ZipRecruiter (ZIP) CTO RSUs vest into 53,028 shares as 19,028 withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ZIPRECRUITER, INC. executive Boris F. Shimanovsky, EVP and Chief Technology Officer, reported routine equity compensation activity involving restricted stock units and related tax withholding.
On June 15, 2026, RSUs vested and were settled into a total of 53,028 shares of Class A Common Stock through multiple option-style exercises at a stated price of $0.00 per share. In connection with this vesting, 19,028 shares of Class A Common Stock were relinquished at $3.61 per share to cover federal and state tax withholding obligations, an exempt transaction under Section 16b-3(e). The footnotes state that the shares were cancelled by the issuer solely to satisfy required taxes, and that the reporting person did not sell any shares in the open market.
Positive
- None.
Negative
- None.
Insider Trade Summary
53,028 shares exercised/converted
Mixed
9 txns
Insider
SHIMANOVSKY BORIS F.
Role
EVP, Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 7,140 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,206 | $0.00 | -- |
| Exercise | Restricted Stock Units | 20,444 | $0.00 | -- |
| Exercise | Restricted Stock Units | 14,238 | $0.00 | -- |
| Exercise | Class A Common Stock | 7,140 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,206 | $0.00 | -- |
| Exercise | Class A Common Stock | 20,444 | $0.00 | -- |
| Exercise | Class A Common Stock | 14,238 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 19,028 | $3.61 | $69K |
Holdings After Transaction:
Restricted Stock Units — 14,280 shares (Direct, null);
Class A Common Stock — 378,115 shares (Direct, null)
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, 2023 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, 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. 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
Shares withheld for taxes: 19,028 shares at $3.61
RSU conversions to shares: 53,028 shares
Tax withholding transactions: 1 transaction, 19,028 shares
+2 more
5 metrics
Shares withheld for taxes
19,028 shares at $3.61
Class A Common Stock relinquished to cover tax withholding obligations
RSU conversions to shares
53,028 shares
Total Class A Common Stock from RSU exercises on June 15, 2026
Tax withholding transactions
1 transaction, 19,028 shares
Summary taxWithholdingCount and taxWithholdingShares
Derivative exercises
4 exercises, 53,028 shares
transactionSummary exerciseCount and exerciseShares
Transaction date
June 15, 2026
Date of RSU vesting and related share movements
Key Terms
Restricted Stock Units, Section 16b-3(e), Rule 16b-3, tax withholding obligations
4 terms
Restricted Stock Units financial
"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")."
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 by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3."
Rule 16b-3 regulatory
"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."
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
"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")."
FAQ
What did ZIP (ZipRecruiter) executive Boris Shimanovsky report in this Form 4?
Boris Shimanovsky reported RSU vesting and related tax withholding transactions. Restricted stock units converted into Class A shares, and some shares were surrendered back to ZipRecruiter to cover required tax obligations under equity compensation rules.
Were any open-market sales of ZIP stock made by Boris Shimanovsky in this Form 4?
The filing states that no open-market sales occurred. All disposed shares were relinquished to ZipRecruiter and cancelled solely to satisfy required tax withholding obligations related to the vesting of restricted stock units granted as compensation.
What does Section 16b-3(e) mean for this ZipRecruiter (ZIP) insider transaction?
The disposition is described as an exempt transaction under Section 16b-3(e). This allows payment of exercise price or tax liabilities by delivering or withholding securities incident to equity awards, treating these as administrative, non-open-market insider movements.