ZIPRECRUITER, INC.

Previous wording

For the three months ended June 30, 2025, our revenue was $112.2 million and we had a net loss of $9.5 million and Adjusted EBITDA of $9.3 million. For the three months ended June 30, 2024, our revenue was $123.7 million, and we generated net income of $7.0 million and Adjusted EBITDA of $27.8 million. For the six months ended June 30, 2025, our revenue was $222.3 million and we had a net loss of $22.3 million and Adjusted EBITDA of $15.3 million. For the six months ended June 30, 2024, our revenue was $245.9 million, and we generated net income of $0.5 million and Adjusted EBITDA of $48.6 million. Adjusted EBITDA is a financial measure not presented in accordance with GAAP. For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Key Operating Metrics and Non-GAAP Financial Measures.”

Current wording

For the three months ended September 30, 2025, our revenue was $115.0 million and we had a net loss of $9.8 million and Adjusted EBITDA of $9.2 million. For the three months ended September 30, 2024, our revenue was $117.1 million, and we had a net loss of $2.6 million and Adjusted EBITDA of $15.0 million. For the nine months ended September 30, 2025, our revenue was $337.3 million and we had a net loss of $32.2 million and Adjusted EBITDA of $24.5 million. For the nine months ended September 30, 2024, our revenue was $363.0 million, and we had a net loss of $2.1 million and Adjusted EBITDA of $63.6 million. Adjusted EBITDA is a financial measure not presented in accordance with GAAP. For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Key Operating Metrics and Non-GAAP Financial Measures.”

Previous wording

In the quarter ended June 30, 2025, Quarterly Paid Employers increased 4% when compared to the quarter ended March 31, 2025 versus a sequential decrease of 2% in the quarter ended June 30, 2024 when compared to the quarter ended March 31, 2024.

Current wording

In the quarter ended September 30, 2025, Quarterly Paid Employers increased 1% when compared to the quarter ended June 30, 2025 versus a sequential decrease of 7% in the quarter ended September 30, 2024 when compared to the quarter ended June 30, 2024.

Previous wording

In the quarter ended June 30, 2025, Revenue per Paid Employer decreased when compared to the quarter ended March 31, 2025. While we believe our products and services continued to improve and offered more value for employers of all sizes, we saw a sequential decline in Revenue per Paid Employer as new and returning Paid Employers ramped up hiring over the course of the quarter ended June 30, 2025, consistent with the trend from the previous quarter.

Current wording

In the quarter ended September 30, 2025, Revenue per Paid Employer increased when compared to the quarter ended June 30, 2025. We believe our products and services continued to improve and offered more value for employers of all sizes, especially for our performance-based customers, during the quarter ended September 30, 2025.

Previous wording

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated:

Current wording

The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated:

Previous wording

The following tables present net income (loss) margin and Adjusted EBITDA margin for each of the periods indicated:

Current wording

The following tables present net loss margin and Adjusted EBITDA margin for each of the periods indicated:

Previous wording

We are subject to federal and state income taxes in the United States, as well as several international jurisdictions. The effective tax rate for the three and six months ended June 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, or RSUs, certain non-deductible expenses including limitations on the amount of deductible officer compensation, state taxes, and net tax benefits from research and development tax credits. The effective tax rate for the three and six months ended June 30, 2024 differed from the U.S. federal statutory tax rate of 21% primarily due to tax detriments relating to the settlement of RSUs, certain non-deductible expenses including limitations on the amount of deductible officer compensation, state taxes, and net tax benefits from research and development tax credits.

Current wording

We are subject to federal and state income taxes in the United States, as well as several international jurisdictions. The effective tax rate for the three and nine months ended September 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, or RSUs, certain non-deductible expenses including limitations on the amount of deductible officer compensation, state taxes, and net tax benefits from research and development tax credits. The effective tax rate for the three and nine months ended September 30, 2024 differed from the U.S. federal statutory tax rate of 21% primarily due to tax detriments relating to the settlement of RSUs, limitations on the amount of deductible officer compensation, state taxes, and net tax benefits from research and development tax credits.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

There were immaterial fluctuations in general and administrative expenses for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively.

