ZIPRECRUITER, INC.·4

Mar 17, 5:07 PM ET

Garefis Amy 4

4 · ZIPRECRUITER, INC. · Filed Mar 17, 2026

Research Summary

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ZipRecruiter (ZIP) EVP Amy Garefis Exercises RSUs, Withholds Shares for Taxes

What Happened
Amy Garefis, EVP and Chief People Officer of ZipRecruiter (ZIP), had RSUs vest on March 15, 2026. A total of 24,087 shares were issued upon settlement of those RSUs (reported as derivative conversions). To satisfy tax withholding obligations, 12,442 shares were relinquished/cancelled by the issuer at a withholding rate of $2.83 per share, totaling $35,211. The net newly issued shares to Ms. Garefis from this vesting were 11,645.

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (reporting period 2026-03-15).
  • Actions reported: multiple exercise/conversion of derivatives (code M) to settle RSUs; payment of tax liability by delivering shares (code F).
  • Withheld shares: 12,442 shares at $2.83/share → $35,211 withheld to cover federal/state taxes.
  • Net shares received from this vesting: 11,645 (24,087 vested − 12,442 withheld).
  • Shares owned after transaction: not specified in this filing.
  • Footnotes: F1 explains the shares were relinquished solely to cover tax withholding; F2–F8 describe that these were RSUs (1 RSU = 1 share) with quarterly vesting schedules (1/16 each quarter starting in 2023–2026) and that RSUs either vest or are canceled.

Context

  • This was a routine RSU settlement with shares withheld for taxes (often called a cashless or share-withholding settlement), not an open-market sale or purchase.
  • Transaction codes: M = conversion/exercise of a derivative (here, RSU settlement); F = shares used to pay tax liability.
  • Such withholding to cover taxes is common and does not necessarily indicate a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-03-15
Garefis Amy
EVP, Chief People Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+5,237216,815 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+1,337218,152 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+4,553222,705 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+5,841228,546 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+7,119235,665 total
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-03-15$2.83/sh12,442$35,211223,223 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F3][F4]
    2026-03-155,23715,711 total
    Exercise: $0.00Class A Common Stock (5,237 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F5][F4]
    2026-03-151,3372,674 total
    Exercise: $0.00Class A Common Stock (1,337 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F6][F4]
    2026-03-154,55331,871 total
    Exercise: $0.00Class A Common Stock (4,553 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F7][F4]
    2026-03-155,84164,245 total
    Exercise: $0.00Class A Common Stock (5,841 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F8][F4]
    2026-03-157,119106,781 total
    Exercise: $0.00Class A Common Stock (7,119 underlying)
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.
Signature
/s/ Michael Johnson, Attorney-in-Fact for Reporting Person|2026-03-17

Documents

4 files
  • 4
    wk-form4_1773781675.xmlPrimary

    FORM 4

  • EX-24
  • GRAPHIC
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