Zscaler Employee Stock Purchase Plan

Zscaler offers a tax-qualified employee stock purchase plan under IRC Section 423. The plan lets eligible employees buy Zscaler stock at a 15.00% discount, and applies a 24-month lookback that prices the purchase off the lower of the start or end price. It runs on 24-month offering periods and allows contributions of up to 15.00% of pay.

Plan at a glance

Discount
15%
off the purchase price
Lookback
24 mo
lower of start or end price
Offering period
24 mo
4 purchases per offering
Contribution cap
15%
of pay, up to $25,000/yr

Plan details

Plan name2018 Employee Stock Purchase Plan
Effective dateMarch 16, 2018
Section 423 qualifiedYes -- tax-qualified under IRC Section 423
EligibilityEligible employees of Zscaler and designated subsidiaries
Industry segmentTech

Note: 2018 ESPP effective at IPO. 24-month offering periods comprised of four 6-month purchase periods. Purchase price = 85% of lower of FMV on last trading day prior to first day of offering period or on last trading day prior to exercise date. Section 423 qualified. Confirmed from Zscaler S-8 FY2021 and Glassdoor reviews noting 2-year price lock.

What this means for you

How enrollment works

Most ESPPs are funded through after-tax payroll deductions during an enrollment window. You choose a percentage of pay to set aside, and on the purchase date the plan buys shares on your behalf -- at a discount, and with a lookback if the plan offers one. The discount and lookback are what make an ESPP different from simply buying shares on the open market.

Hold versus sell

After shares are purchased, participants generally face a choice between selling soon after purchase or holding for a longer period. Selling quickly locks in the built-in discount but concentrates the proceeds in a single stock for less time; holding longer can change the tax treatment but adds exposure to that one company's share price. Which path makes sense depends on your overall financial picture, not on the plan terms alone.

Tax treatment, in general

For Section 423-qualified plans, the discount and any gain are taxed differently depending on how long you hold the shares -- a "qualifying disposition" (holding past statutory periods) versus a "disqualifying disposition" (selling sooner) are taxed in different ways. Non-qualified plans follow different rules. This is general educational information, not tax advice; the IRS rules are specific and your own situation determines the outcome.

Talk it through
Not sure how your ESPP fits the rest of your plan?

ESPP decisions touch your cash flow, your concentration in a single stock, and your taxes. If you'd like to think it through with someone, you can schedule a free, no-obligation conversation.

Talk to an advisor

Plan terms sourced from https://www.sec.gov/Archives/edgar/data/0001713683/000171368321000177/zs_s-8xfy2021.htm. Last updated June 12, 2026.

This page is for educational purposes only and does not constitute investment, tax, or legal advice, nor a recommendation to buy or sell any security. Employee stock purchase plan terms are drawn from public filings and plan documents and may be incomplete or out of date. You may consider consulting a qualified professional and confirming all details with your plan administrator before making decisions. Waterfall Planning is not affiliated with Zscaler.