8-K
Zscaler, Inc. (ZS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
May 26, 2025
___________________________________
Zscaler, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| Delaware<br><br>(State or other jurisdiction of incorporation or organization) | 001-38413<br><br>(Commission File Number) | 26-1173892<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| 120 Holger Way<br><br>San Jose, California 95134 | ||
| (Address of principal executive offices and zip code) | ||
| (408) 533-0288 | ||
| (Registrant's telephone number, including area code) | ||
| Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
| ___________________________________ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange of which registeredCommon Stock, $0.001 Par ValueZSThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 29, 2025, Zscaler, Inc. (the "Company") issued a press release announcing its financial results for the third fiscal quarter ended April 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2025, the Company announced the appointment of Kevin Rubin, 50, as the Company’s chief financial officer. Mr. Rubin commenced employment at the Company on May 26, 2025.
Mr. Rubin was the chief financial officer of Alteryx, Inc. from April 2016 to March 2024 and interim chief executive officer from January 2024 to March 2024. Mr. Rubin then served as chief financial officer of BetterUp, Inc. from July 2024 to May 2025.
There is no arrangement or understanding between Mr. Rubin and any other persons pursuant to which Mr. Rubin was selected as an officer. Mr. Rubin does not have any family relationship with any director or executive officer of the Company. Mr. Rubin does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to his offer letter, upon joining the Company, Mr. Rubin will receive a base salary of $470,000 per year and a target annual cash bonus award opportunity under the Company’s Employee Incentive Plan equal to $470,000. In addition, the Compensation Committee of the Board of Directors approved grants to Mr. Rubin pursuant to the Company’s Amended and Restated FY2018 Equity Incentive Plan of (i) restricted stock units valued at $12,600,000 that will vest over a four-year period, (ii) performance stock units valued at $5,400,000 that vest and become exercisable upon the Company’s achievement of certain milestones to be described in the Company’s definitive proxy statement to be filed with the Securities Exchange Commission (the “SEC”) in advance of the next annual meeting of the stockholders of the Company, and (iii) 50,000 option shares that will vest over a four-year period. Each of the grants described herein will be effective on June 3, 2025.
Mr. Rubin will enter into the Company’s standard form of director and officer indemnification agreement and executive change of control and severance policies, which were filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on February 16, 2018 and Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 2, 2024, respectively. Mr. Rubin is also eligible to participate in the Company’s FY2018 Employee Stock Purchase Plan and standard company benefit programs.
The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025. A copy of the Company's press release announcing Mr. Rubin’s appointment is attached hereto as Exhibit 99.2.
Mr. Rubin succeeds Remo Canessa, who previously announced his retirement, effective as of June 2, 2025.
The information contained in Item 2.02 and Item 9.01 in this Current Report on Form 8-K, in addition to Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release datedMayzs-04302025_991.htm29, 2025 |
| 99.2 | Press release dated May 29, 2025 |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Zscaler, Inc. | ||
|---|---|---|
| May 29, 2025 | /s/ | Remo Canessa |
| Remo Canessa | ||
| Chief Financial Officer |
Document
Exhibit 99.1
Zscaler Reports Third Quarter Fiscal 2025 Financial Results
Third Quarter Highlights
•Revenue grows 23% year-over-year to $678.0 million
•Calculated billings grows 25% year-over-year to $784.5 million
•Deferred revenue grows 26% year-over-year to $1,985.0 million
•GAAP net loss of $4.1 million compared to GAAP net income of $19.1 million on a year-over-year basis
•Non-GAAP net income of $136.8 million compared to non-GAAP net income of $113.0 million on a year-over-year basis
SAN JOSE, California - May 29, 2025 - Zscaler, Inc. (Nasdaq: ZS), the leader in cloud security, today announced financial results for its third quarter of fiscal year 2025, ended April 30, 2025.
“We delivered outstanding Q3 results as an increasing number of customers adopt our expanding Zero Trust Exchange platform. We enable customers to realize Zero Trust Everywhere while lowering operational cost and complexity,” said Jay Chaudhry, Chairman and CEO of Zscaler. “The proliferation of AI in all aspects of business is increasing the need for our AI security. We empower customers to securely adopt both public GenAI apps and their own private AI apps, and we are increasing our investments in this area.”
Third Quarter Fiscal 2025 Financial Highlights
•Revenue: $678.0 million, an increase of 23% year-over-year.