Current wording

There were immaterial fluctuations in general and administrative expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Gross margin was 89% in both the three months ended September 30, 2025 and September 30, 2024, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue.

Previous wording

Cost of revenue decreased by $1.0 million, or 8%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease of $0.7 million in partner revenue share. Gross margin was 89% and 90% in the three months ended June 30, 2025 and June 30, 2024, respectively, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue.

Current wording

Cost of revenue decreased by $2.5 million, or 7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a decrease of $1.7 million in partner revenue share. Gross margin was 89% in both the nine months ended September 30, 2025 and September 30, 2024, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue.

Previous wording

Sales and marketing expenses increased by $6.6 million, or 13%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Marketing and advertising spend increased $7.5 million compared to the prior-year period, partially offset by a $0.4 million decrease in stock-based compensation expense for our sales and marketing employees corresponding with lower headcount in the current-year period.

Current wording

Sales and marketing expenses increased by $5.0 million, or 9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Marketing and advertising spend increased $9.2 million compared to the prior-year period as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment. The increase was partially offset by a $2.1 million decrease in personnel-related costs and a $0.9 million decrease in stock-based compensation expense for our sales and marketing employees corresponding with lower headcount in the current-year period as well as a lower grant date fair value of equity awards recognized as expense in the current period.

Previous wording

Sales and marketing expenses increased by $10.4 million, or 10%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Marketing and advertising spend increased $13.4 million compared to the prior-year period, partially offset by a decrease of $2.1 million in personnel-related costs and a decrease of $0.8 million in stock-based compensation expense for our sales and marketing employees corresponding with lower headcount in the current period.

Current wording

Sales and marketing expenses increased by $15.4 million, or 10%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Marketing and advertising spend increased $22.6 million compared to the prior-year period as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment. The increase was partially offset by a decrease of $4.2 million in personnel-related costs and a decrease of $1.7 million in stock-based compensation expense for our sales and marketing employees corresponding with lower headcount in the current period as well as a lower grant date fair value of equity awards recognized as expense in the current period.

Previous wording

Research and development expenses decreased by $1.2 million, or 4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by a $2.5 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period, partially offset by a $0.5 million increase in amortization expense related to our finite-lived developed technology intangible asset acquired in July 2024 as part of the Breakroom acquisition.

Current wording

Research and development expenses decreased by $2.9 million, or 8%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by a $2.7 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period as well as a lower grant date fair value of equity awards recognized as expense in the current period.

Previous wording

Research and development expenses decreased by $4.0 million, or 6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily driven by a $4.5 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period, partially offset by a $1.0 million increase in amortization expense related to our finite-lived developed technology intangible asset acquired in July 2024 as part of the Breakroom acquisition.

Current wording

Research and development expenses decreased by $6.9 million, or 7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily driven by a $7.2 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period as well as a lower grant date fair value of equity awards recognized as expense in the current period.

Previous wording

Income tax expense (benefit) decreased by $4.2 million, or 113%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in income tax expense (benefit) is primarily attributable to a decrease in income before income taxes.

Current wording

Income tax expense (benefit) increased by $3.3 million, or 183%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in income tax expense (benefit) is primarily attributable to the difference in the pretax losses in each period and a decrease in research and development tax credits claimed in the current period.

Previous wording

Income tax expense (benefit) decreased by $0.3 million, or 39%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease in income tax expense (benefit) is primarily attributable to a decrease in income before income taxes.

Current wording

Income tax expense (benefit) decreased by $0.9 million, or 47%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in income tax expense (benefit) is primarily attributable to a decrease in income before income taxes.

