ZipRecruiter Executive Vice President Ryan Sakamoto Sells 3,547 Shares Under Pre-Established Trading Plan

Sakamoto's Insider Share Disposition and Timing

The disclosure documents that Ryan T. Sakamoto, who holds the senior executive position of EVP and Chief Legal Officer at ZipRecruiter Inc., executed a sale of 3,547 shares of Class A Common Stock on July 24, 2026. This transaction represents a planned reduction in his direct holdings of the company's equity securities. The sale was completed through multiple individual transactions rather than a single block order, with individual share prices ranging from $3.86 to $4.00 per share during the trading window.

The weighted average price calculation of $3.9138 per share reflects the aggregate value across all transactions executed on that date. Sakamoto undertakes to provide detailed information regarding the specific number of shares sold at each individual price point within the disclosed range upon request from ZipRecruiter, security holders, or the Securities and Exchange Commission. This level of transparency is consistent with standard insider trading disclosure requirements for senior officers.

Rule 10b5-1 Trading Plan Framework

The transaction was executed pursuant to a Rule 10b5-1 trading plan that Sakamoto adopted on December 11, 2025. This regulatory mechanism, established under SEC Rule 10b5-1(c), permits designated insiders such as officers and directors to enter into binding contracts for the purchase or sale of company securities according to predetermined terms. Once adopted, such plans provide affirmative defense conditions that allow trading to proceed even during periods when the insider might otherwise possess material nonpublic information, provided the plan meets specific regulatory requirements.

The use of a Rule 10b5-1 plan demonstrates advance planning and compliance discipline, as the trading parameters were established approximately seven and a half months prior to the July 2026 transaction execution. This approach allows company insiders to execute systematic portfolio rebalancing while operating within a formal regulatory framework designed to protect both the insider and the company from potential insider trading liability concerns.

Sakamoto's Remaining Beneficial Ownership Position

Following the completion of the July 24, 2026 share sale, Sakamoto's beneficial ownership of ZipRecruiter Class A Common Stock totals 199,790 shares across direct and indirect holdings. The disclosure indicates 122,090 shares held directly in his own name, representing the largest component of his beneficial ownership stake in the company. This direct holding reflects his continued significant investment in ZipRecruiter's equity despite the recent disposition.

An additional 77,700 shares are beneficially owned indirectly through the Sakamoto Living Trust, a trust dated January 5, 2015, of which Sakamoto serves as both trustee and beneficiary. This indirect ownership structure is commonly utilized by executives and individuals for estate planning and asset management purposes. The aggregate beneficial ownership of approximately 199,790 shares demonstrates that Sakamoto maintains substantial equity exposure to ZipRecruiter following the reported transaction.

Share Price Range During Transaction Execution

The individual transactions comprising the overall sale were executed at prices ranging from $3.86 to $4.00 per share, reflecting intraday price variations within the trading window. The weighted average price of $3.9138 per share falls within this disclosed range, indicating that transactions were distributed across the price points rather than concentrated at either the high or low end of the range. This distribution across multiple price points is typical of larger insider transactions executed as part of systematic trading plans rather than single-block sales.

The relatively narrow price range of $0.14 per share between the lowest and highest execution prices suggests that the overall trading period occurred during a period of relative price stability for ZipRecruiter's Class A Common Stock. The disclosure that shares sold at prices ranging from $3.86 to $4.00 per share provides investors with visibility into the specific price points at which an executive of the company elected to reduce equity holdings during the reported period.

Filing Details and Regulatory Compliance

The disclosure was filed on July 27, 2026, in accordance with Section 16(a) of the Securities Exchange Act of 1934, which requires officers, directors, and certain beneficial owners of securities to report changes in their beneficial ownership. The Form 4 filing, which Sakamoto authorized through Michael Johnson, Attorney-in-Fact, contains detailed information regarding both non-derivative securities transactions and any derivative securities positions held by the reporting person.

