Zscaler Form 4: RSU Withholding Sale Reduces Schlossman Stake to 83,138 Shares
Rhea-AI Filing Summary
Zscaler Chief Legal Officer Robert Schlossman reported two share disposals related to restricted stock units and withholding arrangements. On 09/15/2025, 2,000 shares were disposed of under code G at no cash consideration, and on 09/16/2025 he sold 3,832 shares to satisfy tax withholding at a weighted average price of $280.6966. After these transactions the reporting person directly beneficially owned 83,138 shares and his spouse held 66 shares indirectly, for a combined disclosed interest of 83,204 shares. The Form 4 indicates the 3,832-share sale was executed to cover tax obligations and was not a discretionary trade.
Positive
- Disclosure of tax-withholding sale clarifies the sale was not discretionary and tied to RSU vesting
- Significant retained ownership: Reporting person continues to hold 83,138 shares directly plus 66 indirectly
- Weighted average price disclosed for the withholding sale ($280.6966) and offer to provide per-transaction details
Negative
- Reduction in direct holdings due to the withholding sale: net decrease from 86,970 to 83,138 shares
- Open-market sale occurred (3,832 shares) which, while routine, reduces insider stake and could be viewed neutrally by investors
Insights
TL;DR: Insider sold shares to cover RSU tax withholding; disclosed holdings remain materially significant and sale was non-discretionary.
The transactions consist of a vesting-related disposal (2,000 shares via code G) and a tax-withholding sale of 3,832 shares at a weighted average price of $280.6966. Such sales tied to equity compensation are routine and typically neutral for valuation unless accompanied by further pattern of open-market selling. The reporting person retains 83,138 shares directly, plus 66 held by spouse, preserving ongoing alignment with shareholders reflected in the filing.
TL;DR: Form 4 shows standard, timely disclosure of compensation-related share disposition and fulfils Section 16 transparency requirements.
The filing clearly identifies the relationship (Chief Legal Officer), the nature of the disposals (one code G vesting-related disposition and one sale for tax withholding), and provides a weighted average sale price range for the withholding sale. The reporting person also provides an undertaking to supply per-transaction price details if requested, which supports transparency and compliance with reporting expectations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,832 | $280.6966 | $1.08M |
| Gift | Common Stock | 2,000 | $0.00 | -- |
| holding | Commom Stock | -- | -- | -- |
Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.6934 to $280.7013, 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. The shares are held directly by the reporting person's spouse.
