ZipRecruiter (ZIP) CTO adds shares via RSU vesting and tax withholding

Rhea-AI Filing Summary

ZIPRECRUITER, INC. executive Boris F. Shimanovsky, EVP and Chief Technology Officer, exercised restricted stock units into Class A common stock. He acquired 53,028 shares through derivative exercises on March 15, 2026, with 18,340 shares withheld at $2.83 per share to cover tax obligations. After these compensation-related transactions, he directly owned 370,975 Class A shares. Footnotes explain the disposition was solely for required tax withholding and that the RSUs vest quarterly in sixteenth increments beginning on various dates from March 15, 2023 through March 15, 2026, 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^*

SHIMANOVSKY BORIS F.

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		7,140	A	$0	343,427	D
Class A Common Stock	03/15/2026		M		11,206	A	$0	354,633	D
Class A Common Stock	03/15/2026		M		20,444	A	$0	375,077	D
Class A Common Stock	03/15/2026		M		14,238	A	$0	389,315	D
Class A Common Stock	03/15/2026		F(1)		18,340	D	$2.83	370,975	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)	03/15/2026		M			7,140	(3)	(4)	Class A Common Stock	7,140	$0(2)	21,420	D
Restricted Stock Units	$0(2)	03/15/2026		M			11,206	(5)	(4)	Class A Common Stock	11,206	$0(2)	78,442	D
Restricted Stock Units	$0(2)	03/15/2026		M			20,444	(6)	(4)	Class A Common Stock	20,444	$0(2)	224,880	D
Restricted Stock Units	$0(2)	03/15/2026		M			14,238	(7)	(4)	Class A Common Stock	14,238	$0(2)	213,562	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, 2023 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, 2024 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, 2025 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, 2026 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Michael Johnson, Attorney-in-Fact for Reporting Person	03/17/2026
	** 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.
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FAQ

What insider transactions did ZIP EVP Boris Shimanovsky report on this Form 4?

Boris F. Shimanovsky reported exercising restricted stock units into Class A common stock and a related tax-withholding disposition. He converted 53,028 RSUs into shares, then 18,340 shares were withheld by the company to cover federal and state tax obligations tied to RSU vesting.

How many ZipRecruiter (ZIP) shares did the CTO acquire and dispose of?

He acquired 53,028 shares of Class A common stock through RSU exercises and had 18,340 shares relinquished to cover taxes. The net result was an increase of 34,688 shares, leaving him with 370,975 Class A shares directly owned after the reported transactions.

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

None of the reported shares were sold on the open market. Footnotes state all disposed shares were cancelled by the issuer in exchange for paying Shimanovsky’s tax withholding obligations arising from RSU vesting, making this a non-market tax-withholding transaction.

What is the vesting schedule for Boris Shimanovsky’s ZipRecruiter RSUs?

Each RSU represents one Class A share and vests quarterly as to 1/16 of the total award. Different RSU grants begin vesting on March 15 of 2023, 2024, 2025, and 2026, with continued service to ZipRecruiter required on each vesting date for shares to vest.

How many ZipRecruiter Class A shares does the CTO hold after these transactions?

Following the RSU exercises and tax withholding, Shimanovsky directly holds 370,975 Class A common shares. This figure reflects all reported acquisitions and the 18,340-share tax-withholding disposition, and represents his post-transaction direct ownership position as disclosed in the Form 4.

What does the tax-withholding transaction in the ZipRecruiter Form 4 mean?

The tax-withholding transaction, coded "F", means shares were relinquished back to ZipRecruiter so it could pay Shimanovsky’s federal and state tax liabilities from RSU vesting. It is an exempt Section 16b-3(e) event and does not reflect a discretionary open-market sale.