•Income (loss) from operations: GAAP loss from operations was $25.4 million, or 4% of revenue, compared to $3.0 million, or 1% of revenue, in the third quarter of fiscal 2024. Non-GAAP income from operations was $146.7 million, or 22% of revenue, compared to $121.8 million, or 22% of revenue, in the third quarter of fiscal 2024.
•Net income (loss): GAAP net loss was $4.1 million, compared to GAAP net income of $19.1 million in the third quarter of fiscal 2024. Non-GAAP net income was $136.8 million, compared to $113.0 million in the third quarter of fiscal 2024.
•Net income (loss) per share, diluted: GAAP net loss per share was $0.03, compared to GAAP net income per share of $0.12 in the third quarter of fiscal 2024. Non-GAAP net income per share was $0.84, compared to $0.71 in the third quarter of fiscal 2024.
•Cash flows: Cash provided by operations was $211.1 million, or 31% of revenue, compared to $173.4 million, or 31% of revenue, in the third quarter of fiscal 2024. Free cash flow was $119.5 million, or 18% of revenue, compared to $123.1 million, or 22% of revenue, in the third quarter of fiscal 2024.
•Deferred revenue: $1,985.0 million as of April 30, 2025, an increase of 26% year-over-year.
•Cash, cash equivalents and short-term investments: $3,005.6 million as of April 30, 2025, an increase of $595.9 million from July 31, 2024.
Recent Business Highlights
•Announced the appointment of Kevin Rubin as Chief Financial Officer. Rubin brings over two decades of experience leading finance organizations at high-growth public and private companies.
•Announced the appointment of Raj Judge to the Board of Directors, and as EVP of Corporate Strategy & Ventures. Judge brings over 25 years of experience in the tech legal and venture capital space.
•In May 2025, signed a definitive agreement to acquire Red Canary, a leading managed detection and response (MDR) vendor. By combining Zscaler’s high-volume and high-quality data with Red Canary's domain expertise in MDR, Zscaler will accelerate its vision to deliver AI-powered security operations.
•Recognized as a Leader in the 2025 Gartner® Magic Quadrant™ for Security Service Edge (SSE) for the fourth year in a row.
•Positioned as a Leader in the IDC MarketScape: Worldwide Data Loss Prevention (DLP) 2025 Vendor Assessment, which offers a comprehensive evaluation of nine companies in the competitive DLP space based on detailed analysis of vendor capabilities and performance and market trajectories.
•Introduced Zscaler Asset Exposure Management, a critical foundation of the company’s broader Continuous Threat Exposure Management (CTEM) offerings. Asset Exposure Management provides organizations with a comprehensive and accurate inventory of their assets and their risk.
•Zscaler’s ThreatLabz published several research reports, including the 2025 AI Security Report, the 2025 VPN Risk Report, and the 2025 Phishing Report.
•The 2025 AI Security Report found that enterprises’ usage of AI/ML tools increased by over 3,000% in the past year, reinforcing the need to deploy Zero Trust Everywhere to stay ahead of rapidly evolving cyberthreats.
•The 2025 VPN Risk Report found that 92% of organizations are concerned about ransomware attacks due to VPN vulnerabilities, and 81% of organizations are planning to implement a zero trust everywhere strategy.
•The 2025 Phishing Report found that attackers are using GenAI to launch targeted attacks against high-impact business functions like HR and finance, making a Zero Trust + AI defense strategy mission critical for organizations.
•Announced T-Mobile modernized its infrastructure with Zscaler’s Zero Trust Exchange to provide Zero Trust security to its employees and team members whether they are in the office, at home or on the go.
•Announced the inclusion of Zscaler solutions in the AWS Marketplace for the U.S. Intelligence Community (ICMP), a curated digital catalog from Amazon Web Services (AWS) that makes it easy to discover, purchase, and deploy software packages and applications from vendors that specialize in supporting government customers.
Change in Non-GAAP Measures Presentation
Effective August 1, 2024, the beginning of our fiscal year ending July 31, 2025, we are using a long-term projected non-GAAP tax rate of 23% for the purpose of determining our non-GAAP net income and non-GAAP net income per share to provide better consistency across interim reporting periods in fiscal 2025 and beyond. Given the significant growth of our business and non-GAAP operating income, we believe this change is necessary to better reflect the performance of our business. We will continue to assess the appropriate non-GAAP tax rate on a regular basis, which could be subject to changes for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or other changes to our strategy or business operations. Prior period amounts have been recast to reflect this change.
