SAKAMOTO RYAN T. 4

What Happened

• Ryan T. Sakamoto, EVP & Chief Legal Officer of ZipRecruiter (ZIP), had a block of RSUs convert/settle into common stock on March 15, 2026. A total of 22,750 shares were acquired upon conversion (exercise/conversion of derivative; reported at $0.00 per share).
• To satisfy tax withholding, 11,911 of those shares were withheld (reported as "Payment of exercise price or tax liability") at $2.83 per share, totaling $33,708. After withholding, 10,839 net shares were issued to the Sakamoto Living Trust (the Reporting Person is trustee and beneficiary, per footnote F1).
• These transactions are RSU vesting/settlement events (derivative conversion), not open‑market purchases or sales.

Key Details

• Transaction date: 2026-03-15. Form filed: 2026-03-17 (filed within two days; no late filing flagged).
• Shares acquired on conversion: 22,750 shares at $0.00 (code M — exercise/conversion of derivative).
• Shares withheld for taxes: 11,911 shares at $2.83 each = $33,708 (code F).
• Net shares issued to trust: 10,839 shares (22,750 − 11,911).
• Shares owned after transaction: not disclosed in the provided filing.
• Notable footnotes: F1 = shares held by Sakamoto Living Trust; F2–F7 = RSU terms and quarterly vesting schedule (1/16 each quarter, various start dates through 2026).
• Transaction codes: M = option/derivative exercise or conversion (RSU settlement); F = payment of exercise price or tax withholding.

Context

• This was a routine RSU vesting and share‑settlement event. The withholding of shares to cover taxes is a common administrative step (a cashless-like settlement) and should not be read as an open‑market sale or directional bet by the insider.
• The filing shows conversion of RSU derivatives into common stock, followed by share withholding for tax obligations; no purchases or market sales by the insider were reported in this Form 4.