ZS / Zscaler, Inc. - SEC Filings, Annual Report, Proxy Statement

Zscaler, Inc.
US ˙ NasdaqGS ˙ US98980G1022

Basic Stats
LEI 529900MZ0RTK1BWRNF46
CIK 1713683
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Zscaler, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
September 2, 2025 8-K

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) September 2, 2025 Zscaler, Inc. (E

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) September 2, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

September 2, 2025 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2025 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2025 Financial Results Fourth Quarter Highlights •Revenue grows 21% year-over-year to $719.2 million •Annual Recurring Revenue ("ARR") grows 22% year-over-year to $3,015 million •Calculated billings grows 32% year-over-year to $1,202.3 million •Deferred revenue grows 30% year-over-year to $2,468.0 million •GAAP net loss of $17.6 million compar

July 3, 2025 EX-10.1

[Signature Page Follows]

Exhibit 10.1 [Dealer Dealer Address] [], 2025         To: Zscaler, Inc. 120 Holger Way San Jose, CA 95134 Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Zscaler, Inc., a Delaware corporation (“Counterparty”) as of the Trade Da

July 3, 2025 EX-99.2

Zscaler Announces Pricing of $1.5 Billion Offering of 0.00% Convertible Senior Notes Due 2028

Exhibit 99.2 Zscaler Announces Pricing of $1.5 Billion Offering of 0.00% Convertible Senior Notes Due 2028 SAN JOSE, California. – July 1, 2025 - Zscaler, Inc. (Nasdaq: ZS) today announced the pricing of $1.5 billion aggregate principal amount of 0.00% convertible senior notes due 2028 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant

July 3, 2025 8-K

Entry into a Material Definitive Agreement

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) (Commiss

July 3, 2025 EX-99.1

Zscaler Announces Proposed Offering of $1.5 Billion of Convertible Senior Notes Due 2028

Exhibit 99.1 Zscaler Announces Proposed Offering of $1.5 Billion of Convertible Senior Notes Due 2028 SAN JOSE, California. – June 30, 2025 - Zscaler, Inc. (Nasdaq: ZS) today announced that it intends to offer $1.5 billion aggregate principal amount of its convertible senior notes due 2028 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursu

July 3, 2025 EX-4.1

ZSCALER, INC. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of July 3, 2025 0.00% Convertible Senior Notes due 2028

Exhibit 4.1 ZSCALER, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 3, 2025 0.00% Convertible Senior Notes due 2028 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 13 Section

June 23, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Nu

June 13, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 9, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 29, 2025 EX-10.1

Sublease Agreement between Zscaler, Inc. and Airbnb, Inc., dated April 24, 2025

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***]. SUBLEASE THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of April 24, 2025, and is made by and between A

May 29, 2025 EX-99.1

Zscaler Reports Third Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2025 Financial Results Third Quarter Highlights •Revenue grows 23% year-over-year to $678.0 million •Calculated billings grows 25% year-over-year to $784.5 million •Deferred revenue grows 26% year-over-year to $1,985.0 million •GAAP net loss of $4.1 million compared to GAAP net income of $19.1 million on a year-over-year basis •Non-GAAP net income

May 29, 2025 8-K

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) May 26, 2025 Zscaler, Inc. (Exact

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) May 26, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, IN

May 29, 2025 EX-99.2

Kevin Rubin Joins Zscaler as Chief Financial Officer to Drive Continued Growth

Exhibit 99.2 Kevin Rubin Joins Zscaler as Chief Financial Officer to Drive Continued Growth SAN JOSE, Calif., May 29, 2025 - Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced the appointment of Kevin Rubin as Chief Financial Officer. In his role, Rubin will oversee Zscaler’s global finance organization and play a critical role in scaling the company's operations to support

May 23, 2025 EX-99.1

Raj Judge Joins Zscaler’s Board of Directors and as EVP of Corporate Strategy & Ventures

Exhibit 99.1 Raj Judge Joins Zscaler’s Board of Directors and as EVP of Corporate Strategy & Ventures SAN JOSE, Calif., May. 21, 2025 - Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, is pleased to announce that Raj Judge has been appointed to the company’s Board of Directors and joined as Executive Vice President of Corporate Strategy and Ventures. In this role, Judge will lead the comp

May 23, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) May 20, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 5, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) April 29, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File N

March 10, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

March 5, 2025 EX-99.1

Zscaler Reports Second Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2025 Financial Results Second Quarter Highlights •Revenue grows 23% year-over-year to $647.9 million •Calculated billings grows 18% year-over-year to $742.7 million •Deferred revenue grows 25% year-over-year to $1,878.5 million •GAAP net loss of $7.7 million compared to GAAP net loss of $28.5 million on a year-over-year basis •Non-GAAP net income

March 5, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 5, 2025 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Nu

January 15, 2025 8-K

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) January 10, 2025 Zscaler, Inc. (Ex

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) January 10, 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) (Comm

December 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

December 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) November 26, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

December 2, 2024 EX-10.1

Zscaler, Inc. Change of Control and Severance Policy (as amended and restated on November 26, 2024)

Exhibit 10.1 ZSCALER, INC. Change of Control and Severance Policy (as amended and restated on November 26, 2024) This Change of Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Zscaler, Inc. (“Zscaler” or the “Company”) or any of its subsidiaries in connection with a change of control of Zscaler or in connection with the i

December 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) December 2, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

December 2, 2024 EX-99.1

Zscaler Reports First Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2025 Financial Results First Quarter Highlights •Revenue grows 26% year-over-year to $628.0 million •Calculated billings grows 13% year-over-year to $516.7 million •Deferred revenue grows 27% year-over-year to $1,783.7 million •GAAP net loss of $12.1 million compared to GAAP net loss of $33.5 million on a year-over-year basis •Non-GAAP net income o

November 22, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

November 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 12, 2024 S-8

As filed with the Securities and Exchange Commission on September 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 ZSCALER, INC. (E

As filed with the Securities and Exchange Commission on September 12, 2024 Registration No.

September 12, 2024 EX-21.1

ubsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. Name of Subsidiary Jurisdiction of Incorporation Airgap Networks Inc. United States Airgap Networks India Private Limited India Avalor Technologies LTD Israel Securelyshare Software Private Limited India Smokescreen Technologies Private Limited India Zscaler Softech India Private Limited India ZSC Holdings Limited United States ZSC Holdings UK Limited Uni

September 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, INC. (Exa

September 12, 2024 EX-10.17

Offer Letter between the Registrant and Mike Rich, dated as of November 2, 2023.