Financial Outlook
For the fourth quarter of fiscal 2025, we expect:
•Revenue of $705 million to $707 million
•Non-GAAP income from operations of $152 million to $154 million
•Non-GAAP net income per share of approximately $0.79 to $0.80, assuming approximately 164 million fully diluted shares outstanding and a non-GAAP tax rate of 23%
For the full year of fiscal 2025, we expect:
•Revenue of approximately $2.659 billion to $2.661 billion
•Calculated billings of $3.184 billion to $3.189 billion
•Non-GAAP income from operations of $573 million to $575 million
•Non-GAAP net income per share of $3.18 to $3.19, assuming approximately 163 million fully diluted shares outstanding and a non-GAAP tax rate of 23%
These statements are forward-looking and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
Guidance for non-GAAP income from operations excludes stock-based compensation expense and related employer payroll taxes, amortization of debt issuance costs, and amortization expense of acquired intangible assets. We have not reconciled our expectations of non-GAAP income from operations and non-GAAP net income per share to their most directly comparable GAAP measures because certain items are out of our control or cannot be reasonably predicted. For those reasons, we are also unable to address the probable significance of the unavailable information, the variability of which may have a significant impact on future results. Accordingly, a reconciliation for the guidance for non-GAAP income from operations and non-GAAP net income per share is not available without unreasonable effort.
For further information regarding why we believe that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the "Explanation of Non-GAAP Financial Measures" section of this press release.
Conference Call and Webcast Information
Zscaler will host a conference call for analysts and investors to discuss its third quarter of fiscal 2025 and outlook for its fourth quarter of fiscal 2025 and full year fiscal 2025 today at 1:30 p.m. Pacific time (4:30 p.m. Eastern time).
| Date: | Thursday, May 29, 2025 |
|---|---|
| Time: | 1:30 p.m. PT |
| Webcast: | https://ir.zscaler.com |
| Dial-in: | To join by phone, register at the following link: (https://register-conf.media-server.com/register/BIa63048e1e74d49ad9d61c0370b786cbb. After registering, you will be provided with a dial-in number and a personal PIN that you will need to join the call. |
Upcoming Conferences
Fourth quarter of fiscal 2025 investor conference participation schedule:
•Bank of America 2025 Global Technology Conference in San Francisco
Thursday, June 5, 2025
•FBN 28th Semi-Annual Virtual Technology Conference (Virtual)
Friday, June 6, 2025
•2025 BMO Virtual Software Conference (Virtual)
Monday, June 9, 2025
Sessions which offer a webcast will be available on the Investor Relations section of the Zscaler website at https://ir.zscaler.com/
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding our future financial and operating performance, including our financial outlook for the fourth quarter of fiscal 2025 and full year fiscal 2025. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including but not limited to: macroeconomic influences and instability, geopolitical events, operations and financial results and the economy in general; risks related to the use of AI in our platform; our ability to identify and effectively implement the necessary changes to address execution challenges; risks associated with managing our rapid growth, including fluctuations from period to period; our limited experience with new products and subscriptions and support introductions and the risks associated with new products and subscription and support offerings, including the discovery of software bugs; our ability to attract and retain new customers; the failure to timely develop and achieve market acceptance of new products and subscriptions as well as existing products and subscription and support; rapidly evolving technological developments in the market for network security products and subscription and support offerings and our ability to remain competitive; length of sales cycles; useful lives of our assets and other estimates; and general market, political, economic and business conditions.
Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth from time to time in our filings and reports with the Securities and Exchange Commission ("SEC"), including our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2025 filed on March 10, 2025 and our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 filed on September 12, 2024, as well as future filings and reports by us, copies of which are available on our website at ir.zscaler.com and on the SEC’s website at www.sec.gov. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
Use of Non-GAAP Financial Information
We believe that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations. For further information regarding why we believe that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the “Explanation of Non-GAAP Financial Measures” section of this press release.
About Zscaler
Zscaler (Nasdaq: ZS) accelerates digital transformation so customers can be more agile, efficient, resilient, and secure. The Zscaler Zero Trust Exchange™ platform protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location. Distributed across more than 160 data centers globally, the SASE-based Zero Trust Exchange is the world’s largest in-line cloud security platform.
