Zscaler CEO Sells 2,849 Shares ($0.86M) for RSU Tax Withholding

Zscaler (Nasdaq: ZS) filed a Form 4 reporting a small insider transaction by its founder, CEO & Chairman, Jagtar Singh Chaudhry.

Rhea-AI Filing Summary

Zscaler (Nasdaq: ZS) filed a Form 4 reporting a small insider transaction by its founder, CEO & Chairman, Jagtar Singh Chaudhry. On June 17, 2025 the executive sold 2,849 common shares at a weighted-average price of $303.7021, raising roughly $0.86 million. The sale, coded “S”, was solely to cover tax-withholding obligations triggered by restricted-stock-unit vesting and was not a discretionary trade.

After the transaction Chaudhry still beneficially owns approximately 26.9 million shares—353,565 held directly and the remainder through family trusts—leaving his overall stake virtually unchanged. No derivative securities were involved, and the filing does not disclose any changes to corporate strategy, governance or financial outlook. Accordingly, the Form 4 appears routine and immaterial to investors.

Insider Trade Summary

Net Seller: 2,849 shares

Net Sell 4 txns

Insider Chaudhry Jagtar Singh

Role CEO & Chairman

Sold 2,849 shs ($865K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,849	$303.7021	$865K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 353,565 shares (Direct); Common Stock — 26,547,788 shares (Indirect, See Footnote)

Footnotes (4)

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 Jagtar S Chaudhry TTEE The RSJ Trust U/A DTD 06/07/2017.
3. F3. The shares are held of record by Jyoti Chaudhry TTEE The RSP Trust U/A DTD 06/07/2017.
4. F4. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.

FAQ

How many ZS shares did the CEO sell in the June 17 2025 transaction?

The Form 4 shows 2,849 common shares were sold.

What was the purpose of the ZS share sale disclosed on the Form 4?

According to the filing, the shares were sold only to satisfy tax-withholding obligations related to RSU vesting.

How many ZS shares does the CEO still own after the reported sale?

Following the transaction, the CEO beneficially owns about 26.9 million shares (353,565 directly and the rest indirectly through trusts).

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

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Accepted by SEC EDGAR 06/18/2025 - 05:41 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 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)
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(1)		2,849	D	$303.7021	353,565	D
Common Stock								2,177,994	I	See Footnote(2)
Common Stock								24,363,128	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	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.