[Form 4] Zscaler, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Zscaler director and EVP of Corporate Strategy & Ventures vested 2,067 performance-based restricted stock units on 09/15/2025, which converted to common shares that increased reported beneficial ownership to 78,356 shares. The filing shows the reporting person sold 4,524 shares on 09/16/2025 to satisfy tax-withholding obligations at a weighted average price of $280.6985, leaving 73,832 shares beneficially owned after the sale. The RSUs were originally granted June 3, 2025 under the companys FY2018 Incentive Plan and vested 100% on the noted date. The Form 4 was signed by power of attorney on 09/17/2025.

Positive

• Performance-based RSUs vested in full on 09/15/2025 converting to 2,067 common shares, demonstrating achievement of stated performance metrics
• Continued meaningful ownership with 73,832 shares remaining after the sell-to-cover, preserving alignment with shareholders

Negative

• Sell-to-cover transaction of 4,524 shares on 09/16/2025 reduced reported holdings, though it was executed to satisfy tax withholding
• Weighted average sale price indicates shares were sold at market prices between $280.6980 and $280.6992, resulting in a disposal that modestly lowers insider stake

Insights

Financial Analyst

TL;DR: Routine insider vesting with tax-related share sale; no clear signal of strategic shift.

The filing documents a scheduled vesting of 2,067 performance-based RSUs and a subsequent sell-to-cover of 4,524 shares to meet tax obligations. The weighted average sale price of $280.6985 implies the disposition was administrative rather than a market-timing decision. The remaining beneficial ownership of 73,832 shares maintains meaningful alignment with shareholder interests, but the transactions are not material to Zscalers capital structure or liquidity.

Corporate Governance Expert

TL;DR: Disclosure is complete and conforms to Section 16 requirements; transactions appear standard for equity compensation.

The Form 4 clearly identifies the reporting persons roles, the grant source, vesting date, and the nature of the sale as tax withholding under the issuers equity plan. The signature by power of attorney and timely reporting meet filing norms. No unusual derivative activity or irregular timing is disclosed.

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

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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^*

Judge Raj

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Corp. Strategy & Ventures

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
Common Stock	09/15/2025		A		2,067(1)	A	$0	78,356	D
Common Stock	09/16/2025		S(2)		4,524	D	$280.6985(3)	73,832	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 June 3, 2025 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 $280.6980 to $280.6992, 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.

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 RSUs vested for the ZS reporting person and when?

The reporting person had 2,067 performance-based restricted stock units vest 100% on 09/15/2025 under the June 3, 2025 grant.

How many Zscaler (ZS) shares were sold and why?

The filing shows 4,524 shares were sold on 09/16/2025 to cover tax-withholding obligations as required by the issuer's equity plan.

What was the sale price for the shares sold in the Form 4?

The weighted average sale price reported was $280.6985, with individual trade prices ranging from $280.6980 to $280.6992.

How many Zscaler shares does the reporting person own after the transactions?

Following the vesting and sell-to-cover, the reporting person beneficially owned 73,832 shares according to the Form 4.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Torrie Nute, by power of attorney on 09/17/2025 as indicated in the filing.