ZIPRECRUITER, INC.

1. Organization and Description of Business

ZipRecruiter, Inc. was incorporated in the state of Delaware on June 29, 2010. Hereinafter, ZipRecruiter, Inc. and its wholly owned subsidiaries ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., ZipRecruiter Canada Ltd., and Poplar Technologies Ltd. (d/b/a Breakroom) (“Breakroom”) are collectively referred to as “ZipRecruiter” or the “Company.” The Company is a two-sided marketplace that enables employers and job seekers to connect with one another online to fill job opportunities.

On December 2, 2025, the Company formally dissolved its ZipRecruiter UK Ltd. subsidiary. The dissolution of ZipRecruiter UK Ltd. did not have a material impact on the Company’s financial statements.

2. Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2025 has been derived from the Company’s audited consolidated financial statements.

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the condensed consolidated financial statements.

There have been no changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements and the related notes included in the 2025 Form 10-K.

The operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full year ending December 31, 2026 or any future period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes thereto. Actual results could differ from those estimates.

Cash and Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of cash on deposit with financial institutions and highly liquid investments with maturities of 90 days or less from the date of purchase.

Restricted cash consists of cash pledged as collateral for the letters of credit issued in conjunction with the Company’s long-term office leases. These funds are legally restricted from general corporate use and are released over time based on terms of the Company’s lease agreements. The Company classifies its restricted cash within “Prepaid expenses and other assets” and “Other assets” in the Company’s condensed consolidated balance sheets, based on the remaining term of the restrictions.

Investments

The Company classifies and accounts for its money market mutual funds which have readily determinable fair values as equity securities, and it carries such securities at fair value with unrealized gains and losses reported in other income (expense), net in its condensed consolidated statements of operations.

The Company classifies and accounts for its debt securities as available-for-sale, and it carries such securities at fair value with unrealized gains and losses reported net of tax as a separate component of stockholders' deficit in accumulated other comprehensive income (loss). In connection with its available-for-sale debt securities, the Company recorded immaterial pre-tax unrealized gains and losses during the three and six months ended June 30, 2026 and 2025 in other comprehensive income (loss) withno associated tax expense.

The Company determines any realized gains and losses on the sale of its available-for-sale debt securities using a specific identification method, and it records such gains and losses through other income (expense), net in its condensed consolidated statements of operations. During the three months ended June 30, 2026 and 2025, the Company didnot have any sales of its available-for-sale debt securities and consequently, did not reclassify any amounts out of accumulated other comprehensive income (loss) into other income (expense), net in the condensed consolidated statements of operations. During the six months ended June 30, 2026 and 2025, the Company recorded $1.3 million and $1.0 million, respectively, in proceeds related to sales of its available-for-sale debt securities and no material gross realized gains or gross realized losses as a result of such sales. Such securities were purchased during the six months ended June 30, 2026 and 2025, and consequently, the Company did not reclassify any amounts out of beginning accumulated other comprehensive income (loss) into other income (expense), net in the condensed consolidated statements of operations.

Segments and Geographic Information

The Company operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, regularly reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources.

The accounting policies of the Company’s single reportable segment are the same as those described in the summary of significant accounting policies in Note 2 within the 2025 Form 10-K. The CODM uses net income (loss) as reported within the Company’s condensed consolidated statements of operations as the primary measure of profit or loss for purposes of assessing performance for the Company’s single reportable segment and determining how to allocate resources into the Company’s single reportable segment or into other parts of the entity, such as for acquisitions. Additionally, net income (loss) is used to monitor budget versus actual results to assess the performance of the segment. All cost and expense line items reported within the Company’s condensed consolidated statements of operations, as well as marketing and advertising expense, depreciation and amortization, and stock-based compensation expense, are significant.

The Company has disclosed amounts related to marketing and advertising expense within the table below in this Note 2, depreciation and amortization within the condensed consolidated statements of cash flows and stock-based compensation expense within Note 10. Additionally, the CODM does not evaluate operating or reportable segments using asset information.

Sales and marketing costs are expensed as incurred, and consist of the following:

Marketing and advertising expense includes advertising, online lead generation, customer and industry events and candidate acquisition. Other sales and marketing expense includes personnel-related costs (including salaries, sales commissions, bonuses, benefits, and stock-based compensation) for the Company’s sales and marketing employees, marketing activities, and related allocated overhead costs. The Company allocates a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to other sales and marketing expense based on headcount.

