Form 4: ZipRecruiter Executive Sells Shares for Tax Withholding

Amy Garefis, EVP and Chief People Officer at ZipRecruiter, has disposed of company shares primarily to cover tax obligations related to vested Restricted Stock Units (RSUs).

Summary

• Amy Garefis, Executive Vice President and Chief People Officer of ZipRecruiter, Inc., reported transactions involving Class A Common Stock on June 15, 2026.
• These transactions included the relinquishment and cancellation of shares by the Issuer to cover federal and state tax withholding obligations arising from the vesting of Restricted Stock Units (RSUs).
• A total of 9,113 shares were disposed of with a weighted average sale price ranging from $3.52 to $3.71 per share.
• The reporting person has adopted a Rule 10b5-1 trading plan, indicating these sales were pre-planned.
• Following these transactions, Garefis beneficially owns 222,910 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While it involves the disposal of shares, it is clearly explained as a tax-related event under a pre-established trading plan, which mitigates concerns about insider selling based on negative non-public information.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, suggesting a structured and pre-determined approach to managing equity.
• The disposal of shares was specifically to cover tax liabilities, a common and expected event for executives upon vesting of equity awards.
• The company is fulfilling its tax withholding obligations for its executive.

Negatives

• A significant number of shares (9,113) were disposed of, which could be perceived negatively by the market if not understood in context.
• The weighted average sale price of $3.52 to $3.71 per share indicates a potentially lower valuation compared to previous periods or market expectations.

Risks

• The Rule 10b5-1 trading plan, while providing a defense against insider trading allegations, still involves the sale of company stock by a key executive.
• The weighted average sale price suggests a potential decline in the stock's market value, which could be a concern for investors.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions related to equity compensation and tax obligations.

Management Comments

• 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.
• The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2026.
• The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.71 per share, inclusive.
• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard for reporting insider transactions. The use of a Rule 10b5-1 plan by an executive at ZipRecruiter is common practice for managing equity compensation and diversification, especially in the tech sector where equity awards are prevalent. The specific price range of the sales may reflect current market conditions for the company's stock.

Stakeholder Impact

• Shareholders: May observe a slight increase in the float of Class A Common Stock available for trading. The context of tax withholding under a 10b5-1 plan should temper negative sentiment.
• Employees: The transaction does not directly impact employees, but it is a routine event for executives managing equity compensation.
• Management: Demonstrates adherence to regulatory requirements and established equity management practices.

Next Steps

• Continued monitoring of ZipRecruiter's stock performance and future insider transactions.
• Review of subsequent SEC filings for any further disclosures related to executive compensation or trading plans.

Key Dates

Keywords

Form 4, SEC Filing, ZipRecruiter, Amy Garefis, Class A Common Stock, Restricted Stock Units, RSU Vesting, Tax Withholding, Rule 10b5-1, Insider Trading, Beneficial Ownership