The document confirms that Sakamoto is subject to Section 16 reporting obligations as an officer of ZipRecruiter Inc., requiring disclosure of transactions within two business days of execution. The filing format and disclosures follow standardized SEC templates designed to provide transparency to investors and market participants regarding insider trading activities and beneficial ownership concentrations among company insiders and substantial shareholders.

Nature of Indirect Beneficial Ownership Through Trust

The 77,700 shares held indirectly through the Sakamoto Living Trust represent a significant component of the executive's total beneficial ownership. Living trusts are estate planning instruments that allow individuals to maintain control over assets during their lifetime while providing a mechanism for asset transfer and management. As trustee and beneficiary of this trust, Sakamoto maintains both legal and beneficial control over these securities, which are therefore included in his beneficial ownership calculations under SEC disclosure rules.

The use of a living trust structure for equity ownership is particularly common among executives and high-net-worth individuals seeking to manage their asset portfolios efficiently. The trust's creation date of January 5, 2015, predates Sakamoto's current position at ZipRecruiter by several years, suggesting it may have been established as part of a broader personal financial planning strategy. The indirect holding arrangement does not diminish Sakamoto's beneficial ownership status for disclosure purposes, as he retains both trustee and beneficiary interests in the assets held within the trust.

Aggregate Transaction Value and Portfolio Context

The sale of 3,547 shares at a weighted average price of $3.9138 per share generated proceeds of approximately $13,885 based on the disclosed weighted average price. While the company did not disclose the specific motivations for this transaction in the filing, the use of a pre-established Rule 10b5-1 trading plan indicates that this was a planned, systematic transaction rather than a reaction to specific corporate events or developments. The magnitude of the sale represents a reduction of approximately 1.8 percent of Sakamoto's direct beneficial ownership, suggesting a modest portfolio adjustment rather than a substantial reduction in his equity stake.

The timing of the transaction in late July 2026 occurs during a period when ZipRecruiter would typically be preparing quarterly financial reports and disclosures. The pre-established nature of the trading plan, adopted in December 2025, indicates that Sakamoto's transaction was not influenced by specific quarterly developments or near-term corporate information. This approach aligns with best practices for insider trading compliance, allowing executives to execute predetermined portfolio management strategies without concerns regarding the timing of disclosure or information availability.

Investor Considerations Regarding Insider Trading Disclosures

The disclosure of Sakamoto's share sale provides investors with important information regarding insider confidence and portfolio management strategies among ZipRecruiter's senior leadership. Insider transactions, while subject to various interpretations, are generally monitored by market participants as potential indicators of management's views regarding company valuation and prospects. The use of a Rule 10b5-1 trading plan suggests systematic portfolio management rather than a response to specific concerns, though investors should consider broader context regarding company performance and market conditions.

The continued substantial beneficial ownership by Sakamoto following the transaction—totaling approximately 199,790 shares—indicates that the executive maintains significant equity exposure to ZipRecruiter despite the recent sale. This continued ownership stake aligns Sakamoto's financial interests with those of other shareholders, which market participants often view as positive from a governance perspective. Investors may monitor future insider trading disclosures to track changes in beneficial ownership concentrations among executive officers and assess whether observable trading patterns suggest management confidence in the company's strategic direction and financial prospects.

Disclosure Transparency and Reporting Requirements

The detailed disclosure in the Form 4 filing reflects the comprehensive reporting requirements imposed on company insiders under federal securities laws. The filing includes specific information regarding the prices at which individual transactions were executed, the aggregate beneficial ownership following the transaction, and the regulatory framework under which the transaction was conducted. These disclosures ensure that investors have access to material information regarding insider trading activities and beneficial ownership concentrations among company leadership.

The authorization of the filing through Michael Johnson, Attorney-in-Fact, on July 27, 2026, demonstrates the formal administrative processes required for insider trading disclosures. The Form 4 must be filed within two business days of the transaction execution date, which this filing satisfied. The detailed footnotes and explanatory responses included in the disclosure document provide additional context regarding the nature of transactions and beneficial ownership structures, enhancing the transparency and usefulness of the filing for investors and other market participants seeking to understand insider trading patterns at ZipRecruiter.