ZipRecruiter HR chief vests 24,087 shares, 12,755 for taxes
ZipRecruiter’s Chief People Officer had RSUs vest into Class A shares, with a portion withheld at $3.95 to satisfy tax obligations and no open-market sales reported.
Rhea-AI Filing Summary
ZIPRECRUITER, INC. (ZIP) reported that EVP, Chief People Officer Amy Garefis had multiple restricted stock unit (RSU) tranches vest and convert into Class A Common Stock on September 15, 2026. In total, 24,087 RSUs were exercised into shares, and 12,755 shares of Class A Common Stock were withheld at $3.95 per share to cover federal and state tax withholding obligations related to the RSU vesting. The filing states these transactions were exempt under Section 16b-3 and that no shares were sold for any purpose other than satisfying required taxes. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
24,087 shares exercised/converted
Exercise
11 txns
Insider
Garefis Amy
Role
EVP, Chief People Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F2, F3, F4 | 5,237 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F5, F4 | 1,337 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F6, F4 | 4,553 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F7, F4 | 5,841 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F8, F4 | 7,119 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,237 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 1,337 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 4,553 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,841 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 7,119 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock F1 | 12,755 | $3.95 | $50K |
Holdings After Transaction:
Restricted Stock Units — 173,108 contracts (Direct);
Class A Common Stock — 218,440 shares (Direct)
Footnotes (8)
- 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.
- F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F3. 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.
- F4. RSUs do not expire; they either vest or are canceled prior to vesting date.
- F5. 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.
- F6. 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.
- 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.
- 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.
Key Figures
RSUs exercised into Class A Common Stock: 24,087 shares
Shares withheld for tax obligations: 12,755 shares
Tax withholding reference price: $3.95 per share
+3 more
6 metrics
RSUs exercised into Class A Common Stock
24,087 shares
Total derivative exercises (code M) reported for September 15, 2026
Shares withheld for tax obligations
12,755 shares
Code F disposition to cover federal and state tax withholding on RSU vesting
Tax withholding reference price
$3.95 per share
Transaction price for 12,755 Class A Common shares withheld under code F
Number of derivative (RSU) transactions
5 transactions
Restricted Stock Unit exercises reported on September 15, 2026
Number of non-derivative acquisitions (Class A)
5 transactions
Class A Common Stock acquired via RSU conversion on September 15, 2026
Exercise-price-or-tax-liability dispositions
1 transaction
Code F disposition of 12,755 shares to satisfy tax withholding
Key Terms
Restricted Stock Units, Section 16b-3(e), Rule 16b-3, tax withholding obligations, +1 more
5 terms
Restricted Stock Units financial
"The RSUs vest and are scheduled to settle as of 1/16 of the total shares"
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 price"
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.
tax withholding obligations financial
"agreement to pay federal and state tax withholding obligations of the Reporting Person"
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ZIPRECRUITER, INC. (ZIP) report about Amy Garefis’s RSUs on this Form 4?
The company reported that 24,087 restricted stock units held by EVP, Chief People Officer Amy Garefis vested and were exercised into Class A Common Stock on September 15, 2026.
Did the Form 4 for ZIP indicate any open-market sales or purchases by Amy Garefis?
No. The footnote explains that all 12,755 shares disposed of were relinquished solely to satisfy tax withholding from RSU vesting; it states that the reporting person did not sell or otherwise dispose of shares for any other reason.
Was a Rule 10b5-1 trading plan involved in Amy Garefis’s ZIP transactions?
No. The document-level indicator shows the Rule 10b5-1 box is not checked, and the footnotes do not describe these transactions as being made under a trading plan.
What type of exemption applies to the ZIP insider tax-withholding transaction?
The footnote describes the tax-withholding disposition of 12,755 shares as an exempt transaction pursuant to Section 16b-3(e), relating to payment of tax liability by delivering or withholding securities incident to vesting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
