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ZIPRECRUITER, INC. — Director's Dealing 2025
Dec 18, 2025
32968_dirs_2025-12-17_6ac37dac-fa56-4504-b7cd-283aa3a430ec.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2025-12-15
Reporting Person: SAKAMOTO RYAN T. (EVP, Chief Legal Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-12-15 | Class A Common Stock | M | 5237 | — | Acquired | 121052 | Direct |
| 2025-12-15 | Class A Common Stock | M | 4553 | — | Acquired | 125605 | Direct |
| 2025-12-15 | Class A Common Stock | M | 5841 | — | Acquired | 131446 | Direct |
| 2025-12-15 | Class A Common Stock | F | 8184 | $5.20 | Disposed | 123262 | Direct |
| 2025-12-17 | Class A Common Stock | S | 2495 | $4.7747 | Disposed | 120767 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-12-15 | Restricted Stock Units | $0 | M | 5237 | Disposed | Class A Common Stock (5237) | Direct | |
| 2025-12-15 | Restricted Stock Units | $0 | M | 4553 | Disposed | Class A Common Stock (4553) | Direct | |
| 2025-12-15 | Restricted Stock Units | $0 | M | 5841 | Disposed | Class A Common Stock (5841) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 77700 | Indirect |
Footnotes
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 price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.71 to $4.86 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
F4: The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
F5: Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F6: 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.
F7: RSUs do not expire; they either vest or are canceled prior to 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.