[Form 4] Zscaler, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adam Geller, Chief Product Officer at Zscaler (ZS), received 18,322 performance-based restricted stock units that vested 100% on 09/15/2025. Those RSUs were granted under the companys Fiscal Year 2018 Incentive Plan and converted into common stock resulting in beneficial ownership of 65,135 shares immediately after vesting. Over 09/16/2025 through 09/17/2025 the reporting person sold a total of 29,457 shares in multiple transactions, including sales to cover tax withholding related to the vesting and other sales executed pursuant to a Rule 10b5-1 trading plan adopted on 03/12/2025. Share count disclosed at the end of the reported transactions is 43,478 shares owned beneficially. The Form 4 reports weighted-average sale prices for the transactions within the specified ranges.

Insights

Financial Analyst

TL;DR: Insider received vested performance RSUs and sold shares to cover taxes and under a 10b5-1 plan, reducing holdings materially.

The disclosure shows a scheduled vesting of 18,322 performance-based restricted stock units on 09/15/2025 that increased the reporting person's beneficial ownership to 65,135 shares. Subsequent sales of 29,457 shares across 09/16-09/17 reduced ownership to 43,478 shares. The sales include shares withheld for tax obligations and additional dispositions executed under an established Rule 10b5-1 plan. The filing provides weighted-average prices and indicates orderly, preplanned disposition rather than opportunistic trading, which is typically neutral from an operational signal perspective but does materially lower the officer's stake.

Corporate Governance Expert

TL;DR: Transactions are routine equity plan mechanics and a pre-existing 10b5-1 plan, with transparent disclosure of price ranges and intent.

The Form 4 clearly identifies the source of shares as performance-based RSUs and notes that tax withholding shares were sold per the issuer's election under its equity plans. The additional sales were effected via a Rule 10b5-1 trading plan adopted March 12, 2025, which supports compliance with insider-trading rules. Documentation of weighted-average price ranges and an offer to provide detailed splits upon request enhances disclosure quality. From a governance standpoint, the filing follows expected practices for executive equity monetization tied to vesting events.

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^*

Geller Adam

(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)
	Chief Product Officer

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		18,322(1)	A	$0	65,135	D
Commom Stock	09/16/2025		S(2)		11,193	D	$280.6978(3)	53,942	D
Commom Stock	09/17/2025		S(4)		1,600	D	$282.1613(5)	52,342	D
Commom Stock	09/17/2025		S(4)		1,700	D	$283.3291(6)	50,642	D
Commom Stock	09/17/2025		S(4)		4,141	D	$284.5603(7)	46,501	D
Commom Stock	09/17/2025		S(4)		3,023	D	$285.4531(8)	43,478	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 5, 2024 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 $280.6978 to $280.6983, 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 (3) to this Form 4.

4. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.96 to $282.78, 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 footnotes (5) through (8) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.00 to $283.82, 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 footnotes (5) through (8) to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.00 to $284.99, 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 footnotes (5) through (8) to this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.11 to $285.89, 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 footnotes (5) through (8) 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.
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