Zscaler (ZS) CEO sells 1,941 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Zscaler, Inc. CEO and Chairman Jagtar Singh Chaudhry reported an open-market sale of 1,941 shares of common stock at an average price of $156.5932 per share. A footnote explains these shares were sold to cover tax withholding obligations on vesting restricted stock units and were not a discretionary trade. Following the sale, he held 345,916 shares directly, plus additional indirect holdings reported as 2,177,994, 24,341,267, and 6,666 shares in various family trusts.

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

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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).

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^*

Chaudhry Jagtar Singh

(Last) (First) (Middle)

C/O ZSCALER, INC.

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)

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

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
Common Stock	03/17/2026		S(1)		1,941	D	$156.5932	345,916	D
Common Stock								2,177,994	I	See Footnote(2)
Common Stock								24,341,267	I	See Footnote(3)
Common Stock								6,666	I	See footnote(4)

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

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

4. 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	03/18/2026
	** 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) CEO Jagtar Singh Chaudhry report in this Form 4 filing?

He reported an open-market sale of 1,941 Zscaler common shares. The filing states the sale was made to cover tax withholding obligations tied to vesting restricted stock units, rather than a discretionary portfolio decision, and updates his direct and indirect share holdings.

How many Zscaler (ZS) shares were sold and at what price in this transaction?

The Form 4 shows a sale of 1,941 Zscaler common shares. The shares were sold at an average price of $156.5932 per share, reflecting a tax-related disposition associated with RSU vesting rather than an independent decision to reduce the overall equity position.

Was Jagtar Singh Chaudhry’s Zscaler (ZS) share sale discretionary or tax-related?

The filing describes the 1,941-share sale as tax-related, not discretionary. A footnote explains the shares were sold to satisfy tax withholding obligations from vesting restricted stock units, mandated under Zscaler’s equity incentive plans rather than initiated as an optional market-timing trade.

How many Zscaler (ZS) shares does Chaudhry hold directly after this Form 4 transaction?

After the reported sale, Chaudhry directly holds 345,916 Zscaler common shares. This figure comes from the post-transaction balance in the Form 4 and shows that the 1,941 shares sold for tax withholding represent a small portion of his disclosed direct equity position.

What indirect Zscaler (ZS) share holdings are reported for trusts associated with Chaudhry?

The Form 4 lists indirect holdings of 2,177,994, 24,341,267, and 6,666 Zscaler shares. Footnotes state these shares are held of record by several family trusts, including The RSJ Trust, The RSP Trust, and The P. Jyoti Chaudhry Family Trust, rather than in Chaudhry’s own name.