ZIPRECRUITER, INC.

Previous wording

For the three months ended March 31, 2026, our revenue was $107.5 million and we had a net loss of $4.7 million and Adjusted EBITDA of $9.7 million. For the three months ended March 31, 2025, our revenue was $110.1 million, and we had a net loss of $12.8 million and Adjusted EBITDA of $5.9 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 June 30, 2026, our revenue was $118.1 million and we generated net income of $43.4 million and Adjusted EBITDA of $14.6 million. 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 six months ended June 30, 2026, our revenue was $225.6 million and we generated net income of $38.7 million and Adjusted EBITDA of $24.3 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. 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 March 31, 2026, Revenue per Paid Employer decreased when compared to the quarter ended December 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 consistent with historical seasonality as new and returning Paid Employers ramped up hiring over the course of the quarter ended March 31, 2026, following the holiday slowdown.

Current wording

In the quarter ended June 30, 2026, Revenue per Paid Employer decreased when compared to the quarter ended March 31, 2026. We experienced an influx of new and returning Paid Employers, some of which only contributed revenue for a portion of the quarter, driving down Revenue per Paid Employer in the quarter ended June 30, 2026.

Previous wording

We define Adjusted EBITDA as our net income (loss) before interest expense, other income (expense), net, income tax expense (benefit), and depreciation and amortization, adjusted to eliminate stock-based compensation expense. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.

Current wording

We define Adjusted EBITDA as our net income (loss) before interest expense, gain on debt extinguishment, other income (expense), net, income tax expense (benefit), and depreciation and amortization, adjusted to eliminate stock-based compensation expense. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

The labor market remains subdued, with employers reducing their demand for hiring, at least in part due to effects of a variety of global business and macroeconomic factors, including inflationary pressures, elevated borrowing costs, cybersecurity incidents, changes in laws, regulations and administrative policy, including those that impact trade agreements and tariffs, and the impacts of the wars in Ukraine and the Middle East. Further, with those currently employed continuing to leave their jobs at a low rate during the three months ended March 31, 2026, hiring levels remained lower compared to the three months ended March 31, 2025. In the three months ended March 31, 2026, we delivered $107.5 million in revenue, a 2% decrease compared to the three months ended March 31, 2025. Despite the continued uncertainty in the labor market, we had a similar number of Quarterly Paid Employers in our marketplace in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

The labor market remains subdued, with lower hiring demand from employers, at least in part due to effects of a variety of global business and macroeconomic factors, including inflationary pressures, elevated borrowing costs, cybersecurity incidents, changes in laws, regulations and administrative policy, including those that impact trade agreements and tariffs, and the impacts of the wars in Ukraine and the Middle East. Despite the continued uncertainty in the labor market, we had a higher number of Quarterly Paid Employers in our marketplace during the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025. Additionally, in the three and six months ended June 30, 2026, we delivered $118.1 million and $225.6 million in revenue, respectively, a 5% and 1% increase compared to the three and six months ended June 30, 2025, respectively.

Previous wording

Interest expense consists of interest costs associated with our outstanding borrowings, undrawn fees associated with our credit facility, and amortization of issuance costs for our credit facility and senior unsecured notes.

Current wording

Interest expense consists of interest costs associated with our outstanding borrowings, undrawn fees associated with our expired credit facility, and amortization of issuance costs for our expired credit facility and senior unsecured notes.

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 months ended March 31, 2026 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, certain non-deductible expenses including limitations on the amount of deductible officer compensation, and state taxes, partially offset by 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 six months ended June 30, 2026 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, certain non-deductible expenses including limitations on the amount of deductible officer compensation, and state taxes, partially offset by net tax benefits from research and development tax credits. 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, 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.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

Revenue decreased by $2.5 million, or 2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. With those currently employed continuing to leave their jobs at a low rate during the three months ended March 31, 2026, hiring levels remained lower compared to the three months ended March 31, 2025, reflecting uncertainty in the economy. Subscription revenue decreased by $3.8 million, or 4%, and performance-based revenue increased by $1.3 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. While we believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with leading matching technology to help employers identify and recruit standout candidates, we saw an overall decline in employer spending on our marketplace products and services during the three months ended March 31, 2026. We believe the year-over-year decline reflects the prevailing softness in hiring demand amidst the challenging macroeconomic conditions.