Exhibit 10.17 9/10/2024 Mike Rich [email protected] Dear Mike: On behalf of Zscaler, Inc. (the “Company”), I am pleased to offer you employment with the Company in the position of CRO & President of Global Sales. You will work as an employee based in our San Jose HQ, and you will report to Jay Chaudhry. This Employment Agreement (the “Agreement”) sets forth the terms and conditions of your employm

September 12, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Zscaler, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par value p

September 12, 2024 EX-97.1

Compensation Recovery Policy.

Exhibit 97.1 ZSCALER, INC. COMPENSATION RECOVERY POLICY Zscaler, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-p

September 12, 2024 EX-19.1

Insider Trading Policy

Exhibit 19.1 ZSCALER, INC. INSIDER TRADING POLICY INTRODUCTION As a public company, one of our important ethical duties is to protect and properly use nonpublic information acquired during our service with Zscaler, Inc. (together with its subsidiaries, “Zscaler” or the “Company”). This Insider Trading Policy (the “Policy”) provides detailed information on these obligations. The rules relating to i

September 3, 2024 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2024 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2024 Financial Results Fourth Quarter Highlights •Revenue grows 30% year-over-year to $592.9 million •Calculated billings grows 27% year-over-year to $910.8 million •Deferred revenue grows 32% year-over-year to $1,895.0 million •GAAP net loss of $14.9 million compared to GAAP net loss of $30.7 million on a year-over-year basis •Non-GAAP net in

September 3, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 3, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

June 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, IN

May 30, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 25, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 30, 2024 EX-99.1

Zscaler Reports Third Quarter Fiscal 2024 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2024 Financial Results Third Quarter Highlights •Revenue grows 32% year-over-year to $553.2 million •Calculated billings grows 30% year-over-year to $628.0 million •Deferred revenue grows 34% year-over-year to $1,577.0 million •GAAP net income of $19.1 million compared to GAAP net loss of $46.0 million on a year-over-year basis •Non-GAAP net income

May 30, 2024 EX-99.2

Zscaler Appoints Veteran Finance Executive James Beer to its Board of Directors Beer's senior leadership experience in all areas of finance, team strategy, operations and execution at global companies complements Zscaler's business strategy

Exhibit 99.2 Zscaler Appoints Veteran Finance Executive James Beer to its Board of Directors Beer's senior leadership experience in all areas of finance, team strategy, operations and execution at global companies complements Zscaler's business strategy SAN JOSE, May 28, 2024 - Zscaler, Inc. (Nasdaq: ZS), the leader in cloud security, today announced, the appointment of James Beer to its board of

March 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR and uncertainty regarding compliance approaches TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

February 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 29, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 29, 2024 EX-99.1

Zscaler Reports Second Quarter Fiscal 2024 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2024 Financial Results Second Quarter Highlights •Revenue grows 35% year-over-year to $525.0 million •Calculated billings grows 27% year-over-year to $627.6 million •Deferred revenue grows 35% year-over-year to $1,502.2 million •GAAP net loss of $28.5 million compared to GAAP net loss of $57.5 million on a year-over-year basis •Non-GAAP net income

February 13, 2024 SC 13G/A

ZS / Zscaler, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Zscaler Inc Title of Class of Securities: Common Stock CUSIP Number: 98980G102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

February 12, 2024 SC 13G/A

ZS / Zscaler, Inc. / Mangal Ajay - SC 13G/A Passive Investment

SC 13G/A 1 d763774dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

February 12, 2024 SC 13G/A

ZS / Zscaler, Inc. / Chaudhry Jagtar Singh - SC 13G/A Passive Investment

SC 13G/A 1 d85948dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

February 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) January 29, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

January 10, 2024 8-K

Submission of Matters to a Vote of Security Holders

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) January 5, 2024 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Commi

December 6, 2023 EX-10.1

Offer Letter between the Registrant and Syam Nair, dated as of April 12, 2023

Zscaler Letterhead Exhibit 10.1 April 12, 2023 Dear Syam: On behalf of Zscaler, Inc. (the “Company”), I am pleased to offer you employment with the Company in the position of Chief Technology Officer and EVP of R&D. You will work as a remote employee based in Washington, and you will report to me. This Employment Agreement (the “Agreement”) sets forth the terms and conditions of your employment wi

December 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

November 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 27, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

November 27, 2023 EX-99.1

Zscaler Reports First Quarter Fiscal 2024 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2024 Financial Results First Quarter Highlights •Revenue grows 40% year-over-year to $496.7 million •Calculated billings grows 34% year-over-year to $456.6 million •Deferred revenue grows 39% year-over-year to $1,399.5 million •GAAP net loss of $33.5 million compared to GAAP net loss of $68.2 million on a year-over-year basis •Non-GAAP net income o

November 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 22, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

September 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, INC. (Exa

September 14, 2023 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. Name of Subsidiary Jurisdiction of Incorporation Zscaler Softech India Private Limited India ZSC Holdings Limited United States Zscaler UK Ltd United Kingdom

September 14, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Zscaler, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par value p

September 14, 2023 S-8

As filed with the Securities and Exchange Commission on September 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 ZSCALER, INC. (E

As filed with the Securities and Exchange Commission on September 14, 2023 Registration No.

September 5, 2023 8-K

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) September 5, 2023 Zscaler, Inc. (E

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) September 5, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

September 5, 2023 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2023 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2023 Financial Results Fourth Quarter Highlights •Revenue grows 43% year-over-year to $455.0 million •Calculated billings grows 38% year-over-year to $719.3 million •Deferred revenue grows 41% year-over-year to $1,439.7 million •GAAP net loss of $30.7 million compared to GAAP net loss of $97.7 million on a year-over-year basis •Non-GAAP net in

June 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

June 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

June 1, 2023 EX-99.1

Zscaler Reports Third Quarter Fiscal 2023 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2023 Financial Results Third Quarter Highlights •Revenue grows 46% year-over-year to $418.8 million •Calculated billings grows 40% year-over-year to $482.3 million •Deferred revenue grows 44% year-over-year to $1,175.4 million •GAAP net loss of $46.0 million compared to GAAP net loss of $101.4 million on a year-over-year basis •Non-GAAP net income

May 8, 2023 8-K

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) May 8, 2023 Zscaler, Inc. (Exact n

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) May 8, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Numb

May 8, 2023 EX-99.1

Zscaler Expects to Report Third-Quarter Results above Guidance; Raises Guidance for the Full-Year Full Third-Quarter Earnings Results to be Released on Thursday, June 1, After the Close of the Market

