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Form 8-K · Current Report · Filed 2025-07-03

Zscaler Announces $1.725 Billion Convertible Senior Notes Issuance

On June 30, 2025, Zscaler, Inc. announced the issuance of $1.725 billion principal amount of its 0.00% Convertible Senior Notes due 2028. The notes can be converted into cash, common stock, or a combination at Zscaler's discretion. The issuance includes an option for initial purchasers to buy up to an additional $225 million principal amount of notes. Zscaler intends to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions. Capped call transactions were also entered into to mitigate dilution from note conversions.

Filer
Zscaler Inc. ZS · NASDAQ
Filed
Accession
0001193125-25-155487
CIK
0001713683
Signal
Medium impactTechnology

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract
Item 2.03

Creation of a Direct Financial Obligation

Convertible Note Offering
Item 3.02

Unregistered Sales of Equity Securities

Private Placement
Item 8.01

Other Events

Convertible Notes Offering
Item 9.01

Financial Statements and Exhibits

No viable tag

Market reaction

Close before filing

$309.33

Next session

+2.0%

Since filing

-51.1%

Latest close

$151.20

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from ZS reporting the same item, with the next session's move:

Exhibits (4)

About Zscaler Inc.

Zscaler Inc. is a pioneering entity in the cybersecurity sector, primarily offering cloud-based information security services. The company specializes in providing secure internet access and private application access using its Zero Trust Exchange platform, which essentially replaces traditional network security architectures with a model built for the cloud era. Zscaler caters to businesses aiming to protect their digital assets by enabling secure, fast, and reliable connections for mobile workforce, IoT, and partner ecosystems. Its platform helps organizations reduce complexity, lower costs, and enhance security by inspecting all internet traffic through its distributed worldwide data centers. As the global shift towards remote work and cloud computing accelerates, Zscaler plays a critical role in ensuring organizational agility and safeguarding data against evolving cyber threats, thereby positioning itself as a crucial player in the technology sector and an influential component of the cybersecurity market.

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