Zscaler (NASDAQ: ZS) CRO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Zscaler, Inc. CRO Michael J. Rich reported a mandatory share sale tied to tax withholding. On the reported date, he disposed of 4,184 shares of common stock at an average price of $126.4295 per share to cover tax obligations from vesting restricted stock units, as required under the company’s equity incentive plans and not as a discretionary trade. After this transaction, he directly holds 100,301 shares of Zscaler common stock. The holdings also include 135 shares acquired under the company’s FY2018 Employee Stock Purchase Plan on June 15, 2026.

Insider Trade Summary

Net Seller: 4,184 shares ($528,981)

Net Sell 1 txn

Insider Rich Michael J.

Role CRO and President of WW Sales

Sold 4,184 shs ($529K)

Type	Security	Shares	Price	Value
Sale	Commom Stock	4,184	$126.4295	$529K

Holdings After Transaction: Commom Stock — 100,301 shares (Direct, null)

Footnotes (1)

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units as mandated by the Issuer's election under its equity incentive plans and does not represent a discretionary trade by the Reporting Person. Includes 135 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan on June 15, 2026.

Key Figures

Shares disposed: 4,184 shares Sale price: $126.4295 per share Post-transaction holdings: 100,301 shares +1 more

4 metrics

Shares disposed 4,184 shares Sold to cover tax withholding on RSU vesting

Sale price $126.4295 per share Average price for 4,184 shares sold

Post-transaction holdings 100,301 shares Directly held after tax-related sale

ESPP acquisition 135 shares Acquired under FY2018 Employee Stock Purchase Plan on June 15, 2026

Key Terms

restricted stock units, tax withholding obligations, equity incentive plans, Employee Stock Purchase Plan

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units as mandated"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

Employee Stock Purchase Plan financial

"acquired under the Issuer's FY2018 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rich Michael J.

(Last) (First) (Middle)

120 HOLGER WAY

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc. [ ZS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CRO and President of WW Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Commom Stock	06/16/2026		S(1)		4,184	D	$126.4295	100,301(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units as mandated by the Issuer's election under its equity incentive plans and does not represent a discretionary trade by the Reporting Person.

2. Includes 135 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan on June 15, 2026.

Remarks:

	/s/ Torrie Nute, by power of attorney	06/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ZS executive Michael J. Rich report on this Form 4?

Michael J. Rich reported disposing of 4,184 Zscaler shares. The shares were sold to satisfy tax withholding obligations triggered by vesting restricted stock units, under the company’s equity incentive plans, and were not part of a discretionary open-market trade.

Was Michael J. Rich’s ZS stock sale a discretionary open-market transaction?

The sale was not discretionary. Footnotes state the 4,184 Zscaler shares were sold solely to cover tax withholding obligations upon RSU vesting, mandated by the company’s equity incentive plans rather than by an investment decision from the executive.

How many ZS shares does Michael J. Rich hold after this tax-related sale?

After the transaction, Michael J. Rich directly holds 100,301 Zscaler shares. This post-transaction balance reflects his remaining ownership following the 4,184-share sale executed to cover tax withholding tied to restricted stock unit vesting.

At what price were Michael J. Rich’s ZS shares sold to cover taxes?

The 4,184 Zscaler shares were sold at an average price of $126.4295 per share. This transaction was executed to satisfy tax withholding obligations associated with the vesting of restricted stock units under Zscaler’s equity incentive plans.

Did Michael J. Rich acquire additional ZS shares through an employee plan?

Yes. A footnote indicates his holdings include 135 shares acquired under Zscaler’s FY2018 Employee Stock Purchase Plan on June 15, 2026, in addition to his other directly held shares following the reported tax-related sale.