Ziprecruiter (ZIP) risk factors, 2025 10-K

Operational Risks

1. 01Our business is significantly affected by fluctuations in general economic conditions. There is risk that any economic recovery may be delayed, short-lived and/or uneven, and may not result in increased demand for our services
2. 02We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results, and financial condition
3. 03Our marketplace functions on software that is highly technical and complex and if it fails to perform properly, our reputation could be adversely affected, our market share could decline and we could be subject to liability claims
4. 04Our future success depends in part on employers purchasing and renewing or upgrading subscriptions and performance-based services from us. Any decline in our user renewals or upgrades or performance-based services could harm our future operating results
5. 05Our future success also depends in part on our ability to sell upsell services to employers who use our marketplace. If employers do not purchase upsell services from us, our revenue may decline and our operating results may be harmed
6. 06Significant segments of the market for job advertisement services may have hiring needs and service preferences that are subject to greater volatility than the overall economy
7. 07Our efforts and ability to sell to a broad mix of businesses could adversely affect our operating results in a given period
8. 08Officer, or other members of our senior management team, we may not be able to execute on our business strategy
9. 09If internet search engines’ methodologies or other channels that we use to direct traffic to our website are modified to our disadvantage, or our search result page rankings decline for other reasons, our user growth could decline
10. 10If we fail to scale our business effectively, our business, operating results, and financial condition could be adversely affected
11. 11Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business, which makes our future results difficult to predict
12. 12Our success depends on our ability to maintain the value and reputation of the ZipRecruiter brand
13. 13If we are not able to provide successful enhancements, and new products, services, and features, our business could be adversely affected
14. 14The forecasts of growth of online recruitment may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, we cannot assure you that our business will grow at a similar rate, if at all
15. 15The growth of our marketplace depends in part on the success of our strategic relationships with our Job Distribution Partners and Job Acquisition Partners
16. 16Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed
17. 17Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate
18. 18Our business is seasonal
19. 19We derive substantially all of our revenue from job advertisements
20. 20Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our user base and achieve broader market acceptance of our services
21. 21Paid Employers may demand more configuration and integration services, or customized features and functions that we do not offer, which could adversely affect our business and operating results
22. 22Any failure to offer high-quality technical support services may adversely affect our relationships with our Paid Employers and our financial results
23. 23We have incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not sustain profitability
24. 24We rely on Amazon Web Services, or AWS, to host our marketplace, and any disruption of service from AWS or material change to our arrangement with AWS could adversely affect our business
25. 25services, we will experience higher costs to operate our business and may have to increase the fees to use our marketplace and our operating results may be adversely impacted
26. 26Many people are using mobile devices to access the internet. If we cannot optimize our websites for mobile access or offer a compelling mobile app, we may not remain competitive and could lose employers and job seekers
27. 27We face risks associated with having operations and employees located in Israel

Legal and Regulatory Risks

1. 28our operations may be disrupted, we may incur significant legal costs or liabilities, and our business could be adversely affected
2. 29adoption of our products and services and could have an adverse impact on our business. As a result, we may need to modify the way we treat, process, or store such information or offer our products and services
3. 30Our business uses AI Technologies, and the deployment, use and maintenance of these technologies involve significant technological and legal risks
4. 31Failure to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act, or FCPA, and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences
5. 32We are subject to a wide variety of foreign and domestic laws. As we look to expand our international footprint over time and as new domestic laws are implemented, we may become obligated to comply with additional laws and regulations of the countries or markets in which we operate or have employers and job seekers
6. 33significantly impact consumer protection, advertising, privacy, AI, anti-corruption and anti-money laundering practices and other regulatory regimes with which we are required to comply
7. 34We face payment and fraud risks that could adversely impact our business
8. 35We plan to expand our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful
9. 36These factors and other factors could harm our international operations and, consequently, materially impact our business, operating results, and financial condition
10. 37Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our marketplace, disrupt our communication processes, and adversely affect our business
11. 38From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental investigations that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results
12. 39Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our employers and job seekers, which could increase the costs of our services and adversely impact our business
13. 40inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows
14. 41Our business is subject to the risk of earthquakes, fire, power outages, floods, public health crises, including pandemics, and other catastrophic events, and to interruption by man-made problems such as terrorism
15. 42Our indebtedness could adversely affect our liquidity and financial condition
16. 43We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
17. 44Covenants in our debt agreements may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely impacted
18. 45We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, consume resources that are necessary to sustain our business, and adversely affect our operating results
19. 46We may require additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may result in stockholder dilution
20. 47The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members
21. 48Our management team has limited experience managing a public company
22. 49Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
23. 50If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected
24. 51Fluctuations in currency exchange rates could harm our operating results and financial condition

Risks Related to the Ownership of Our Class A Common Stock

1. 52Market volatility may affect the value of an investment in our Class A common stock and could subject us to litigation
2. 53The dual class structure of our common stock may adversely affect the trading market for our Class A common stock
3. 54Our share repurchase program could affect the price of our Class A common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our Class A common stock
4. 55If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business or our future prospects, the price of our Class A common stock and trading volume could decline
5. 56We do not intend to pay dividends for the foreseeable future
6. 57Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management
7. 58Our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees
8. 59deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder