ZipRecruiter CLO reports 22,750-share RSU vesting
ZipRecruiter’s chief legal officer had RSUs vest into shares, with part withheld to cover taxes and a sizable indirect holding reported via a trust.
Rhea-AI Filing Summary
ZIPRECRUITER, INC. (ZIP) reported that EVP and Chief Legal Officer Ryan T. Sakamoto had restricted stock units vest on September 15, 2026, converting into 22,750 shares of Class A Common Stock. Of these, 12,207 shares were withheld at $3.95 per share to satisfy tax withholding obligations related to the RSU vesting, and were relinquished to the issuer rather than sold in the market. Sakamoto also reports 77,700 shares of Class A Common Stock held indirectly through the Sakamoto Living Trust, of which he is trustee and beneficiary, and no transactions are indicated as being made under a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
22,750 shares exercised/converted
Exercise
10 txns
Insider
SAKAMOTO RYAN T.
Role
EVP, Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F3, F4, F5 | 5,237 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F3, F6, F5 | 4,553 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F3, F7, F5 | 5,841 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F3, F8, F5 | 7,119 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,237 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 4,553 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,841 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 7,119 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock F1 | 12,207 | $3.95 | $48K |
| holding | Class A Common Stock F2 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 173,108 contracts (Direct);
Class A Common Stock — 129,655 shares (Direct);
Class A Common Stock — 77,700 shares (Indirect, See footnote)
Footnotes (8)
- F1. 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.
- F2. The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
- F3. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F4. 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.
- F5. RSUs do not expire; they either vest or are canceled prior to vesting date.
- F6. 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.
- F7. 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.
- F8. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2026 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
Key Figures
RSU shares exercised: 22,750 shares
Shares withheld for taxes: 12,207 shares
Withholding price per share: $3.95 per share
+3 more
6 metrics
RSU shares exercised
22,750 shares
Class A Common Stock received from RSU conversions on September 15, 2026
Shares withheld for taxes
12,207 shares
Class A Common Stock relinquished to issuer to cover RSU-related tax withholding
Withholding price per share
$3.95 per share
Price applied to 12,207 shares withheld for tax obligations
Indirect trust holdings
77,700 shares
Class A Common Stock held by the Sakamoto Living Trust after the reported transactions
Derivative transactions count
4 transactions
Number of RSU exercise or conversion entries reported
Exercise-price-or-tax-liability disposition
1 transaction, 12,207 shares
Code F entry covering payment of tax liability via share withholding
Key Terms
Restricted Stock Units, Section 16b-3(e), Rule 16b-3, tax withholding obligations, +1 more
5 terms
Restricted Stock Units financial
"The security titled "Restricted Stock Units" converted into Class A Common Stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price"
Rule 16b-3 regulatory
"security issued in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding obligations financial
"to pay federal and state tax withholding obligations of the Reporting Person"
contingent right financial
"Each RSU represents a contingent right to receive one share"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transactions did ZIP EVP Chief Legal Officer Ryan Sakamoto report on this Form 4 for ZIP?
He reported RSU vesting on September 15, 2026, converting into 22,750 shares of Class A Common Stock, plus a related disposition of 12,207 shares withheld to cover tax obligations associated with that RSU vesting.
What indirect holdings of ZIP stock does Ryan Sakamoto report on this Form 4?
He reports 77,700 shares of ZIP Class A Common Stock held indirectly by the Sakamoto Living Trust dated January 5, 2015, for which he serves as trustee and beneficiary.
Were the reported ZIP transactions made under a Rule 10b5-1 trading plan?
The document-level indicator shows no Rule 10b5-1 plan is reported for these transactions, and the footnotes do not state that any pre-arranged trading plan governed the RSU vesting or tax-withholding share disposition.
AI-generated analysis. How Rhea-AI works. Not financial advice.
