Zscaler, Inc. — Proxy Solicitation & Information Statement 2025

Nov 21, 2025

DEFA14A 1 ef20059813_defa14a.htm DEFA14A Licensed to: Broadridge Financial Solution Inc. Document created using Broadridge PROfile 25.10.1.5333 Copyright 1995 - 2025 Broadridge

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

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Zscaler, Inc.

(Name of Registrant as Specified In Its Charter)

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Your Vote Counts! Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V81501-P39772 ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CALIFORNIA 95134 ZSCALER, INC. Fiscal 2025 Annual Meeting Vote by January 11, 2026 11:59 PM ET You invested in ZSCALER, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on January 12, 2026. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to December 29, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote Virtually at the Meeting January 12, 2026 1:00 p.m., Pacific Time Virtually at: www.virtualshareholdermeeting.com/ZS2026

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. 1. To elect three Class II directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. For Nominees: Andrew Brown Scott Darling David Schneider 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending July 31, 2026. For 3. To approve on a non-binding, advisory basis, the compensation of our named executive officers. For 4. To approve on a non-binding, advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. 1 Year 5. To vote on a non-binding stockholder proposal requesting the declassification of our board of directors. Against NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting Items Board Recommends V81502-P39772