Previous wording

As of June 30, 2025, we had cash, cash equivalents, and marketable securities totaling $421.2 million and $286.6 million available in unused borrowing capacity under our credit facility. We have financed our operations and capital expenditures primarily through cash generated from operations, sales of shares of common and preferred stock and from our senior unsecured notes, bank loans, and convertible notes. As of June 30, 2025, we had no amounts outstanding under our credit facility.

Current wording

As of September 30, 2025, we had cash, cash equivalents, and marketable securities totaling $411.0 million and $287.4 million available in unused borrowing capacity under our credit facility. We have financed our operations and capital expenditures primarily through cash generated from operations, sales of shares of common and preferred stock and from our senior unsecured notes, bank loans, and convertible notes. As of September 30, 2025, we had no amounts outstanding under our credit facility.

Previous wording

In April 2021, we entered into a $250.0 million credit facility agreement with a syndicate of banks. In July 2024, we entered into a supplement to the credit facility agreement which increased the aggregate revolving commitments available under the credit facility from $250.0 million to $290.0 million. The credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon our Net Leverage Ratio. Our Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $550.0 million, divided by the trailing 12 months of earnings, adjusted for items such as non-cash expenses and other nonrecurring transactions. We are also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the credit facility at a rate between 0.25% to 0.35%, depending on our Net Leverage Ratio. The amount available under the credit facility is reduced by letters of credit outstanding, which totaled $3.4 million as of June 30, 2025. The letters of credit outstanding relate to various leased office spaces.

Current wording

In April 2021, we entered into a $250.0 million credit facility agreement with a syndicate of banks. In July 2024, we entered into a supplement to the credit facility agreement which increased the aggregate revolving commitments available under the credit facility from $250.0 million to $290.0 million. The credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon our Net Leverage Ratio. Our Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $550.0 million, divided by the trailing 12 months of earnings, adjusted for items such as non-cash expenses and other nonrecurring transactions. We are also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the credit facility at a rate between 0.25% to 0.35%, depending on our Net Leverage Ratio. The amount available under the credit facility is reduced by letters of credit outstanding, which totaled $2.6 million as of September 30, 2025. The letters of credit outstanding relate to various leased office spaces.

Previous wording

As of June 30, 2025, our board of directors has authorized us to repurchase up to $650.0 million of our outstanding common stock, with no fixed expiration. During the six months ended June 30, 2025, we repurchased 14.9 million shares of our Class A common stock for $83.9 million under our share repurchase program, including 6.2 million shares of our Class A common stock delivered under a Rule 10b5-1 plan totaling $35.0 million, 5.7 million shares of our Class A common stock purchased in the open market totaling $32.9 million, and 3.0 million shares of our Class A common stock purchased in a privately negotiated transaction with certain entities affiliated with Institutional Venture Partners totaling $16.0 million.

Current wording

As of September 30, 2025, our board of directors has authorized us to repurchase up to $750.0 million of outstanding shares of our common stock. During the nine months ended September 30, 2025, we repurchased 17.1 million shares of our Class A common stock for $93.9 million under our share repurchase program, including 6.2 million shares of our Class A common stock delivered under a Rule 10b5-1 plan totaling $35.0 million, 6.3 million shares of our Class A common stock purchased in the open market totaling $35.9 million, and 4.6 million shares of our Class A common stock purchased in privately negotiated transactions with certain entities affiliated with Institutional Venture Partners totaling $23.0 million.

Previous wording

Approximately $39.2 million remains available for future repurchases of our common stock under our share repurchase program as of June 30, 2025. For more information, see Note 10 – Share Repurchase Program to our condensed consolidated financial statements included in this report.

Current wording

Approximately $129.2 million remains available for future repurchases of our common stock under our share repurchase program as of September 30, 2025. For more information, see Note 10 – Share Repurchase Program to our condensed consolidated financial statements included in this report.