Exhibit 99.1 Zscaler Expects to Report Third-Quarter Results above Guidance; Raises Guidance for the Full-Year Full Third-Quarter Earnings Results to be Released on Thursday, June 1, After the Close of the Market SAN JOSE, Calif., May 8, 2023 - Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced certain preliminary unaudited financial results for the third quarter of fiscal y

March 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

March 2, 2023 EX-99.1

Zscaler Reports Second Quarter Fiscal 2023 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2023 Financial Results Second Quarter Highlights •Revenue grows 52% year-over-year to $387.6 million •Calculated billings grows 34% year-over-year to $493.8 million •Deferred revenue grows 46% year-over-year to $1,111.9 million •GAAP net loss of $57.5 million compared to GAAP net loss of $100.4 million on a year-over-year basis •Non-GAAP net incom

March 2, 2023 EX-3.1

Amended and Restated Bylaws.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ZSCALER, INC. -i- BYLAWS OF ZSCALER, INC. ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Zscaler, Inc. (the “corporation”) shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES The corporation may at any time establish other offices at any place or pl

March 2, 2023 8-K

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) February 28, 2023 Zscaler, Inc. (E

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) February 28, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 14, 2023 SC 13G/A

ZS / Zscaler Inc / Chaudhry Jagtar Singh - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2023 SC 13G/A

ZS / Zscaler Inc / Mangal Ajay - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 9, 2023 SC 13G/A

ZS / Zscaler Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02306-zscalerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Zscaler Inc. Title of Class of Securities: Common Stock CUSIP Number: 98980G102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

January 19, 2023 8-K

Submission of Matters to a Vote of Security Holders

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) January 13, 2023 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Comm

December 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

December 7, 2022 EX-10.1

Waiver agreement between the registrant and Amit Sinha, dated as of October 6, 2022

Exhibit 10.1 ZSCALER, INC. WAIVER AGREEMENT This Waiver Agreement (the “Waiver”) is made by Amit Sinha, Ph.d (“Participant”), effective as of the date signed below. Participant informed the Company he will resign as an employee of Zscaler, Inc. (the “Company”) on October 21, 2022 (the “Employee Resignation Date”). Participant desires to waive any rights to continued vesting of existing Company sto

December 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) December 1, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

December 1, 2022 EX-99.1

Zscaler Reports First Quarter Fiscal 2023 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2023 Financial Results First Quarter Highlights ?Revenue grows 54% year-over-year to $355.5 million ?Calculated billings grows 37% year-over-year to $340.1 million ?Deferred revenue grows 55% year-over-year to $1,005.7 million ?GAAP net loss of $68.2 million compared to GAAP net loss of $90.8 million on a year-over-year basis ?Non-GAAP net income o

November 23, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

November 23, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 zsfy2022xproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

October 11, 2022 EX-99.1

Zscaler Announces Resignation of Amit Sinha as President; Sinha to Remain on the Board of Directors

Exhibit 99.1 Zscaler Announces Resignation of Amit Sinha as President; Sinha to Remain on the Board of Directors SAN JOSE, Calif., October 10, 2022 - Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced that Amit Sinha has accepted a CEO position at a privately-held technology company and will resign from Zscaler effective October 21, 2022. Dr. Sinha will continue his role as

October 11, 2022 8-K

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) October 6, 2022 Zscaler, Inc. (Exa

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) October 6, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

September 19, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) September 14, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Co

September 15, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Zscaler, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par value p

September 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, INC. (Exa

September 15, 2022 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None.

September 15, 2022 S-8

As filed with the Securities and Exchange Commission on September 15, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 ZSCALER, INC. (E

As filed with the Securities and Exchange Commission on September 15, 2022 Registration No.

September 8, 2022 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2022 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2022 Financial Results Fourth Quarter Highlights ?Revenue grows 61% year-over-year to $318.1 million ?Calculated billings grows 57% year-over-year to $520.4 million ?Deferred revenue grows 62% year-over-year to $1,021.1 million ?GAAP net loss of $97.7 million compared to GAAP net loss of $81.0 million on a year-over-year basis ?Non-GAAP net in

September 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 8, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

August 4, 2022 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 1, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation o

June 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

May 26, 2022 EX-99.1

Zscaler Reports Third Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2022 Financial Results Third Quarter Highlights ?Revenue grows 63% year-over-year to $286.8 million ?Calculated billings grows 54% year-over-year to $345.6 million ?Deferred revenue grows 65% year-over-year to $818.7 million ?GAAP net loss of $101.4 million compared to GAAP net loss of $58.5 million on a year-over-year basis ?Non-GAAP net income of

May 26, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 26, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

March 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

February 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 24, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 24, 2022 EX-99.1

Zscaler Reports Second Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2022 Financial Results Second Quarter Highlights ?Revenue grows 63% year-over-year to $255.6 million ?Calculated billings grows 59% year-over-year to $367.7 million ?Deferred revenue grows 70% year-over-year to $759.9 million ?GAAP net loss of $100.4 million compared to GAAP net loss of $67.5 million on a year-over-year basis ?Non-GAAP net income

February 16, 2022 SC 13G/A

ZS / Zscaler Inc / Chaudhry Jagtar Singh - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 16, 2022 SC 13G/A

ZS / Zscaler Inc / Mangal Ajay - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2022 SC 13G/A

ZS / Zscaler Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Zscaler Inc. Title of Class of Securities: Common Stock CUSIP Number: 98980G102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 1

January 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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) January 5, 2022 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Commi

December 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

November 30, 2021 EX-99.1

Zscaler Reports First Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2022 Financial Results First Quarter Highlights ?Revenue grows 62% year-over-year to $230.5 million ?Calculated billings grows 71% year-over-year to $247.7 million ?Deferred revenue grows 74% year-over-year to $647.8 million ?GAAP net loss of $90.8 million compared to GAAP net loss of $55.0 million on a year-over-year basis ?Non-GAAP net income of

November 30, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 30, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

November 24, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ny20001367x1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

November 24, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 zsfy2021xproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

September 16, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, INC. (Exa

September 16, 2021 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None.

September 16, 2021 S-8

As filed with the Securities and Exchange Commission on September 16, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 ZSCALER, INC. (E

As filed with the Securities and Exchange Commission on September 16, 2021 Registration No.

