Form 4: ZipRecruiter CLO Reports RSU Vesting and Stock Sales

ZipRecruiter's EVP and Chief Legal Officer, Ryan T. Sakamoto, reported the vesting of restricted stock units and subsequent sales of Class A Common Stock, including shares withheld for tax obligations and sales under a 10b5-1 plan.

Summary

• Ryan T. Sakamoto, EVP, Chief Legal Officer of ZipRecruiter, Inc., reported multiple transactions involving Class A Common Stock.
• On December 15, 2025, Sakamoto acquired a total of 15,631 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) (5,237, 4,553, and 5,841 shares respectively).
• On the same date, 8,184 shares of Class A Common Stock were disposed of at a price of $5.2 per share to cover federal and state tax withholding obligations related to the RSU vesting.
• On December 17, 2025, Sakamoto sold 2,495 shares of Class A Common Stock at a weighted average price of $4.7747 per share, with prices ranging from $4.71 to $4.86.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on September 11, 2024.
• Following these transactions, Sakamoto directly beneficially owns 120,767 shares of Class A Common Stock and indirectly owns 77,700 shares through the Sakamoto Living Trust.
• Remaining derivative securities include 20,948, 36,424, and 70,086 Restricted Stock Units, which vest quarterly over time.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports routine, pre-planned insider transactions (RSU vesting, tax-related dispositions, and 10b5-1 sales) which are expected events and do not indicate any specific positive or negative operational or financial developments for the company.

Positives

• The vesting of Restricted Stock Units indicates continued service and compensation for the Chief Legal Officer.

Negatives

• The sale of shares, even if pre-planned or for tax purposes, reduces the insider's direct ownership in the company.

Future Outlook

The filing primarily reports past transactions and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. The vesting schedules for RSUs indicate future share issuances contingent on continued service.

Management Comments

• The transactions reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2024.
• The Reporting Person did not sell or otherwise dispose of any of the shares reported for any reason other than to cover required taxes.

Industry Context

This Form 4 filing details routine insider transactions, specifically the vesting of executive compensation (RSUs) and subsequent sales for tax purposes and under a pre-arranged trading plan. Such transactions are common across all industries for executives receiving equity compensation and typically do not reflect specific industry trends or competitive positioning.

Comparison to Industry Standards

• The use of Rule 10b5-1 trading plans for executive stock sales is a standard practice in publicly traded companies across various industries, including technology and online services, to mitigate accusations of insider trading by pre-scheduling transactions.
• The disposition of shares to cover tax liabilities upon RSU vesting is also a common and standard practice for equity compensation in the U.S., aligning with how executives at companies like LinkedIn (now Microsoft), Indeed, or Glassdoor manage their equity awards.

Related Party Transactions

• The transactions involve the EVP, Chief Legal Officer of ZipRecruiter, Inc., Ryan T. Sakamoto, and the company's Class A Common Stock and Restricted Stock Units, which are considered related party transactions.

Stakeholder Impact

• Shareholders: The transactions represent a slight reduction in direct insider ownership, but the overall impact is minimal given the routine nature of the transactions and the remaining significant holdings.
• Employees: The vesting of RSUs is part of executive compensation, which is a standard practice for attracting and retaining talent.

Next Steps

• Future vesting of remaining Restricted Stock Units will occur quarterly, contingent on the Reporting Person's continued service to the Issuer.

Key Dates

Keywords

ZipRecruiter, ZIP, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, 10b5-1 Plan, Executive Compensation, Class A Common Stock