ZipRecruiter CTO vests 53K shares, 19K for taxes

ZIP’s CTO had RSUs vest into 53,028 Class A shares, with 19,028 shares withheld to satisfy tax obligations and no open-market sales reported.

Rhea-AI Filing Summary

ZIPRECRUITER, INC. (ZIP) reported that EVP and Chief Technology Officer Boris F. Shimanovsky had restricted stock units vest on September 15, 2026, converting into an aggregate of 53,028 shares of Class A Common Stock in multiple tranches. Of these, 19,028 shares were withheld at $3.95 per share to cover federal and state tax withholding obligations related to the RSU vesting, and no shares were sold for any other purpose. The RSUs vest quarterly in 1/16 increments under multi‑year schedules beginning March 15 of 2023, 2024, 2025, and 2026, and no Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

53,028 shares exercised/converted

Exercise 9 txns

Insider SHIMANOVSKY BORIS F.

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F3, F4	7,140	$0.00	$0.00
Exercise	Restricted Stock Units F2, F5, F4	11,206	$0.00	$0.00
Exercise	Restricted Stock Units F2, F6, F4	20,444	$0.00	$0.00
Exercise	Restricted Stock Units F2, F7, F4	14,238	$0.00	$0.00
Exercise	Class A Common Stock	7,140	$0.00	$0.00
Exercise	Class A Common Stock	11,206	$0.00	$0.00
Exercise	Class A Common Stock	20,444	$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	19,028	$3.95	$75K

Holdings After Transaction: Restricted Stock Units — 432,248 contracts (Direct); Class A Common Stock — 438,975 shares (Direct)

Footnotes (7)

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. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
3. F3. 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. F4. RSUs do not expire; they either vest or are canceled prior to vesting date.
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. 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.
7. F7. 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

RSUs converted (first tranche): 7,140 units RSUs converted (second tranche): 11,206 units RSUs converted (third tranche): 20,444 units +4 more

7 metrics

RSUs converted (first tranche) 7,140 units Restricted Stock Units converting into Class A Common Stock on September 15, 2026

RSUs converted (second tranche) 11,206 units Restricted Stock Units converting into Class A Common Stock on September 15, 2026

RSUs converted (third tranche) 20,444 units Restricted Stock Units converting into Class A Common Stock on September 15, 2026

RSUs converted (fourth tranche) 14,238 units Restricted Stock Units converting into Class A Common Stock on September 15, 2026

Total RSUs exercised 53,028 units Aggregate derivative exercises (code M) on September 15, 2026

Shares withheld for taxes 19,028 shares Class A Common Stock relinquished under code F to cover tax withholding

Per-share value for tax withholding $3.95 per share Value used for 19,028 shares withheld to satisfy tax obligations

Key Terms

Restricted Stock Units, Rule 16b-3, Section 16b-3(e), tax withholding obligations

4 terms

Restricted Stock Units financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

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.

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.

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability"

tax withholding obligations financial

"in exchange for the Issuer's agreement to pay federal and state tax withholding obligations"

FAQ

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

What insider equity activity did ZIP (ZipRecruiter, Inc.) report for its CTO?

Boris F. Shimanovsky had restricted stock units vest on September 15, 2026, converting into 53,028 shares of Class A Common Stock. These were from multiple RSU grants that vest quarterly in 1/16 installments over several years, subject to continued service.

How many ZIP Class A shares were withheld for taxes in this Form 4?

The filing states that 19,028 shares of Class A Common Stock were relinquished and cancelled in exchange for ZipRecruiter’s agreement to pay the reporter’s federal and state tax withholding obligations arising from RSU vesting.

At what price were ZIP shares used to cover tax withholding for the CTO’s RSUs?

The shares used to cover taxes were valued at $3.95 per share. A total of 19,028 Class A shares were relinquished and cancelled at this price to satisfy the reporting person’s federal and state tax withholding obligations.

Did the CTO of ZIP sell any shares in the open market in this Form 4?

No. A footnote explains that all shares reported as disposed were relinquished solely to cover required tax withholding from RSU vesting, and the reporting person “did not sell or otherwise dispose” any reported shares for any other reason.

How do the reported ZIP RSUs for the CTO vest over time?

The RSUs vest as to 1/16 of the total shares quarterly, beginning on March 15 of 2023, 2024, 2025, and 2026 for different grants, in each case subject to the reporting person’s continued service on each vesting date.

Was a Rule 10b5-1 trading plan involved in the ZIP CTO’s transactions?

No. The document-level Rule 10b5-1 checkbox is unchecked, and the footnotes describe the dispositions as tax withholding related to RSU vesting, not as trades executed under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/16/2026 - 07:56 PM Accepted by SEC EDGAR 09/16/2026 - 07:55 PM Learn about SEC filing dates

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

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^*

SHIMANOVSKY BORIS F.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Technology 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2026		M		7,140	A	$0	412,115	D
Class A Common Stock	09/15/2026		M		11,206	A	$0	423,321	D
Class A Common Stock	09/15/2026		M		20,444	A	$0	443,765	D
Class A Common Stock	09/15/2026		M		14,238	A	$0	458,003	D
Class A Common Stock	09/15/2026		F(1)		19,028	D	$3.95	438,975	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)	09/15/2026		M			7,140	(3)	(4)	Class A Common Stock	7,140	$0(2)	7,140	D
Restricted Stock Units	$0(2)	09/15/2026		M			11,206	(5)	(4)	Class A Common Stock	11,206	$0(2)	56,030	D
Restricted Stock Units	$0(2)	09/15/2026		M			20,444	(6)	(4)	Class A Common Stock	20,444	$0(2)	183,992	D
Restricted Stock Units	$0(2)	09/15/2026		M			14,238	(7)	(4)	Class A Common Stock	14,238	$0(2)	185,086	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 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.

7. 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 Person	09/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)