Zscaler, Inc. (ZS) director receives 1,076 RSUs equity award on Form 4

Rhea-AI Filing Summary

Zscaler, Inc. director Eileen Naughton reported an equity award of 1,076 shares of common stock on January 12, 2026. The shares are in the form of restricted stock units granted at a price of $0 per share, reflecting a standard compensation award rather than an open‑market purchase or sale.

According to the filing, these restricted stock units will vest in four equal quarterly installments beginning on March 15, 2026. After this grant, Naughton beneficially owns a total of 7,745 shares of Zscaler common stock held directly.

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^*

Naughton Eileen

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		1,076(1)	A	$0	7,745	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. The reported shares are represented by restricted stock units, which vest in four equal quarterly installments beginning on March 15, 2026.

Remarks:

	/s/ Torrie Nute, by power of attorney	01/13/2026
	** 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.

FAQ

What insider transaction did ZS director Eileen Naughton report?

The filing reports that Zscaler, Inc. director Eileen Naughton received an award of 1,076 shares of common stock in the form of restricted stock units on January 12, 2026.

What type of shares were granted in this ZS Form 4 filing?

The reported shares are restricted stock units (RSUs) that represent Zscaler common stock, granted as part of equity compensation rather than a market purchase.

How do Eileen Naughton’s RSUs in Zscaler vest?

The restricted stock units vest in four equal quarterly installments, beginning on March 15, 2026, meaning portions of the award become owned over time.

Did the ZS director pay anything for the 1,076-share grant?

No cash was paid for these shares in the transaction; the 1,076 restricted stock units were granted at a reported price of $0 per share, consistent with an equity award.

How many Zscaler shares does Eileen Naughton own after this transaction?

After the reported grant, Eileen Naughton beneficially owns 7,745 shares of Zscaler common stock, held in direct ownership.

Is this ZS insider transaction a purchase or a sale?

The transaction is coded as “A”, indicating an acquisition of shares through a restricted stock unit award, not an open‑market sale of existing shares.