STOCK TITAN

ZipRecruiter CEO converts 191K shares to Class A

ZipRecruiter’s CEO reported RSU vesting, tax-related share withholding, and a Class B to Class A conversion, with no open‑market sales disclosed.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

ZIPRECRUITER, INC. (ZIP) reported that Chief Executive Officer and director Ian H. Siegel had multiple equity-related transactions on September 15, 2026. Several tranches of restricted stock units (RSUs) vested and settled into Class A Common Stock, and 190,977 shares of Class B Common Stock were converted into an equal number of Class A shares. In connection with the RSU vesting, 33,407 Class A shares were withheld at $3.95 per share to satisfy federal and state tax withholding obligations under Section 16b-3(e); no open‑market sales occurred. Each RSU represents a right to receive one Class A share, vesting quarterly in 1/16 installments beginning on various March 15 dates, subject to Mr. Siegel’s continued service, and no Rule 10b5‑1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider SIEGEL IAN H.
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units F4, F5, F6 25,862 $0.00 $0.00
Exercise Restricted Stock Units F4, F7, F6 25,556 $0.00 $0.00
Exercise Restricted Stock Units F4, F8, F6 14,238 $0.00 $0.00
Conversion Class B Common Stock F3, F2 190,977 -- --
Exercise Class A Common Stock 25,862 $0.00 $0.00
Exercise Class A Common Stock 25,556 $0.00 $0.00
Exercise Class A Common Stock 14,238 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock F1 33,407 $3.95 $132K
Conversion Class A Common Stock F2, F3 190,977 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 544,400 contracts (Direct); Class B Common Stock — 12,838,509 contracts (Direct); Class A Common Stock — 253,873 shares (Direct)
Footnotes (8)
  1. F1. 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. F2. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
  3. F3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
  4. F4. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  5. F5. 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. F6. RSUs do not expire; they either vest or are canceled prior to vesting date.
  7. F7. 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.
  8. F8. 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.
RSU vesting into Class A 25,862 shares RSUs settled into Class A Common Stock on September 15, 2026
Additional RSU vesting into Class A 25,556 shares RSUs settled into Class A Common Stock on September 15, 2026
Third RSU vesting into Class A 14,238 shares RSUs settled into Class A Common Stock on September 15, 2026
Class B converted to Class A 190,977 shares Class B Common Stock converted 1:1 into Class A on September 15, 2026
Shares withheld for tax 33,407 shares at $3.95 per share Class A shares relinquished to cover tax withholding from RSU vesting
Class B holdings after conversion 12,838,509 shares Class B Common Stock directly held after converting 190,977 shares to Class A
Total derivative exercises/conversions 256,633 shares Aggregate derivative exercises and conversions reported in this Form 4
Restricted Stock Units financial
"Each RSU represents a contingent right to receive one share"
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"
Class B Common Stock financial
"Represents the conversion of Class B Common Stock held of record"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Rule 16b-3 regulatory
"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did ZIP CEO Ian H. Siegel report on this Form 4 for ZipRecruiter (ZIP)?

He reported RSU vesting that settled into Class A Common Stock, the conversion of 190,977 shares of Class B into Class A, and the withholding of 33,407 Class A shares to cover tax obligations related to the RSU vesting.

Did the ZipRecruiter (ZIP) CEO sell any shares in the open market in this Form 4?

No. The filing states that all 33,407 shares reported as disposed of were relinquished and cancelled to satisfy tax withholding from RSU vesting, and that the reporting person did not sell or otherwise dispose of any shares for any other reason.

How many ZipRecruiter (ZIP) Class B shares did the CEO convert into Class A shares?

Ian H. Siegel converted 190,977 shares of Class B Common Stock into 190,977 shares of Class A Common Stock. After this conversion, he held 12,838,509 shares of Class B Common Stock directly.

What RSU vesting activity did the ZipRecruiter (ZIP) CEO report?

Three RSU tranches vested, each RSU converting 1:1 into Class A shares: 25,862 shares, 25,556 shares, and 14,238 shares. The RSUs vest quarterly in 1/16 installments beginning on March 15, 2024, 2025, and 2026, subject to continued service.

Was a Rule 10b5-1 trading plan involved in the ZipRecruiter (ZIP) CEO’s transactions?

No. The Rule 10b5-1 checkbox is not marked as applicable, and there is no footnote stating that the transactions were executed under a Rule 10b5‑1 or similar pre‑arranged trading plan.

Why were 33,407 ZipRecruiter (ZIP) shares reported as disposed of by the CEO?

The 33,407 Class A shares were relinquished and cancelled in exchange for ZipRecruiter paying the CEO’s federal and state tax withholding obligations arising from RSU vesting, as an exempt Section 16b‑3(e) transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M25,862A$056,509D
Class A Common Stock09/15/2026M25,556A$082,065D
Class A Common Stock09/15/2026M14,238A$096,303D
Class A Common Stock09/15/2026F(1)33,407D$3.9562,896D
Class A Common Stock09/15/2026C(2)190,977A$0(3)253,873D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(4)09/15/2026M25,862 (5) (6)Class A Common Stock25,862$0(4)129,310D
Restricted Stock Units$0(4)09/15/2026M25,556 (7) (6)Class A Common Stock25,556$0(4)230,004D
Restricted Stock Units$0(4)09/15/2026M14,238 (8) (6)Class A Common Stock14,238$0(4)185,086D
Class B Common Stock(3)09/15/2026C(2)190,977 (3) (3)Class A Common Stock190,977(3)12,838,509D
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. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
4. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
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. RSUs do not expire; they either vest or are canceled prior to 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.
8. 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 Person09/16/2026
** Signature of Reporting PersonDate
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)

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