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Zscaler (ZS) CEO’s RSU tax sale: 2,878 shares sold, 343,038 held directly

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zscaler, Inc. CEO and Chairman Jagtar Singh Chaudhry reported routine share activity related to equity compensation. On June 16, 2026, 2,878 shares of common stock were sold to cover tax withholding obligations triggered by the vesting of restricted stock units under the company’s equity incentive plans, described as non-discretionary. Following this tax-related sale, he directly holds 343,038 shares of Zscaler common stock and also reports substantial additional indirect holdings through family trusts.

Positive

  • None.

Negative

  • None.
Insider Chaudhry Jagtar Singh
Role CEO & Chairman
Sold 2,878 shs ($364K)
Type Security Shares Price Value
Sale Common Stock 2,878 $126.4295 $364K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 343,038 shares (Direct, null); Common Stock — 2,177,994 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. The shares are held of record by Jagtar S Chaudhry TTEE The RSJ Trust U/A DTD 06/07/2017. The shares are held of record by Jyoti Chaudhry TTEE The RSP Trust U/A DTD 06/07/2017. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.
Shares sold for tax withholding 2,878 shares Common Stock, June 16, 2026
Average sale price $126.4295 per share Tax-withholding related sale
Direct holdings after transaction 343,038 shares Common Stock held directly post-transaction
Indirect trust holding A 6,666 shares Common Stock held indirectly, trust entity
Indirect trust holding B 24,341,267 shares Common Stock held indirectly, trust entity
Indirect trust holding C 2,177,994 shares Common Stock held indirectly, trust entity
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.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"
equity incentive plans financial
"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.
indirect ownership financial
"ownership_type": "indirect", "ownership_code": "I""
family trust financial
"held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO & Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026S(1)2,878D$126.4295343,038D
Common Stock2,177,994ISee Footnote(2)
Common Stock24,341,267ISee Footnote(3)
Common Stock6,666ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 attorney06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Zscaler (ZS) report for CEO Jagtar Singh Chaudhry?

Zscaler reported that CEO Jagtar Singh Chaudhry had 2,878 shares of common stock sold on June 16, 2026. The filing states this sale covered tax withholding obligations from vesting restricted stock units and was not a discretionary trade by the executive.

Was the June 16, 2026 Zscaler (ZS) insider sale a discretionary trade?

The filing explains the 2,878-share sale was to satisfy tax withholding obligations from RSU vesting under Zscaler’s equity incentive plans. It explicitly notes this transaction does not represent a discretionary trade by CEO Jagtar Singh Chaudhry.

How many Zscaler (ZS) shares does the CEO hold directly after this Form 4?

After the June 16, 2026 transaction, CEO Jagtar Singh Chaudhry directly holds 343,038 shares of Zscaler common stock. The Form 4 also reports additional indirect holdings through family-related trusts recorded as separate ownership entries.

How large are the indirect Zscaler (ZS) holdings reported for Jagtar Singh Chaudhry?

The Form 4 shows indirect ownership entries of 6,666 shares, 24,341,267 shares, and 2,177,994 shares of Zscaler common stock. Footnotes state these holdings are of record in various family trusts associated with the Chaudhry family.

Through what entities are some Zscaler (ZS) shares held for the Chaudhry family?

Footnotes explain certain Zscaler shares are held by RSJ Trust, RSP Trust, and The P. Jyoti Chaudhry Family Trust. These trusts, with family members as trustees, are listed as the record holders for the indirect common stock positions.