ZipRecruiter Form 4: Chief Legal Officer sold 2,169 Class A shares

Rhea-AI Filing Summary

Ryan T. Sakamoto, EVP and Chief Legal Officer of ZipRecruiter, Inc. (ZIP), reported an open-market sale of Class A common stock executed on 08/18/2025 under a Rule 10b5-1 trading plan adopted on 09/11/2024. The filing shows 2,169 shares sold at a weighted-average price of $4.3833 (individual sale prices ranged $4.32–$4.49. After the reported sale the Form 4 lists 115,473 shares held directly and 77,700 shares held indirectly by the Sakamoto Living Trust dated 1/5/15, of which Mr. Sakamoto is trustee and beneficiary. The Form 4 is signed 08/20/2025 and notes the reporter will provide transaction price breakdowns on request.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-scheduled trading and procedural compliance
• Reporter discloses willingness to provide per-price breakdowns for the sales, which increases transparency

Negative

• Insider disposal of 2,169 Class A shares on 08/18/2025, representing insider selling activity
• Weighted-average sale price of $4.3833 may reflect realized insider liquidity at current market levels

Insights

Securities Analyst

TL;DR: Officer sold a small block under a pre-established 10b5-1 plan; no new material disclosure of company fundamentals.

The reported sale of 2,169 Class A shares by the Chief Legal Officer was effected pursuant to a Rule 10b5-1 plan, which typically means the transactions were pre-scheduled and not based on inside information available at the time of sale. The weighted-average price reported is $4.3833, with sale prices ranging $4.32 to $4.49. The filing discloses both direct and indirect holdings: 115,473 shares directly and 77,700 shares indirectly via a trust. For investors, this filing documents insider liquidity but does not convey operational or financial developments for ZipRecruiter.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan demonstrates procedural compliance; the disclosure of trust-held shares clarifies indirect ownership.

The Form 4 explicitly states the transactions were executed under a Rule 10b5-1 plan adopted 09/11/2024, which supports an affirmative defense against insider trading claims if the plan met regulatory conditions. The reporter identifies indirect beneficial ownership via the Sakamoto Living Trust and affirms willingness to provide detailed per-price sale breakdowns on request, which enhances transparency. No governance actions, departures, or new arrangements are disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAKAMOTO RYAN T.

(Last) (First) (Middle)

C/O ZIPRECRUITER, INC.

3000 OCEAN PARK BLVD., SUITE 3000

(Street)

SANTA MONICA CA 90405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/18/2025		S(1)		2,169	D	$4.3833(2)	115,473	D
Class A Common Stock								77,700	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.32 to $4.49 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.

Remarks:

	/s/ Ryan Sakamoto	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ZipRecruiter (ZIP) insider Ryan Sakamoto report on Form 4?

The Form 4 reports that Ryan T. Sakamoto sold 2,169 Class A shares on 08/18/2025 under a Rule 10b5-1 plan.

At what price were the ZIP shares sold by the insider?

The filing reports a weighted-average price of $4.3833, with individual sale prices ranging from $4.32 to $4.49.

Does the Form 4 state the trades were pre-scheduled or discretionary?

Yes. The transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/11/2024.

How many ZIP shares does Ryan Sakamoto beneficially own after the reported transaction?

The Form 4 lists 115,473 shares held directly and 77,700 shares held indirectly by the Sakamoto Living Trust dated 1/5/15.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 08/20/2025.