September 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 9, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

September 9, 2021 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2021 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2021 Financial Results Fourth Quarter Highlights ?Revenue grows 57% year-over-year to $197.1 million ?Calculated billings grows 70% year-over-year to $332.2 million ?Deferred revenue grows 71% year-over-year to $630.6 million ?GAAP net loss of $81.0 million compared to GAAP net loss of $49.5 million on a year-over-year basis ?Non-GAAP net inco

September 8, 2021 EX-99.1

[Zscaler Letterhead]

Exhibit 99.1 [Zscaler Letterhead] Zscaler Appoints Industry Veteran Eileen Naughton to its Board of Directors Naughton's senior leadership experience in People and Culture, team strategy, operations and execution at global technology and media companies complements Zscaler's business strategy SAN JOSE, Sept. 7, 2021 - Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced the ap

September 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) September 1, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Com

June 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

May 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 25, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 25, 2021 EX-99.1

Zscaler Reports Third Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2021 Financial Results Third Quarter Highlights ?Revenue grows 60% year-over-year to $176.4 million ?Calculated billings grows 71% year-over-year to $225.0 million ?Deferred revenue grows 65% year-over-year to $495.4 million ?GAAP net loss of $58.5 million compared to GAAP net loss of $19.3 million on a year-over-year basis ?Non-GAAP net income of

March 4, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

February 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 25, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 25, 2021 EX-99.1

Zscaler Reports Second Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2021 Financial Results Second Quarter Highlights ?Revenue grows 55% year-over-year to $157.0 million ?Calculated billings grows 71% year-over-year to $232.0 million ?Deferred revenue grows 60% year-over-year to $446.8 million ?GAAP net loss of $67.5 million compared to GAAP net loss of $29.2 million on a year-over-year basis ?Non-GAAP net income o

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 9

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 9

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2021 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Zscaler Inc. Title of Class of Securities: Common Stock CUSIP Number: 98980G102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1

January 12, 2021 8-K

Submission of Matters to a Vote of Security Holders - 8-K

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) January 6, 2021 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Commi

December 8, 2020 EX-10.1

Offer Letter between the Registrant and Dali Rajic, dated as of September 6, 2019.

Exhibit 10.1 September 5, 2019 Dear Dali, On behalf of Zscaler, Inc. (the “Company”), I am pleased to offer you employment with the Company in the position of President, GTM and CRO. You will work out of our San Jose office, reporting to me. This Employment Agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company. Your employment with the Company is on a

December 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

December 2, 2020 EX-99.1

Zscaler Reports First Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2021 Financial Results First Quarter Highlights •Revenue grows 52% year-over-year to $142.6 million •Calculated billings grows 64% year-over-year to $144.7 million •Deferred revenue grows 51% year-over-year to $371.9 million •GAAP net loss of $55.0 million compared to GAAP net loss of $17.1 million on a year-over-year basis •Non-GAAP net income of

December 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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) December 2, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

November 25, 2020 DEF 14A

- DEF 14A

DEF 14A 1 zsfy2020xproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

November 25, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

September 17, 2020 S-8

- S-8

As filed with the Securities and Exchange Commission on September 17, 2020 Registration No.

September 17, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER, INC. (Exa

September 17, 2020 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None.

September 9, 2020 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2020 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2020 Financial Results Fourth Quarter Highlights ?Revenue grows 46% year-over-year to $125.9 million ?Calculated billings grow 55% year-over-year to $194.9 million ?Deferred revenue grows 47% year-over-year to $369.8 million ?GAAP net loss of $49.5 million compared to GAAP net loss of $5.3 million on a year-over-year basis ?Non-GAAP net income

September 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 8, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

June 25, 2020 EX-4.1

Form of Note, representing Registrant's 0.125% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.4).

EX-4.1 Exhibit 4.1 Execution Version ZSCALER, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 25, 2020 0.125% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 15 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount

June 25, 2020 EX-10.1

Form of Confirmation for Capped Call Transactions.

EX-10.1 Exhibit 10.1 [ ]1 To: Zscaler, Inc. 120 Holger Way San Jose, California 95134 From: [ ] Re: [Base]2[Additional]3 Capped Call Transaction Ref. No: [ ]4 Date: June [ ], 2020 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transac

June 25, 2020 EX-99.1

Zscaler Announces Proposed Offering of $1.0 Billion of Convertible Senior Notes Due 2025

EX-99.1 Exhibit 99.1 Zscaler Announces Proposed Offering of $1.0 Billion of Convertible Senior Notes Due 2025 SAN JOSE, California. – June 22, 2020 - Zscaler, Inc. (Nasdaq: ZS) today announced that it intends to offer $1.0 billion aggregate principal amount of its convertible senior notes due 2025 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the

June 25, 2020 EX-99.2

Zscaler Announces Pricing of $1.0 Billion Offering 0.125% Convertible Senior Notes Due 2025

EX-99.2 Exhibit 99.2 Zscaler Announces Pricing of $1.0 Billion Offering 0.125% Convertible Senior Notes Due 2025 SAN JOSE, California. – June 23, 2020 - Zscaler, Inc. (Nasdaq: ZS) today announced the pricing of $1.0 billion aggregate principal amount of 0.125% convertible senior notes due 2025 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Se

June 25, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 22, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation) (Commission File Number

June 3, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

May 28, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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) May 26, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 28, 2020 EX-99.1

Zscaler Reports Third Quarter Fiscal 2020 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2020 Financial Results •Revenue grows 40% year-over-year to $110.5 million •Calculated billings grow 55% year-over-year to $131.3 million •Deferred revenue grows 42% year-over-year to $300.8 million •GAAP net loss of $19.3 million compared to GAAP net loss of $12.2 million on a year-over-year basis •Non-GAAP net income of $9.0 million compared to n

March 4, 2020 10-Q

ZS / Zscaler, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

February 20, 2020 EX-99

Zscaler Reports Second Quarter Fiscal 2020 Financial Results

Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2020 Financial Results •Revenue grows 36% year-over-year to $101.3 million •Calculated billings grow 18% year-over-year to $135.4 million •Deferred revenue grows 36% year-over-year to $280.0 million •GAAP net loss of $29.2 million compared to GAAP net loss of $3.6 million on a year-over-year basis •Non-GAAP net income of $12.0 million compared to

February 20, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 20, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 13, 2020 SC 13G/A

ZS / Zscaler, Inc. / Mangal Ajay - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 13, 2020 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of February 12, 2020, by and among The CJCP Trust, The CKS Trust for the benefit of YPC dated 12/30/2017, The CKS Trust for the benefit of SRC dated 12/30/2017, The CKS Trust for the benefit of SDC dated 12/30/2017 and Ajay Mangal. The parties to this Agreement agree to prepare jo

February 13, 2020 SC 13G/A

ZS / Zscaler, Inc. / Chaudhry Jagtar Singh - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

January 15, 2020 EX-99.1

Zscaler Announces Dismissal of Lawsuits

Zscaler Announces Dismissal of Lawsuits SAN JOSE, January 14, 2020 - Zscaler, Inc.

