SAKAMOTO RYAN T. 4

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.