ZIP insider Ryan Sakamoto reports RSU vesting and Rule 10b5-1 sale
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 2,495 | $5.3004 | $13K |
| Exercise | Restricted Stock Units | 5,237 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,553 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,841 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,237 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,553 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,841 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 8,184 | $4.90 | $40K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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. RSUs do not expire; they either vest or are canceled prior to vesting date. 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. 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.
