[144] Zscaler, Inc. SEC Filing

Rhea-AI Filing Summary

Zscaler, Inc. (ZS) Form 144 notice reports a proposed sale of 3,832 shares of common stock through Morgan Stanley Smith Barney, with an aggregate market value of $1,075,629.32 and an approximate sale date of 09/16/2025. The shares were acquired on 09/15/2025 by vesting of restricted stock units and paid as compensation. The filing also discloses two recent sales by the same person: 3,590 shares on 06/17/2025 for $1,090,290.54 and 3,174 shares on 06/18/2025 for $968,299.65. Outstanding shares listed are 158,300,823, and the proposed sale is to occur on the NASDAQ market.

Positive

• Clear compliance disclosure of proposed sale under Rule 144 with broker and planned sale date specified
• Transaction stems from RSU vesting, indicating compensation monetization rather than capital raising
• Prior sales disclosed, enhancing transparency about recent insider activity

Negative

• Insider sales occurred recently (06/17/2025 and 06/18/2025) which some investors monitor as signal of insider monetization

Insights

Financial Analyst

TL;DR Routine insider sale of vested RSUs; transaction size is immaterial versus outstanding shares and reflects compensation monetization.

The filer notifies the market of a proposed sale of 3,832 vested shares valued at approximately $1.08 million scheduled for 09/16/2025. The acquisition and payment are recorded as RSU vesting and compensation, indicating this is compensation-related monetization rather than a secondary issuance or financing event. Prior sales in June (3,590 and 3,174 shares) suggest intermittent monetization activity by the same individual. Relative to 158.3 million shares outstanding, these transactions are de minimis and unlikely to affect share supply materially. Disclosure is consistent with Rule 144 procedures and provides transparency to investors.

Corporate Governance Expert

TL;DR Filing appears compliant and timely; provides necessary representations about material nonpublic information.

The Form 144 includes requisite statements about lack of undisclosed material adverse information and identifies the broker and planned sale date on NASDAQ. The sale stems from RSU vesting, a common executive compensation event. The filing offers appropriate transparency regarding recent insider sales on 06/17/2025 and 06/18/2025, which helps satisfy disclosure expectations. There is no indication of a written 10b5-1 plan in the record provided; the signer certifies compliance with Rule 144 representations. From a governance perspective, this is a routine compliance disclosure rather than a governance concern.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3832	1075629.32	158300823	09/16/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	09/15/2025	Vesting of Restricted Stock Units	Issuer			3832	09/15/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert Schlossman 120 Holger Way San Jose CA 95134	Common Stock	06/17/2025	3590	1090290.54
Robert Schlossman 120 Holger Way San Jose CA 95134	Common Stock	06/18/2025	3174	968299.65

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for ZS disclose about the proposed sale?

The Form 144 notifies a proposed sale of 3,832 Zscaler common shares valued at $1,075,629.32 with an approximate sale date of 09/16/2025 through Morgan Stanley Smith Barney.

How were the shares being sold by the filer acquired?

The 3,832 shares were acquired on 09/15/2025 via vesting of restricted stock units and the payment is recorded as compensation.

Did the filer sell any ZS shares in the past three months?

Yes, the filer sold 3,590 shares on 06/17/2025 for $1,090,290.54 and 3,174 shares on 06/18/2025 for $968,299.65.

On which exchange will the proposed sale occur?

The filing specifies the sale is to occur on NASDAQ via Morgan Stanley Smith Barney LLC Executive Financial Services.

How large is the proposed sale relative to outstanding shares?

The filing lists 158,300,823 shares outstanding; the proposed sale of 3,832 shares is a very small fraction of total shares outstanding.