Zscaler CEO sells 2,852 shares for tax withholding

Zscaler’s CEO and chairman disposed of shares to satisfy tax withholding tied to RSU vesting, leaving a substantial direct equity stake.

Rhea-AI Filing Summary

Zscaler, Inc. (ZS) reported that CEO, Chairman and ten percent owner Jagtar Singh Chaudhry sold 2,852 shares of common stock on September 16, 2026 at an average price of $192.7628 per share. The footnotes state this sale was made to cover tax withholding obligations from vesting restricted stock units and was not a discretionary trade. After this sale, he directly holds 340,186 shares of Zscaler common stock, with additional indirect holdings held through family trusts. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Net Seller: 2,852 shares

Net Sell 3 txns

Insider Chaudhry Jagtar Singh

Role CEO & Chairman

Sold 2,852 shs ($550K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,852	$192.7628	$550K
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 340,186 shares (Direct); Common Stock — 26,525,927 shares (Indirect, See footnote)

Footnotes (3)

1. F1. 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. F2. The shares are held of record by Jay Chaudhry & Jyoti Chaudhry Co-TTEES Jay & Jyoti Chaudhry TR U/A DTD 12/06/25.
3. F3. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Surjit Kaur serves as trustee.

Key Figures

Shares sold: 2,852 shares Sale price per share: $192.7628 per share Direct holdings after transaction: 340,186 shares +1 more

4 metrics

Shares sold 2,852 shares Common stock sale on September 16, 2026 to cover tax withholding

Sale price per share $192.7628 per share Average price for 2,852 shares sold on September 16, 2026

Direct holdings after transaction 340,186 shares Directly held Zscaler common stock by CEO after the September 16, 2026 sale

Net shares sold 2,852 shares Net sell direction across reported transactions in this Form 4

Key Terms

restricted stock units, tax withholding obligations, indirect ownership, equity incentive plans

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units as mandated"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

indirect ownership financial

"The shares are held of record by Jay Chaudhry & Jyoti Chaudhry"

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zscaler (ZS) CEO Jagtar Singh Chaudhry report in this Form 4?

He sold 2,852 shares of Zscaler common stock on September 16, 2026 at an average price of $192.7628 per share, in a transaction described as covering tax withholding obligations on vesting restricted stock units.

How many Zscaler (ZS) shares does the CEO hold after this reported transaction?

Following the reported sale, Jagtar Singh Chaudhry directly holds 340,186 shares of Zscaler common stock. The filing also discloses additional indirect holdings through family trusts, though specific share counts for those trusts are not listed here.

Was the ZS CEO’s September 16, 2026 sale a discretionary trade?

No. The filing states the 2,852 shares were sold to cover tax withholding obligations arising from vesting restricted stock units, mandated by Zscaler’s equity incentive plan election, and that the sale does not represent a discretionary trade by the reporting person.

Is the ZS CEO’s sale on this Form 4 under a Rule 10b5-1 trading plan?

No. The document-level indicator for Rule 10b5-1 plans is unchecked, and there is no footnote stating the trade was made pursuant to such a plan. The transaction is instead linked to tax withholding on RSU vesting.

What indirect ownership interests in Zscaler (ZS) stock are disclosed for the CEO?

Indirect holdings are reported in the names of the Jay & Jyoti Chaudhry Trust and the P. Jyoti Chaudhry Family Trust. The filing notes these shares are held of record by those trusts, with one trust having Ms. Surjit Kaur as trustee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 07:46 PM Accepted by SEC EDGAR 09/17/2026 - 07:46 PM Learn about SEC filing dates

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).

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^*

Chaudhry Jagtar Singh

(Last) (First) (Middle)

C/O ZSCALER, INC.

120 HOLGER WAY

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc. [ ZS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/16/2026		S(1)		2,852	D	$192.7628	340,186	D
Common Stock								26,519,261	I	See footnote(2)
Common Stock								6,666	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 shares are held of record by Jay Chaudhry & Jyoti Chaudhry Co-TTEES Jay & Jyoti Chaudhry TR U/A DTD 12/06/25.

3. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Surjit Kaur serves as trustee.

Remarks:

	/s/ Torrie Nute, by power of attorney	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)