Current wording

Revenue increased by $5.8 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Despite the continued uncertainty in the labor market, we had a higher number of Quarterly Paid Employers in our marketplace during the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025. Performance-based revenue increased by $3.7 million, or 15%, and subscription revenue increased by $2.1 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. We saw an overall increase in employer spending on our marketplace products and services during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. We believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with leading matching technology to help employers identify and recruit standout candidates.

Previous wording

Sales and marketing expenses decreased by $3.5 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $2.7 million decrease in personnel-related costs and a $1.0 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. The decrease was partially offset by a $1.2 million increase in marketing and advertising spend as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment.

Current wording

Sales and marketing expenses decreased by $2.6 million, or 2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $4.2 million decrease in personnel-related costs for our sales and marketing employees, corresponding with lower headcount in the current-year period. Stock-based compensation expense for our sales and marketing employees also decreased by $2.1 million corresponding with a lower grant date fair value of equity awards recognized as expense in the current period as well as lower headcount. The decrease was partially offset by a $4.2 million increase in marketing and advertising spend as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment.

Previous wording

Research and development expenses decreased by $7.2 million, or 22%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a $3.8 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. Personnel-related costs for our research and development employees also decreased by $3.0 million, primarily driven by lower headcount.

Current wording

Research and development expenses decreased by $5.7 million, or 18%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, 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. Personnel-related costs for our research and development employees also decreased by $2.2 million, primarily driven by lower headcount.

Previous wording

General and administrative expenses decreased by $2.3 million, or 13%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a $1.3 million decrease in stock-based compensation expense for our general and administrative employees corresponding with a lower grant date fair value of equity awards recognized as expense in the current period and lower headcount in the current period. Personnel-related costs for our general and administrative employees also decreased by $1.0 million, primarily driven by lower headcount.

Current wording

General and administrative expenses decreased by $3.1 million, or 9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a $2.7 million decrease in stock-based compensation expense for our general and administrative employees corresponding with a lower grant date fair value of equity awards recognized as expense in the current period and lower headcount in the current period. Personnel-related costs for our general and administrative employees also decreased by $1.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by lower headcount.

Previous wording

Total other income (expense), net increased by $2.0 million, or 98%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by a $1.2 million decrease related to income accretion for our marketable securities purchased at a discount and a $0.4 million decrease in interest income earned on both our marketable securities and cash equivalents.

Current wording

Total other income (expense), net increased by $58.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a $59.3 million gain on debt extinguishment recognized from the repurchase of a portion of our outstanding senior unsecured notes. The increase was partially offset by a $1.4 million decrease related to income accretion for our marketable securities purchased at a discount.

Previous wording

As of March 31, 2026, we had cash, cash equivalents, and marketable securities totaling $393.5 million. 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.

Current wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities totaling $173.8 million and restricted cash of $2.3 million. 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.

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. We had no amounts outstanding under the credit facility and were in compliance with our debt covenants as of March 31, 2026. The credit facility expired on its maturity date of April 30, 2026, and we elected not to renew it. At the time of expiration, there were no outstanding borrowings under the credit facility. Letters of credit previously issued against the credit facility remain outstanding and are cash collateralized by a $2.3 million restricted deposit.

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 expired on its maturity date of April 30, 2026, and we elected not to renew it. At the time of expiration, there were no outstanding borrowings under the credit facility. Letters of credit previously issued against the credit facility remain outstanding and are cash collateralized by a $2.3 million restricted deposit.

Previous wording

On January 12, 2022, we issued an aggregate principal amount of $550.0 million senior unsecured notes due 2030 in a private placement. The senior unsecured notes were issued pursuant to an indenture dated as of January 12, 2022, or the Indenture. Pursuant to the Indenture, the senior unsecured notes will mature on January 15, 2030 and bear interest at a rate of 5% per year. Interest on the senior unsecured notes is payable semi-annually in arrears on January 15 and July 15 of each year.

