Garefis Amy 4

What Happened

• Amy Garefis, EVP & Chief People Officer of ZipRecruiter, had 24,087 restricted stock units (RSUs) settle on June 15, 2026 (reported on Form 4 filed June 17, 2026). Of those vested shares, 12,755 shares were relinquished/withheld to cover tax obligations at a reported price of $3.61 per share (total value ≈ $46,046) and 9,113 shares were sold in the open market under a 10b5-1 plan for a weighted average price of $3.62 per share (total proceeds ≈ $33,000; sales executed at prices ranging $3.52–$3.71). After withholding and sales, Garefis retained a net 2,219 shares (24,087 vested − 12,755 withheld − 9,113 sold).

Key Details

• Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (timely within the usual two-business-day window).
• Vesting/settlement: 24,087 RSUs converted to shares (reported as derivative exercise/conversion, code M).
• Tax withholding: 12,755 shares relinquished/cancelled to cover tax liability (code F) at $3.61 per share (≈ $46,046). Footnote F1 explains these shares were cancelled by the issuer to satisfy withholding.
• Open-market sale: 9,113 shares sold pursuant to a Rule 10b5-1 plan (adopted March 14, 2026; footnote F2). Reported weighted average sale price $3.62; individual trades ranged $3.52–$3.71 (footnote F3). Total proceeds reported ≈ $33,000.
• Shares held after transaction (net retained): 2,219 shares.
• RSU terms: Each RSU converts to one share on settlement (footnote F4). Vesting schedule referenced (footnote F10) indicates 1/16 of total shares vest quarterly beginning March 15, 2026. RSUs do not expire (footnote F6).

Context

• These transactions reflect RSU vesting and routine tax-related share withholding plus sales under a pre-established 10b5-1 plan — common for executives when equity awards settle. The derivative code M indicates conversion/settlement of RSUs; code F indicates shares used to cover taxes; code S indicates an open-market sale. Because the sale was executed under a 10b5-1 plan and some shares were withheld solely for taxes, these actions do not necessarily indicate a change in the insider’s view of the company.