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ZIPRECRUITER, INC.·4

Jun 17, 4:20 PM ET

SAKAMOTO RYAN T. 4

4 · ZIPRECRUITER, INC. · Filed Jun 17, 2026

Research Summary

AI-generated summary of this filing

Updated

ZipRecruiter EVP Ryan Sakamoto Exercises RSUs; Shares Withheld

What Happened

  • Ryan T. Sakamoto, EVP and Chief Legal Officer of ZipRecruiter (ZIP), had RSUs vest/convert into 22,750 shares on June 15, 2026 (several derivative "exercise/conversion" entries). To cover tax withholding obligations, 12,207 of those shares were relinquished/cancelled at an implied withholding price of $3.61 per share (total tax withholding value reported $44,067). The remaining 10,543 shares were retained by the reporting person/trust.

Key Details

  • Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (timely).
  • Exercise/conversion price recorded: $0.00 (these were RSUs converting to shares, not option purchases).
  • Shares withheld for taxes: 12,207 @ $3.61 = $44,067 (reported as exempt under Section 16b-3(e) for tax withholding).
  • Total RSUs converted/settled: 22,750 shares; net retained after withholding: 10,543 shares.
  • Relevant footnotes: F1 = shares were cancelled to cover federal/state tax withholding; F2 = shares held in Sakamoto Living Trust; F3–F8 = items explain these are RSUs that vest in quarterly tranches (1/16 each quarter across multiple years).
  • Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price/tax liability (shares withheld). No open-market sale occurred.

Context

  • This was a routine RSU vesting and tax-withholding transaction (commonly a cashless/withholding settlement) rather than an open-market sale or discretionary purchase—so it’s not a direct market sentiment signal. The filing shows shares were cancelled by the issuer to satisfy withholding; the reporting person did not sell shares on the open market.

Insider Transaction Report

Form 4
Period: 2026-06-15
ZIPRECRUITER, INC.ZIP
SAKAMOTO RYAN T.
EVP, Chief Legal Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-06-15+5,237→ 123,309 total
  • Exercise/Conversion

    Class A Common Stock

    2026-06-15+4,553→ 127,862 total
  • Exercise/Conversion

    Class A Common Stock

    2026-06-15+5,841→ 133,703 total
  • Exercise/Conversion

    Class A Common Stock

    2026-06-15+7,119→ 140,822 total
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-06-15$3.61/sh−12,207$44,067→ 128,615 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4][F5]
    2026-06-15−5,237→ 10,474 total
    Exercise: $0.00→ Class A Common Stock (5,237 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F6][F5]
    2026-06-15−4,553→ 27,318 total
    Exercise: $0.00→ Class A Common Stock (4,553 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F7][F5]
    2026-06-15−5,841→ 58,404 total
    Exercise: $0.00→ Class A Common Stock (5,841 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F8][F5]
    2026-06-15−7,119→ 99,662 total
    Exercise: $0.00→ Class A Common Stock (7,119 underlying)
Holdings

  • Class A Common Stock

    [F2]
    (indirect: See footnote)
    77,700
Footnotes (8)
  • [F1]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.
  • [F2]The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
  • [F3]Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  • [F4]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.
  • [F5]RSUs do not expire; they either vest or are canceled prior to vesting date.
  • [F6]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.
  • [F7]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.
  • [F8]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.
Signature
/s/ Michael Johnson, Attorney-in-Fact for Reporting Person|2026-06-17

Documents

1 file
  • 4
    wk-form4_1781727652.xmlPrimary

    FORM 4