Previous wording

During the three and six months ended June 30, 2025, we continued investing primarily in highly rated debt securities and money market mutual funds to manage our excess cash reserves. The primary objectives in investing our excess cash reserves are to preserve capital, provide sufficient liquidity to satisfy both operational cash flow requirements and potential strategic investment opportunities, and to obtain a reasonable or market rate of return on investments. We consider all of our investments as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities within current assets in our condensed consolidated balance sheets.

Current wording

During the three and nine months ended September 30, 2025, we continued investing primarily in highly rated debt securities and money market mutual funds to manage our excess cash reserves. The primary objectives in investing our excess cash reserves are to preserve capital, provide sufficient liquidity to satisfy both operational cash flow requirements and potential strategic investment opportunities, and to obtain a reasonable or market rate of return on investments. We consider all of our investments as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities within current assets in our condensed consolidated balance sheets.

Previous wording

As of June 30, 2025, we held $250.8 million in total investments, consisting of money market mutual funds and available-for-sale debt securities. These investments are included within cash and cash equivalents and marketable securities within our condensed consolidated balance sheets. For more information, see Note 6 – Financial Instruments to our condensed consolidated financial statements included in this report.

Current wording

As of September 30, 2025, we held $248.5 million in total investments, consisting of money market mutual funds and available-for-sale debt securities. These investments are included within cash and cash equivalents and marketable securities within our condensed consolidated balance sheets. For more information, see Note 6 – Financial Instruments to our condensed consolidated financial statements included in this report.

Previous wording

For the six months ended June 30, 2024, cash provided by operating activities was $23.9 million resulting from our net income of $0.5 million, adjusted by non-cash charges of $37.3 million and a net decrease of $13.9 million in our operating assets and liabilities. The non-cash charges primarily resulted from $34.2 million for stock-based compensation expense, $5.9 million pertaining to amortization of intangible assets and depreciation, and $2.0 million pertaining to non-cash lease expense, partially offset by $5.3 million in amortization and accretion of marketable securities and $0.9 million related to the change in our deferred tax assets driven by our current year capitalization of research costs from a tax perspective. The decrease of $13.9 million related to changes in our operating assets and liabilities was primarily driven by a $9.2 million decrease in our accounts payable and accrued expenses and other liabilities, a $2.8 million increase in prepaid expenses and other assets, and a $2.7 million decrease in our operating lease liabilities.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities was $3.2 million resulting from our net loss of $32.2 million, adjusted by non-cash charges of $44.7 million and a net decrease of $9.3 million in our operating assets and liabilities. The non-cash charges primarily resulted from $38.3 million for stock-based compensation expense, $9.6 million pertaining to amortization of intangible assets and depreciation, and $2.6 million pertaining to non-cash lease expense, partially offset by $5.6 million in amortization and accretion of marketable securities and $3.3 million related to the change in our deferred income taxes. The decrease of $9.3 million related to changes in our operating assets and liabilities was primarily driven by a $6.9 million decrease in accrued interest, a $2.5 million decrease in our operating lease liabilities, a $2.3 million increase in accounts receivable, and a $1.1 million increase in prepaid expenses and other assets, partially offset by a $1.7 million increase in our accounts payable and accrued expenses and other liabilities, a $1.0 million decrease in other assets, a $0.5 million increase in deferred revenue, and a $0.3 million decrease in deferred commissions.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities was $0.6 million resulting from our net loss of $22.3 million, adjusted by non-cash charges of $24.0 million and a net decrease of $1.0 million in our operating assets and liabilities. The non-cash charges primarily resulted from $27.2 million for stock-based compensation expense, $6.4 million pertaining to amortization of intangible assets and depreciation, and $2.0 million pertaining to non-cash lease expense, partially offset by $9.2 million related to the change in our deferred tax assets driven by our current year capitalization of research costs from a tax perspective and $4.1 million in amortization and accretion of marketable securities. The decrease of $1.0 million related to changes in our operating assets and liabilities was primarily driven by a $2.8 million increase in accounts receivable and a $2.1 million decrease in our operating lease liabilities, partially offset by a $1.9 million increase in our accounts payable and accrued expenses and other liabilities, a $0.9 million increase in deferred revenue, a $0.7 million decrease in other assets, and a $0.4 million decrease in deferred commissions.

