SHIMANOVSKY BORIS F. 4

What Happened

• Boris F. Shimanovsky, EVP and Chief Technology Officer of ZipRecruiter (ZIP), had restricted stock units (RSUs) vest and be converted into 53,028 shares on March 15, 2026 (multiple derivative exercise/conversion entries, code M). To satisfy required tax withholding, 18,340 of those shares were surrendered to the company at $2.83 per share, generating a withholding amount of $51,902 (transaction code F). The remaining shares were retained by the reporting person (net = 53,028 − 18,340 = 34,688 shares).
• This was not an open‑market sale — shares were cancelled/withheld by the issuer to cover tax obligations (commonly called a “sell to cover” or shares‑withheld to pay taxes).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
• Exercise/conversion (code M): 7,140; 11,206; 20,444; and 14,238 shares (total 53,028) converted from RSUs at $0.00 per share (RSUs convert to common shares upon vesting).
• Tax withholding (code F): 18,340 shares withheld/cancelled at $2.83/share = $51,902.
• Shares owned after transaction: not specified on the Form 4 (net new shares retained from this vesting = 34,688).
• Notable footnotes: RSUs represent a contingent right to one share each (F2); vesting occurs quarterly in 1/16 increments per the noted schedules (F3–F7); the withholding was an exempt transaction under Section 16(b)-3(e) (F1).
• Transaction codes: M = option/derivative exercise or conversion; F = payment of exercise price or tax liability by delivering/withholding shares.

Context

• These entries reflect RSU vesting and conversion rather than a discretionary sale or purchase; the only shares relinquished were to cover required tax withholding. Such tax‑withholding/cancelled‑share transactions are routine and do not necessarily indicate a change in the insider’s view of the company.