[Form 4] Zscaler, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview – Zscaler, Inc. (ZS), filed 18-Jun-2025

Chief Legal Officer Robert Schlossman reported the sale of 6,764 shares of ZS common stock over two consecutive days:

• 17-Jun-2025: 3,590 shares sold at a weighted-average $303.7021 per share. 100% of these shares were automatically sold to cover withholding taxes on vested RSUs and are specifically noted as non-discretionary.
• 18-Jun-2025: Four separate block sales totaling 3,174 shares executed under a Rule 10b5-1 trading plan adopted 29-Jun-2024. Weighted-average prices ranged from $303.455 – $306.7733.

Following the transactions Schlossman directly owns 88,970 shares, down from 95,734, and indirectly (spouse) owns an additional 66 shares. The filing provides full pricing ranges and confirms the insider’s willingness to furnish detailed breakdowns upon request.

Key take-aways:

• About 7% of the officer’s prior direct holdings were sold.
• Part of the sale is routine tax withholding; the remainder was pre-scheduled, reducing concerns about opportunistic trading.
• No derivative securities were reported, and there are no indications of option exercises or new grants in this filing.

Positive

• Transparent governance practices: use of a pre-established Rule 10b5-1 plan and explicit tax-withholding explanation enhance credibility.
• Executive alignment persists: Chief Legal Officer retains 88,970 direct shares after the sale, maintaining sizeable exposure to ZS equity.

Negative

• Reduction in insider ownership: roughly 6,764 shares (≈ 7% of prior stake) were sold, which can signal lowered near-term confidence.
• Cash realization of ~US$2 million: although partly routine, sizable dollar value may attract bearish sentiment among momentum traders.

Insights

Financial Analyst

TL;DR: Routine but notable insider sale; ~6.7k shares sold, mostly scheduled or tax-related—limited valuation signal.

The filing shows a modest reduction in the CLO’s stake: 6,764 shares (≈ US$2.05 million) at ~$304–307 were disposed. Roughly half covered mandatory RSU tax; the remainder followed a 10b5-1 plan instituted a year earlier, mitigating sentiment risk. Post-sale, the executive still controls 89 k shares, maintaining significant alignment. Given the preset nature of trades and the officer’s continuing large holding, I view market impact as neutral; however, persistent insider selling trends could weigh on perception if they continue.

Corporate Governance Expert

TL;DR: Filing demonstrates good governance—use of 10b5-1 plan and clear tax-withholding disclosure.

From a governance standpoint, the officer follows best practices: (1) automatic RSU tax-cover sales avoid withholding risk; (2) 10b5-1 plan sales reduce accusations of information-based trading; (3) detailed price ranges and willingness to provide granular data enhance transparency. There is no red flag about control changes or undisclosed arrangements. Overall, the disclosure supports healthy governance and presents little negative governance risk to investors.

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).

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)
06/17/2025

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	06/17/2025		S		3,590(1)	D	$303.7021	92,144(2)	D
Common Stock	06/18/2025		S(3)		1,660	D	$304.6383(4)	90,484	D
Common Stock	06/18/2025		S(3)		200	D	$303.455(5)	90,284	D
Common Stock	06/18/2025		S(3)		1,014	D	$305.5987(6)	89,270	D
Common Stock	06/18/2025		S(3)		300	D	$306.7733(7)	88,970	D
Commom Stock								66	I	See Footnote(8)

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. Includes 122 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on June 16, 2025.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on June 29, 2024.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.11 to $305.10, 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 footnotes (4) through (7) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.98 to $303.93, 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 footnotes (4) through (7) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.20 to $306.10, 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 footnotes (4) through (7) to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.46 to $307.31, 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 footnotes (4) through (7) to this Form 4.

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

Remarks:

	/s/ Torrie Nute, by power of attorney	06/18/2025
	** 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

How many ZS shares did Robert Schlossman sell in June 2025?

He sold 6,764 shares across 17-18 Jun 2025.

What prices were the Zscaler shares sold at?

Weighted-average prices ranged from $303.455 to $306.7733 per share.

How many ZS shares does Schlossman still own after the sale?

He directly owns 88,970 shares and indirectly (via spouse) 66 shares.

Were the sales part of a Rule 10b5-1 plan?

Yes. Sales on 18-Jun-2025 were executed under a 10b5-1 trading plan adopted 29-Jun-2024.

Why were shares sold on 17-Jun-2025?

Those shares were automatically sold to cover tax withholding on vested restricted stock units.