[Form 4] ZIPRECRUITER, INC. Insider Trading Activity

Rhea-AI Filing Summary

David Travers, an officer of ZipRecruiter, reported multiple vesting and settlement transactions on 09/15/2025 related to restricted stock units (RSUs). Several RSU tranches converted into Class A common shares at a $0 reported acquisition price: 6,250; 13,347; 20,691; and 20,444 shares, increasing his beneficial ownership stepwise to reported totals of 1,136,700, 1,150,047, 1,170,738, and 1,191,182 shares respectively. Separately, 32,402 shares were relinquished and cancelled by the issuer in an exempt transaction to satisfy federal and state tax withholding, recorded as a disposition at $4.90 per share, leaving a reported post-transaction ownership of 1,158,780 shares. The filing confirms each RSU represents a contingent right to one share and describes quarterly vesting schedules for the tranches and that RSUs do not expire.

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting with shares withheld for tax obligations; no sale for cash proceeds reported.

The Form 4 documents scheduled RSU vesting converted to Class A shares and an issuer-withheld disposition to cover tax withholding. The disposition is recorded as an exempt transaction under Section 16b-3(e) and the reporting person did not sell shares for cash; shares were cancelled in exchange for tax payment by the issuer. The transactions change beneficial ownership counts but do not indicate open-market sales or monetization events. For investors, this is a standard compensation settlement and not a liquidity-driven sale by the officer.

Corporate Governance Expert

TL;DR: Governance-normal RSU settlements and issuer tax withholding; disclosure aligns with Rule 16 reporting requirements.

The filing discloses multiple tranche vestings with clear vesting schedules and the use of a withholding/cancellation mechanism to satisfy tax liabilities. The explanation cites Section 16b-3(e) and confirms no constructive sale occurred. From a governance perspective, the filing meets transparency expectations for officer compensation-related equity events and documents post-transaction beneficial ownership snapshots for oversight.

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^*

TRAVERS DAVID

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		6,250	A	$0	1,136,700	D
Class A Common Stock	09/15/2025		M		13,347	A	$0	1,150,047	D
Class A Common Stock	09/15/2025		M		20,691	A	$0	1,170,738	D
Class A Common Stock	09/15/2025		M		20,444	A	$0	1,191,182	D
Class A Common Stock	09/15/2025		F(1)		32,402	D	$4.9	1,158,780	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)	09/15/2025		M			6,250	(3)	(4)	Class A Common Stock	6,250	$0(2)	0	D
Restricted Stock Units	$0(2)	09/15/2025		M			13,347	(5)	(4)	Class A Common Stock	13,347	$0(2)	66,733	D
Restricted Stock Units	$0(2)	09/15/2025		M			20,691	(6)	(4)	Class A Common Stock	20,691	$0(2)	186,213	D
Restricted Stock Units	$0(2)	09/15/2025		M			20,444	(7)	(4)	Class A Common Stock	20,444	$0(2)	265,768	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, 2022 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 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.

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	09/17/2025
	** 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).
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.

FAQ

What transactions did ZIP officer David Travers report on Form 4 (ZIP)?

Answer: The Form 4 reports RSU vesting conversions into Class A common stock on 09/15/2025 and a disposition of 32,402 shares withheld/cancelled to cover tax withholding.

How many shares were relinquished to cover taxes in the filing?

Answer: 32,402 shares were relinquished and cancelled by the issuer in an exempt transaction recorded at $4.90 per share to satisfy federal and state tax withholding.

What RSU amounts vested for David Travers on 09/15/2025?

Answer: The filing shows RSU-related acquisitions of 6,250, 13,347, 20,691, and 20,444 Class A shares on that date.

Do the RSUs expire and what do they convert into?

Answer: Each RSU represents a contingent right to receive one share of Class A common stock upon settlement and the filing states RSUs do not expire; they vest or are canceled prior to vesting.

Did the reporting person sell shares for cash proceeds?

Answer: No. The filing states the reporting person did not sell shares for cash; shares were relinquished solely to cover tax withholding obligations.