Zscaler™ and the other trademarks listed at https://www.zscaler.com/legal/trademarks are either (i) registered trademarks or service marks or (ii) trademarks or service marks of Zscaler, Inc. in the United States and/or other countries. Any other trademarks are the properties of their respective owners.
Investor Relations Contacts
Ashwin Kesireddy
VP, Investor Relations and Strategic Finance
(415) 798-1475
ir@zscaler.com
Natalia Wodecki
Media Relations Contact
press@zscaler.com
| ZSCALER, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations | ||||||||
| (in thousands, except per share amounts) | ||||||||
| (unaudited) | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| April 30, | April 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue | $ | 678,034 | $ | 553,201 | $ | 1,953,889 | $ | 1,574,903 |
| Cost of revenue (1) (2) | 155,978 | 118,331 | 445,938 | 346,924 | ||||
| Gross profit | 522,056 | 434,870 | 1,507,951 | 1,227,979 | ||||
| Operating expenses: | ||||||||
| Sales and marketing (1) (2) | 314,605 | 262,447 | 928,564 | 806,039 | ||||
| Research and development (1) (2) | 169,765 | 124,958 | 494,879 | 360,678 | ||||
| General and administrative (1) | 63,097 | 50,478 | 180,726 | 155,789 | ||||
| Total operating expenses | 547,467 | 437,883 | 1,604,169 | 1,322,506 | ||||
| Loss from operations | (25,411) | (3,013) | (96,218) | (94,527) | ||||
| Interest income | 31,263 | 27,570 | 92,189 | 81,897 | ||||
| Interest expense (3) | (1,966) | (2,764) | (7,448) | (9,528) | ||||
| Other income (expense), net | 677 | (927) | (4,911) | (1,967) | ||||
| Income (loss) before income taxes | 4,563 | 20,866 | (16,388) | (24,125) | ||||
| Provision for income taxes (4) | 8,688 | 1,742 | 7,512 | 18,703 | ||||
| Net income (loss) | $ | (4,125) | $ | 19,124 | $ | (23,900) | $ | (42,828) |
| Net income (loss) per share | ||||||||
| Basic | $ | (0.03) | $ | 0.13 | $ | (0.16) | $ | (0.29) |
| Diluted | $ | (0.03) | $ | 0.12 | $ | (0.16) | $ | (0.29) |
| Weighted-average shares used in computing net income (loss) per share | ||||||||
| Basic | 154,909 | 150,290 | 153,699 | 148,945 | ||||
| Diluted | 154,909 | 154,081 | 153,699 | 148,945 |
(1) Includes stock-based compensation expense and related payroll taxes as follows:
| Cost of revenue | $ | 18,262 | $ | 12,487 | $ | 51,674 | $ | 38,876 |
|---|---|---|---|---|---|---|---|---|
| Sales and marketing | 63,937 | 45,490 | 198,782 | 170,013 | ||||
| Research and development | 63,753 | 46,346 | 188,514 | 131,509 | ||||
| General and administrative | 21,857 | 17,142 | 65,769 | 59,332 | ||||
| Total | $ | 167,809 | $ | 121,465 | $ | 504,739 | $ | 399,730 |
(2) Includes amortization expense of acquired intangible assets as follows:
| Cost of revenue | $ | 3,830 | $ | 2,962 | $ | 11,320 | $ | 8,396 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales and marketing | 425 | 279 | 1,275 | 731 | ||||||||||||||
| Research and development | — | 140 | 145 | 373 | ||||||||||||||
| Total | $ | 4,255 | $ | 3,381 | $ | 12,740 | $ | 9,500 | ||||||||||
| (3) Includes amortization of debt issuance costs | $ | 984 | $ | 979 | $ | 2,947 | $ | 2,934 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | (4) Benefit from a release of valuation allowance (*) | $ | 247 | $ | — | $ | 17,435 | $ | — | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
(*) Tax benefit attributable to the release of the valuation allowance on United Kingdom (U.K.) deferred tax assets.