Current wording

On January 12, 2022, we issued an aggregate principal amount of $550.0 million senior unsecured notes due 2030, or the Notes, in a private placement. The Notes were issued pursuant to an indenture dated as of January 12, 2022, or the Indenture. Pursuant to the Indenture, the Notes will mature on January 15, 2030 and bear interest at a rate of 5% per year. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

Previous wording

At any time prior to January 15, 2030, we have the option, at our sole discretion, to redeem all or a portion of our senior unsecured notes subject to the payment of certain premiums, make-whole provisions, and accrued and unpaid interest. In addition, we may, at any time and from time to time, seek to retire or purchase our outstanding debt through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, which, if completed, could involve the use of cash, in amounts that may be material, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors that could materially affect our liquidity. Upon the occurrence of a change of control triggering event, we must offer to repurchase the senior unsecured notes at a repurchase price equal to 101% of the aggregate principal amount to be repurchased, and any accrued and unpaid interest.

Current wording

At any time prior to January 15, 2030, we have the option, at our sole discretion, to redeem all or a portion of the Notes subject to the payment of certain premiums, make-whole provisions, and accrued and unpaid interest. In addition, we may, at any time and from time to time, seek to retire or purchase our outstanding debt through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, which, if completed, could involve the use of cash, in amounts that may be material, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors that could materially affect our liquidity. Upon the occurrence of a change of control triggering event, we must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount to be repurchased, and any accrued and unpaid interest.

Previous wording

For more information on the senior unsecured notes, please see Note 11 – Debt to our audited consolidated financial statements in the 2025 Form 10-K.

Current wording

For more information on the Notes, please see Note 11 – Debt to our audited consolidated financial statements in the 2025 Form 10-K.

Previous wording

During the three months ended March 31, 2026, we repurchased 3.5 million shares of our Class A common stock for an aggregate purchase price of $9.4 million under our share repurchase program through open market purchases.

Current wording

During the six months ended June 30, 2026, we repurchased 3.5 million shares of our Class A common stock for an aggregate purchase price of $9.4 million under our share repurchase program through open market purchases.

Previous wording

As of March 31, 2026, we held $253.3 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 5 – Financial Instruments to our condensed consolidated financial statements included in this report.

Current wording

As of June 30, 2026, we held $105.4 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. During the three months ended June 30, 2026, a significant amount of our investments held at March 31, 2026 matured to fund the repurchases of the Notes. Our remaining investments consist of money market mutual funds and available-for-sale debt securities, which are included within cash and cash equivalents and marketable securities within our condensed consolidated balance sheets.

Previous wording

During the three months ended March 31, 2026, 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 six months ended June 30, 2026, we continued to manage our excess cash reserves by investing primarily in money market mutual funds and also in highly rated debt securities. 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

For the three months ended March 31, 2026, cash used in operating activities was $3.5 million resulting from our net loss of $4.7 million, adjusted by non-cash charges of $10.8 million and a net decrease of $9.6 million in our operating assets and liabilities. The non-cash charges primarily resulted from $8.4 million for stock-based compensation expense, $2.9 million pertaining to amortization of intangible assets and depreciation, and $0.5 million pertaining to non-cash lease expense, partially offset by $1.1 million in amortization and accretion of marketable securities and $0.9 million related to the change in our deferred income taxes. The decrease of $9.6 million related to changes in our operating assets and liabilities was primarily driven by a $6.8 million decrease in accrued interest, a $5.4 million decrease in our accounts payable and accrued expenses and other liabilities, a $0.6 million decrease in our operating lease liabilities, and a $0.1 million increase in prepaid expenses and other assets, partially offset by a $1.4 million decrease in accounts receivable, a $0.9 million increase in deferred revenue, a $0.7 million decrease in other assets, and a $0.3 million decrease in deferred commissions.

