ZipRecruiter, Inc. (ZIP) CFO discloses RSU vesting and tax share withholding

Rhea-AI Filing Summary

ZipRecruiter, Inc.'s EVP and Chief Financial Officer reported RSU vesting and related share withholding. On 12/15/2025, restricted stock units converted into 11,578, 11,072 and 13,144 shares of Class A Common Stock at a price of $0 per share. To cover federal and state tax withholding from this vesting, 17,032 shares were relinquished and canceled at $5.2 per share, with no open-market sale by the executive. After these transactions, the executive beneficially owns 334,306 Class A shares directly and 72,414 shares indirectly through the Yarbrough Family Trust dated March 23, 2017. The underlying RSUs vest quarterly in 1/16 increments beginning on March 15 of 2023, 2024 and 2025, subject to 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

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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^*

YARBROUGH TIMOTHY G.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		11,578	A	$0	327,122	D
Class A Common Stock	12/15/2025		M		11,072	A	$0	338,194	D
Class A Common Stock	12/15/2025		M		13,144	A	$0	351,338	D
Class A Common Stock	12/15/2025		F(1)		17,032	D	$5.2	334,306	D
Class A Common Stock								72,414	I	See footnote(2)

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(3)	12/15/2025		M			11,578	(4)	(5)	Class A Common Stock	11,578	$0(3)	46,312	D
Restricted Stock Units	$0(3)	12/15/2025		M			11,072	(6)	(5)	Class A Common Stock	11,072	$0(3)	88,574	D
Restricted Stock Units	$0(3)	12/15/2025		M			13,144	(7)	(5)	Class A Common Stock	13,144	$0(3)	157,724	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. These shares are held of record by the Yarbrough Family Trust dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee.

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

4. 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.

5. RSUs do not expire; they either vest or are canceled prior to 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	12/17/2025
	** 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).
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FAQ

What insider transaction did ZipRecruiter (ZIP) report for its CFO?

The EVP and Chief Financial Officer of ZipRecruiter, Inc. reported the vesting of restricted stock units (RSUs) on 12/15/2025, which converted into new shares of Class A Common Stock, along with related share withholding to satisfy tax obligations.

How many ZipRecruiter Class A shares did the CFO acquire in this filing, and at what price?

On 12/15/2025, RSUs converted into 11,578, 11,072 and 13,144 shares of ZipRecruiter Class A Common Stock, each at a price of $0 per share as part of the vesting process.

Why were 17,032 ZipRecruiter shares reported as disposed of by the CFO?

The 17,032 shares reported as disposed of were relinquished and canceled at $5.2 per share so that the issuer could pay federal and state tax withholding obligations arising from the RSU vesting. The footnote states the executive did not sell these shares for any reason other than to cover required taxes.

How many ZipRecruiter shares does the CFO now beneficially own after these transactions?

Following the reported transactions, the CFO beneficially owns 334,306 shares of ZipRecruiter Class A Common Stock directly and 72,414 shares indirectly through the Yarbrough Family Trust dated March 23, 2017.

What are the vesting terms of the restricted stock units reported by the ZipRecruiter CFO?

The RSUs each represent a right to receive one share of Class A Common Stock upon settlement. They vest as to 1/16 of the total shares quarterly beginning on March 15, 2023, March 15, 2024 and March 15, 2025, respectively, subject to the executive's continued service. The RSUs do not expire; they either vest or are canceled before vesting.

How is the CFO's indirect ownership in ZipRecruiter shares structured?

The indirect ownership of 72,414 ZipRecruiter shares is held of record by the Yarbrough Family Trust dated March 23, 2017, a living trust for which the reporting person serves as co-trustee.