Zscaler (ZS) CEO & 10% owner discloses RSU tax-withholding share sale

Rhea-AI Filing Summary

Zscaler, Inc. insider updates holdings after tax-related sale

Zscaler, Inc. CEO, Chairman, Director and 10% owner Jagtar Singh Chaudhry reported a sale of 2,843 shares of common stock on 12/16/2025 at a price of $230.8193 per share. According to the footnotes, this sale was made to cover tax withholding obligations from the vesting of restricted stock units under the company’s equity incentive plans and was not a discretionary trade.

After this transaction, Mr. Chaudhry directly holds 347,857 Zscaler common shares. He also has indirect beneficial ownership of additional shares held through several family trusts, including 2,177,994 shares in The RSJ Trust, 24,341,267 shares in The RSP Trust, and 6,666 shares in The P. Jyoti Chaudhry 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

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).

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

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)		2,843	D	$230.8193	347,857	D
Common Stock								2,177,994	I	See Footnote(2)
Common Stock								24,341,267	I	See Footnote(3)
Common Stock								6,666	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. 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 Jagtar S Chaudhry TTEE The RSJ Trust U/A DTD 06/07/2017.

3. The shares are held of record by Jyoti Chaudhry TTEE The RSP Trust U/A DTD 06/07/2017.

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

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) report in this Form 4?

The filing reports that Zscaler, Inc. CEO, Chairman, Director and 10% owner Jagtar Singh Chaudhry sold 2,843 shares of common stock on 12/16/2025 at $230.8193 per share.

Why did the Zscaler (ZS) CEO sell 2,843 shares?

The footnotes state the 2,843 shares were sold to cover tax withholding obligations related to the vesting of restricted stock units under Zscaler’s equity incentive plans and that this was not a discretionary trade by the reporting person.

How many Zscaler (ZS) shares does the CEO own directly after this transaction?

Following the reported sale, Jagtar Singh Chaudhry directly owns 347,857 shares of Zscaler common stock.

What indirect Zscaler (ZS) shareholdings are reported for the CEO?

The filing lists indirect beneficial ownership through family trusts: 2,177,994 shares held by The RSJ Trust, 24,341,267 shares held by The RSP Trust, and 6,666 shares held by The P. Jyoti Chaudhry Family Trust.

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

The reporting person is identified as a Director, 10% Owner, and Officer, with the title CEO & Chairman of Zscaler, Inc.

Is this Zscaler (ZS) Form 4 filed for one or multiple reporting persons?

The form indicates it is filed by one reporting person, as shown by the checked box for “Form filed by One Reporting Person.”