Revenue is attributed to geographic regions based on locations where services are provided to the Company’s customers. Foreign countries outside of the United States, in aggregate, accounted for less than 2% of the Company’s revenue for each of the three and six months ended June 30, 2026 and 2025. In addition, long-lived assets outside of the United States were not material as of June 30, 2026 and December 31, 2025.

Concentrations of Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, marketable securities, and accounts receivable. The Company maintains its cash accounts with large financial institutions and at times, the cash accounts may exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses in such accounts. The Company monitors the relative credit standing of the financial institutions with which it transacts and limits its credit exposure to any singular entity. Accordingly, the Company believes minimal credit risk exists with respect to these cash balances.

The Company invests only in highly rated debt and equity securities. The Company believes the financial institutions that hold its investments are financially sound, and accordingly, are subject to minimal credit risk.

One customer accounted for 17% and 14% of the Company’s outstanding accounts receivable as of June 30, 2026 and December 31, 2025, respectively. One additional customer accounted for 10% and 16% of the Company’s outstanding accounts receivable as of June 30, 2026 and December 31, 2025, respectively. The Company closely monitors the financial conditions of the foregoing customers, which have been in good credit standing. No other customer individually accounted for 10% or more of the Company’s outstanding accounts receivable as of June 30, 2026 and December 31, 2025. As such, the Company does not consider the concentration of its accounts receivable to be a material risk. For the three and six months ended June 30, 2026 and 2025, there were no customers that individually represented 10% or more of revenue.

The Company uses third parties to collect its credit card receivables and believes risk related to its credit card processors is minimal. The Company’s business is also subject to certain risks and concentrations related to its dependence on third-party suppliers for its hosting services.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated information about certain income statement expense line items on an annual and interim basis. The update will be effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs and increases the operability of the recognition guidance about when to start capitalizing software costs by removing all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The update will be effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on a prospective, modified, or retrospective basis. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements.

3. Net Income (Loss) Per Share

The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts):

The following table presents the Company’s diluted net income (loss) per share (in thousands, except per share amounts):

The weighted average number of potentially dilutive common stock equivalents of 6.1 million and 6.7 million were excluded from the computation of diluted net loss per share during the three and six months ended June 30, 2026, respectively, because their inclusion would have been anti-dilutive. The weighted average number of potentially dilutive common stock equivalents of 10.8 million and 11.2 million were excluded from the computation of diluted net loss per share during the three and six months ended June 30, 2025, respectively, because their inclusion would have been anti-dilutive.

4. Revenue Information

The Company disaggregates revenue intotwo streams: subscription revenue and performance-based revenue. The following table presents the Company’s revenue streams (in thousands):

The Company recognized $9.5 million and $10.4 million of revenue during the six months ended June 30, 2026 and 2025, respectively, that was included in the deferred revenue balances as of December 31, 2025 and 2024, respectively.

As of June 30, 2026 and December 31, 2025, the Company hadno contract assets.

Performance Obligations

No revenue was recognized during the three and six months ended June 30, 2026 and 2025 from performance obligations satisfied in previous periods.

As of June 30, 2026, the Company did not have any material remaining performance obligations expected to be recognized in the future. Generally, any remaining performance obligations relate primarily to subscription services such as time-based job posting plans, upsell services, and resume database plans that will be invoiced in future periods, and exclude (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company only recognizes revenue at the amount to which it has the right to invoice for services performed.

5. Financial Instruments

Fair Value Measurements

The following table presents the Company’s financial assets measured at fair value on a recurring basis, as well as the amortized cost basis and gross unrealized gains and losses of those assets as of June 30, 2026 (in thousands):

(1) The Company’s credit facility expired on its maturity date of April 30, 2026, and the Company elected not to renew it. Letters of credit previously issued against the credit facility remain outstanding and are cash collateralized by a $2.3 million restricted deposit. These funds are legally restricted from general corporate use and are released over time based on the terms of the Company’s lease agreements. Amounts with restriction periods of less than twelve months are classified within “Prepaid expenses and other assets” and amounts with restriction periods of twelve months or longer are classified within “Other assets” on the Company’s condensed consolidated balance sheets. As of June 30, 2026, restricted cash of $0.3 million was included in “Prepaid expenses and other assets” and $2.1 million was included in “Other assets.”

