As filed with the Securities and Exchange Commission on February 25, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZipRecruiter, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-2976158 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
3000 Ocean Park Blvd., Suite 3000 Santa Monica, CA 90405 (877) 252-1062 (Address of principal executive offices) (Zip Code) | ||||||||
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Ryan Sakamoto
Chief Legal Officer
ZipRecruiter, Inc.
3000 Ocean Park Blvd., Suite 3000
Santa Monica, CA 90405
(877) 252-1062
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Kevin C. Reyes
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
(858) 523-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☒ | ||||
Non-accelerated filer ☐ | Smaller reporting company ☐ | ||||
Emerging growth company ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Registration of Additional Shares
Pursuant to General Instruction E
Pursuant to General Instruction E of Form S-8, ZipRecruiter, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 13,632,690 additional shares of Class A common stock under the Registrant’s 2021 Equity Incentive Plan and 2,194,909 additional shares of Class A common stock under the Registrant’s 2021 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on February 28, 2024 (Registration No. 333-277462), February 27, 2023 (Registration No. 333-270073), March 3, 2022 (Registration No. 333-263261), and May 14, 2021 (Registration No. 333-256155). In accordance with the instructional note of Part I of Form S-8 as
promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 25, 2026; | ||||||||||
| (b) | the Company's Current Reports on Form 8-K filed with the Commission on February 10, 2026 and February 25, 2026 (other than information furnished under Item 2.02 or Item 7.01); and | ||||||||||
| (c) | the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-40406) filed with the Commission on May 11, 2021 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. | ||||||||||
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such Items) and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
As permitted by the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation contains provisions that eliminate the personal liability of its directors and officers for monetary damages for any breach of fiduciary duties as a director, except liability for the following:
•any breach of the director’s duty of loyalty to the Registrant or its stockholders;
•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•under Section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases); or
•any transaction from which the director derived an improper personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant’s amended and restated bylaws provide that:
•the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;
•the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;
•the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and
•the rights conferred in the restated bylaws are not exclusive.
The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. The indemnification provisions in the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.
The Registrant currently carries liability insurance for its directors and officers.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||||||||||||||||||||
| 3.1 | 10-Q | 001-40406 | 3.1 | 8/07/2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-40406 | 3.1 | 4/27/2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| 4.1 | S-1 | 333-255488 | 4.1 | 4/23/2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| 4.2 | S-8 | 333-256155 | 4.6 | 5/14/2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| 4.3 | S-8 | 333-256155 | 4.9 | 5/14/2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| 4.4 | S-1 | 333-255488 | 10.5 | 4/23/2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||||||||||||||||||||
| 107.1 | X | |||||||||||||||||||||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 25th day of February, 2026.
| ZIPRECRUITER, INC. | ||||||||
| By: | /s/ Ian Siegel | |||||||
| Ian Siegel | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ryan Sakamoto, Timothy Yarbrough and David Travers, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Ian Siegel | Chief Executive Officer and Director (Principal Executive Officer) | February 25, 2026 | ||||||||||||
| Ian Siegel | ||||||||||||||
/s/ Timothy Yarbrough | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | February 25, 2026 | ||||||||||||
| Timothy Yarbrough | ||||||||||||||
/s/ Lora Bartolome | Senior Vice President, Accounting and Controller (Principal Accounting Officer) | February 25, 2026 | ||||||||||||
Lora Bartolome | ||||||||||||||
/s/ Brie Carere | Director | February 25, 2026 | ||||||||||||
| Brie Carere | ||||||||||||||
/s/ Mike Gupta | Director | February 25, 2026 | ||||||||||||
| Mike Gupta | ||||||||||||||
/s/ Cipora Herman | Director | February 25, 2026 | ||||||||||||
| Cipora Herman | ||||||||||||||
/s/ Blake Irving | Director | February 25, 2026 | ||||||||||||
| Blake Irving | ||||||||||||||
/s/ Emily McEvilly | Director | February 25, 2026 | ||||||||||||
| Emily McEvilly | ||||||||||||||
/s/ Jennifer Saenz | Director | February 25, 2026 | ||||||||||||
| Jennifer Saenz | ||||||||||||||