Form 4: Zscaler CEO Sells Shares for Tax Obligations

Zscaler CEO Jagtar Singh Chaudhry sold 2,843 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Jagtar Singh Chaudhry, CEO & Chairman, Director, and 10% Owner of Zscaler, Inc., reported a transaction on December 16, 2025.
• The transaction involved the sale of 2,843 shares of Zscaler Common Stock at a price of $230.8193 per share.
• This sale was non-discretionary, specifically executed to cover tax withholding obligations associated with the vesting of restricted stock units, as mandated by the Issuer's equity incentive plans.
• Following the transaction, Jagtar Singh Chaudhry directly beneficially owns 347,857 shares of Common Stock.
• Indirect beneficial ownership includes 2,177,994 shares held by The RSJ Trust, 24,341,267 shares held by The RSP Trust, and 6,666 shares held by The P. Jyoti Chaudhry Family Trust.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary sale of shares to cover tax withholding obligations related to restricted stock unit vesting, which is a routine event for executives and does not reflect a change in management's outlook or confidence in the company.

Positives

• The sale was non-discretionary, solely to cover tax withholding obligations from restricted stock unit vesting, indicating it was not a personal decision to reduce exposure or a signal of lack of confidence in the company.

Negatives

• A reduction in direct beneficial ownership by 2,843 shares, although for tax purposes, slightly decreases the CEO's direct stake.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: A minor reduction in direct beneficial ownership by the CEO, though for non-discretionary tax purposes, which is a common occurrence and generally has minimal impact on overall shareholder value.

Key Dates

Recommendation

The transaction is a standard, non-discretionary sale of shares by the CEO to satisfy tax obligations arising from restricted stock unit vesting. It does not indicate any change in the company's fundamentals, management's confidence, or strategic direction, thus warranting no change in investment posture.

Keywords

Zscaler, ZS, Form 4, insider transaction, stock sale, CEO, Jagtar Singh Chaudhry, restricted stock units, tax withholding