ZipRecruiter (ZIP) EVP CTO details RSU vesting and tax-share withholding

Rhea-AI Filing Summary

ZipRecruiter, Inc.’s EVP and Chief Technology Officer filed a Form 4 reporting equity compensation activity on December 15, 2025. On that date, previously granted restricted stock units (RSUs) converted into Class A common stock in three tranches of 7,140, 11,206 and 20,444 shares at an exercise price of $0 per share. After these conversions, the officer directly beneficially owned 364,770 Class A shares.

To satisfy federal and state tax withholding from the RSU vesting, the officer relinquished 18,944 shares to the issuer at $5.20 per share in a transaction described as exempt under Section 16b-3(e). Following this tax-related disposition, the officer directly beneficially owned 345,826 Class A shares. Each RSU represents a right to receive one Class A share, vests in 1/16 quarterly installments beginning on March 15 of 2023, 2024 and 2025 for the respective grants, and either vests or is cancelled before the vesting date.

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)
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		7,140	A	$0	333,120	D
Class A Common Stock	12/15/2025		M		11,206	A	$0	344,326	D
Class A Common Stock	12/15/2025		M		20,444	A	$0	364,770	D
Class A Common Stock	12/15/2025		F(1)		18,944	D	$5.2	345,826	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			7,140	(3)	(4)	Class A Common Stock	7,140	$0(2)	28,560	D
Restricted Stock Units	$0(2)	12/15/2025		M			11,206	(5)	(4)	Class A Common Stock	11,206	$0(2)	89,648	D
Restricted Stock Units	$0(2)	12/15/2025		M			20,444	(6)	(4)	Class A Common Stock	20,444	$0(2)	245,324	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.

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).
** 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 transaction did ZipRecruiter (ZIP) report for its EVP CTO on December 15, 2025?

The EVP and Chief Technology Officer reported the vesting and settlement of previously granted restricted stock units (RSUs) into Class A common stock on December 15, 2025, along with a related tax-withholding share disposition.

How many ZipRecruiter Class A shares does the officer own after the reported transactions?

After the RSU conversions and tax-withholding disposition, the officer directly beneficially owned 345,826 shares of ZipRecruiter Class A common stock.

How many RSU-related shares were acquired in this Form 4 for ZipRecruiter (ZIP)?

Three RSU tranches converted into Class A common stock: 7,140, 11,206 and 20,444 shares, each at an exercise price of $0 per share.

Were the 18,944 ZipRecruiter shares in this Form 4 sold on the open market?

No. The 18,944 shares were relinquished to the issuer at $5.20 per share to cover federal and state tax withholding from RSU vesting. The disclosure states the reporting person did not sell or otherwise dispose of these shares for any reason other than to cover required taxes.

What are the vesting terms of the RSUs reported by the ZipRecruiter EVP CTO?

Each RSU represents a right to receive one Class A share. The RSUs vest as to 1/16 of the total shares quarterly, beginning on March 15, 2023, March 15, 2024 and March 15, 2025 for the respective grants, subject to the officer’s continued service on each vesting date.

Do the RSUs reported by the ZipRecruiter officer have an expiration date?

The disclosure states that RSUs do not expire; they either vest or are cancelled prior to the vesting date.