Zscaler (ZS) CFO sells 1,682 shares to cover RSU tax

Rhea-AI Filing Summary

Zscaler, Inc. Chief Financial Officer Kevin Rubin reported an automatic sale of 1,682 shares of common stock on March 17, 2026 at an average price of $156.5932 per share. According to the footnote, the shares were sold solely to cover tax withholding obligations tied to vesting restricted stock units and were not a discretionary trade. Following this transaction, Rubin directly holds 46,479 shares of Zscaler common stock.

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

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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^*

RUBIN KEVIN

(Last) (First) (Middle)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		S(1)		1,682	D	$156.5932	46,479	D

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.

Remarks:

	/s/ Torrie Nute, by power of attorney	03/18/2026
	** 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)

FAQ

What insider transaction did Zscaler (ZS) report for CFO Kevin Rubin?

Zscaler reported that CFO Kevin Rubin sold 1,682 shares of common stock. The shares were sold at an average price of $156.5932 per share to cover tax withholding obligations from vesting restricted stock units, and were not a discretionary trade.

Why did the Zscaler (ZS) CFO sell 1,682 shares of stock?

The 1,682 shares were sold to satisfy tax withholding obligations from vesting restricted stock units. The footnote states this sale was mandated under Zscaler’s equity incentive plans and does not represent a discretionary trading decision by the CFO.

At what price did the Zscaler (ZS) CFO’s shares sell in this Form 4?

The reported shares sold at an average price of $156.5932 per share. This open-market sale was specifically used to cover tax withholding related to restricted stock unit vesting, rather than a voluntary portfolio adjustment by the executive.

How many Zscaler (ZS) shares does CFO Kevin Rubin hold after the sale?

After the reported tax-related sale, CFO Kevin Rubin directly holds 46,479 shares of Zscaler common stock. This reflects his remaining direct ownership position as disclosed in the Form 4 following the 1,682-share transaction.

Does the Zscaler (ZS) CFO’s Form 4 indicate a routine or discretionary stock sale?

The Form 4 characterizes the sale as routine, tied to tax withholding on vesting restricted stock units. The footnote explicitly notes the issuer’s mandated election and clarifies that the transaction was not a discretionary trade by the reporting person.