Form 4: Zscaler Director Charles H. Giancarlo Sells Over 17,000 Shares in Pre-Planned Transactions

Zscaler, Inc. Director Charles H. Giancarlo reported the sale of 17,824 shares of common stock on June 3, 2025, across multiple transactions at prices ranging from $290.22 to $292.78, likely under a Rule 10b5-1 plan.

Summary

• Charles H. Giancarlo, a Director of Zscaler, Inc. (ZS), reported the sale of 17,824 shares of common stock.
• The transactions occurred on June 3, 2025, and were executed at weighted average prices ranging from $290.8319 to $292.6588.
• The sales were conducted in multiple transactions with prices ranging from $290.22 to $292.78.
• The sales were made from shares held indirectly through The 2012 Gianna Marie Giancarlo Trust UAD 12/26/12 and The 2012 Marielle Christina Giancarlo Trust UAD 12/26/12, for which Mr. Giancarlo serves as a trustee.
• Following these transactions, Charles H. Giancarlo beneficially owns a total of 337,200 shares of Zscaler common stock.
• This total includes 194,375 shares held directly, 8,912 shares held indirectly through The 2012 Gianna Marie Giancarlo Trust, 8,912 shares held indirectly through The 2012 Marielle Christina Giancarlo Trust, and 125,000 shares held indirectly through The Charles H. & Dianne G. Giancarlo Family Trust U/D/T 11/2/98.
• The filing indicates that the transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The document reports a routine insider stock sale by a director, which is often for personal financial planning or diversification, and is explicitly stated to be part of a pre-arranged 10b5-1 plan. While a sale of a notable volume, the pre-planned nature reduces the likelihood of it being interpreted as a negative signal regarding the company's immediate prospects.

Positives

• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-planned sale rather than a reaction to immediate company performance, which can mitigate negative market interpretations of insider selling.

Negatives

• A director selling a significant number of shares (17,824 shares) could be perceived negatively by some investors, potentially signaling a lack of confidence, even if pre-planned.

Industry Context

This Form 4 filing is a routine disclosure of an insider stock transaction and does not provide broader industry context or trends. It reflects an individual director's equity management within Zscaler, Inc.

Related Party Transactions

• Sales were made from trusts (The 2012 Gianna Marie Giancarlo Trust and The 2012 Marielle Christina Giancarlo Trust) for which the reporting person, Charles H. Giancarlo, serves as a trustee. Shares are also held indirectly by The Charles H. & Dianne G. Giancarlo Family Trust U/D/T 11/2/98, for which he is also a trustee.

Stakeholder Impact

• Shareholders may interpret the insider sale differently; some might view it as a routine diversification or liquidity event, especially given the Rule 10b5-1 plan, while others might perceive it as a slight negative signal, despite the pre-planned nature.

Key Dates

Keywords

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