ZipRecruiter (NYSE: ZIP) insider reports RSU vesting and tax withholding

Rhea-AI Filing Summary

A ZipRecruiter, Inc. officer who serves as President reported equity award activity involving Class A Common Stock on 12/15/2025. Several grants of restricted stock units (RSUs) were converted into shares of Class A Common Stock at an exercise price of $0 per share, increasing the officer's direct holdings.

On the same date, 29,067 shares of Class A Common Stock were relinquished and cancelled to satisfy federal and state tax withholding obligations arising from RSU vesting, under an exempt transaction described as pursuant to Section 16b-3(e). After these transactions, the officer directly beneficially owned 1,165,402 shares of ZipRecruiter Class A Common Stock, and continued to hold multiple RSU grants that vest quarterly in 1/16 increments beginning March 15 of 2023, 2024, and 2025, 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^*

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)
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		13,347	A	$0	1,153,334	D
Class A Common Stock	12/15/2025		M		20,691	A	$0	1,174,025	D
Class A Common Stock	12/15/2025		M		20,444	A	$0	1,194,469	D
Class A Common Stock	12/15/2025		F(1)		29,067	D	$5.2	1,165,402	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			13,347	(3)	(4)	Class A Common Stock	13,347	$0(2)	53,386	D
Restricted Stock Units	$0(2)	12/15/2025		M			20,691	(5)	(4)	Class A Common Stock	20,691	$0(2)	165,522	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 on 12/15/2025?

On 12/15/2025, ZipRecruiter’s President reported the vesting and settlement of multiple restricted stock unit (RSU) awards into shares of Class A Common Stock at an exercise price of $0 per share, along with a tax-withholding transaction in which shares were relinquished and cancelled.

How many ZipRecruiter shares did the officer own after the reported transactions?

Following the transactions on 12/15/2025, the reporting officer directly beneficially owned 1,165,402 shares of ZipRecruiter Class A Common Stock.

Why were 29,067 ZipRecruiter shares disposed of in this Form 4 filing?

The 29,067 shares reported as disposed were relinquished by the officer and cancelled by ZipRecruiter in exchange for the company’s agreement to pay the officer’s federal and state tax withholding obligations arising from RSU vesting. The explanation states the officer did not sell or otherwise dispose of these shares for any reason other than to cover required taxes.

How do ZipRecruiter RSUs reported here work for the President?

Each RSU represents a contingent right to receive one share of ZipRecruiter’s Class A Common Stock upon settlement. RSUs do not expire; they either vest or are cancelled prior to the vesting date, as described in the disclosure.

What are the vesting schedules for the ZipRecruiter RSUs in this report?

One RSU grant vests as to 1/16 of the total shares quarterly beginning on March 15, 2023. A second grant vests 1/16 quarterly beginning on March 15, 2024, and a third grant vests 1/16 quarterly beginning on March 15, 2025. Each schedule is subject to the officer’s continued service to ZipRecruiter on each vesting date.

Are the transactions in this ZipRecruiter (ZIP) Form 4 exempt under Section 16 rules?

The explanation states that the tax-withholding transaction is an exempt transaction pursuant to Section 16b-3(e), involving payment of exercise price or tax liability by delivering or withholding securities incident to the vesting of RSUs issued in accordance with Rule 16b-3.