[Form 4] Zscaler, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schlossman Robert

(Last) (First) (Middle)

C/O ZSCALER, INC.

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		G		2,000	D	$0	86,970	D
Common Stock	09/16/2025		S(1)		3,832	D	$280.6966(2)	83,138	D
Commom Stock								66	I	See Footnote(3)

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 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.

3. The shares are held directly by the reporting person's spouse.

Remarks:

	/s/ Torrie Nute, by power of attorney	09/17/2025
	** 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 transactions did Robert Schlossman report on Form 4 for ZS?

The Form 4 reports a 2,000-share disposition under code G on 09/15/2025 and a sale of 3,832 shares on 09/16/2025 to cover tax withholding.

At what price were the shares sold in the tax-withholding transaction?

The weighted average sale price reported for the withholding sale was $280.6966, with individual trade prices ranging from $280.6934 to $280.7013.

How many Zscaler shares does the reporting person own after these transactions?

After the reported transactions the reporting person directly beneficially owned 83,138 shares and his spouse held 66 shares indirectly, totaling 83,204 disclosed shares.

Was the sale of shares a discretionary trade?

No. The filing states the sale of 3,832 shares was to cover tax withholding obligations related to restricted stock unit vesting and did not represent a discretionary trade.

Does the Form 4 provide additional price breakdowns for the sale?

Yes. The filer reports a weighted average price and states they will provide full per-transaction price details upon request to the issuer, security holders, or SEC staff.