ZipRecruiter (ZIP) CLO logs RSU conversions and tax withholding transfer

Rhea-AI Filing Summary

ZIPRECRUITER, INC. executive Ryan T. Sakamoto reported routine equity compensation activity involving restricted stock units and related tax withholding. On Class A Common Stock, 12,207 shares were relinquished at $3.61 per share to cover tax obligations tied to RSU vesting, and these shares were cancelled by the company rather than sold on the market.

Multiple RSU awards converted into a total of 22,750 shares of Class A Common Stock through derivative exercises coded “M,” reflecting settlement of previously granted awards. Following these transactions, Sakamoto holds 128,615 Class A shares directly and 77,700 shares indirectly through the Sakamoto Living Trust, where he serves as trustee and beneficiary.

Insider Trade Summary

22,750 shares exercised/converted

Mixed 10 txns

Insider SAKAMOTO RYAN T.

Role EVP, Chief Legal Officer

Type	Security	Shares	Price	Value
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	Restricted Stock Units	7,119	$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	--
Exercise	Class A Common Stock	7,119	$0.00	--
Tax Withholding	Class A Common Stock	12,207	$3.61	$44K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 10,474 shares (Direct, null); Class A Common Stock — 123,309 shares (Direct, null); Class A Common Stock — 77,700 shares (Indirect, See footnote)

Footnotes (1)

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 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. 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

Tax-withholding shares: 12,207 shares Tax-withholding price: $3.61/share RSUs settled: 22,750 units +5 more

8 metrics

Tax-withholding shares 12,207 shares Class A Common Stock relinquished for taxes at $3.61 per share

Tax-withholding price $3.61/share Value used to cover federal and state tax obligations

RSUs settled 22,750 units Total RSUs converted into Class A Common Stock via M-code exercises

Direct holdings after 128,615 shares Class A Common Stock held directly following reported transactions

Indirect trust holdings 77,700 shares Class A Common Stock held by Sakamoto Living Trust

Tax-withholding code Code F Payment of exercise price or tax liability by delivering securities

Derivative exercises 4 transactions RSU-related M-code exercises totaling 22,750 shares

Holding entry 77,700 shares Indirect ownership entry tied to Sakamoto Living Trust

Key Terms

Restricted Stock Units, Section 16b-3(e), tax withholding obligations, beneficiary, +2 more

6 terms

Restricted Stock Units financial

"The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested"

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 or tax liability"

tax withholding obligations financial

"cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations"

beneficiary financial

"held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary"

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

vesting date financial

"subject to the Reporting Person's continued service to the Issuer on each vesting date"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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).

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 CALIFORNIA 90405

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		M		5,237	A	$0	123,309	D
Class A Common Stock	06/15/2026		M		4,553	A	$0	127,862	D
Class A Common Stock	06/15/2026		M		5,841	A	$0	133,703	D
Class A Common Stock	06/15/2026		M		7,119	A	$0	140,822	D
Class A Common Stock	06/15/2026		F(1)		12,207	D	$3.61	128,615	D
Class A Common Stock								77,700	I	See footnote(2)

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(3)	06/15/2026		M			5,237	(4)	(5)	Class A Common Stock	5,237	$0(3)	10,474	D
Restricted Stock Units	$0(3)	06/15/2026		M			4,553	(6)	(5)	Class A Common Stock	4,553	$0(3)	27,318	D
Restricted Stock Units	$0(3)	06/15/2026		M			5,841	(7)	(5)	Class A Common Stock	5,841	$0(3)	58,404	D
Restricted Stock Units	$0(3)	06/15/2026		M			7,119	(8)	(5)	Class A Common Stock	7,119	$0(3)	99,662	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 reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.

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

4. 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.

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

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Michael Johnson, Attorney-in-Fact for Reporting Person	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ZIP (ZipRecruiter) report for Ryan T. Sakamoto?

ZipRecruiter reported RSU-related activity for Ryan T. Sakamoto. 22,750 restricted stock units converted into Class A Common Stock, and 12,207 shares were relinquished and cancelled solely to satisfy tax withholding obligations arising from the RSU vesting.

Did the ZipRecruiter insider Form 4 show open-market sales of ZIP stock?

No open-market sales were reported. 12,207 shares of Class A Common Stock were relinquished and cancelled to pay federal and state tax withholding obligations on RSU vesting, an exempt Section 16b-3(e) transaction, rather than discretionary market sales.

How many ZipRecruiter shares does Ryan T. Sakamoto hold after these transactions?

After these transactions, Ryan T. Sakamoto holds 128,615 shares of ZipRecruiter Class A Common Stock directly, plus 77,700 shares held indirectly through the Sakamoto Living Trust, where he is both trustee and beneficiary according to the disclosed footnote.

What was the tax withholding disposition price reported for ZIP shares?

The tax withholding disposition used a price of $3.61 per share for 12,207 shares of ZipRecruiter Class A Common Stock. These shares were relinquished and cancelled in exchange for the issuer paying the related federal and state tax obligations.

How many restricted stock units vested or settled for the ZipRecruiter CLO?

Four RSU blocks totaling 22,750 units settled into Class A Common Stock. Individual RSU lines included 7,119, 5,841, 4,553, and 5,237 units, each representing a contingent right to receive one share upon settlement, subject to vesting conditions.

How do the ZipRecruiter RSUs for Ryan T. Sakamoto vest over time?

The RSUs vest in quarterly installments of 1/16 of total shares under several schedules beginning March 15, 2023, March 15, 2024, March 15, 2025, and March 15, 2026, contingent on Sakamoto’s continued service on each vesting date.