Current wording

For the six months ended June 30, 2026, cash provided by operating activities was $11.9 million resulting from our net income of $38.7 million, adjusted by non-cash items of $20.1 million and a net decrease of $6.7 million in our operating assets and liabilities. The non-cash items primarily resulted from a $59.3 million gain on debt extinguishment and $1.7 million in amortization and accretion of marketable securities, partially offset by $15.9 million related to the change in our deferred income taxes primarily driven by the utilization of carried forward tax losses resulting from the taxable gain on debt extinguishment, $15.7 million for stock-based compensation expense, $5.9 million pertaining to amortization of intangible assets and depreciation, and $1.0 million pertaining to non-cash lease expense. The decrease of $6.7 million related to changes in our operating assets and liabilities was primarily driven by a $7.0 million decrease in accrued interest, a $1.5 million increase in other assets, a $1.3 million increase in accounts receivable, a $1.2 million decrease in our operating lease liabilities, and a $1.2 million increase in prepaid expenses and other assets, partially offset by a $3.4 million increase in our accounts payable and accrued expenses and other liabilities, a $1.3 million increase in deferred revenue, and a $0.7 million decrease in deferred commissions.

Previous wording

For the three months ended March 31, 2025, cash used in operating activities was $9.9 million resulting from our net loss of $12.8 million, adjusted by non-cash charges of $12.8 million and a net decrease of $9.9 million in our operating assets and liabilities. The non-cash charges primarily resulted from $14.6 million for stock-based compensation expense, $3.0 million pertaining to amortization of intangible assets and depreciation, and $1.0 million pertaining to non-cash lease expense, partially offset by $4.6 million related to the change in our deferred tax assets driven by our current year capitalization of research costs from a tax perspective and $2.3 million in amortization and accretion of marketable securities. The decrease of $9.9 million related to changes in our operating assets and liabilities was primarily driven by a $6.9 million decrease in accrued interest associated with our senior unsecured notes, a $1.9 million decrease in our accounts payable and accrued expenses and other liabilities, a $1.7 million increase in accounts receivable, and a $1.4 million decrease in our operating lease liabilities, partially offset by a $0.9 million increase in deferred revenue and a $0.5 million decrease in deferred commissions.

Current 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.

Previous wording

For the three months ended March 31, 2026, cash provided by investing activities was $76.7 million resulting from $140.5 million received from paydowns, maturities and redemptions of marketable securities and $1.3 million received from sales of marketable securities, partially offset by $62.9 million used in purchases of marketable securities and $2.1 million capitalized for software development costs.

Current wording

For the six months ended June 30, 2026, cash provided by investing activities was $173.4 million resulting from $239.3 million received from paydowns, maturities and redemptions of marketable securities and $1.3 million received from sales of marketable securities, partially offset by $62.9 million used in purchases of marketable securities and $3.9 million capitalized for software development costs.

Previous wording

For the three months ended March 31, 2025, cash provided by investing activities was $39.1 million resulting from $187.6 million received from paydowns, maturities and redemptions of marketable securities and $1.0 million received from sales of marketable securities, partially offset by $146.7 million used in purchases of marketable securities and $2.6 million capitalized for software development costs.

Current 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.

Previous wording

For the three months ended March 31, 2026, cash used in financing activities was $10.3 million which consisted of $9.5 million used for the repurchase of common stock and $1.1 million for the net settlement of taxes on equity awards, partially offset by $0.3 million of proceeds from the exercise of stock options.

Current wording

For the six months ended June 30, 2026, cash used in financing activities was $241.3 million which consisted of $229.7 million for the repurchases of the Notes, $9.5 million for the repurchase of common stock, and $2.4 million for the net settlement of taxes on equity awards, partially offset by $0.3 million of proceeds from the exercise of stock options.

Previous wording

For the three months ended March 31, 2025, cash used in financing activities was $26.5 million which consisted of $27.5 million used for the repurchase of common stock and $2.2 million for the net settlement of taxes on equity awards, partially offset by $1.7 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.

Current 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.