Form 4: ZipRecruiter Chief Legal Officer Ryan Sakamoto Reports Significant Stock Transactions, Including RSU Vesting and Planned Sale

ZipRecruiter's EVP and Chief Legal Officer, Ryan T. Sakamoto, reported multiple acquisitions of Class A Common Stock through RSU vesting and subsequent dispositions for tax obligations and a pre-planned sale, increasing his direct beneficial ownership.

Summary

• Ryan T. Sakamoto, EVP and Chief Legal Officer of ZipRecruiter, Inc., reported several transactions involving the company's Class A Common Stock.
• On June 15, 2025, Sakamoto acquired a total of 21,881 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• These acquisitions were broken down into four separate vesting events: 6,250 shares, 5,237 shares, 4,553 shares, and 5,841 shares.
• Following these acquisitions, his direct beneficial ownership increased to 134,571 shares.
• On June 15, 2025, Sakamoto disposed of 11,456 shares of Class A Common Stock at a price of $5.23 per share to cover federal and state tax withholding obligations resulting from the RSU vesting.
• On June 17, 2025, he sold 2,495 shares of Class A Common Stock at a price of $5.43 per share. This sale was conducted pursuant to a Rule 10b5-1 trading plan adopted on September 11, 2024.
• After all reported transactions, Sakamoto's direct beneficial ownership stands at 120,620 shares, and he also indirectly holds 77,700 shares through the Sakamoto Living Trust.
• The RSUs vest based on both time/service requirements (1/16 quarterly) and a liquidity event requirement (IPO, March 15 following IPO, or change in control).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there was a sale of shares, it was pre-planned under a 10b5-1 plan, and a significant portion of the dispositions were for tax withholding, which is standard. The executive also acquired a substantial number of shares through RSU vesting, indicating continued alignment with shareholder interests and confidence in the company's long-term prospects, despite the net reduction in direct shares post-tax and sale.

Positives

• Significant vesting of Restricted Stock Units (RSUs) indicates continued long-term incentive alignment between the executive and shareholder interests.
• The acquisition of 21,881 shares through RSU vesting at a $0 cost basis reflects a substantial increase in the executive's direct equity stake before tax-related dispositions.
• The executive continues to hold a substantial number of shares, both directly (120,620 shares) and indirectly (77,700 shares), demonstrating ongoing commitment to the company.

Negatives

• The disposition of 2,495 shares through a sale on June 17, 2025, at $5.43 per share represents a reduction in the executive's direct ownership.
• A significant portion of vested shares (11,456 shares) was immediately disposed of to cover tax liabilities, which is a common practice but reduces the net shares retained from vesting.

Future Outlook

NA

Industry Context

This Form 4 filing reflects routine executive equity compensation and trading activities within the technology and online recruitment industry. Such filings are common for publicly traded companies like ZipRecruiter, where executives receive equity as part of their compensation and manage their holdings through pre-arranged trading plans like Rule 10b5-1 to comply with insider trading regulations.

Stakeholder Impact

• Shareholders: The report provides transparency into executive stock ownership and trading activities, which can influence investor confidence. The sale of shares, even if pre-planned, might be viewed by some as a slight negative, while the RSU vesting and continued substantial holdings are positive.
• Employees: The vesting of RSUs for a key executive reinforces the company's equity compensation structure, which can be a positive for employee retention and motivation.

Next Steps

• Continued quarterly vesting of remaining Restricted Stock Units (RSUs) for Ryan Sakamoto, subject to his continued service to the Issuer.
• Potential future transactions under the Rule 10b5-1 trading plan adopted on September 11, 2024.

Key Dates

Recommendation

Keywords

ZipRecruiter, ZIP, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Rule 10b5-1 Plan, Executive Compensation, Equity Ownership, Ryan Sakamoto, Chief Legal Officer