As of December 31, 2025, the Company’s financial assets consisted of the following (in thousands):

The Company’s money market mutual funds and treasury securities are measured at fair value using quoted prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. The fair values of the Company’s Level 2 commercial paper and certificates of deposit are determined using quoted prices in markets that are not active or using model-driven valuations employing significant inputs derived from observable market data. The fair values of the Company’s Level 2 corporate notes and obligations and asset-backed securities are determined using an evaluated price based on a compilation of reported market information, such as benchmark yield curves, credit spreads and estimated default rates.

The carrying amounts of the Company’s remaining financial instruments not discussed in the above table, including accounts receivable and accounts payable, approximate fair value because of their short-term maturities, except for the Company’s senior unsecured notes due 2030 (the “Notes”) which are valued on a quarterly basis for disclosure purposes only based on quoted prices for the Notes in less active markets and categorized accordingly as Level 2 in the fair value hierarchy. In June 2026, the Company entered into separate, privately negotiated repurchase agreements with certain holders of the Notes to repurchase $294.6 million of aggregate principal amount of the Notes for a discounted par value of $229.4 million (plus fees directly related to the transaction and accrued and unpaid interest to, but excluding, the applicable closing date). The aggregate fair value of the outstanding Notes was estimated to be approximately $195.9 million as of June 30, 2026. The aggregate fair value of the Notes was estimated to be approximately $429.0 million as of December 31, 2025. For more information on the Notes, including the repurchases completed in June 2026, see Note 7.

Equity Securities

The Company’s investments in equity securities consist primarily of money market mutual funds. During the three and six months ended June 30, 2026 and 2025, the Company recordedno unrealized gains or losses in connection with its money market mutual funds held as of June 30, 2026.

Available-for-sale Debt Securities

The following table summarizes the fair value of the Company’s available-for-sale debt securities by contractual maturity as of June 30, 2026 (in thousands):

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

The following table summarizes the available-for-sale debt securities which have been in a continuous unrealized loss position for less than 12 months as of June 30, 2026 and December 31, 2025 (in thousands):

The Company hadno available-for-sale debt securities in a continuous unrealized loss position for more than 12 months as of June 30, 2026 or December 31, 2025.

The Company didnot recognize any credit losses for its available-for-sale debt securities during the three and six months ended June 30, 2026 and 2025. The Company hadno ending allowance balances for credit losses as of June 30, 2026 or December 31, 2025.

During the three months ended June 30, 2026 and 2025, the Company hadno sales of its available-for-sale debt securities. During the six months ended June 30, 2026 and 2025, the Company recorded $1.3 million and $1.0 million, respectively, in proceeds related to sales of its available-for-sale debt securities. The Company recorded no material gross realized gains or gross realized losses in its condensed consolidated statements of operations as a result of such sales.

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):

7. Debt

Credit Facility

In April 2021, the Company entered into a $250.0 million credit facility agreement with a syndicate of banks. In July 2024, the Company 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 the Company elected not to renew it. At the time of expiration, there wereno 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.

Senior Unsecured Notes

On January 12, 2022, the Company issued an aggregate principal amount of $550.0 million senior unsecured Notes in a private placement. 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. Unpaid interest amounts are included within accrued interest in the Company’s condensed consolidated balance sheets. At its sole discretion, the Company has the option to redeem the Notes at any time in whole or in part at specified redemption prices.

In June 2026, the Company entered into separate, privately negotiated repurchase agreements with certain holders of the Notes to repurchase $294.6 million of aggregate principal amount of the Notes for a total repurchase price of $232.8 million (plus accrued and unpaid interest to, but excluding, the applicable closing date). The Company accounted for the repurchase of the Notes as a debt extinguishment, which resulted in a $59.3 million gain on debt extinguishment during the three and six months ended June 30, 2026. The gain, recognized in the same period when the debt is extinguished, represents the difference between the reacquisition price of the debt inclusive of $3.4 million of fees directly related to the transaction, and the net carrying amount of the debt being extinguished inclusive of the $2.5 million write-off of a portion of unamortized debt issuance costs.

The Company includes its Notes, net of debt issuance costs, within long-term borrowings in its condensed consolidated balance sheets. As of June 30, 2026, the Company had a carrying amount of approximately $2.2 million of debt issuance costs related to the Notes.

For the three months ended June 30, 2026 and 2025, the Company recognized $6.6 million and $7.2 million, respectively, in interest expense related to the Notes. Such interest expense includes $0.3 million related to the amortization of debt issuance costs for both the three months ended June 30, 2026 and 2025. For the six months ended June 30, 2026 and 2025, the Company recognized $13.8 million and

$14.3 million, respectively, in interest expense related to the Notes. Such interest expense includes $0.6 million related to the amortization of debt issuance costs for both the six months ended June 30, 2026 and 2025. The Notes had an effective interest rate of 5.4% for all periods.

