[8-K] Zscaler, Inc. Reports Material Event

Rhea-AI Filing Summary

Zscaler (NASDAQ: ZS) submitted a Form 8-K reporting an executive change under Item 5.02.

• On June 23 2025 the company announced the departure of Chief Technology Officer Syam Nair.
• Mr. Nair’s resignation becomes effective July 4 2025.
• He is expected to receive benefits available under Zscaler’s Change of Control and Severance Policy, previously filed on December 2 2024.

The filing does not disclose a successor, the monetary value of severance, or any additional financial or operational information. No other items, risk factors, or legal proceedings were included in the report.

Positive

• None.

Negative

• Chief Technology Officer Syam Nair resigns effective July 4 2025, creating a leadership vacancy with no successor named in the filing.

Insights

Corporate Governance Analyst

TL;DR: CTO exit without successor is a modest governance negative.

The departure of the Chief Technology Officer represents a meaningful leadership change for a technology-driven company. The filing gives no indication of a replacement plan or the financial magnitude of severance benefits, limiting transparency. Absence of additional context leaves open questions around product roadmap continuity and executive bench depth. Although no immediate financial metrics were provided, investors typically view unplanned C-suite turnover—especially in technical roles—as a short-term risk until a qualified successor is announced.

Event Analyst

TL;DR: Isolated management change; impact likely contained but worth monitoring.

Only one item was disclosed—Syam Nair’s resignation effective July 4. Because the severance arrangement relies on a pre-existing policy, the cash outflow should be predictable and already contemplated in governance documents. However, the filing’s lack of detail on transition planning means investors must await further updates before assessing operational impact. In the absence of other financial data, the event is notable yet not immediately transformative to earnings guidance.

FALSE000171368300017136832025-06-232025-06-23

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 Number)			26-1173892 (I.R.S. Employer Identification Number)
120 Holger Way San Jose, California 95134
(Address of principal executive offices and zip code)
(408) 533-0288
(Registrant's telephone number, including area code)
			Not Applicable
(Former name or former address, if changed since last report)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange of which registered

Common Stock, $0.001 Par Value

ZS

The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2025, Zscaler, Inc. (the “Company”) announced the departure of Syam Nair, the Chief Technology Officer of the Company, with such departure to be effective on July 4, 2025. In connection with Mr. Nair’s departure, the Company expects Mr. Nair to receive certain benefits under the Company’s Change of Control and Severance Policy, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Zscaler, Inc.
June 23, 2025			/s/			Robert Schlossman
						Robert Schlossman
						Chief Legal Officer

FAQ

What executive change did ZS announce in its June 23 2025 8-K?

The filing announced the upcoming departure of Chief Technology Officer Syam Nair.

When is Syam Nair’s resignation from Zscaler effective?

His resignation becomes effective on July 4 2025.

Will the departing CTO receive severance benefits?

Yes. Zscaler expects Mr. Nair to receive benefits under its Change of Control and Severance Policy filed on December 2 2024.

Did Zscaler name a successor for the CTO position in this filing?

No. The 8-K does not identify an interim or permanent successor.

Does the 8-K disclose the financial impact of the CTO’s departure?

No specific severance amounts or other financial impacts were disclosed in the filing.