[S-8] Zscaler, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Zscaler filed a Form S-8 to register additional shares under its FY2018 Equity Incentive Plan and FY2018 Employee Stock Purchase Plan. Under the plans' evergreen provisions, available shares increased on August 1, 2025 by 7,915,041 shares for the 2018 Plan and 1,583,008 shares for the 2018 ESPP. The filing incorporates the companys recent Annual Report on Form 10-K and other Exchange Act reports by reference.

Positive

• Registered additional shares to support employee equity awards and ESPP participation
• Evergreen provisions functioning as designed, automatically replenishing share pools
• Incorporation by reference links investors to the company's Annual Report and Exchange Act filings for full disclosure

Negative

• Potential dilution to existing shareholders from the newly available 7,915,041 and 1,583,008 shares
• No mention of limits or offsets (e.g., share buybacks) to mitigate dilution in this filing

Insights

Compensation Analyst

TL;DR: Plan evergreen increases add a sizable pool for equity awards, supporting ongoing compensation and hiring needs.

The additional 7.9M and 1.58M shares reflect the automatic annual increases under the 2018 Plan and ESPP. This is a routine, formula-driven replenishment rather than a discretionary board grant. For employees and prospective hires, the increase preserves award capacity for stock-based compensation and ESPP participation.

Securities Attorney

TL;DR: The filing is a standard Form S-8 registration that incorporates prior filings and updates share counts per plan terms.

The Registration Statement properly incorporates prior Form S-8 filings by reference and registers the additional shares made available by the plans' evergreen provisions. There are no new plan amendments disclosed; the filing documents the automatic issuance capacity increase and references the Annual Report and Exchange Act filings for further detail.

As filed with the Securities and Exchange Commission on September 11, 2025 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.

(Exact name of Registrant as specified in its charter)

Delaware

26-1173892

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

120 Holger Way San Jose, California 95134

(Address of principal executive offices, including zip code)

Amended and Restated FY2018 Equity Incentive Plan FY2018 Employee Stock Purchase Plan

(Full title of the plan)

Jagtar Chaudhry  Chief Executive Officer and Chairman Zscaler, Inc. 120 Holger Way San Jose, California 95134 (408) 533-0288

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Mark B. Baudler, Esq. Lianna C. Whittleton, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300

Robert Schlossman, Esq. Chief Legal Officer Zscaler, Inc. 120 Holger Way San Jose, California 95134 (408) 533-0288

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Non-accelerated filer ☐

Accelerated filer ☐ Smaller reporting company ☐ 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 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of common stock of Zscaler, Inc. (the “Registrant”) under the Zscaler, Inc. Amended and Restated FY2018 Equity Incentive Plan (the “2018 Plan”) and the Zscaler, Inc. FY2018 Employee Stock Purchase Plan (the “2018 ESPP”) for which a registration statement on Form S-8 (No. 333-223740) was filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2018 and related registration statements on Form S-8 (No. 333-227323, No. 333-233831, No. 333-248870, No. 333-259587, No. 333-267439, No. 333-274512 and No. 333-282061) were filed with the Commission on September 13, 2018, September 18, 2019, September 17, 2020, September 16, 2021, September 15, 2022, September 14, 2023 and September 12, 2024, respectively. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement. The number of shares of the Registrant’s common stock available for grant and issuance under the 2018 Plan is subject to an annual increase on the first day of each fiscal year by an amount equal to the least of (i) 12,700,000 shares of common stock, (ii) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares of common stock determined by the Registrant’s board of directors (the “2018 Plan Evergreen Provision”). The number of shares of the Registrant’s common stock available for issuance under the 2018 ESPP is subject to an annual increase on the first day of each fiscal year by an amount equal to the least of (i) 2,200,000 shares of common stock, (ii) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such amount as determined by the administrator of the 2018 ESPP (the “2018 ESPP Evergreen Provision,” and along with the 2018 Plan Evergreen Provision, the “Evergreen Provisions”). On August 1, 2025, the number of shares of the Registrant’s common stock available for grant and issuance under the 2018 Plan and available for issuance under the 2018 ESPP increased by 7,915,041 and 1,583,008 shares, respectively. This Registration Statement registers such additional shares of the Registrant’s common stock, which were available for grant and issuance under the 2018 Plan and available for issuance under the 2018 ESPP pursuant to the Evergreen Provisions as of August 1, 2025.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, (the “Annual Report”), filed with the Commission on September 11, 2025 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2)All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (1) above; and

(3)The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38413) filed with the Commission on March 5, 2018, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed

-1-

in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits.

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

4.1

Form of Common Stock Certificate of the Registrant

S-1

333-223072

4.2

2/16/2018

4.2+

Amended and Restated FY2018 Equity Incentive Plan

10-K

001-38413

10.2

9/11/2025

4.3+

FY2018 Employee Stock Purchase Plan

S-1/A

333-223072

10.3

3/13/2018

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

23.1

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

23.2

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)

24.1

Power of Attorney (contained on signature page hereto)

107.1

Filing Fee Table

+ Indicates management contract or compensatory plan or arrangement.

    -2-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 11, 2025.

			ZSCALER, INC.
By:			/s/ Jagtar Chaudhry
			Jagtar Chaudhry
			Chief Executive Officer and Chairman of the Board of Directors

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jagtar Chaudhry and Kevin Rubin, and each of them, as his or her true and lawful attorney in fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature			Title			Date
/s/ Jagtar Chaudhry			Chief Executive Officer and Chairman of the Board of Directors			September 11, 2025
Jagtar Chaudhry			(Principal Executive Officer)
/s/ Kevin Rubin			Chief Financial Officer			September 11, 2025
Kevin Rubin			(Principal Accounting and Financial Officer)
/s/ James Beer			Director			September 11, 2025
James Beer
/s/ Karen Blasing			Director			September 11, 2025
Karen Blasing
/s/ Andrew Brown			Director			September 11, 2025
Andrew Brown
/s/ Scott Darling			Director			September 11, 2025
Scott Darling
/s/ Charles Giancarlo			Director			September 11, 2025
Charles Giancarlo
/s/ Raj Judge			Director			September 11, 2025
Raj Judge
/s/ Eileen Naughton			Director			September 11, 2025
Eileen Naughton
/s/ David Schneider			Director			September 11, 2025
David Schneider

FAQ

What did ZS register on the Form S-8?

The company registered additional common stock available under its FY2018 Equity Incentive Plan and FY2018 Employee Stock Purchase Plan.

How many additional shares did Zscaler (ZS) add under the 2018 Plan and ESPP?

7,915,041 shares were added to the 2018 Plan and 1,583,008 shares were added to the 2018 ESPP.

When did the 2018 Plan and 2018 ESPP share increases take effect?

The increases became effective on August 1, 2025 pursuant to the plans' evergreen provisions.

Does this filing change plan terms or require shareholder approval?

No plan amendments or shareholder approvals are disclosed; the filing documents automatic increases under existing plan provisions.

Where can I find more detail about Zscaler's disclosures referenced in this filing?

The Registration Statement incorporates Zscalers Annual Report on Form 10-K and subsequent Exchange Act filings by reference for further information.