ZipRecruiter (ZIP) CLO granted large RSU and performance stock unit awards

Rhea-AI Filing Summary

SAKAMOTO RYAN T. reported acquisition or exercise transactions in this Form 4 filing.

ZIPRECRUITER, INC. executive Ryan T. Sakamoto, EVP and Chief Legal Officer, reported equity awards on Class A common stock. He received 113,900 restricted stock units and 45,550 performance stock units, each unit representing the right to receive one share if it ultimately vests.

The RSUs vest in equal quarterly installments of 1/16 of the total starting on March 15, 2026, contingent on continued service. The performance stock units also begin vesting quarterly at 1/16 from March 15, 2026, but only if specified stock price hurdles and service-based conditions are met; otherwise units can be canceled rather than expiring.

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

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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).

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)
02/28/2026

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

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	(1)	02/28/2026		A		113,900		(2)	(3)	Class A Common Stock	113,900	$0	113,900	D
Performance Stock Units	(4)	02/28/2026		A		45,550		(5)	(5)	Class A Common Stock	45,550	$0	45,550	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. 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.

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

4. Each performance stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.

5. Subject to the achievement of certain specified stock price hurdles and service-based vesting requirements, the performance stock units will vest quarterly as to 1/16 of the total number of shares 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/ Ryan Sakamoto	03/03/2026
	** 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.
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FAQ

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

ZIP reported equity awards to EVP and Chief Legal Officer Ryan T. Sakamoto. He acquired 113,900 restricted stock units and 45,550 performance stock units, each tied to Class A common stock and subject to future vesting conditions and continued service requirements.

How many restricted stock units did the ZIP EVP receive in this Form 4?

Ryan T. Sakamoto received 113,900 restricted stock units. Each RSU represents a contingent right to one share of ZipRecruiter Class A common stock, vesting over time in equal quarterly installments, assuming he continues to provide service on each scheduled vesting date.

What are the vesting terms for the ZIP restricted stock units granted to Sakamoto?

The restricted stock units vest as to 1/16 of the total shares quarterly beginning on March 15, 2026. Vesting continues until fully vested, and each installment requires Ryan T. Sakamoto to remain in service with ZipRecruiter on the applicable vesting date.

How many performance stock units were granted to the ZIP executive in this filing?

Ryan T. Sakamoto was granted 45,550 performance stock units. Each unit is a contingent right to receive one share of ZipRecruiter Class A common stock, subject to both specified stock price hurdles and service-based vesting conditions before any shares are delivered.

What conditions apply to the performance stock units reported by ZIP for Sakamoto?

The performance stock units vest quarterly as to 1/16 of the total beginning March 15, 2026, but only if specified stock price hurdles are achieved and service-based vesting requirements are satisfied. Continued service to ZipRecruiter on each vesting date is required for vesting.

Do the RSUs and performance stock units in the ZIP Form 4 have an expiration date?

The filing notes that restricted stock units do not expire; they either vest or are canceled before vesting. Performance stock units similarly represent contingent rights that vest over time if their performance and service conditions are met, instead of expiring on a fixed future date.