January 15, 2020 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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) January 10, 2020 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Comm

December 6, 2019 10-Q

ZS / Zscaler, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

December 3, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) December 3, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

December 3, 2019 EX-99..1

Zscaler Reports First Quarter Fiscal 2020 Financial Results

Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2020 Financial Results •Revenue grows 48% year-over-year to $93.6 million •Calculated billings grow 37% year-over-year to $88.3 million •Deferred revenue grows 49% year-over-year to $245.9 million •GAAP net loss of $17.1 million compared to GAAP net loss of $7.6 million on a year-over-year basis •Non-GAAP net income of $4.1 million compared to non-

November 27, 2019 DEF 14A

ZS / Zscaler, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

November 27, 2019 DEFA14A

ZS / Zscaler, Inc. DEFA14A - - DEFA 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv

September 18, 2019 S-8

ZS / Zscaler, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on September 18, 2019 Registration No.

September 18, 2019 10-K

ZS / Zscaler, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to to Commission File Number: 001-38413 ZSCALER, INC. (

September 18, 2019 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None.

September 18, 2019 EX-4.3

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Zscaler, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its entirety

September 18, 2019 EX-10.2

Fiscal Year 2018 Equity Incentive Plan and related form agreements

Exhibit 10.2 ZSCALER, INC. FY2018 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: •to attract and retain the best available personnel for positions of substantial responsibility, •to provide additional incentive to Employees, Directors and Consultants, and •to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatu

September 18, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) September 12, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38413 (Commission File Number) 26-11

September 10, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 10, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fi

September 10, 2019 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2019 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2019 Financial Results Fourth Quarter Highlights •Revenue grows 53% year-over-year to $86.1 million •Calculated billings grow 32% year-over-year to $125.8 million •Deferred revenue grows 53% year-over-year to $251.2 million •GAAP net loss of $5.3 million compared to GAAP net loss of $7.0 million on a year-over-year basis •Non-GAAP net income o

June 5, 2019 10-Q

ZS / Zscaler, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

June 5, 2019 EX-10.1

Sublease, by and between Registrant and Micron Technology, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***]. SUBLEASE THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of March 26, 2019, and is made by and between Micron

May 30, 2019 EX-99.1

Zscaler Reports Third Quarter Fiscal 2019 Financial Results

EX-99.1 2 zs-04302019991.htm EXHIBIT 99.1 Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2019 Financial Results •Revenue grows 61% year-over-year to $79.1 million •Calculated billings grow 55% year-over-year to $84.7 million •Deferred revenue grows 69% year-over-year to $211.5 million •GAAP net loss of $12.2 million compared to GAAP net loss of $8.8 million on a year-over-year basis •Non-GAAP n

May 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 30, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

May 3, 2019 8-K

Current Report

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) April 30, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File N

March 6, 2019 10-Q

ZS / Zscaler, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

February 28, 2019 EX-99.1

Zscaler Reports Second Quarter Fiscal 2019 Financial Results

EX-99.1 2 zs-01312019991.htm Exhibit 99.1 Zscaler Reports Second Quarter Fiscal 2019 Financial Results •Revenue grows 65% year-over-year to $74.3 million •Calculated billings grow 74% year-over-year to $115.0 million •Deferred revenue grows 73% year-over-year to $206.0 million •GAAP net loss of $3.6 million compared to GAAP net loss of $6.5 million on a year-over-year basis •Non-GAAP net income of

February 28, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 28, 2019 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

February 13, 2019 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of February 13, 2019, by and among Jagtar S. Chaudhry and Jyoti Chaudhry. The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and any and all amendments thereto, and any o

February 13, 2019 SC 13G

ZS / Zscaler, Inc. / Mangal Ajay - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 13, 2019 SC 13G

ZS / Zscaler, Inc. / Chaudhry Jagtar Singh - SCHEDULE 13G Passive Investment

SC 13G 1 d660469dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* ZSCALER, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98980G 102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the ap

February 13, 2019 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of February 13, 2019, by and among The CJCP Trust, The CKS trust and Ajay Mangal. The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and any and all amendments thereto, a

December 26, 2018 8-K

Other Events, Submission of Matters to a Vote of Security Holders

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) December 18, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38413 (Commission File Number) 26-117

December 6, 2018 10-Q

ZS / Zscaler, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER

December 4, 2018 EX-99.1

Zscaler Reports First Quarter Fiscal 2019 Financial Results

EX-99.1 2 zs-10312018991.htm EXHIBIT 99.1 Exhibit 99.1 Zscaler Reports First Quarter Fiscal 2019 Financial Results • Revenue grows 59% year-over-year to $63.3 million • Calculated billings grow 56% year-over-year to $64.6 million • Deferred revenue grows 68% year-over-year to $165.3 million • GAAP net loss of $7.6 million compared to GAAP net loss of $11.4 million on a year-over-year basis • Non-G

December 4, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) December 4, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

November 8, 2018 DEFA14A

ZS / Zscaler, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitiv

November 8, 2018 DEF 14A

ZS / Zscaler, Inc. DEF 14A

DEF 14A 1 zscaler2018proxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rul

October 10, 2018 EX-10.1

Form of Performance – Based Restricted Stock Unit Award Agreement under the Zscaler, Inc. Fiscal Year 2018 Equity Incentive Plan.

ZSCALER, INC. FY2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Zscaler, Inc. FY2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant

October 10, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) October 5, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File

September 13, 2018 S-8

ZS / Zscaler, Inc. S-8

As filed with the Securities and Exchange Commission on September 13, 2018 Registration No.

