Zscaler sales president sells 4,108 shares for taxes

Zscaler’s CRO and President of WW Sales sold shares solely to cover taxes on vesting RSUs and continues to hold over 96,000 shares.

Available on EDGAR 09/17/2026 - 07:43 PM EDT Accepted by SEC EDGAR 09/17/2026 - 07:43 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Zscaler, Inc. (ZS) officer Michael J. Rich, the CRO and President of WW Sales, reported a mandatory share sale related to equity compensation. On September 16, 2026, he sold 4,108 shares of common stock at $192.7628 per share to cover tax withholding obligations from vesting restricted stock units, as required under Zscaler’s equity incentive plans. This was not a discretionary trade, and he retained 96,193 shares of common stock afterward.

Insider Trade Summary

Net Seller: 4,108 shares

Net Sell 1 txn

Insider Rich Michael J.

Role CRO and President of WW Sales

Sold 4,108 shs ($792K)

Type	Security	Shares	Price	Value
Sale	Commom Stock F1	4,108	$192.7628	$792K

Holdings After Transaction: Commom Stock — 96,193 shares (Direct)

Footnotes (1)

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.

Key Figures

Shares sold: 4,108 shares Sale price per share: $192.7628 per share Shares held after transaction: 96,193 shares

3 metrics

Shares sold 4,108 shares Sale on September 16, 2026 to cover tax withholding obligations

Sale price per share $192.7628 per share Average price for the 4,108 Zscaler common shares sold

Shares held after transaction 96,193 shares Direct holdings of Michael J. Rich after the September 16, 2026 sale

Key Terms

restricted stock units, tax withholding obligations, equity incentive plans

3 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

"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.

FAQ

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

What insider transaction did ZS report for Michael J. Rich?

ZS reported that Michael J. Rich sold 4,108 shares of common stock on September 16, 2026 in connection with tax withholding on vesting restricted stock units under the company’s equity incentive plans.

Was the September 16, 2026 ZS insider sale a discretionary trade?

No. The filing states the 4,108 shares were sold to cover tax withholding obligations tied to vesting restricted stock units and “does not represent a discretionary trade” by Michael J. Rich.

How many ZS shares does Michael J. Rich hold after this transaction?

After the September 16, 2026 sale to cover taxes, Michael J. Rich directly holds 96,193 shares of Zscaler, Inc. common stock.

At what price were the ZS shares sold in this Form 4 filing?

The 4,108 shares of Zscaler, Inc. common stock were sold at an average price of $192.7628 per share, according to the Form 4 filing.

Is the ZS insider transaction under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not checked, and the footnote describes the sale as mandated tax withholding, not a pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

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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)
09/16/2026

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	09/16/2026		S(1)		4,108	D	$192.7628	96,193	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.

Remarks:

	/s/ Torrie Nute, by power of attorney	09/17/2026
	** 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)