8. Commitments and Contingencies

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. However, if the Company determines that a contingent loss is reasonably possible and the loss or range of loss can be estimated, the Company will disclose the possible loss in the condensed consolidated financial statements. Legal costs relating to loss contingencies are expensed as incurred.

Proposed Class Action Alleging Breach of Fiduciary Duties

On June 17, 2026, a purported stockholder of the Company filed a proposed class action lawsuit in the Delaware Court of Chancery against the Company and certain current and former members of the Company’s board of directors (the “Director Defendants”) under the caption Smith v. ZipRecruiter, Inc.(the “Complaint”). The Complaint generally alleges that the Director Defendants breached their fiduciary duties in connection with the Company’s share repurchase program authorized by the Company’s board of directors. The Complaint seeks, among other things, monetary damages, disgorgement of any unjust enrichment, interest, and reasonable attorneys’ fees and costs. The Company disputes the allegations in the Complaint and intends to vigorously defend against them. At this time, the Company is unable to predict the outcome of this proceeding or reasonably estimate the amount or range of any possible loss.

Indemnification

In the ordinary course of business, the Company may provide indemnification of varying scopes and terms to customers, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from certain claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. As of June 30, 2026, the Company hasnot accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is neither probable nor reasonably estimable.

9. Share Repurchase Program

The Company’s board of directors has authorized the Company to repurchase up to $750.0 million of outstanding shares of its common stock pursuant to a share repurchase program (the “Program”). Under the Program, the Company may repurchase shares of common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans. The Program does not obligate the Company to repurchase shares of common stock. There is no minimum or maximum number of shares to be repurchased under the Program.

During the six months ended June 30, 2026, the Company repurchased 3.5 million shares of its Class A common stock for an aggregate purchase price of $9.4 million under the Program through open market purchases.

Approximately $111.8 million remains available for future repurchases of common stock under the Program as of June 30, 2026.

All shares repurchased under the Program were immediately retired. Repurchased shares reduced the Company’s outstanding shares and its weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share.

10. Stock-Based Compensation

Total stock-based compensation expense is recorded in the condensed consolidated statements of operations as follows (in thousands):

Equity Incentive Plan

Under the Company’s 2021 Equity Incentive Plan, as of June 30, 2026,49.9 million shares of Class A common stock were authorized, of which 30.0 million shares of Class A common stock were available for future issuance. The number of shares reserved for issuance was increased in January 2026 pursuant to the evergreen provisions set forth in the 2021 Equity Incentive Plan.

Restricted Stock Units

For all restricted stock units (“RSUs”), the Company recorded stock-based compensation expense of $7.7 million and $16.3 million during the three and six months ended June 30, 2026, respectively, and $13.0 million and $27.8 million during the three and six months ended June 30, 2025, respectively.

A summary of the Company’s RSU activity for the six months ended June 30, 2026 is as follows (in thousands, except weighted average information):

As of June 30, 2026, total unrecognized stock-based compensation expense for unvested RSUs was $40.1 million, which is expected to be recognized over a weighted average period of 1.1 years.

11. Income Taxes

The Company computes its provision for income taxes by applying the estimated annual effective tax rate to pretax income or loss and adjusts the provision for discrete tax items recorded in the period. The income tax expense (benefit), effective tax rates, and statutory federal income tax rates for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands, except percentages):

The effective tax rate for the three and six months ended June 30, 2026 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, 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 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.

In the normal course of business, the Company is subject to taxation from and is regularly audited by federal, state, and foreign tax authorities. As of June 30, 2026, the Company’s 2023 and 2024 income tax returns have been selected by the Internal Revenue Service for examination. Additionally, the Company is undergoing routine tax examinations in various state and foreign taxing jurisdictions in which the Company has operated. The Company believes that any income taxes ultimately assessed by any taxing authorities will not materially exceed the amounts the Company has already provided.

The realizability of the Company’s deferred tax assets is dependent on generating sufficient future taxable income. Should estimates of future taxable income decline or if sustained cumulative losses emerge, it is possible the amount of the deferred tax asset considered realizable may be reduced. Any future reduction in the realizability of the Company’s deferred tax assets would necessitate an increase to the valuation allowance, resulting in a non-cash income tax expense recognized in the consolidated statements of operations.