Form 4: Zscaler Chief Legal Officer Sells Shares Under Pre-Arranged Trading Plan and for Tax Obligations

Zscaler's Chief Legal Officer, Robert Schlossman, reported multiple sales of common stock totaling 6,764 shares in mid-June 2025, primarily under a Rule 10b5-1 trading plan and for tax withholding.

Summary

• Robert Schlossman, Chief Legal Officer of Zscaler, Inc. (ZS), reported transactions involving the sale of Zscaler common stock.
• Transactions occurred on June 17, 2025, and June 18, 2025.
• A total of 6,764 shares of common stock were sold across multiple transactions.
• On June 17, 2025, 3,590 shares were sold at a weighted average price of $303.7021. This sale was non-discretionary, specifically to cover tax withholding obligations related to the vesting of restricted stock units.
• On June 18, 2025, an additional 3,174 shares were sold in several transactions at weighted average prices ranging from $303.455 to $306.7733.
• These sales on June 18, 2025, were executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on June 29, 2024.
• Following these reported transactions, Robert Schlossman directly beneficially owns 88,970 shares of Zscaler common stock.
• The reported beneficial ownership includes 122 shares acquired under the Issuer's Fiscal Year 2018 Employee Stock Purchase Plan on June 16, 2025.
• An additional 66 shares are indirectly held by the reporting person's spouse.

Sentiment

Score: 6

Explanation: While insider sales can sometimes be perceived negatively, the fact that a significant portion was for tax withholding and the remainder under a pre-arranged 10b5-1 plan mitigates the negative sentiment, suggesting these were planned transactions rather than a reaction to new adverse information. The acquisition of shares via ESPP is also a minor positive.

Positives

• A significant portion of the sales (3,590 shares) was explicitly stated as non-discretionary, intended to cover tax withholding obligations related to restricted stock unit vesting, rather than a discretionary trade based on new information.
• The remaining sales were conducted under a pre-arranged Rule 10b5-1 trading plan, adopted well in advance on June 29, 2024, which indicates planned liquidity management rather than a reaction to recent negative developments.
• The reporting person acquired 122 shares under the Employee Stock Purchase Plan (ESPP) on June 16, 2025, demonstrating continued participation in employee ownership programs.

Negatives

• Chief Legal Officer Robert Schlossman sold a total of 6,764 shares of Zscaler common stock, which, despite the stated reasons, represents a reduction in insider ownership.

Risks

• Potential for market misinterpretation of insider sales as a negative signal, even though the transactions were pre-arranged or for tax purposes, which could lead to short-term negative sentiment towards the stock.

Future Outlook

NA

Management Comments

• The sale of 3,590 shares on June 17, 2025, represents 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 sales reported on June 18, 2025, were effected pursuant to a Rule 10b5-1 trading plan adopted on June 29, 2024.

Industry Context

This Form 4 filing is specific to insider transactions at Zscaler, Inc. and does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

• 66 shares are held indirectly by the reporting person's spouse, as disclosed in footnote (8).

Stakeholder Impact

• Shareholders: May interpret insider sales, even if planned, as a slight negative signal, though the stated reasons (tax obligations, 10b5-1 plan) mitigate this concern.
• Employees: The acquisition of shares via the Employee Stock Purchase Plan (ESPP) indicates continued employee participation in equity programs.

Key Dates

Keywords

Zscaler, ZS, Form 4, insider trading, stock sale, beneficial ownership, Robert Schlossman, Chief Legal Officer, 10b5-1 plan, tax withholding, equity incentive plan, ESPP