Zscaler (ZS) Chief Legal Officer discloses Rule 10b5-1 stock sales

Rhea-AI Filing Summary

Zscaler, Inc.’s Chief Legal Officer reports recent stock transactions. On 12/16/2025, the officer disposed of 3,084 shares of common stock at $230.8193 per share to cover tax withholding obligations related to vesting restricted stock units, which is described as a non-discretionary sale under the company’s equity incentive plans. On 12/17/2025, the officer sold 2,349 shares at $232.79 per share under a pre-arranged Rule 10b5-1 trading plan adopted on July 3, 2025. Following these transactions, the officer beneficially owns 74,653 shares directly and 66 shares indirectly through a spouse.

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
Estimated average burden
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^*

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)
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)		3,084	D	$230.8193	77,002	D
Common Stock	12/17/2025		S(2)		2,349	D	$232.79	74,653	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on July 3, 2025.

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

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) disclose for its Chief Legal Officer?

The Chief Legal Officer reported two stock sales: 3,084 Zscaler common shares on 12/16/2025 and 2,349 shares on 12/17/2025.

Why were some Zscaler (ZS) shares sold by the Chief Legal Officer?

On 12/16/2025, 3,084 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units under Zscaler’s equity incentive plans.

Was the Zscaler (ZS) insider sale made under a Rule 10b5-1 trading plan?

Yes. The 2,349-share sale on 12/17/2025 was effected under a Rule 10b5-1 trading plan that was adopted on July 3, 2025.

How many Zscaler (ZS) shares does the Chief Legal Officer own after these transactions?

After the reported trades, the Chief Legal Officer beneficially owns 74,653 shares of Zscaler common stock directly and 66 shares indirectly through a spouse.

What role does the reporting person hold at Zscaler (ZS)?

The reporting person serves as an officer of Zscaler, holding the title of Chief Legal Officer.

Are the reported Zscaler (ZS) insider trades discretionary?

The 3,084-share sale is described as covering tax withholding obligations and not a discretionary trade. The 2,349-share sale was made under a pre-arranged Rule 10b5-1 trading plan.