| ZSCALER, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets | ||||||||||||
| (in thousands) | ||||||||||||
| (unaudited) | ||||||||||||
| April 30, | July 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 1,990,890 | $ | 1,423,080 | ||||||||
| Short-term investments | 1,014,701 | 986,574 | ||||||||||
| Accounts receivable, net | 615,787 | 736,529 | ||||||||||
| Deferred contract acquisition costs | 165,752 | 148,873 | ||||||||||
| Prepaid expenses and other current assets | 128,271 | 101,561 | ||||||||||
| Total current assets | 3,915,401 | 3,396,617 | ||||||||||
| Property and equipment, net | 498,896 | 383,121 | ||||||||||
| Operating lease right-of-use assets | 71,351 | 89,758 | ||||||||||
| Deferred contract acquisition costs, noncurrent | 298,133 | 296,525 | ||||||||||
| Acquired intangible assets, net | 51,403 | 63,835 | ||||||||||
| Goodwill | 417,730 | 417,029 | ||||||||||
| Other noncurrent assets | 86,714 | 58,083 | ||||||||||
| Total assets | $ | 5,339,628 | $ | 4,704,968 | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 54,609 | $ | 23,309 | ||||||||
| Accrued expenses and other current liabilities | 84,666 | 91,708 | ||||||||||
| Accrued compensation | 155,117 | 160,810 | ||||||||||
| Deferred revenue | 1,677,895 | 1,643,919 | ||||||||||
| Convertible senior notes | 1,148,881 | 1,142,275 | ||||||||||
| Operating lease liabilities | 47,231 | 50,866 | ||||||||||
| Total current liabilities | 3,168,399 | 3,112,887 | ||||||||||
| Deferred revenue, noncurrent | 307,090 | 251,055 | ||||||||||
| Operating lease liabilities, noncurrent | 32,703 | 44,824 | ||||||||||
| Other noncurrent liabilities | 26,497 | 22,100 | ||||||||||
| Total liabilities | 3,534,689 | 3,430,866 | ||||||||||
| Stockholders’ Equity | ||||||||||||
| Common stock | 156 | 152 | ||||||||||
| Additional paid-in capital | 2,960,521 | 2,426,819 | ||||||||||
| Accumulated other comprehensive income (loss) | 16,242 | (4,789) | ||||||||||
| Accumulated deficit | (1,171,980) | (1,148,080) | ||||||||||
| Total stockholders’ equity | 1,804,939 | 1,274,102 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 5,339,628 | $ | 4,704,968 | ||||||||
| ZSCALER, INC. | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||||
| (in thousands) | ||||||||||||
| (unaudited) | ||||||||||||
| Nine Months Ended | ||||||||||||
| April 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net loss | $ | (23,900) | $ | (42,828) | ||||||||
| Adjustments to reconcile net loss to cash provided by operating activities: | ||||||||||||
| Depreciation and amortization expense | 74,101 | 47,033 | ||||||||||
| Amortization expense of acquired intangible assets | 12,740 | 9,500 | ||||||||||
| Amortization of deferred contract acquisition costs | 121,499 | 94,711 | ||||||||||
| Amortization of debt issuance costs | 2,947 | 2,934 | ||||||||||
| Non-cash operating lease costs | 47,896 | 34,913 | ||||||||||
| Stock-based compensation expense | 488,696 | 382,806 | ||||||||||
| Accretion of investments purchased at a discount | (13,862) | (14,584) | ||||||||||
| Unrealized (gains) losses on hedging transactions | (862) | 1,574 | ||||||||||
| Deferred income taxes | (17,841) | (5,769) | ||||||||||
| Other | 1,059 | 1,717 | ||||||||||
| Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||||||||||
| Accounts receivable | 120,506 | 78,406 | ||||||||||
| Deferred contract acquisition costs | (139,986) | (122,651) | ||||||||||
| Prepaid expenses, other current and noncurrent assets | (12,182) | (23,452) | ||||||||||
| Accounts payable | 28,947 | 7,520 | ||||||||||
| Accrued expenses, other current and noncurrent liabilities | (7,033) | 14,647 | ||||||||||
| Accrued compensation | (5,693) | 12,816 | ||||||||||
| Deferred revenue | 90,011 | 132,354 | ||||||||||
| Operating lease liabilities | (45,194) | (35,358) | ||||||||||
| Net cash provided by operating activities | 721,849 | 576,289 | ||||||||||
