[Form 4] Zscaler, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Zscaler (NASDAQ:ZS) filed a Form 4 reporting that Chief Product Officer Adam Geller disposed of 6,671 common shares over 17-18 June 2025. The sales generated roughly $2.0 million in gross proceeds at weighted-average prices ranging $303.70–$308.05 per share. Of the total, 3,009 shares were automatically sold to cover tax-withholding on RSU vesting, while the remaining 3,662 shares were executed under a Rule 10b5-1 plan adopted on 12 March 2025. After the transactions, Geller directly owns 46,813 shares, a decline of about 12 % from the 53,484 shares previously held. No derivative positions were exercised or altered, and the filing contains no other material disclosures.

Positive

• None.

Negative

• Chief Product Officer Adam Geller sold 6,671 shares (~US$2.0 M), reducing his direct stake by roughly 12 %; insider sales of this size often create negative sentiment despite partial tax-withholding justification.

Insights

Insider Transaction Analyst

TL;DR: $2 M CPO sale trims stake 12%; largely pre-planned but still mildly negative signal.

The filing reveals a mid-seven-figure share sale by a key executive. Although 45 % of the shares (3,009) were withheld for taxes and the remainder executed under a pre-established Rule 10b5-1 plan, the net reduction in ownership is material—about 12 % of the CPO’s holdings. Investors often discount tax-related disposals, yet the additional 3,662 shares sold for portfolio diversification or liquidity may indicate tempered insider confidence at current valuations. The executive retains 46.8 K shares, limiting long-term signal severity, but the magnitude (>US$2 M) and C-suite status tilt the disclosure modestly negative for near-term sentiment.

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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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).

X

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^*

Geller Adam

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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
Commom Stock	06/17/2025		S(1)		3,009	D	$303.7021	50,475(2)	D
Commom Stock	06/18/2025		S(3)		1,828	D	$306.1429(4)	48,647	D
Commom Stock	06/18/2025		S(3)		1,534	D	$307.1399(5)	47,113	D
Commom Stock	06/18/2025		S(3)		300	D	$308.0533(6)	46,813	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 122 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on June 16, 2025.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.565 to $306.55, 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 footnotes (4) through (6) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.74 to $307.33, 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 footnotes (4) through (6) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.79 to $308.58, 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 footnotes (4) through (6) to this Form 4.

Remarks:

	/s/ Torrie Nute, by power of attorney	06/18/2025
	** 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

How many ZS shares did Chief Product Officer Adam Geller sell in June 2025?

The Form 4 shows Geller sold 6,671 common shares on 17-18 June 2025.

What was the total dollar value of Adam Geller’s share sales?

Based on reported weighted-average prices, the sales generated approximately $2.0 million in gross proceeds.

How many ZS shares does Adam Geller still own after the sales?

Geller now beneficially owns 46,813 shares of Zscaler common stock.

Were the sales discretionary or automatic?

3,009 shares were automatically sold to cover tax withholding on RSU vesting; 3,662 shares were sold under a Rule 10b5-1 trading plan adopted 12 March 2025.

At what price range were the shares sold?

Weighted-average prices ranged from $303.70 to $308.05 per share, with detailed ranges provided in footnotes (4)-(6).