ZipRecruiter (ZIP) EVP Ryan Sakamoto Exercises RSUs; 12,207 Shares Withheld

What Happened

• Ryan T. Sakamoto, EVP & Chief Legal Officer of ZipRecruiter (ZIP), had RSUs convert into 22,750 shares on 2026-09-15 (reported on Form 4 filed 2026-09-16). Per the filing, 12,207 of those shares were relinquished/cancelled to cover tax withholding obligations at an implied value of $3.95/share (total tax withholding = $48,218). The net result was 10,543 shares issued to the Sakamoto Living Trust.
• This was not an open-market sale — the withheld/cancelled shares were used only to satisfy tax withholding under Section 16b-3(e), per the footnote; no shares were sold on the market.

Key Details

• Transaction date: 2026-09-15; Form 4 filed: 2026-09-16 (timely).
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price/tax liability via share withholding.
• Vested/converted shares reported: 22,750 total (breakdown in filing: 5,237; 4,553; 5,841; 7,119 and mirror entries), 12,207 shares withheld at $3.95/share for $48,218 tax obligation, net 10,543 shares delivered to Sakamoto Living Trust.
• Shares held after transaction: not specified as a total in the filing; reported shares are held by the Sakamoto Living Trust dated 1/5/15 (Reporting Person is trustee and beneficiary).
• Exemption/footnote: withholding/cancellation is reported as an exempt transaction under Section 16b-3(e) — routine tax withholding on RSU vesting, not a market sale.

Context

• These were RSU settlements (each RSU converts to one share upon settlement). Footnotes indicate the RSUs vest in 1/16 increments quarterly (March 15, 2023–2026 schedule referenced), so this appears to be a scheduled vesting/settlement event.
• Because shares were withheld/cancelled to cover taxes (a cashless/withholding settlement), this should be viewed as routine compensation tax processing rather than an insider expressing a buy/sell opinion.