| Cash Flows from Investing Activities | ||||||||||||
| Purchases of property, equipment and other assets | (104,206) | (95,204) | ||||||||||
| Capitalized internal-use software | (62,871) | (32,453) | ||||||||||
| Payments for business acquisitions, net of cash acquired | (834) | (361,781) | ||||||||||
| Purchase of strategic investments | (786) | (2,000) | ||||||||||
| Purchases of short-term investments | (886,636) | (1,003,972) | ||||||||||
| Proceeds from maturities of short-term investments | 875,893 | 839,253 | ||||||||||
| Proceeds from sale of short-term investments | — | 47,165 | ||||||||||
| Net cash used in investing activities | (179,440) | (608,992) | ||||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Proceeds from issuance of common stock upon exercise of stock options | 3,497 | 11,287 | ||||||||||
| Proceeds from issuance of common stock under the employee stock purchase plan | 22,344 | 18,407 | ||||||||||
| Payment of deferred consideration related to business acquisitions | (440) | — | ||||||||||
| Net cash provided by financing activities | 25,401 | 29,694 | ||||||||||
| Net increase (decrease) in cash and cash equivalents | 567,810 | (3,009) | ||||||||||
| Cash and cash equivalents at beginning of period | 1,423,080 | 1,262,206 | ||||||||||
| Cash and cash equivalents at end of period | $ | 1,990,890 | $ | 1,259,197 | ||||||||
| ZSCALER, INC. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of GAAP to Non-GAAP Financial Measures | ||||||||||||
| (in thousands, except percentages) | ||||||||||||
| (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| April 30, | April 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 678,034 | $ | 553,201 | $ | 1,953,889 | $ | 1,574,903 | ||||
| Non-GAAP Gross Profit and Non-GAAP Gross Margin | ||||||||||||
| GAAP gross profit | $ | 522,056 | $ | 434,870 | $ | 1,507,951 | $ | 1,227,979 | ||||
| Add: Stock-based compensation expense and related payroll taxes | 18,262 | 12,487 | 51,674 | 38,876 | ||||||||
| Add: Amortization expense of acquired intangible assets | 3,830 | 2,962 | 11,320 | 8,396 | ||||||||
| Non-GAAP gross profit | $ | 544,148 | $ | 450,319 | $ | 1,570,945 | $ | 1,275,251 | ||||
| GAAP gross margin | 77 | % | 79 | % | 77 | % | 78 | % | ||||
| Non-GAAP gross margin | 80 | % | 81 | % | 80 | % | 81 | % | ||||
| Non-GAAP Income from Operations and Non-GAAP Operating Margin | ||||||||||||
| GAAP loss from operations | $ | (25,411) | $ | (3,013) | $ | (96,218) | $ | (94,527) | ||||
| Add: Stock-based compensation expense and related payroll taxes | 167,809 | 121,465 | 504,739 | 399,730 | ||||||||
| Add: Amortization expense of acquired intangible assets | 4,255 | 3,381 | 12,740 | 9,500 | ||||||||
| Non-GAAP income from operations | $ | 146,653 | $ | 121,833 | $ | 421,261 | $ | 314,703 | ||||
| GAAP operating margin | (4) | % | (1) | % | (5) | % | (6) | % | ||||
| Non-GAAP operating margin | 22 | % | 22 | % | 22 | % | 20 | % | ||||
| ZSCALER, INC. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of GAAP to Non-GAAP Financial Measures | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||
| (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| April 30, | April 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Non-GAAP Net Income per Share, Diluted | ||||||||||||
| GAAP net income (loss) | $ | (4,125) | $ | 19,124 | $ | (23,900) | $ | (42,828) | ||||
| Add: GAAP provision for income taxes | 8,688 | 1,742 | 7,512 | 18,703 | ||||||||
| GAAP income (loss) before income taxes | 4,563 | 20,866 | (16,388) | (24,125) | ||||||||
| Add: | ||||||||||||
| Stock-based compensation expense and related payroll taxes | 167,809 | 121,465 | 504,739 | 399,730 | ||||||||
| Amortization expense of acquired intangible assets | 4,255 | 3,381 | 12,740 | 9,500 | ||||||||
| Amortization of debt issuance costs | 984 | 979 | 2,947 | 2,934 | ||||||||
