Zscaler priced $1.5 billion senior notes in private offering, with capped call transactions

From GlobeNewswire: 2025-07-01 00:24:00

Zscaler, Inc. announced the pricing of $1.5 billion in convertible senior notes due 2028 in a private offering to qualified institutional buyers. The notes will not accrue regular interest and will mature on July 15, 2028, with an initial conversion price of approximately $439.52 per share. Net proceeds from the offering are estimated to be approximately $1.48 billion, with intended use for general corporate purposes. Zscaler also entered into capped call transactions to reduce potential dilution and offset cash payments. The notes are being offered only to qualified institutional buyers.

The offering is expected to close on July 3, 2025, and Zscaler will use the net proceeds for general corporate purposes, including working capital, capital expenditures, and potential acquisitions and strategic transactions. The capped call transactions are expected to reduce potential dilution to Zscaler’s common stock upon conversion of notes. Zscaler has been advised that the option counterparties may engage in various derivative transactions with respect to Zscaler’s common stock. The notes are being offered and sold to qualified institutional buyers through a private offering memorandum.

This press release contains forward-looking statements concerning the capped call transactions and the use of proceeds from the offering. Actual results may differ from Zscaler’s expectations due to risks and uncertainties. Zscaler’s forward-looking statements are subject to risks and uncertainties described in filings with the Securities and Exchange Commission. Zscaler disclaims any obligation to update forward-looking statements. Investors may contact Vice President of Investor Relations & Strategic Finance, Ashwin Kesireddy, at [email protected] for more information. Media inquiries can be directed to Nick Gonzalez, Sr. Manager of Media Relations, at [email protected].



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