Zscaler CFO sells 1,686 shares for tax withholding

Zscaler, Inc. Chief Financial Officer Kevin Rubin reported an open-market sale of 1,686 shares of common stock at an average price of $126.4295 per share.

Rhea-AI Filing Summary

Zscaler, Inc. Chief Financial Officer Kevin Rubin reported an open-market sale of 1,686 shares of common stock at an average price of $126.4295 per share. According to the disclosure, the shares were sold to cover tax withholding obligations tied to vesting restricted stock units and were not a discretionary trade. After this transaction and including 108 shares acquired under the company’s FY2018 Employee Stock Purchase Plan, Rubin holds 44,901 shares directly.

Insider Trade Summary

Net Seller: 1,686 shares

Net Sell 1 txn

Insider RUBIN KEVIN

Role Chief Financial Officer

Sold 1,686 shs ($213K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,686	$126.4295	$213K

Holdings After Transaction: Common Stock — 44,901 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 108 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan on June 15, 2026.

Key Figures

Shares sold: 1,686 shares Sale price: $126.4295 per share Shares held after transaction: 44,901 shares +1 more

4 metrics

Shares sold 1,686 shares Open-market sale to cover tax withholding

Sale price $126.4295 per share Average price for 1,686 shares sold

Shares held after transaction 44,901 shares Direct holdings following reported sale

ESPP acquisition 108 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 by the Issuer's election"

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 in connection with the vesting"

equity incentive plans financial

"as mandated by the Issuer's election under its equity incentive plans and does not represent a discretionary trade"

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

"Includes 108 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan on June 15, 2026"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zscaler (ZS) CFO Kevin Rubin report in this Form 4 filing?

Zscaler CFO Kevin Rubin reported selling 1,686 shares of common stock. The shares were sold at an average price of $126.4295 to satisfy tax withholding obligations related to vesting restricted stock units, rather than as a discretionary market trade.

How many Zscaler (ZS) shares did the CFO sell and at what price?

Kevin Rubin sold 1,686 Zscaler common shares at an average price of $126.4295. The transaction was characterized as an open-market sale used to cover tax withholding obligations connected to restricted stock unit vesting under the company’s equity incentive plans.

Was the Zscaler (ZS) CFO share sale a discretionary trade?

The sale was not a discretionary trade by the Zscaler CFO. Footnotes state the 1,686 shares were sold specifically to cover tax withholding obligations required by the company’s equity incentive plans when restricted stock units vested, making this a routine administrative transaction.

How many Zscaler (ZS) shares does the CFO hold after this transaction?

Following the transaction, Kevin Rubin directly holds 44,901 Zscaler shares. This figure includes 108 shares acquired on June 15, 2026 under the FY2018 Employee Stock Purchase Plan, giving context to his remaining equity position after the tax-related sale.

What role did restricted stock units play in the Zscaler (ZS) CFO’s Form 4?

The Form 4 explains that restricted stock units triggered the sale. When those units vested, Zscaler’s plan required selling 1,686 shares to cover tax withholding obligations, highlighting that the transaction was driven by compensation mechanics, not an independent portfolio decision.

Did the Zscaler (ZS) CFO acquire any shares around this reporting period?

Yes. Footnotes note that Kevin Rubin acquired 108 Zscaler shares under the FY2018 Employee Stock Purchase Plan on June 15, 2026. These acquired shares are included in his total direct holdings of 44,901 shares disclosed after the tax-related sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 08:05 PM EDT Learn about SEC filing dates

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^*

RUBIN KEVIN

(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)
	Chief Financial Officer

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
Common Stock	06/16/2026		S(1)		1,686	D	$126.4295	44,901(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 108 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)