ZipRecruiter (ZIP) officer details RSU conversion and 8,765-share tax withholding

Rhea-AI Filing Summary

ZipRecruiter, Inc. executive vice president and chief people officer reported several equity transactions dated December 15, 2025. Multiple tranches of restricted stock units (RSUs) were converted into Class A common stock at an exercise price of $0, including 5,237, 1,337, 4,553 and 5,841 shares. To satisfy federal and state tax withholding obligations arising from the RSU vesting, 8,765 shares of Class A common stock were relinquished to the company at $5.20 per share, described as an exempt transaction under Rule 16b-3. After these transactions, the officer directly beneficially owned 216,957 shares of ZipRecruiter Class A common stock and continued to hold RSUs that represent the right to receive additional shares as they vest over time.

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^*

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)
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		5,237	A	$0	213,991	D
Class A Common Stock	12/15/2025		M		1,337	A	$0	215,328	D
Class A Common Stock	12/15/2025		M		4,553	A	$0	219,881	D
Class A Common Stock	12/15/2025		M		5,841	A	$0	225,722	D
Class A Common Stock	12/15/2025		F(1)		8,765	D	$5.2	216,957	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)	12/15/2025		M			5,237	(3)	(4)	Class A Common Stock	5,237	$0(2)	20,948	D
Restricted Stock Units	$0(2)	12/15/2025		M			1,337	(5)	(4)	Class A Common Stock	1,337	$0(2)	4,011	D
Restricted Stock Units	$0(2)	12/15/2025		M			4,553	(6)	(4)	Class A Common Stock	4,553	$0(2)	36,424	D
Restricted Stock Units	$0(2)	12/15/2025		M			5,841	(7)	(4)	Class A Common Stock	5,841	$0(2)	70,086	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 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.

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, 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.

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).
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FAQ

Who is the reporting person in this ZipRecruiter (ZIP) insider filing?

The reporting person is an officer of ZipRecruiter, Inc., serving as EVP, Chief People Officer, as disclosed in the relationship section.

What transactions did the ZipRecruiter (ZIP) officer report on December 15, 2025?

On December 15, 2025, several tranches of restricted stock units (RSUs) were converted into Class A common stock at an exercise price of $0, with individual tranches of 5,237, 1,337, 4,553 and 5,841 shares.

How many ZipRecruiter (ZIP) Class A shares did the officer own after the reported transactions?

Following the reported transactions, the officer directly beneficially owned 216,957 shares of ZipRecruiter Class A common stock, as shown in Table I.

Were any ZipRecruiter (ZIP) shares sold on the open market in this Form 4?

The explanation states that all shares reported as disposed of were relinquished and cancelled in exchange for the company paying tax withholding obligations from RSU vesting, and that the reporting person did not sell or otherwise dispose of shares for any reason other than to cover required taxes.

How do the restricted stock units (RSUs) for the ZipRecruiter (ZIP) officer vest?

Each RSU represents a contingent right to receive one share of Class A common stock upon settlement. The RSUs vest as to 1/16 of the total shares quarterly, beginning on March 15, 2023, March 15, 2024, or March 15, 2025 depending on the grant, subject to the officer's continued service on each vesting date.

Do the ZipRecruiter (ZIP) RSUs reported here have an expiration date?

The disclosure notes that RSUs do not expire; they either vest or are canceled prior to the vesting date, rather than having a standard option-style expiration.