September 13, 2018 10-K

ZS / Zscaler, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to to Commission File Number: 001-38413 ZSCALER, INC. (

September 13, 2018 EX-21.1

Significant subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None

September 5, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 5, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission Fil

September 5, 2018 EX-99.1

Zscaler Reports Fourth Quarter and Fiscal 2018 Financial Results

Exhibit 99.1 Zscaler Reports Fourth Quarter and Fiscal 2018 Financial Results • Fourth quarter revenue grows 54% year-over-year to $56.2 million; fiscal 2018 revenue grows 51% year-over-year to $190.2 million • Fourth quarter calculated billings grows 72% year-over-year to $95.4 million; fiscal 2018 calculated billings grows 65% year-over-year to $257.6 million • Cash, cash equivalents and short-t

June 7, 2018 EX-3.2

Amended and Restated Bylaws.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ZSCALER, INC. -i- BYLAWS OF ZSCALER, INC. ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Zscaler, Inc. shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES The corporation may at any time establish other offices at any place or places. ARTICLE II - M

June 7, 2018 EX-3.1

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. a Delaware corporation Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Zscaler, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of t

June 7, 2018 10-Q

ZS / Zscaler, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38413 ZSCALER,

June 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 6, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Num

June 6, 2018 EX-99.1

Zscaler Reports Third Quarter Fiscal 2018 Financial Results

Exhibit 99.1 Zscaler Reports Third Quarter Fiscal 2018 Financial Results • Revenue grows 49% year over year to $49.2 million • Calculated billings grow 73% year over year to $54.7 million • Deferred revenue grows 61% year over year to $124.8 million • Raised $205.3 million in Initial Public Offering SAN JOSE, California. - June 6, 2018 - Zscaler, Inc. (Nasdaq: ZS), a leader in cloud security, toda

May 3, 2018 EX-99.1

Zscaler Announces Departure of COO; Provides Date for Third Quarter Earnings Release

EX-99.1 Exhibit 99.1 Zscaler Announces Departure of COO; Provides Date for Third Quarter Earnings Release SAN JOSE, Calif. – May 2, 2018 – Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced that William Welch has resigned as the company’s chief operating officer. Mr. Welch will remain with the company through May 14, 2018. Mr. Welch said, “It has been a pleasure working with

May 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K 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) April 30, 2018 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation) (Commission Fi

March 16, 2018 S-8

ZS / Zscaler, Inc. FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on March 16, 2018 Registration No.

March 16, 2018 424B4

12,000,000 Shares COMMON STOCK

Final Prospectus Filed Pursuant to Rue 424(B)(4) Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(4) File No.

March 13, 2018 S-1/A

As filed with the Securities and Exchange Commission on March 13, 2018.

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on March 13, 2018.

March 13, 2018 CORRESP

ZS / Zscaler, Inc. CORRESP

Company Acceleration Request March 13, 2018 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.

March 13, 2018 CORRESP

ZS / Zscaler, Inc. CORRESP

Underwriters' Acceleration Request March 13, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 13, 2018 EX-10.3

Fiscal Year 2018 Employee Stock Purchase Plan and related form agreements

Exhibit 10.3 ZSCALER, INC. FY2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 o

March 13, 2018 FWP

Zscaler, Inc.

Free Writing Prospectus dated March 13, 2018 Relating to Preliminary Prospectus dated March 5, 2018 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

March 5, 2018 S-1/A

As filed with the Securities and Exchange Commission on March 5, 2018.

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on March 5, 2018.

March 5, 2018 EX-10.3

Fiscal Year 2018 Employee Stock Purchase Plan and related form agreements.

Exhibit 10.3 ZSCALER, INC. FY2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 o

March 5, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A. The name of the Corporation is Zscaler, Inc. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 28, 2007 und

March 5, 2018 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Zscaler, Inc. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Zscaler, Inc. (Exact name of registrant as specified in its charter) Delaware 26-1173892 (State of incorporation or organization) (I.R.S. Employer Identification No.) 110 Rose Orchard Way San Jose,

March 5, 2018 EX-10.4

2007 Stock Plan and related form agreements.

Exhibit 10.4 ZSCALER, INC. 2007 STOCK PLAN (As Amended through March 1, 2018) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company?s business. The Plan permits the grant of Options and Sto

March 5, 2018 EX-10.2

Fiscal Year 2018 Equity Incentive Plan and related form agreements.

Exhibit 10.2 ZSCALER, INC. FY2018 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nons

February 16, 2018 EX-21.1

List of subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ZSCALER, INC. None

February 16, 2018 EX-4.2

Form of common stock certificate of the Registrant

EX-4.2 8 d400527dex42.htm EX-4.2 Exhibit 4.2 ZS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 98980G 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF Zscaler, Inc. transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Cert

February 16, 2018 EX-10.9

Offer Letter between the Registrant and Manoj Apte, dated as of June 19, 2008.

Exhibit 10.9 June 12, 2008 Manoj Apte Dear Manoj: On behalf of SafeChannel Inc. (?the Company?), I am pleased to offer you the full-time position of Director of Product Management reporting to me. The following is your compensation package: Salary: Your monthly salary will be $13,333.33 ($160,000 annualized). This salary is paid semi-monthly. Upon joining the Company, you will have the option to p

February 16, 2018 EX-10.7

Change of Control and Severance Policy.

EX-10.7 13 d400527dex107.htm EX-10.7 Exhibit 10.7 ZSCALER, INC. Change of Control and Severance Policy This Change of Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Zscaler, Inc. (“Zscaler” or the “Company”) or any of its subsidiaries in connection with a change of control of Zscaler or in connection with the involuntary

February 16, 2018 EX-10.1

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

EX-10.1 9 d400527dex101.htm EX-10.1 Exhibit 10.1 ZSCALER, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Zscaler, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant

February 16, 2018 EX-10.19

First Amendment to Office Lease Agreement, by and between the Registrant and SRI Eleven Row LLC, dated as of October 30, 2015.

Exhibit 10.19 FIRST AMENDMENT TO LEASE (Amortization of Additional Allowance) THIS FIRST AMENDMENT TO LEASE (this ?Amendment?) is executed as of the 30th day of October, 2015, between SRI ELEVEN ROW LLC, a Delaware limited liability company (?Landlord?), and ZSCALER, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to a written lease dated as of June 30, 2015 (t

February 16, 2018 EX-10.5

Employee Incentive Compensation Plan.

Exhibit 10.5 ZSCALER, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Partic

February 16, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A. The name of the Corporation is Zscaler, Inc. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 28, 2007 und

February 16, 2018 EX-3.4

Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.

EX-3.4 6 d400527dex34.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ZSCALER, INC. (Adopted on October 27, 2017) (Effective upon the effectiveness of the registration statement for the Company’s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL

February 16, 2018 EX-4.1

Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of July 24, 2015.

Exhibit 4.1 ZSCALER, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT JULY 24, 2015 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 Registration Rights 4 2.1 Requested Registration 4 2.2 Company Registration 7 2.3 Registration on Form S-3 8 2.4 Expenses of Registration 8 2.5 Registration Procedures 9 2.6 Indemnification 11 2.7 Information by Holder 13 2.8 Re

February 16, 2018 EX-10.10

Offer Letter between the Registrant and Remo Canessa, dated as of January 8, 2017.

