Form 4: Zscaler CPO Adam Geller Reports Stock Transactions

Zscaler's Chief Product Officer, Adam Geller, reported the acquisition of 18,322 restricted stock units and the sale of 21,657 common shares, primarily for tax obligations and under a 10b5-1 plan.

Summary

• Adam Geller, Zscaler's Chief Product Officer, reported changes in his beneficial ownership of Zscaler common stock.
• On September 15, 2025, Geller acquired 18,322 shares of common stock through the vesting of performance-based restricted stock units (RSUs), which were granted on December 5, 2024.
• On September 16, 2025, Geller sold 11,193 shares at a weighted average price of $280.6978 to cover tax withholding obligations related to the RSU vesting, a mandated sale.
• On September 17, 2025, Geller sold a total of 10,464 shares in multiple transactions at weighted average prices ranging from $282.1613 to $285.4531. These sales were executed under a Rule 10b5-1 trading plan adopted on March 12, 2025.
• Following these transactions, Geller's direct beneficial ownership of Zscaler common stock stands at 43,478 shares.

Sentiment

Score: 6

Explanation: The RSU grant signifies achievement of performance metrics, which is a positive indicator. While there were sales, they were either mandated for tax or pre-planned under a 10b5-1 plan, which are routine for executives and do not necessarily reflect a negative outlook on the company.

Positives

• The acquisition of 18,322 shares resulted from the vesting of performance-based restricted stock units, indicating the achievement of certain performance metrics.

Negatives

• Adam Geller's direct beneficial ownership of Zscaler common stock decreased by a net of 3,335 shares (18,322 acquired 21,657 disposed) following these transactions.

Future Outlook

The restricted stock units acquired on September 15, 2025, vested 100% on that date.

Management Comments

• Sales to cover tax withholding obligations were mandated by the Issuer's election under its equity incentive plans and do not represent a discretionary trade by the Reporting Person.
• Sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025.

Industry Context

Form 4 filings are routine disclosures for corporate insiders, detailing changes in their beneficial ownership. The use of Rule 10b5-1 trading plans is a common practice for executives to sell shares in a pre-arranged, compliant manner, mitigating concerns about insider trading.

Stakeholder Impact

• Shareholders will note the executive's net reduction in direct ownership, but the RSU grant is a positive signal of performance achievement.
• The transactions are routine for executives and are unlikely to significantly impact employee morale or relationships with customers, suppliers, or creditors.

Key Dates

Recommendation

This Form 4 details routine insider transactions, including the vesting of performance-based restricted stock units and subsequent sales to cover tax obligations and under a pre-arranged 10b5-1 trading plan. These are standard events for executives and do not provide new fundamental information about Zscaler's business or future prospects that would warrant a change in investment recommendation. Investors should maintain their current position based on broader company fundamentals and market conditions.

Keywords

Zscaler, ZS, Adam Geller, Form 4, insider trading, stock transactions, RSU, 10b5-1 plan, Chief Product Officer