ZIP Form 4: CFO RSUs Vest; Shares Cancelled for Tax Withholding
Rhea-AI Filing Summary
ZipRecruiter CFO Timothy G. Yarbrough reported multiple equity transactions on 09/15/2025 related to vested restricted stock units and related tax-withholding. The Form 4 shows four separate issuances of Class A common stock via RSU vesting totaling 41,994 shares acquired (6,250; 11,578; 11,072; 13,144). The filing also reports a disposition of 20,006 shares indicated as exempt transactions for tax withholding at $4.90 per share and 87,562 shares held indirectly by a family trust. After these transactions the reporting person directly beneficially owned 315,544 shares following the withholding exchange.
Positive
- Scheduled RSU vesting executed, indicating compensation plan functioning as intended
- Tax withholding handled via share cancellation under Section 16b-3(e), avoiding open-market disposals
Negative
- Material dilution from issuance of 41,994 shares on a single date, depending on company size
- Price reported for withheld shares ($4.90) may reflect below-market mechanics if market price differs (market price not provided in filing)
Insights
TL;DR: Routine executive compensation vesting and tax-withholding; no sale for cash proceeds reported.
The filings reflect scheduled RSU vesting and the issuer's cancellation of shares to satisfy tax withholding obligations rather than open-market sales. The total newly acquired RSU-settled shares on 09/15/2025 equal 41,994 shares while 20,006 shares were relinquished to cover taxes at a stated $4.90 per share.
TL;DR: Governance actions consistent with typical executive equity compensation administration.
The report discloses the reporting person's indirect holdings via a family trust and confirms vesting schedules for multiple RSU grants with quarterly settlement provisions. The exempt disposition description cites Section 16b-3(e) mechanics for withholding, which is standard practice and not indicative of opportunistic sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,250 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,578 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,072 | $0.00 | -- |
| Exercise | Restricted Stock Units | 13,144 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,578 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,072 | $0.00 | -- |
| Exercise | Class A Common Stock | 13,144 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 20,006 | $4.90 | $98K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. These shares are held of record by the Yarbrough Family Trust dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. RSUs do not expire; they either vest or are canceled prior to vesting date. 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. 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. 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.
