[Form 4] Zscaler, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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

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

1. Name and Address of Reporting Person^*

Rich Michael J.

(Last) (First) (Middle)

120 HOLGER WAY

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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	09/15/2025		A		14,337(1)	A	$0	112,540	D
Commom Stock	09/16/2025		S(2)		11,718	D	$280.6977(3)	100,822	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 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.

2. 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.

3. 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.

Remarks:

	/s/ Torrie Nute, by power of attorney	09/17/2025
	** 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.

FAQ

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

The Form 4 reports that 14,337 performance-based RSUs vested on 09/15/2025 and 11,718 shares were sold on 09/16/2025 to cover tax withholding.

How many Zscaler shares does Michael J. Rich beneficially own after the transactions?

After the reported transactions the reporting person beneficially owns 100,822 shares.

Why were 11,718 shares sold by the reporting person in the Form 4?

The filing states the 11,718 shares were sold to satisfy tax withholding obligations and were not a discretionary trade by the reporting person.

At what price were the tax-withholding shares sold?

The shares sold were executed at a weighted-average price of $280.6977, with individual sale prices ranging from $280.6951 to $280.6992.

What type of equity award vested for Michael J. Rich?

The vested awards were performance-based restricted stock units granted December 1, 2023 under Zscaler’s fiscal 2018 Incentive Plan that vested 100% on September 15, 2025.