Form 4: Zscaler EVP Raj Judge Reports Stock Transactions

Zscaler EVP Raj Judge reported the vesting of restricted stock units and subsequent sale of shares to cover tax obligations, a routine insider transaction.

Summary

• Raj Judge, EVP, Corp. Strategy & Ventures and Director at Zscaler, Inc. (ZS), reported changes in beneficial ownership.
• On September 15, 2025, Judge acquired 2,067 shares of Zscaler Common Stock at a price of $0, representing the vesting of performance-based restricted stock units (RSUs).
• Following this acquisition, Judge's direct beneficial ownership increased to 78,356 shares.
• On September 16, 2025, Judge disposed of 4,524 shares of Zscaler Common Stock at a weighted average price of $280.6985 per share.
• This disposition was solely to cover tax withholding obligations related to the RSU vesting and was not a discretionary trade.
• After these transactions, Judge's direct beneficial ownership stands at 73,832 shares.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions involving the vesting of restricted stock units and the subsequent sale of shares to cover tax withholding obligations. These events are part of standard executive compensation and tax management practices and do not indicate a positive or negative shift in company fundamentals or outlook.

Positives

• The vesting of 2,067 restricted stock units indicates the achievement of certain performance metrics by the executive.
• The transaction is part of a pre-arranged plan (Rule 10b5-1(c)), indicating a structured approach to equity compensation and tax management.

Negatives

• A reduction of 4,524 shares in direct beneficial ownership, although for tax purposes, slightly decreases the executive's direct stake in the company.

Future Outlook

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

Industry Context

Insider transactions, such as RSU vesting and subsequent tax-related sales, are common occurrences across the technology industry, particularly for executives in high-growth companies like Zscaler. These transactions are typically part of pre-established compensation plans and do not usually signal changes in company fundamentals or strategic direction.

Comparison to Industry Standards

• The reported transactions are standard practice for executive compensation and tax management within the technology sector.
• The vesting of performance-based restricted stock units is a common incentive mechanism, and the immediate sale of shares to cover tax obligations upon vesting is a routine, non-discretionary event.
• No specific comparable companies or projects are detailed in this filing to allow for a direct comparative assessment of results.

Stakeholder Impact

• Shareholders: A minor, non-discretionary reduction in direct insider ownership, which is a common occurrence and generally not seen as a significant signal for long-term investors.
• Employees: The vesting of performance-based RSUs can be seen as a positive signal regarding the company's performance and executive incentives.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations. It does not provide new material information about Zscaler's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and non-discretionary, thus maintaining a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Zscaler, ZS, Form 4, insider transaction, stock sale, RSU vesting, executive compensation, Raj Judge, equity, beneficial ownership