Zscaler (ZS) CFO reports tax-related sale of 3,303 shares in Form 4

Rhea-AI Filing Summary

Zscaler, Inc.'s Chief Financial Officer reported an automatic sale of company stock related to equity compensation. On 12/16/2025, the CFO sold 3,303 shares of common stock at a price of $230.8193 per share. According to the disclosure, this sale was made to cover tax withholding obligations arising from the vesting of restricted stock units under the company’s equity incentive plans and is described as not being a discretionary trade.

After this transaction, the CFO beneficially owned 48,161 shares of Zscaler common stock, which includes 81 shares acquired under the company’s Fiscal Year 2018 Employee Stock Purchase Plan on December 15, 2025. The filing reflects a routine equity compensation and tax withholding event rather than an open-market decision to reduce ownership.

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^*

RUBIN KEVIN

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		S(1)		3,303	D	$230.8193	48,161(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 81 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on December 15, 2025.

Remarks:

	/s/ Torrie Nute, by power of attorney	12/17/2025
	** 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 insider transaction did Zscaler (ZS) report in this Form 4?

The Chief Financial Officer of Zscaler, Inc. reported selling 3,303 shares of common stock on 12/16/2025 at a price of $230.8193 per share.

Why did the Zscaler (ZS) CFO sell 3,303 shares of stock?

The filing states the 3,303 shares were sold to cover tax withholding obligations related to the vesting of restricted stock units under Zscaler’s equity incentive plans and that this did not represent a discretionary trade.

How many Zscaler (ZS) shares does the CFO own after this transaction?

Following the reported sale, the CFO beneficially owned 48,161 shares of Zscaler common stock.

Does the reported Zscaler (ZS) sale involve any derivative securities?

The provided disclosure does not list any transactions in derivative securities in Table II; only a common stock transaction is reported in Table I.

What additional Zscaler (ZS) shares are included in the CFO’s ownership total?

The beneficial ownership total of 48,161 shares includes 81 shares acquired under Zscaler’s Fiscal Year 2018 Employee Stock Purchase Plan on December 15, 2025.

Is the Zscaler (ZS) CFO considered a direct owner of the reported shares?

Yes. The filing shows the 48,161 shares of common stock as held with direct (D) ownership.