ZipRecruiter (NYSE: ZIP) SVP discloses RSU vesting and tax share withholding

Rhea-AI Filing Summary

ZipRecruiter, Inc.'s SVP, Accounting & Controller reported multiple equity transactions on 12/15/2025 involving Class A common stock and restricted stock units (RSUs).

Several RSU grants vested, delivering blocks of 1,563, 1,581, 2,156 and 1,825 shares of Class A common stock at an exercise price of $0, increasing the officer's direct holdings to 31,729 shares before tax withholding. To cover federal and state tax obligations from these vestings, 3,682 shares were relinquished back to the company at $5.2 per share, leaving 28,047 Class A shares owned directly after the transactions. The RSUs vest in quarterly installments from June 15, 2023 through December 15, 2025 and December 15, 2026, and in 1/16 quarterly increments beginning March 15, 2024 and March 15, 2025, all subject to continued service.

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^*

Bartolome Lora

(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)
	SVP, ACCOUNTING & CONTROLLER

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		1,563	A	$0	26,167	D
Class A Common Stock	12/15/2025		M		1,581	A	$0	27,748	D
Class A Common Stock	12/15/2025		M		2,156	A	$0	29,904	D
Class A Common Stock	12/15/2025		M		1,825	A	$0	31,729	D
Class A Common Stock	12/15/2025		F(1)		3,682	D	$5.2	28,047	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			1,563	(3)	(4)	Class A Common Stock	1,563	$0(2)	0	D
Restricted Stock Units	$0(2)	12/15/2025		M			1,581	(5)	(4)	Class A Common Stock	1,581	$0(2)	6,324	D
Restricted Stock Units	$0(2)	12/15/2025		M			2,156	(6)	(4)	Class A Common Stock	2,156	$0(2)	17,248	D
Restricted Stock Units	$0(2)	12/15/2025		M			1,825	(7)	(4)	Class A Common Stock	1,825	$0(2)	21,900	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 quarterly in 11 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2025, 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 quarterly in 15 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2026, 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	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ZipRecruiter (ZIP) disclose on 12/15/2025?

The SVP, Accounting & Controller reported vesting of multiple restricted stock unit (RSU) grants that delivered shares of Class A common stock on 12/15/2025.

How many ZipRecruiter shares were withheld to cover taxes in this filing?

The officer relinquished 3,682 shares of Class A common stock at $5.2 per share, which the company used to satisfy federal and state tax withholding obligations related to RSU vesting.

How many ZipRecruiter Class A shares does the insider own after these transactions?

After the reported transactions, the SVP, Accounting & Controller directly owns 28,047 shares of ZipRecruiter Class A common stock.

What RSU vesting schedules are described for the ZipRecruiter executive?

One RSU grant vests quarterly in 11 substantially equal increments from June 15, 2023 to December 15, 2025, another in 15 quarterly increments from June 15, 2023 to December 15, 2026, and two additional grants vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 and March 15, 2025, respectively.

What does transaction code F mean in this ZipRecruiter insider report?

The filing describes the transaction with code F as an exempt event under Section 16b-3(e), where shares were relinquished and cancelled in exchange for the issuer paying the reporting person's tax withholding obligations arising from RSU vesting.

What is the reporting person’s relationship to ZipRecruiter (ZIP)?

The reporting person is an officer of ZipRecruiter, serving as SVP, Accounting & Controller, and the report is filed for one reporting person on a direct ownership basis.