[Form 4] ZIPRECRUITER, INC. Insider Trading Activity

Rhea-AI Filing Summary

Ryan T. Sakamoto, EVP and Chief Legal Officer of ZipRecruiter (ZIP), reported multiple transactions in Class A common stock in mid-September 2025. The Form 4 shows a series of acquisitions of shares and restricted stock units (RSUs) on September 15, 2025, and a sale on September 17, 2025. Reported non-derivative activity includes acquisitions of 5,237; 4,553; and 5,841 shares on 09/15/2025 and a disposition of 8,184 shares on 09/15/2025 related to withholding for taxes at $4.90 per share, plus a sale of 2,495 shares on 09/17/2025 at a weighted average price of $5.3004.

The filing discloses 120,425 shares owned directly after the reported transactions and an indirect holding of 77,700 shares held in the Sakamoto Living Trust. Several RSU grants vested or were reported on 09/15/2025, with RSU settlement mechanics and quarterly vesting schedules described. The sale transactions were effected under a Rule 10b5-1 trading plan adopted on September 11, 2024, and the tax-related disposals were exempt pursuant to Section 16b-3(e).

Positive

• Use of a pre-established Rule 10b5-1 trading plan (adopted 09/11/2024) provides procedural clarity on sales
• Clear disclosure that withheld shares were exchanged to pay tax obligations and that such transactions are exempt under Section 16b-3(e)
• Continued substantial ownership with 120,425 shares direct and 77,700 shares indirect via the Sakamoto Living Trust

Negative

• Disposition of shares included a sale of 2,495 shares at a weighted average price of $5.3004, reducing direct holdings
• 8,184 shares were relinquished and cancelled in connection with tax withholding, which reduced the reporting person's share count

Insights

Financial Analyst

TL;DR: Insider received RSUs, used withholding and a 10b5-1 plan to cover taxes; net holdings remain material.

The transactions reflect routine executive compensation mechanics rather than opportunistic trading. Multiple RSU vesting events converted to shares on 09/15/2025, some of which were surrendered to cover federal and state tax withholding at $4.90 per share, an exempt transaction under Section 16b-3(e). A subsequent sale of 2,495 shares occurred under a pre-existing Rule 10b5-1 plan at a weighted average price of $5.3004. Post-transactions, the reporting person held 120,425 shares directly and 77,700 indirectly via a living trust, indicating continued alignment with shareholder interests while satisfying tax obligations.

Corporate Governance Expert

TL;DR: Transactions follow documented plans and standard withholding practices; disclosure is thorough and compliant.

The filing documents adoption and use of a Rule 10b5-1 trading plan (09/11/2024) and explains that share relinquishments were to cover tax liabilities, citing the issuer's payment arrangement. The Form 4 includes necessary footnotes on RSU settlement schedules and indirect ownership via the Sakamoto Living Trust. From a governance perspective, these disclosures are consistent with transparency expectations for officer trading and compensation-related transfers.

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
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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)
09/15/2025

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	09/15/2025		M		5,237	A	$0	120,710	D
Class A Common Stock	09/15/2025		M		4,553	A	$0	125,263	D
Class A Common Stock	09/15/2025		M		5,841	A	$0	131,104	D
Class A Common Stock	09/15/2025		F(1)		8,184	D	$4.9	122,920	D
Class A Common Stock	09/17/2025		S(2)		2,495	D	$5.3004(3)	120,425	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)	09/15/2025		M			5,237	(6)	(7)	Class A Common Stock	5,237	$0(5)	26,185	D
Restricted Stock Units	$0(5)	09/15/2025		M			4,553	(8)	(7)	Class A Common Stock	4,553	$0(5)	40,977	D
Restricted Stock Units	$0(5)	09/15/2025		M			5,841	(9)	(7)	Class A Common Stock	5,841	$0(5)	75,927	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 $5.17 to $5.49 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.

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	09/17/2025
	** 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 transactions did Ryan Sakamoto report for ZIP on the Form 4?

He reported acquisitions of RSUs and Class A shares on 09/15/2025 and a sale of 2,495 shares on 09/17/2025.

Why were 8,184 shares reported as disposed of on 09/15/2025?

Those shares were relinquished and cancelled in exchange for the issuer paying federal and state tax withholding obligations related to RSU vesting.

Was the 09/17/2025 sale executed under a trading plan?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/11/2024.

How many ZIP shares does the reporting person own after these transactions?

120,425 shares directly and 77,700 shares indirectly through the Sakamoto Living Trust.

What prices were involved in the reported sales?

Shares surrendered for tax withholding were accounted at $4.90 per share; sold shares on 09/17/2025 had a weighted average price of $5.3004, with individual sale prices ranging $5.17–$5.49.