Form 4: Zscaler CEO Sells Shares for Tax Obligations

Zscaler's CEO and Chairman, Jagtar Singh Chaudhry, sold 2,865 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Jagtar Singh Chaudhry, CEO and Chairman of Zscaler, Inc., reported a transaction involving ZS common stock.
• On September 16, 2025, 2,865 shares of common stock were sold at a weighted average price of $280.6976 per share.
• This sale was non-discretionary, executed solely to cover tax withholding obligations associated with the vesting of restricted stock units.
• Following the transaction, Mr. Chaudhry directly beneficially owns 350,700 shares of common stock.
• Additionally, he indirectly beneficially owns 2,177,994 shares through The RSJ Trust, 24,363,128 shares through The RSP Trust, and 6,666 shares through The P. Jyoti Chaudhry Family Trust.

Sentiment

Score: 6

Explanation: The transaction is a non-discretionary sale for tax purposes related to RSU vesting, which is a neutral to slightly positive event as it indicates compensation vesting. It is not a discretionary sale indicating a lack of confidence.

Positives

• The sale was non-discretionary, indicating it was not a strategic divestment but rather a mandatory action to cover tax liabilities from vested restricted stock units.
• The vesting of restricted stock units implies continued compensation and retention of the CEO.

Negatives

• A reduction in direct beneficial ownership, albeit for tax purposes.

Future Outlook

NA

Management Comments

• The sale 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.

Industry Context

NA

Stakeholder Impact

• Shareholders: Minor dilution from the sale, but the non-discretionary nature mitigates concerns about management confidence.
• Employees: The vesting of RSUs and subsequent tax-related sales are standard compensation practices, potentially reinforcing employee confidence in equity programs.

Key Dates

Recommendation

The filing details a routine, non-discretionary sale of shares by the CEO to cover tax obligations arising from restricted stock unit vesting. This is a common occurrence and does not signal a change in management's confidence or the company's fundamentals. Therefore, it provides no new information that would warrant a change in investment recommendation.

Keywords

Zscaler, ZS, Jagtar Singh Chaudhry, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, Tax Withholding, CEO, Director, 10% Owner