Current wording

For the nine months ended September 30, 2024, cash provided by operating activities was $33.2 million resulting from our net loss of $2.1 million, adjusted by non-cash charges of $54.7 million and a net decrease of $19.4 million in our operating assets and liabilities. The non-cash charges primarily resulted from $49.2 million for stock-based compensation expense, $9.1 million pertaining to amortization of intangible assets and depreciation, and $3.0 million pertaining to non-cash lease expense, partially offset by $8.0 million in amortization and accretion of marketable securities and $1.6 million related to the change in our deferred tax assets driven by our current year capitalization of research costs from a tax perspective. The decrease of $19.4 million related to changes in our operating assets and liabilities was primarily driven by an $8.1 million increase in prepaid expenses and other assets, a $6.8 million decrease in accrued interest, a $5.0 million decrease in our accounts payable and accrued expenses and other liabilities, and a $4.0 million decrease in our operating lease liabilities, partially offset by a $3.0 million decrease in accounts receivable and a $1.5 million decrease in deferred commissions.

Previous wording

For the six months ended June 30, 2025, cash provided by investing activities was $68.5 million resulting from $342.2 million received from paydowns, maturities and redemptions of marketable securities and $1.0 million received from sales of marketable securities, partially offset by $270.1 million used in purchases of marketable securities and $4.0 million capitalized for software development costs.

Current wording

For the nine months ended September 30, 2025, cash provided by investing activities was $86.9 million resulting from $493.5 million received from paydowns, maturities and redemptions of marketable securities and $1.0 million received from sales of marketable securities, partially offset by $401.6 million used in purchases of marketable securities and $5.0 million capitalized for software development costs.

Previous wording

For the six months ended June 30, 2024, cash used in investing activities was $15.4 million resulting from $297.8 million used in purchases of marketable securities and $5.3 million capitalized for software development costs, partially offset by $288.0 million received from paydowns, maturities and redemptions of marketable securities.

Current wording

For the nine months ended September 30, 2024, cash used in investing activities was $47.1 million resulting from $480.1 million used in purchases of marketable securities, $12.0 million paid for the Breakroom acquisition, net of cash acquired, and $7.2 million capitalized for software development costs, partially offset by $452.7 million received from paydowns, maturities and redemptions of marketable securities.

Previous wording

For the six months ended June 30, 2024, cash used in financing activities was $19.9 million which consisted of $15.0 million used for the repurchase of common stock and $8.1 million for the net settlement of taxes on equity awards, partially offset by $2.6 million of proceeds from the issuance of stock under the employee stock purchase plan, and $0.6 million of proceeds from the exercise of stock options.

Current wording

For the nine months ended September 30, 2025, cash used in financing activities was $96.7 million which consisted of $94.1 million used for the repurchase of common stock, $5.9 million for the net settlement of taxes on equity awards, and $0.9 million for the payment of acquisition-related non-employee investor holdback consideration, partially offset by $2.5 million of proceeds from the exercise of stock options and $1.7 million of proceeds from the issuance of stock under the employee stock purchase plan.

Previous wording

For the six months ended June 30, 2025, cash used in financing activities was $84.1 million which consisted of $84.1 million used for the repurchase of common stock and $4.1 million for the net settlement of taxes on equity awards, partially offset by $2.4 million of proceeds from the exercise of stock options and $1.7 million of proceeds from the issuance of stock under the employee stock purchase plan.

Current wording

For the nine months ended September 30, 2024, cash used in financing activities was $43.6 million which consisted of $37.6 million used for the repurchase of common stock and $11.1 million for the net settlement of taxes on equity awards, partially offset by $3.6 million of proceeds from the issuance of stock under the employee stock purchase plan, and $1.5 million of proceeds from the exercise of stock options.