Form 4: Zscaler Director Exercises and Sells Over 20,000 Shares Under Pre-Arranged Plan

Zscaler, Inc. Director Andrew William Fraser Brown exercised stock options and subsequently sold 20,333 shares of common stock on June 4, 2025, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Andrew William Fraser Brown, a Director of Zscaler, Inc. (ZS), reported transactions on June 4, 2025.
• The director exercised 20,333 stock options at an exercise price of $4.125 per share.
• Immediately following the exercise, the director sold 392 shares of common stock at $296.99 per share.
• An additional 19,941 shares of common stock were sold at a weighted average price of $296.7102 per share, with prices ranging from $296.71 to $296.74.
• The total number of shares sold (20,333) matches the number of shares acquired through the option exercise, indicating a 'sell-to-cover' or 'cashless exercise' type of transaction.
• All transactions were conducted pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following these transactions, Andrew William Fraser Brown beneficially owns 27,216 shares of Zscaler common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine, pre-planned insider transaction for compensation purposes, with no direct positive or negative implications for the company's operational or financial performance.

Positives

• The transactions were executed under a Rule 10b5-1 plan, indicating a pre-scheduled and non-discretionary sale, which often mitigates concerns about opportunistic insider selling.
• The exercise of options and subsequent sale allows the director to monetize vested compensation, which is a common practice for executives and directors.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by the market, although these types of transactions are routine for compensation and tax planning.

Future Outlook

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

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or Zscaler's competitive position beyond the fact that a director is monetizing vested equity compensation.

Related Party Transactions

• The reported transactions involve a director of Zscaler, Inc. exercising stock options and selling common stock, which constitutes a related party transaction as per SEC regulations.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, pre-planned insider transaction for compensation purposes. The director retains a significant number of shares, indicating continued alignment with shareholder interests.
• Employees: No direct impact mentioned.

Key Dates

Keywords

Zscaler, ZS, Form 4, Insider Trading, Stock Options, Common Stock, Director, Stock Sale, Rule 10b5-1 Plan