Tax-withholding share sale by Zscaler (NASDAQ: ZS) chief legal officer

Rhea-AI Filing Summary

Zscaler Chief Legal Officer Robert Schlossman reported the sale of 3,146 shares of common stock at an average price of $126.4296 per share on June 16, 2026. The shares were sold to cover tax withholding obligations tied to vested restricted stock units under the company’s equity incentive plans and are not a discretionary trade by Schlossman, according to the disclosure.

Following this transaction, he holds 69,366 shares of Zscaler common stock directly and 66 shares indirectly, which are held by his spouse. A footnote also notes that his holdings include 122 shares acquired under Zscaler’s FY2018 Employee Stock Purchase Plan on June 15, 2026.

Insider Trade Summary

Net Seller: 3,146 shares ($397,748)

Net Sell 2 txns

Insider Schlossman Robert

Role Chief Legal Officer

Sold 3,146 shs ($398K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,146	$126.4296	$398K
holding	Commom Stock	--	--	--

Holdings After Transaction: Common Stock — 69,366 shares (Direct, null); Commom Stock — 66 shares (Indirect, See Footnote)

Footnotes (1)

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. Includes 122 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan on June 15, 2026. The shares are held directly by the reporting person's spouse.

Key Figures

Shares sold: 3,146 shares Sale price: $126.4296 per share Direct holdings after transaction: 69,366 shares +2 more

5 metrics

Shares sold 3,146 shares Sold on June 16, 2026 to cover tax withholding

Sale price $126.4296 per share Average price for 3,146 shares sold

Direct holdings after transaction 69,366 shares Common stock held directly after sale

Indirect holdings after transaction 66 shares Shares held by spouse after transaction

ESPP shares acquired 122 shares Acquired under FY2018 Employee Stock Purchase Plan on June 15, 2026

Key Terms

restricted stock units, equity incentive plans, Employee Stock Purchase Plan, open-market sale

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units as mandated"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

equity incentive plans financial

"as mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

Employee Stock Purchase Plan financial

"Includes 122 shares acquired under the Issuer's FY2018 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Schlossman Robert

(Last) (First) (Middle)

C/O ZSCALER, INC.

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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	06/16/2026		S(1)		3,146	D	$126.4296	69,366(2)	D
Commom Stock								66	I	See Footnote(3)

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 FY2018 Employee Stock Purchase Plan on June 15, 2026.

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

Remarks:

	/s/ Torrie Nute, by power of attorney	06/17/2026
	** 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 ZS Chief Legal Officer Robert Schlossman report?

Robert Schlossman reported a sale of 3,146 Zscaler shares. The shares were sold at an average price of $126.4296 per share to cover tax withholding obligations related to vested restricted stock units, rather than as a discretionary open-market trade.

Was the ZS insider share sale by Robert Schlossman a discretionary trade?

No, the share sale was not a discretionary trade. Footnotes state the 3,146 shares were sold solely to satisfy tax withholding obligations from restricted stock unit vesting under Zscaler’s equity incentive plans, rather than reflecting an independent investment decision.

How many Zscaler (ZS) shares does Robert Schlossman hold after the Form 4?

After the transaction, Robert Schlossman holds 69,366 Zscaler shares directly. He also has 66 shares held indirectly through his spouse, according to the filing, giving investors context on his remaining ownership stake following the tax-related sale.

At what price were the ZS shares sold in Robert Schlossman’s Form 4 filing?

The 3,146 Zscaler shares were sold at an average price of $126.4296. This price reflects the value realized to cover tax withholding on vested restricted stock units under the company’s equity incentive plans, as described in the footnotes.

What role did restricted stock units play in the latest ZS insider transaction?

The sale was triggered by the vesting of restricted stock units. Shares were sold to cover tax withholding obligations required under Zscaler’s equity incentive plans, meaning the transaction was mechanically linked to compensation vesting rather than a voluntary portfolio adjustment.

Did Robert Schlossman acquire additional Zscaler (ZS) shares around this period?

Yes, he acquired 122 Zscaler shares through the FY2018 Employee Stock Purchase Plan. A footnote notes these shares were purchased on June 15, 2026, and are included in his post-transaction holdings reported in the Form 4.