Zscaler Inc. (Nasdaq: ZS) has announced a proposed offering of $1.5 billion in convertible senior notes due 2028. This private offering will be available to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes are senior unsecured obligations, accruing interest payable semiannually, and maturing on July 15, 2028. They are convertible into cash, shares of Zscaler's common stock, or a combination of both, at the company's discretion. Zscaler is also offering an option to initial purchasers to buy an additional $225 million in notes. The proceeds from this offering will be used for general corporate purposes and to fund capped call transactions intended to mitigate the potential stock dilution and offset cash payments exceeding the principal amount upon conversion. The interest rate and other terms will be determined at the time of pricing.