ZS Insider Report: RSUs Vest and Tax-Driven Share Sale at ~$280.70
Rhea-AI Filing Summary
Michael J. Rich, CRO and President of Worldwide Sales at Zscaler, reported the vesting and partial disposition of equity awards. On September 15, 2025 14,337 performance-based restricted stock units vested and were recorded as acquired at $0 per share because they were RSUs converting to common stock. Following vesting the reporting person beneficially owned 112,540 shares. On September 16, 2025 the reporting person sold 11,718 shares to satisfy tax withholding obligations at a weighted-average sale price of $280.6977 per share, leaving 100,822 shares beneficially owned. The Form 4 was signed via power of attorney on September 17, 2025.
Positive
- Performance RSUs vested showing executive compensation aligned with performance metrics (14,337 RSUs vested on 09/15/2025).
- Substantial continued ownership remains after the transaction (100,822 shares beneficially owned), indicating ongoing executive stake in ZS.
Negative
- Sale of shares (11,718) immediately following vesting reduced the reporting person’s holdings, though the filing states this was to cover tax withholding.
- Weighted-average sale price indicates shares were sold near $280.70, realizing proceeds that reduced share exposure.
Insights
TL;DR Officer received performance RSUs that vested and sold shares solely to cover tax withholding; remaining holdings remain material.
The filing shows a routine compensation event rather than an active trading decision. 14,337 performance RSUs vested and converted to common stock on 09/15/2025, and 11,718 shares were sold on 09/16/2025 at a weighted-average price of $280.6977 to cover taxes. Remaining beneficial ownership of 100,822 shares maintains the officer's economic stake. There is no indication of discretionary selling beyond tax-related withholding.
TL;DR Disclosure is standard and compliant: vesting, withholding sale, and POA signature are properly reported.
The Form 4 discloses performance-based RSU vesting under the company's incentive plan and a tax-withholding sale executed under the issuer's election. The report includes the weighted-average sale price range and a statement that the sale was to satisfy tax obligations, which aligns with common equity plan administration practices. The signature by power of attorney is noted and dated 09/17/2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Commom Stock | 11,718 | $280.6977 | $3.29M |
| Grant/Award | Commom Stock | 14,337 | $0.00 | -- |
Footnotes (1)
- Represents restricted stock units granted upon achievement of certain performance metrics pursuant to performance-based restricted stock units granted December 1, 2023 under Zscaler's Fiscal Year 2018 Incentive Plan. The restricted stock units vest 100% on September 15, 2025. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.6951 to $280.6992, 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 ranges set forth in footnote (2) to this Form 4.
