Sakamoto Ryan T. - 15 Jun 2025 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
EVP, Chief Legal Officer
Signature
/s/ Ryan Sakamoto
Issuer symbol
ZIP
Transactions as of
15 Jun 2025
Net transactions value
-$73,463
Form type
4
Filing time
17 Jun 2025, 19:14:47 UTC
Previous filing
21 May 2025
Next filing
22 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SAKAMOTO RYAN T. EVP, Chief Legal Officer 3000 OCEAN PARK BLVD., SUITE 3000, SANTA MONICA /s/ Ryan Sakamoto 17 Jun 2025 0001859442

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Options Exercise $0 +6,250 +5.5% $0.000000 118,940 15 Jun 2025 Direct
transaction ZIP Class A Common Stock Options Exercise $0 +5,237 +4.4% $0.000000 124,177 15 Jun 2025 Direct
transaction ZIP Class A Common Stock Options Exercise $0 +4,553 +3.7% $0.000000 128,730 15 Jun 2025 Direct
transaction ZIP Class A Common Stock Options Exercise $0 +5,841 +4.5% $0.000000 134,571 15 Jun 2025 Direct
transaction ZIP Class A Common Stock Tax liability $59,915 -11,456 -8.5% $5.23 123,115 15 Jun 2025 Direct F1
transaction ZIP Class A Common Stock Sale $13,548 -2,495 -2% $5.43 120,620 17 Jun 2025 Direct F2
holding ZIP Class A Common Stock 77,700 15 Jun 2025 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZIP Restricted Stock Units Options Exercise $0 -6,250 -100% $0.000000 0 15 Jun 2025 Class A Common Stock 6,250 $0.000000 Direct F4, F5, F6
transaction ZIP Restricted Stock Units Options Exercise $0 -5,237 -14% $0.000000 31,422 15 Jun 2025 Class A Common Stock 5,237 $0.000000 Direct F4, F6, F7
transaction ZIP Restricted Stock Units Options Exercise $0 -4,553 -9.1% $0.000000 45,530 15 Jun 2025 Class A Common Stock 4,553 $0.000000 Direct F4, F6, F8
transaction ZIP Restricted Stock Units Options Exercise $0 -5,841 -6.7% $0.000000 81,768 15 Jun 2025 Class A Common Stock 5,841 $0.000000 Direct F4, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2024.
F3 The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
F4 Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F5 Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control.
F6 RSUs do not expire; they either vest or are canceled prior to vesting date.
F7 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.
F8 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.
F9 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.