Zscaler CFO gets 8,349 shares, sells 5,957 for taxes

Zscaler’s CFO received performance-based RSUs that vested, and a portion of the resulting shares was sold to cover tax withholding obligations.

Rhea-AI Filing Summary

Zscaler, Inc. (ZS) reported that Chief Financial Officer Kevin Rubin received 8,349 shares of common stock on September 15, 2026 from the vesting of performance-based restricted stock units tied to FY25 metrics under the company’s equity incentive plan. On September 16, 2026, 5,957 shares were sold at $192.7628 per share solely to satisfy tax withholding obligations in connection with that vesting and are described as not being a discretionary trade by Rubin. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Seller: 5,957 shares

Net Sell 2 txns

Insider RUBIN KEVIN

Role Chief Financial Officer

Sold 5,957 shs ($1.15M)

Type	Security	Shares	Price	Value
Sale	Common Stock F2	5,957	$192.7628	$1.15M
Grant/Award	Common Stock F1	8,349	$0.00	$0.00

Holdings After Transaction: Common Stock — 43,287 shares (Direct)

Footnotes (2)

1. F1. Represents restricted stock units granted upon achievement of certain FY25 performance metrics pursuant to performance-based restricted stock units granted June 3, 2025 under Zscaler's Amended and Restated Fiscal Year 2018 Equity Incentive Plan. The restricted stock units reported in this Form 4 were issued and vested on September 15, 2026.
2. F2. 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

Performance-based RSU shares vested: 8,349 shares Shares sold for tax withholding: 5,957 shares Sale price per share: $192.7628 per share +2 more

5 metrics

Performance-based RSU shares vested 8,349 shares Restricted stock units issued and vested on September 15, 2026 upon achievement of FY25 performance metrics

Shares sold for tax withholding 5,957 shares Sale on September 16, 2026 to cover tax withholding obligations related to RSU vesting

Sale price per share $192.7628 per share Price for the 5,957 shares of common stock sold on September 16, 2026

Net shares sold (buy-sell) 5,957 shares Net sell direction across reported buy/sell activity in this Form 4

Rule 10b5-1 plan usage No plan reported Affirmative 10b5-1 checkbox is not marked for these transactions

Key Terms

restricted stock units, performance-based restricted stock units, equity incentive plans, tax withholding obligations

4 terms

restricted stock units financial

"Represents restricted stock units granted upon achievement of certain FY25 performance metrics"

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.

performance-based restricted stock units financial

"pursuant to performance-based restricted stock units granted June 3, 2025"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

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.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

FAQ

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

What insider transactions did ZS Chief Financial Officer Kevin Rubin report on this Form 4?

Kevin Rubin reported 8,349 shares of Zscaler, Inc. common stock acquired on September 15, 2026 from vested performance-based restricted stock units, and a sale of 5,957 shares on September 16, 2026 to cover tax withholding obligations related to that vesting.

How many ZS shares did the CFO receive from performance-based RSUs, and when did they vest?

The CFO received 8,349 shares of Zscaler common stock. They were issued and vested on September 15, 2026 upon achievement of certain FY25 performance metrics under Zscaler’s Amended and Restated Fiscal Year 2018 Equity Incentive Plan.

How many ZS shares did the CFO sell and at what price per share?

The Form 4 reports a sale of 5,957 shares of Zscaler common stock on September 16, 2026 at a price of $192.7628 per share. The company states these shares were sold to cover tax withholding obligations tied to RSU vesting.

Was the reported ZS share sale by the CFO a discretionary trade?

No. The filing explains the 5,957-share sale represents shares sold to cover tax withholding obligations in connection with restricted stock unit vesting, mandated by Zscaler’s election under its equity incentive plans, and “does not represent a discretionary trade” by the CFO.

Were the ZS insider transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates no Rule 10b5-1 plan is reported. The Rule 10b5-1 checkbox is not marked as being used, and the footnotes describe the sale as made to satisfy tax withholding obligations rather than under a pre-arranged trading plan.

What type of equity award did the ZS CFO receive in this filing?

The CFO received restricted stock units issued pursuant to performance-based restricted stock units granted June 3, 2025 under Zscaler’s Amended and Restated Fiscal Year 2018 Equity Incentive Plan, which vested on September 15, 2026 upon achievement of specified FY25 performance metrics.

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

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Available on EDGAR 09/17/2026 - 07:45 PM Accepted by SEC EDGAR 09/17/2026 - 07:45 PM Learn about SEC filing dates

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^*

RUBIN KEVIN

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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
Common Stock	09/15/2026		A		8,349(1)	A	$0	49,244	D
Common Stock	09/16/2026		S(2)		5,957	D	$192.7628	43,287	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 FY25 performance metrics pursuant to performance-based restricted stock units granted June 3, 2025 under Zscaler's Amended and Restated Fiscal Year 2018 Equity Incentive Plan. The restricted stock units reported in this Form 4 were issued and vested on September 15, 2026.

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.

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)