| Non-GAAP net income before income taxes | 177,611 | 146,691 | 504,038 | 388,039 | ||||||||
| Non-GAAP provision for income taxes (1) | 40,844 | 33,739 | 115,927 | 89,249 | ||||||||
| Non-GAAP net income | $ | 136,767 | $ | 112,952 | $ | 388,111 | $ | 298,790 | ||||
| GAAP provision for income taxes | $ | 8,688 | $ | 1,742 | $ | 7,512 | $ | 18,703 | ||||
| Add: Income tax and other tax adjustments (2) | 32,156 | 31,997 | 108,415 | 70,546 | ||||||||
| Non-GAAP provision for income taxes (1) | $ | 40,844 | $ | 33,739 | $ | 115,927 | $ | 89,249 | ||||
| Non-GAAP effective tax rate (1) | 23 | % | 23 | % | 23 | % | 23 | % | ||||
| Non-GAAP net income | $ | 136,767 | $ | 112,952 | $ | 388,111 | $ | 298,790 | ||||
| Add: Non-GAAP interest expense, net of tax related to the convertible senior notes | 276 | 276 | 828 | 828 | ||||||||
| Numerator used in computing non-GAAP net income per share, diluted | $ | 137,043 | $ | 113,228 | $ | 388,939 | $ | 299,618 | ||||
| GAAP net income (loss) per share, diluted | $ | (0.03) | $ | 0.12 | $ | (0.16) | $ | (0.29) | ||||
| Stock-based compensation expense and related payroll taxes | 1.03 | 0.76 | 3.10 | 2.51 | ||||||||
| Amortization expense of acquired intangible assets | 0.03 | 0.02 | 0.08 | 0.06 | ||||||||
| Amortization of debt issuance costs | 0.01 | 0.01 | 0.02 | 0.02 | ||||||||
| Income tax and other tax adjustments (2) | (0.20) | (0.20) | (0.67) | (0.44) | ||||||||
| Non-GAAP interest expense, net of tax related to the convertible senior notes | — | — | 0.01 | 0.01 | ||||||||
| Adjustment to total fully diluted earnings per share (3) | — | — | 0.01 | 0.01 | ||||||||
| Non-GAAP net income per share, diluted | $ | 0.84 | $ | 0.71 | $ | 2.39 | $ | 1.88 | ||||
| Weighted-average shares used in computing GAAP net income (loss) per share, diluted | 154,909 | 154,081 | 153,699 | 148,945 | ||||||||
| Add: Outstanding potentially dilutive equity incentive awards | 2,812 | — | 3,113 | 4,306 | ||||||||
| Add: Convertible senior notes | 7,626 | 7,626 | 7,626 | 7,626 | ||||||||
| Less: Antidilutive impact of capped call transactions (4) | (1,946) | (2,050) | (1,656) | (1,539) | ||||||||
| Weighted-average shares used in computing non-GAAP net income per share, diluted | 163,401 | 159,657 | 162,782 | 159,338 |
___________
(1) Effective August 1, 2024, the beginning of our fiscal year ending July 31, 2025, we are using a long-term projected non-GAAP tax rate of 23% for the purpose of determining our non-GAAP net income and non-GAAP net income per share to provide better consistency across interim reporting periods in fiscal 2025 and beyond. Given the significant growth of our business and non-GAAP operating income, we believe this change is necessary to better reflect the
performance of our business. We will continue to assess the appropriate non-GAAP tax rate on a regular basis, which could be subject to changes for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or other changes to our strategy or business operations. Prior period amounts have been recast to reflect this change.
(2) Consists of income tax adjustments related to our long-term non-GAAP effective tax rate of 23%. In the three and nine months ended April 30, 2025, we recognized a tax benefit of $0.2 million and $17.4 million, respectively, attributable to the release of the valuation allowance on U.K. deferred tax assets.
(3) The sum of the fully diluted earnings per share impact of individual reconciling items may not total to fully diluted non-GAAP net income per share due to the weighted-average shares used in computing the GAAP net loss per share differs from the weighted-average shares used in computing the non-GAAP net income per share, and due to rounding of the individual reconciling items. The GAAP net loss per share calculation uses a lower share count as it excludes potentially dilutive shares, which are included in calculating the non-GAAP net income per share.
