SEC Form 4 · accession 0001859442-26-000008
ZIPRECRUITER, INC. · ZIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan T. Sakamoto
Officer — EVP, Chief Legal Officer
Period of report
Jun 15, 2026
Accepted (ET)
Jun 17, 2026 · 4:20 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001617553
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jun 15, 2026 | M | 5,237 | $0.00 | A | 123,309 | D | |
| Class A Common Stock | Jun 15, 2026 | M | 4,553 | $0.00 | A | 127,862 | D | |
| Class A Common Stock | Jun 15, 2026 | M | 5,841 | $0.00 | A | 133,703 | D | |
| Class A Common Stock | Jun 15, 2026 | M | 7,119 | $0.00 | A | 140,822 | D | |
| Class A Common Stock | Jun 15, 2026 | F | 12,207 | $3.61 | D | 128,615 | D | |
| Class A Common StockF2 | holding | — | — | — | 77,700 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | $0.00 | Jun 15, 2026 | M | 5,237 | D | — | — | Class A Common Stock | 5,237 | 10,474 | D |
| Restricted Stock UnitsF3,F6,F5 | $0.00 | Jun 15, 2026 | M | 4,553 | D | — | — | Class A Common Stock | 4,553 | 27,318 | D |
| Restricted Stock UnitsF3,F7,F5 | $0.00 | Jun 15, 2026 | M | 5,841 | D | — | — | Class A Common Stock | 5,841 | 58,404 | D |
| Restricted Stock UnitsF3,F8,F5 | $0.00 | Jun 15, 2026 | M | 7,119 | D | — | — | Class A Common Stock | 7,119 | 99,662 | D |
Explanation of responses
- F1Exempt 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.
- F2The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
- F3Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F4The 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.
- F5RSUs do not expire; they either vest or are canceled prior to vesting date.
- F6The 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.
- F7The 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.
- F8The 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.