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Automatic Tax Sale: Zscaler Executive Disposes of 4,064 Shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zscaler (NASDAQ: ZS) filed a Form 4 showing that Chief Technology Officer Syam Nair disposed of 4,064 shares of common stock on June 17 2025 at a weighted-average price of $303.7021, a transaction valued at roughly $1.24 million.

The sale was executed solely to satisfy tax-withholding obligations arising from the vesting of restricted stock units and is therefore classified as a non-discretionary, administrative transaction. After the sale, Nair retains direct ownership of 106,659 shares, which includes 157 shares purchased through the company’s 2018 Employee Stock Purchase Plan on June 16 2025.

No derivative security activity, Rule 10b5-1 trading plan indication, or additional transactions were reported in the filing.

Positive

  • None.

Negative

  • CTO Syam Nair disposed of 4,064 shares worth approximately $1.24 million to cover tax obligations, modestly reducing his direct stake to 106,659 shares.

Insights

TL;DR: $1.24 M tax-withholding sale by CTO; market impact viewed as neutral

The filing details an automatic, tax-related share disposition rather than a discretionary sell-down, limiting its signalling value. Although the dollar amount exceeds $1 million, the transaction equals only ~3.7 % of Nair’s prior holdings, leaving a substantial 106,659-share stake that aligns his incentives with shareholders. The absence of a marked Rule 10b5-1 plan and the explanatory footnote confirm the administrative nature of the move. With no change to Zscaler’s fundamentals or insider commitment, the event should have minimal influence on valuation or sentiment.

Insider Nair Syam
Role CTO
Sold 4,064 shs ($1.23M)
Type Security Shares Price Value
Sale Commom Stock 4,064 $303.7021 $1.23M
Holdings After Transaction: Commom Stock — 106,659 shares (Direct)
Footnotes (1)
  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. Includes 157 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on June 16, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
Nair Syam
(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)
CTO
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025
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 06/17/2025 S(1) 4,064 D $303.7021 106,659(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 157 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on June 16, 2025.
Remarks:
/s/ Torrie Nute, by power of attorney 06/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many ZS shares did CTO Syam Nair sell on June 17 2025?

The Form 4 reports a sale of 4,064 shares of Zscaler common stock.

What was the sale price for the shares disposed of by Zscaler's CTO?

The weighted-average price was $303.7021 per share.

Why were the shares sold according to the filing?

The shares were sold solely to cover tax-withholding obligations tied to restricted stock unit vesting.

How many ZS shares does the CTO own after the reported transaction?

Following the sale, the filing lists 106,659 shares as directly owned by Mr. Nair.

Is the transaction part of a Rule 10b5-1 trading plan?

The Form 4 includes a checkbox for Rule 10b5-1 transactions, but it is not indicated as selected, so no affirmative plan is disclosed.