EX-10.10 16 d400527dex1010.htm EX-10.10 Exhibit 10.10 January 8, 2017 Remo Canessa Dear Remo, Zscaler (the “Company”) is pleased to offer you employment on the following terms: 1. Position: The Company will employ you full-time as its Chief Financial Officer reporting to me and working out of the Company’s office in San Jose, CA. By signing this letter of agreement, you confirm to the Company that

February 16, 2018 EX-10.17

Offer Letter between the Registrant and Charles Giancarlo, dated as of November 22, 2016.

Exhibit 10.17 Zscaler, Inc 110 Rose Orchard Way San Jose, CA 95134 November , 2016 Charles (Charlie) Giancarlo Dear Charlie: On behalf of Zscaler, Inc. (the ?Company?), I am extremely pleased to invite you to join the Company?s Board of Directors (the ?Board?), subject to your formal appointment by the Board or election by the stockholders of the Company following your acceptance of this offer. As

February 16, 2018 EX-10.4

2007 Stock Plan and related form agreements.

Exhibit 10.4 ZSCALER, INC. 2007 STOCK PLAN (As Amended through September 22, 2017) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company?s business. The Plan permits the grant of Options an

February 16, 2018 EX-10.6

Sales Compensation Plan.

Exhibit 10.6 2018 Fiscal Year Sales Compensation Plan Plan Period: August 1, 2017 through July 31, 2018 Zscaler?s Inc. together with its local affiliated companies? (the ?Company? or ?Zscaler?) have created this 2018 Fiscal Year Sales Compensation Plan (the ?Plan?) to drive significant growth, increase Zscaler?s market share, and give Zscaler?s sales professionals the ability to maximize their ear

February 16, 2018 EX-10.18

Office Lease Agreement, by and between the Registrant and SRI Eleven Row LLC, dated as of June 30, 2015.

EX-10.18 24 d400527dex1018.htm EX-10.18 Exhibit 10.18 ROSE ORCHARD WAY SAN JOSE, CALIFORNIA OFFICE LEASE SRI ELEVEN ROW LLC, a Delaware limited liability company, Landlord and ZSCALER, INC., a Delaware corporation, Tenant DATED AS OF: June 30, 2015 TABLE OF CONTENTS Paragraph Page 1. Premises 1 2. Certain Basic Lease Terms 1 3. Term; Delivery of Possession of Premises 2 4. Condition of Premises 2

February 16, 2018 CORRESP

ZS / Zscaler, Inc. CORRESP

Correspondence 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com CONFIDENTIAL TREATMENT REQUESTED BY ZSCALER, INC.: ZS-0001 February 16, 2018 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION H

February 16, 2018 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 d400527dex11.htm EX-1.1 Exhibit 1.1 [•] Shares ZSCALER, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [•], 2018 [•], 2018 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Zscaler, Inc., a Delaware corporation

February 16, 2018 EX-10.8

Employment Agreement between the Registrant and Jagtar S. Chaudhry, dated as of August 23, 2017.

Exhibit 10.8 ZSCALER, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the date last signed below (the ?Effective Date?) by and between Zscaler, Inc. (the ?Company?), and Jay Chaudhry (?Executive?). WHEREAS, the Company moved the principal office of employment for Executive to Reno, Nevada on April 25, 2016 (the ?Transfer Date?); WHERE

February 16, 2018 S-1

Power of Attorney (see the signature page to the original filing of this Registration Statement on Form S-1).

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on February 16, 2018.

February 16, 2018 EX-10.11

Offer Letter between the Registrant and Robert Schlossman, dated as of December 22, 2015.

EX-10.11 17 d400527dex1011.htm EX-10.11 Exhibit 10.11 December 22, 2015 Robert Schlossman Dear Robert, Zscaler (the “Company”) is pleased to offer you employment on the following terms: 1. Position: The Company will employ you full-time as its Chief Legal Officer reporting to me and working out of the Company’s office in San Jose, CA. By signing this letter of agreement, you confirm to the Company

February 16, 2018 EX-10.15

Offer Letter between the Registrant and Andrew Brown, dated as of October 14, 2015.

EX-10.15 21 d400527dex1015.htm EX-10.15 Exhibit 10.15 Zscaler, Inc 110 Baytech Dr. Suite 100 San Jose, CA 95134 October 14, 2015 Andrew (Andy) Brown Dear Andy: On behalf of Zscaler, Inc. (the “Company”), I am extremely pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to your formal appointment by the Board or election by the stockholders of the Company followin

February 16, 2018 EX-3.2

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.

EX-3.2 4 d400527dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. a Delaware corporation Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Zscaler, Inc., and the original Certificate of Incorporation of the Corporation was filed

February 16, 2018 EX-3.3

Bylaws of the Registrant, as currently in effect.

EX-3.3 5 d400527dex33.htm EX-3.3 Exhibit 3.3 BYLAWS OF SAFECHANNEL, INC. Adopted September 28, 2007 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Withou

February 16, 2018 EX-10.12

Offer Letter between the Registrant and Amit Sinha, dated as of October 18, 2010.

Exhibit 10.12 October 18, 2010 Amit Sinha Dear Amit: Zscaler (the ?Company?) is pleased to offer you employment on the following terms: 1. Position: The Company will employ you full-time as its Chief Technology Officer (Emerging technologies & Cloud Operations) reporting to me and working out of the Company?s office in Sunnyvale, CA. By signing this letter agreement, you confirm to the Company tha

February 16, 2018 EX-10.16

Offer Letter between the Registrant and Scott Darling, dated as of November 16, 2016.

EX-10.16 22 d400527dex1016.htm EX-10.16 Exhibit 10.16 Zscaler, Inc 110 Rose Orchard Way San Jose, CA 95134 November , 2016 Scott Darling Dear Scott: On behalf of Zscaler, Inc. (the “Company”), I am extremely pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to your formal appointment by the Board or election by the stockholders of the Company following your acce

February 16, 2018 EX-10.20

Office Lease by and between the Registrant and US ER America Center 2, LLC, dated as of June 9, 2017.

Exhibit 10.20 OFFICE LEASE BETWEEN US ER AMERICA CENTER 2, LLC as Landlord AND ZSCALER, INC. as Tenant Dated: June 9, 2017 TABLE OF CONTENTS Page I. BASIC LEASE PROVISIONS AND DEFINITIONS 1 II. PREMISES 4 III. TERM 4 IV. RENT 5 V. SECURITY DEPOSIT 6 VI. OPERATING EXPENSES 7 VII. REAL ESTATE TAXES 11 VIII. PARKING 11 IX. USE AND REQUIREMENTS OF LAW 12 X. ASSIGNMENT AND SUBLETTING 15 XI. MAINTENANCE

February 16, 2018 EX-10.14

Offer Letter between the Registrant and Karen Blasing, dated as of December 23, 2016.

