Form 4: Zscaler Director Charles Giancarlo Sells 50,000 Shares Under Pre-Arranged Trading Plan

Zscaler, Inc. Director Charles H. Giancarlo reported the sale of 50,000 shares of common stock on June 6, 2025, through pre-arranged Rule 10b5-1 trading plans.

Summary

• Zscaler, Inc. Director Charles H. Giancarlo reported the sale of 50,000 shares of ZS common stock on June 6, 2025.
• The sales were executed in two separate transactions: 47,389 shares at a weighted average price of $304.3689 and 2,611 shares at a weighted average price of $305.0038.
• These transactions were conducted pursuant to a Rule 10b5-1 pre-arranged trading plan, which provides an affirmative defense against insider trading allegations.
• Following these sales, Mr. Giancarlo beneficially owns a total of 287,199 shares of Zscaler common stock.
• His remaining beneficial ownership includes 144,375 shares held directly and 142,824 shares held indirectly through various family trusts: The Charles H. & Dianne G. Giancarlo Family Trust (125,000 shares), The 2012 Gianna Marie Giancarlo Trust (8,912 shares), and The 2012 Marielle Christina Giancarlo Trust (8,912 shares).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, the explicit mention of a Rule 10b5-1 plan mitigates concerns, indicating a pre-planned, non-event-driven transaction rather than a reaction to adverse company news.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating that the transactions were pre-scheduled and not based on new material non-public information, which can mitigate concerns about opportunistic insider selling.

Negatives

• The sale of 50,000 shares by a director, even under a 10b5-1 plan, represents a significant reduction in direct and indirect holdings, which could be perceived negatively by some investors as it reduces the insider's direct stake in the company's future performance.

Risks

• While conducted under a 10b5-1 plan, significant insider selling can sometimes be misinterpreted by the market as a lack of confidence, potentially leading to negative sentiment or short-term price pressure.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends. It reflects a director's personal portfolio management within the cybersecurity software sector.

Related Party Transactions

• The sales included shares held indirectly through The Giancarlo Charitable Remainder Trust UAD 02/22/25, for which the reporting person serves as a trustee. Remaining indirect holdings are through The Charles H. & Dianne G. Giancarlo Family Trust, The 2012 Gianna Marie Giancarlo Trust, and The 2012 Marielle Christina Giancarlo Trust, where the reporting person also serves as a trustee.

Stakeholder Impact

• Shareholders may observe the director's reduction in holdings, which could lead to questions about management's long-term commitment, although the 10b5-1 plan context typically alleviates significant concern.

Key Dates

Keywords

Zscaler, ZS, Form 4, insider trading, stock sale, beneficial ownership, director, Charles H. Giancarlo, 10b5-1 plan, equity transaction