/2026		M		25,556	A	$0	162,570	D
Class A Common Stock	06/15/2026		M		14,238	A	$0	176,808	D
Class A Common Stock	06/15/2026		F(1)		33,407	D	$3.61	143,401	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)	06/15/2026		M			25,862	(3)	(4)	Class A Common Stock	25,862	$0(2)	155,172	D
Restricted Stock Units	$0(2)	06/15/2026		M			25,556	(5)	(4)	Class A Common Stock	25,556	$0(2)	255,560	D
Restricted Stock Units	$0(2)	06/15/2026		M			14,238	(6)	(4)	Class A Common Stock	14,238	$0(2)	199,324	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 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.

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

5. 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.

6. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2026 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Michael Johnson, Attorney-in-Fact for Reporting Person	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ZIP CEO Ian H. Siegel report on this Form 4?

Ian H. Siegel reported RSU-related transactions on June 15, 2026. He exercised RSUs into 65,656 shares of Class A Common Stock and relinquished 33,407 shares back to ZipRecruiter to cover tax withholding obligations tied to RSU vesting.

Did ZIP CEO Ian H. Siegel sell shares of ZipRecruiter stock in the open market?

The Form 4 states Siegel did not sell shares in the open market. Instead, 33,407 shares were surrendered to the issuer and cancelled in exchange for the company paying his federal and state tax withholding obligations from RSU vesting.

How many ZipRecruiter shares does the CEO own after these Form 4 transactions?

After the reported transactions, Ian H. Siegel directly owned 143,401 shares of ZipRecruiter Class A Common Stock. This figure reflects his direct holdings following the RSU exercises and the tax-withholding share relinquishment described in the Form 4 filing.

What is the purpose of the 33,407 ZipRecruiter shares disposed of by the CEO?

The 33,407 shares were relinquished and cancelled to pay tax obligations arising from RSU vesting. According to the filing, the issuer agreed to cover Siegel’s federal and state tax withholding in exchange for these shares under Section 16b-3(e) and Rule 16b-3.

How do Ian H. Siegel’s RSUs in ZipRecruiter vest over time?

The RSUs vest in 1/16 quarterly installments, beginning on March 15, 2024, March 15, 2025, and March 15, 2026, respectively. Vesting continues each quarter, subject to Siegel’s continued service with ZipRecruiter on each vesting date.

What does it mean that each RSU equals one share of ZipRecruiter Class A stock?

Each RSU represents a contingent right to receive one share of ZipRecruiter Class A Common Stock upon settlement. When RSUs vest, they convert into actual shares, which may then be delivered to the executive, subject to any tax-withholding arrangements.