ZipRecruiter (ZIP) EVP reports stock sale and RSU vesting in SEC filing

Rhea-AI Filing Summary

ZipRecruiter executive Ryan Sakamoto, EVP and Chief Legal Officer, reported multiple transactions in the company's Class A common stock. On 12/15/2025 he acquired 5,237, 4,553 and 5,841 shares at $0 per share upon the settlement of restricted stock units, and 8,184 shares were withheld at $5.20 per share to satisfy federal and state tax withholding obligations related to this vesting.

On 12/17/2025 he sold 2,495 shares at a weighted average price of $4.7747 per share, in transactions effected under a Rule 10b5-1 trading plan adopted on 09/11/2024. After these transactions, he beneficially owns 120,767 Class A shares directly, 77,700 shares indirectly through the Sakamoto Living Trust, and 70,086 restricted stock units that can settle into additional shares.

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

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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)
12/15/2025

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	12/15/2025		M		5,237	A	$0	121,052	D
Class A Common Stock	12/15/2025		M		4,553	A	$0	125,605	D
Class A Common Stock	12/15/2025		M		5,841	A	$0	131,446	D
Class A Common Stock	12/15/2025		F(1)		8,184	D	$5.2	123,262	D
Class A Common Stock	12/17/2025		S(2)		2,495	D	$4.7747(3)	120,767	D
Class A Common Stock								77,700	I	See footnote(4)

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
Restricted Stock Units	$0(5)	12/15/2025		M			5,237	(6)	(7)	Class A Common Stock	5,237	$0(5)	20,948	D
Restricted Stock Units	$0(5)	12/15/2025		M			4,553	(8)	(7)	Class A Common Stock	4,553	$0(5)	36,424	D
Restricted Stock Units	$0(5)	12/15/2025		M			5,841	(9)	(7)	Class A Common Stock	5,841	$0(5)	70,086	D

Explanation of Responses:

1. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

2. 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.71 to $4.86 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.

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

5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

6. The RSUs vest and are scheduled to settle as of 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. RSUs do not expire; they either vest or are canceled prior to vesting date.

8. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

9. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2025 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Ryan Sakamoto	12/17/2025
	** 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 insider stock transactions did ZipRecruiter (ZIP) executive Ryan Sakamoto report?

EVP and Chief Legal Officer Ryan Sakamoto reported the settlement of restricted stock units into Class A common stock on 12/15/2025, tax withholding through share cancellation, and an open market sale of shares on 12/17/2025.

How many ZipRecruiter (ZIP) shares did Ryan Sakamoto sell and at what price?

On 12/17/2025, Ryan Sakamoto sold 2,495 shares of ZipRecruiter Class A common stock at a weighted average price of $4.7747 per share, with individual trade prices ranging from $4.71 to $4.86.

How many ZipRecruiter (ZIP) shares does Ryan Sakamoto own after these transactions?

Following the reported transactions, Ryan Sakamoto beneficially owns 120,767 ZipRecruiter Class A shares directly, 77,700 shares indirectly through the Sakamoto Living Trust, and 70,086 restricted stock units that may settle into additional shares.

Were Ryan Sakamoto's ZipRecruiter (ZIP) stock sales made under a Rule 10b5-1 trading plan?

Yes. The transactions reported as sales on 12/17/2025 were effected pursuant to a Rule 10b5-1 trading plan that Ryan Sakamoto adopted on September 11, 2024.

Why were some ZipRecruiter (ZIP) shares withheld in Ryan Sakamoto's Form 4 filing?

A total of 8,184 shares were relinquished and cancelled by the issuer to cover federal and state tax withholding obligations arising from the vesting of restricted stock units, in an exempt transaction under Rule 16b-3(e).

How do Ryan Sakamoto's ZipRecruiter (ZIP) restricted stock units vest?

The reported restricted stock units generally vest as to 1/16 of the total shares quarterly, beginning on specified dates in 2023, 2024, and 2025, subject to his continued service with ZipRecruiter on each vesting date.