Zscaler (ZS) director awarded 1,076 RSUs, updated holdings disclosed

Rhea-AI Filing Summary

Zscaler, Inc. director Charles H. Giancarlo reported an equity award of 1,076 shares of common stock on January 12, 2026. These shares are represented by restricted stock units that vest in four equal quarterly installments beginning on March 15, 2026, and were recorded at a price of $0 per share.

Following this grant, Giancarlo is shown as beneficially owning 145,451 shares of Zscaler common stock directly. In addition, trusts for which he serves as trustee hold 8,912 shares for The 2012 Gianna Marie Giancarlo Trust, 8,912 shares for The 2012 Marielle Christina Giancarlo Trust, and 125,000 shares for The Charles H. & Dianne G. Giancarlo Family Trust.

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

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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^*

Giancarlo Charles H

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		1,076(1)	A	$0	145,451	D
Common Stock								8,912	I	See footnote(2)
Common Stock								8,912	I	See footnote(3)
Common Stock								125,000	I	See footnote(4)

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. The reported shares are represented by restricted stock units, which vest in four equal quarterly installments beginning on March 15, 2026.

2. The shares are held of record by The 2012 Gianna Marie Giancarlo Trust UAD 12/26/12 for which the reporting person serves as a trustee.

3. The shares are held of record by The 2012 Marielle Christina Giancarlo Trust UAD 12/26/12 for which the reporting person serves as a trustee.

4. The shares are held of record by The Charles H. & Dianne G. Giancarlo Family Trust U/D/T 11/2/98 for which the reporting person serves as trustee.

Remarks:

	/s/ Torrie Nute, by power of attorney	01/13/2026
	** 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 ZS director Charles H. Giancarlo report?

Charles H. Giancarlo reported an acquisition of 1,076 shares of Zscaler common stock on January 12, 2026. The shares were granted at a price of $0 per share and are represented by restricted stock units.

How do the new restricted stock units for ZS vest?

The 1,076 restricted stock units granted to Charles H. Giancarlo vest in four equal quarterly installments, beginning on March 15, 2026, as described in the footnotes.

How many Zscaler (ZS) shares does Charles H. Giancarlo own directly after this Form 4?

After the reported transaction, Charles H. Giancarlo is shown as beneficially owning 145,451 shares of Zscaler common stock directly, according to the filing.

What indirect ZS holdings are associated with trusts linked to Charles H. Giancarlo?

Trusts for which Charles H. Giancarlo serves as trustee hold additional Zscaler shares: 8,912 shares for The 2012 Gianna Marie Giancarlo Trust, 8,912 shares for The 2012 Marielle Christina Giancarlo Trust, and 125,000 shares for The Charles H. & Dianne G. Giancarlo Family Trust.

What role does Charles H. Giancarlo have at Zscaler (ZS)?

The filing identifies Charles H. Giancarlo as a director of Zscaler, Inc. and indicates the Form 4 is filed by one reporting person.

Was this ZS insider transaction reported as a purchase or a grant?

The transaction is coded as "A", indicating an acquisition of common stock, and the shares are described in the footnotes as restricted stock units granted to the director.