ZIPRECRUITER, INC. — Director's Dealing 2025

Mar 19, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2025-03-15

Reporting Person: SAKAMOTO RYAN T. (EVP, Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-15	Class A Common Stock	M	6250	—	Acquired	116157	Direct
2025-03-15	Class A Common Stock	M	5237	—	Acquired	121394	Direct
2025-03-15	Class A Common Stock	M	4553	—	Acquired	125947	Direct
2025-03-15	Class A Common Stock	M	5841	—	Acquired	131788	Direct
2025-03-15	Class A Common Stock	F	11781	$5.96	Disposed	120007	Direct
2025-03-17	Class A Common Stock	S	2502	$6.0547	Disposed	117505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-15	Restricted Stock Units	$0	M	6250	Disposed		Class A Common Stock (6250)	Direct
2025-03-15	Restricted Stock Units	$0	M	5237	Disposed		Class A Common Stock (5237)	Direct
2025-03-15	Restricted Stock Units	$0	M	4553	Disposed		Class A Common Stock (4553)	Direct
2025-03-15	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 $5.89 to $6.16 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: 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.

F7: RSUs do not expire; they either vest or are canceled prior to vesting date.

F8: 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.

F9: 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.

F10: 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.