Zscaler (NASDAQ: ZS) CPO sells shares for tax withholding under 10b5-1 plan

Rhea-AI Filing Summary

Zscaler, Inc. Chief Product Officer Adam Geller reported two sales of common stock primarily tied to equity compensation taxes and a pre-set trading plan. On March 18, 2026, he sold 2,094 shares at $153.53 each. On March 17, 2026, he sold 1,485 shares at $156.5932 each. A footnote explains the shares were sold to cover tax withholding obligations from restricted stock unit vesting under the company’s equity incentive plans and are not discretionary trades. Another footnote states the sale was executed under a Rule 10b5-1 trading plan adopted on March 12, 2025. After these transactions, Geller directly holds 46,949 shares of Zscaler common stock.

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
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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).

X

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^*

Geller Adam

(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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		S(1)		1,485	D	$156.5932	49,043	D
Commom Stock	03/18/2026		S(2)		2,094	D	$153.53	46,949	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. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025

Remarks:

	/s/ Torrie Nute, by power of attorney	03/19/2026
	** 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)

FAQ

What did Zscaler (ZS) Chief Product Officer Adam Geller report in this Form 4?

Adam Geller reported selling Zscaler common stock in two transactions. The sales covered tax withholding on restricted stock unit vesting and were executed under the company’s equity plans, with a Rule 10b5-1 trading plan also referenced in a footnote.

How many Zscaler (ZS) shares did Adam Geller sell and at what prices?

Adam Geller sold 2,094 Zscaler common shares at $153.53 on March 18, 2026, and 1,485 shares at $156.5932 on March 17, 2026. These transactions together represent 3,579 shares disposed of over two consecutive trading days.

Why were Adam Geller’s Zscaler (ZS) share sales described as non-discretionary?

A Form 4 footnote states the shares were sold to satisfy tax withholding obligations from restricted stock unit vesting, mandated by Zscaler’s election under its equity incentive plans. It clarifies the transactions do not represent discretionary trades by Adam Geller.

Was a Rule 10b5-1 trading plan involved in Adam Geller’s Zscaler (ZS) share sales?

Yes. A footnote explains the reported sale was effected under a Rule 10b5-1 trading plan adopted on March 12, 2025. Such plans pre-schedule trades, indicating the timing of these sales was determined in advance rather than chosen opportunistically.

How many Zscaler (ZS) shares does Adam Geller hold after these transactions?

Following the reported transactions, Adam Geller directly holds 46,949 shares of Zscaler common stock. This post-transaction balance, disclosed in the Form 4, helps show that he retains a substantial equity position in the company after the tax-related sales.

Do Adam Geller’s Zscaler (ZS) Form 4 transactions involve derivatives or options?

The filing shows only non-derivative transactions in Zscaler common stock for this Form 4. The derivative summary section is empty, indicating no reportable option, warrant, or other derivative exercises or conversions were included in these particular transactions.