[Form 4] Zscaler, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jagtar S. Chaudhry, identified as CEO, Chairman, director and a >10% owner of Zscaler, Inc. (ZS), reported a routine equity transaction on 09/16/2025. He sold 2,865 shares of common stock to satisfy tax withholding obligations arising from the vesting of restricted stock units; the weighted average sale price was $280.6976. Following that sale, Mr. Chaudhry directly owned 350,700 shares. He also retains substantial indirect holdings: 2,177,994 shares held by the RSJ Trust, 24,363,128 shares held by the RSP Trust, and 6,666 shares held by The P. Jyoti Chaudhry Family Trust. The filing was submitted individually and signed by a power of attorney on 09/17/2025.

Positive

• Sale was non-discretionary and performed solely to cover tax withholding for RSU vesting
• Reporting person retains substantial indirect ownership across multiple trusts, indicating continued insider alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale tied to RSU vesting; substantial indirect ownership remains concentrated in family trusts.

The Form 4 documents a non-discretionary sale of 2,865 shares to cover tax withholding from vested restricted stock units, with a weighted average sale price of $280.6976. This is a common administrative step and does not indicate active trading intent. Governance-wise, the filing underscores concentrated insider ownership through multiple trusts, which preserves control but may limit free-float. The report was filed by one reporting person and executed via power of attorney.

Securities Analyst

TL;DR: Transaction is immaterial to market supply; large indirect holdings imply continued insider alignment with shareholders.

The disposed amount (2,865 shares) is small relative to the reporting person's aggregate direct and indirect holdings (over 26 million shares combined when summing disclosed trust positions). The sale was explicitly to meet tax obligations from RSU vesting and not a discretionary liquidity event. From a market-impact perspective, this filing is neutral; it documents routine equity plan mechanics rather than signaling strategic changes.

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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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^*

Chaudhry Jagtar Singh

(Last) (First) (Middle)

C/O ZSCALER, INC.

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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
Common Stock	09/16/2025		S(1)		2,865	D	$280.6976(2)	350,700	D
Common Stock								2,177,994	I	See Footnote(3)
Common Stock								24,363,128	I	See Footnote(4)
Common Stock								6,666	I	See footnote(5)

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.6975 to $280.6977, 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 (2) to this Form 4.

3. The shares are held of record by Jagtar S Chaudhry TTEE The RSJ Trust U/A DTD 06/07/2017.

4. The shares are held of record by Jyoti Chaudhry TTEE The RSP Trust U/A DTD 06/07/2017.

5. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.

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.
* 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.

FAQ

What did the ZS insider sell on 09/16/2025?

The reporting person sold 2,865 shares of Zscaler (ZS) common stock on 09/16/2025.

Why were the 2,865 shares sold according to the Form 4?

The Form 4 states the sale was to cover tax withholding obligations related to the vesting of restricted stock units and was not a discretionary trade.

What price did the insider receive for the sold ZS shares?

The weighted average price reported was $280.6976 per share, with individual transaction prices ranging from $280.6975 to $280.6977.

How many ZS shares does Jagtar S. Chaudhry beneficially own after the reported transaction?

After the transaction he directly owned 350,700 shares and held indirect positions of 2,177,994, 24,363,128, and 6,666 shares via named trusts.

Who filed the Form 4 for Jagtar S. Chaudhry?

The Form 4 was filed by one reporting person and signed by Torrie Nute by power of attorney on 09/17/2025.