Exhibit 10.14 Zscaler, Inc 110 Rose Orchard Way San Jose, CA 95134 December 22, 2016 Karen Blasing Dear Karen: On behalf of Zscaler, Inc. (the ?Company?), I am extremely pleased to invite you to join the Company?s Board of Directors (the ?Board?), subject to your formal appointment by the Board or election by the stockholders of the Company following your acceptance of this offer. As you are aware

February 16, 2018 EX-10.13

Offer Letter between the Registrant and William E. Welch, dated as of November 25, 2014.

EX-10.13 19 d400527dex1013.htm EX-10.13 Exhibit 10.13 November 25, 2014 William E. Welch Dear William: Zscaler (the “Company”) is pleased to offer you employment on the following terms: 1. Position: The Company will employ you as its Global Vice-President of Sales reporting to Lane Bess and working out of your home office in Raleigh, NC. By signing this letter agreement, you confirm to the Company

February 1, 2018 DRSLTR

ZS / Zscaler, Inc. DRSLTR

DRSLTR 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com February 1, 2018 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Barbara C. Jacobs Ivan Griswold Maryse Mills-Apenteng Mengyao Lu Stephen Krikorian Re: Zscaler, Inc. Amendment No. 2 to Draft

December 11, 2017 DRS/A

Confidential Draft No. 3 as confidentially submitted to the Securities and Exchange Commission on December 11, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein

Table of Contents Index to Financial Statements Confidential Draft No. 3 as confidentially submitted to the Securities and Exchange Commission on December 11, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION W

December 11, 2017 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ZSCALER, INC. a Delaware corporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. a Delaware corporation Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is Zscaler, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of t

December 11, 2017 EX-10.1

ZSCALER, INC. INDEMNIFICATION AGREEMENT

Exhibit 10.1 ZSCALER, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Zscaler, Inc., a Delaware corporation (the ?Company?), and [insert name of indemnitee] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of

December 11, 2017 EX-3.4

AMENDED AND RESTATED BYLAWS OF ZSCALER, INC. (Adopted on October 27, 2017) (Effective upon the effectiveness of the registration statement for the Company’s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERE

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ZSCALER, INC. (Adopted on October 27, 2017) (Effective upon the effectiveness of the registration statement for the Company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1

October 2, 2017 DRSLTR

ZS / Zscaler, Inc. DRSLTR

DRSLTR October 2, 2017 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 2, 2017 EX-10

ZSCALER, INC. 2007 STOCK PLAN (As Amended through September 22, 2017)

EX-10 3 filename3.htm Exhibit 10.4 ZSCALER, INC. 2007 STOCK PLAN (As Amended through September 22, 2017) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits t

October 2, 2017 DRS/A

Confidential Draft No. 2 as confidentially submitted to the Securities and Exchange Commission on October 2, 2017 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein rem

Table of Contents Index to Financial Statements Confidential Draft No. 2 as confidentially submitted to the Securities and Exchange Commission on October 2, 2017 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Was

October 2, 2017 EX-3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC.

EX-3 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZSCALER, INC. Zscaler, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Zscaler, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on S

October 2, 2017 EX-10

ZSCALER, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN

EX-10 4 filename4.htm Exhibit 10.5 ZSCALER, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives. 2. Definitions. (a) “Actual Award” means as to any Performance Period, the actual award (if an

October 2, 2017 EX-10

2018 Fiscal Year Sales Compensation Plan Plan Period: August 1, 2017 through July 31, 2018

Exhibit 10.6 2018 Fiscal Year Sales Compensation Plan Plan Period: August 1, 2017 through July 31, 2018 Zscaler?s Inc. together with its local affiliated companies? (the ?Company? or ?Zscaler?) have created this 2018 Fiscal Year Sales Compensation Plan (the ?Plan?) to drive significant growth, increase Zscaler?s market share, and give Zscaler?s sales professionals the ability to maximize their ear

August 25, 2017 EX-3

BYLAWS OF SAFECHANNEL, INC. Adopted September 28, 2007 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned

Exhibit 3.3 BYLAWS OF SAFECHANNEL, INC. Adopted September 28, 2007 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Record Date fo

August 25, 2017 EX-10

2017 Fiscal Year Sales Compensation Plan Plan Period: August 1, 2016 through July 31, 2017

Exhibit 10.6 2017 Fiscal Year Sales Compensation Plan Plan Period: August 1, 2016 through July 31, 2017 Zscaler?s Inc. together with its local affiliated companies? (the ?Company? or ?Zscaler?) have created this 2017 Fiscal Year Sales Compensation Plan (the ?Plan?) to drive significant growth, increase Zscaler?s market share, and give Zscaler?s sales professionals the ability to maximize their ear

August 25, 2017 EX-10

OFFICE LEASE US ER AMERICA CENTER 2, LLC as Landlord ZSCALER, INC. as Tenant Dated: June 9, 2017 TABLE OF CONTENTS Page I. BASIC LEASE PROVISIONS AND DEFINITIONS 1 II. PREMISES 4 III. TERM 4 IV. RENT 5 V. SECURITY DEPOSIT 6 VI. OPERATING EXPENSES 7 V

Exhibit 10.20 OFFICE LEASE BETWEEN US ER AMERICA CENTER 2, LLC as Landlord AND ZSCALER, INC. as Tenant Dated: June 9, 2017 TABLE OF CONTENTS Page I. BASIC LEASE PROVISIONS AND DEFINITIONS 1 II. PREMISES 4 III. TERM 4 IV. RENT 5 V. SECURITY DEPOSIT 6 VI. OPERATING EXPENSES 7 VII. REAL ESTATE TAXES 11 VIII. PARKING 11 IX. USE AND REQUIREMENTS OF LAW 12 X. ASSIGNMENT AND SUBLETTING 15 XI. MAINTENANCE

August 25, 2017 EX-10

ZSCALER, INC. Change of Control and Severance Policy

Exhibit 10.7 ZSCALER, INC. Change of Control and Severance Policy This Change of Control and Severance Policy (the ?Policy?) is designed to provide certain protections to a select group of key employees of Zscaler, Inc. (?Zscaler? or the ?Company?) or any of its subsidiaries in connection with a change of control of Zscaler or in connection with the involuntary termination of their employment unde

Other Listings
MX:ZS
DE:0ZC €230.75
AT:ZSCA
GB:0XVU
IT:1ZS €232.70
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista