Zscaler Files 8-K: Material Agreement, Equity Sales

Ticker: ZS · Form: 8-K · Filed: 2025-07-03T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

Related Tickers: ZS

TL;DR

Zscaler signed a big deal & sold stock on 6/30. 8-K filed 7/3.

AI Summary

On June 30, 2025, Zscaler, Inc. entered into a material definitive agreement, potentially involving a direct financial obligation or an off-balance sheet arrangement. The company also reported on unregistered sales of equity securities and other events. The filing was made on July 3, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions by Zscaler, including a new material agreement and equity transactions, which could impact its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilutive effects.

Key Players & Entities

FAQ

What type of material definitive agreement did Zscaler, Inc. enter into on June 30, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the summary information.

What was the purpose of the unregistered sales of equity securities reported by Zscaler, Inc.?

The filing mentions unregistered sales of equity securities, but the specific purpose or details of these sales are not elaborated in the provided summary.

What are the 'Other Events' reported by Zscaler, Inc. in this 8-K filing?

The filing lists 'Other Events' as a category of information, but the specific nature of these events is not detailed in the provided summary.

When was Zscaler, Inc. incorporated or organized?

Zscaler, Inc. was incorporated or organized in Delaware.

What is Zscaler, Inc.'s principal executive office address?

Zscaler, Inc.'s principal executive offices are located at 120 Holger Way, San Jose, California 95134.

From the Filing

0001193125-25-155487.txt : 20250703 0001193125-25-155487.hdr.sgml : 20250703 20250703160345 ACCESSION NUMBER: 0001193125-25-155487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20250630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250703 DATE AS OF CHANGE: 20250703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zscaler, Inc. CENTRAL INDEX KEY: 0001713683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology EIN: 261173892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38413 FILM NUMBER: 251105531 BUSINESS ADDRESS: STREET 1: 120 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 533-0288 MAIL ADDRESS: STREET 1: 120 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 d857852d8k.htm 8-K 8-K false 0001713683 0001713683 2025-06-30 2025-06-30     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 30, 2025     Zscaler, Inc. (Exact name of registrant as specified in its charter)       Delaware   001-38413   26-1173892 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification Number) 120 Holger Way San Jose , California 95134 (Address of principal executive offices and zip code) (408) 533-0288 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.001 Par Value   ZS   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On July 3, 2025, Zscaler, Inc. (“Zscaler” or the “Company”) issued an aggregate of $1.725 billion principal amount of its 0.00% Convertible Senior Notes due 2028 (the “Notes”) pursuant to an Indenture, dated July 3, 2025 (the “Indenture”), between Zscaler and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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