(4) We exclude the in-the-money portion of the convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our capped call transactions. Our outstanding capped call transactions are antidilutive under GAAP but are expected to mitigate the dilutive effect of the convertible senior notes and therefore are included in the calculation of non-GAAP diluted shares outstanding. The capped calls have an antidilutive impact when the average stock price of our common stock in a given period is higher than their exercise price.
| ZSCALER, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of GAAP to Non-GAAP Financial Measures | ||||||||||||
| (in thousands, except percentages) | ||||||||||||
| (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| April 30, | April 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Calculated Billings | ||||||||||||
| Revenue | $ | 678,034 | $ | 553,201 | $ | 1,953,889 | $ | 1,574,903 | ||||
| Add: Total deferred revenue, end of period | 1,984,985 | 1,577,014 | 1,984,985 | 1,577,014 | ||||||||
| Less: Total deferred revenue, beginning of period | (1,878,505) | (1,502,175) | (1,894,974) | (1,439,676) | ||||||||
| Calculated billings | $ | 784,514 | $ | 628,040 | $ | 2,043,900 | $ | 1,712,241 | ||||
| Free Cash Flow | ||||||||||||
| Net cash provided by operating activities | $ | 211,081 | $ | 173,414 | $ | 721,849 | $ | 576,289 | ||||
| Less: Purchases of property, equipment and other assets | (72,163) | (35,651) | (104,206) | (95,204) | ||||||||
| Less: Capitalized internal-use software | (19,455) | (14,637) | (62,871) | (32,453) | ||||||||
| Free cash flow | $ | 119,463 | $ | 123,126 | $ | 554,772 | $ | 448,632 | ||||
| Free Cash Flow Margin | ||||||||||||
| Net cash provided by operating activities, as a percentage of revenue | 31 | % | 31 | % | 37 | % | 37 | % | ||||
| Less: Purchases of property, equipment and other assets, as a percentage of revenue | (10) | % | (6) | % | (6) | % | (6) | % | ||||
| Less: Capitalized internal-use software, as a percentage of revenue | (3) | % | (3) | % | (3) | % | (3) | % | ||||
| Free cash flow margin | 18 | % | 22 | % | 28 | % | 28 | % |
ZSCALER, INC.
Explanation of Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, as it has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In particular, free cash flow is not a substitute for cash provided by operating activities. Additionally, the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation of our historical non-GAAP financial measures to their most directly comparable financial measures stated in accordance with GAAP has been included in this press release. Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures and key metrics as analytical tools. Investors are encouraged to review these reconciliations, and not to rely on any single financial measure to evaluate our business.
Expenses Excluded from Non-GAAP Measures
Stock-based compensation expense is excluded primarily because it is a non-cash expense that management believes is not reflective of our ongoing operational performance. Employer payroll taxes related to stock-based compensation, which is a cash expense, are excluded because these are tied to the timing and size of the exercise or vesting of the underlying equity incentive awards and the price of our common stock at the time of vesting or exercise, which may vary from period to period independent of the operating performance of our business. Amortization expense of acquired intangible assets and amortization of debt issuance costs from the convertible senior notes are excluded because these are non-cash expenses and are not reflective of our ongoing operational performance.
Effective August 1, 2024, the beginning of our fiscal year ending July 31, 2025, we are using a long-term projected non-GAAP tax rate of 23% for the purpose of determining our non-GAAP net income and non-GAAP net income per share to provide better consistency across interim reporting periods. Given the significant growth of our business and non-GAAP operating income, we believe this change is necessary to better reflect the performance of our business. We will continue to assess the appropriate non-GAAP tax rate on a regular basis, which could be subject to changes for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or other changes to our strategy or business operations. Prior period amounts have been recast to reflect this change.
Non-GAAP Financial Measures
Non-GAAP Gross Profit and Non-GAAP Gross Margin. We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and related employer payroll taxes and amortization expense of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
Non-GAAP Income from Operations and Non-GAAP Operating Margin. We define non-GAAP income from operations as GAAP loss from operations excluding stock-based compensation expense and related employer payroll taxes and amortization expense of acquired intangible assets. We define non-GAAP operating margin as non-GAAP income from operations as a percentage of revenue.
Non-GAAP Net Income per Share, Diluted. We define non-GAAP net income as GAAP net income (loss) excluding stock-based compensation expense and related employer payroll taxes, amortization expense of acquired intangible assets, amortization of debt issuance costs, and the non-GAAP provision for income taxes adjustment. We define non-GAAP net income per share, diluted, as non-GAAP net income plus the non-GAAP interest expense related to the convertible senior notes divided by the weighted-average diluted shares outstanding, which includes the effect of potentially diluted common stock equivalents outstanding during the period and the anti-dilutive impact of the capped call transactions entered into in connection with the convertible senior notes.
Calculated Billings. We define calculated billings as revenue plus the change in deferred revenue in a period. Calculated billings in any particular period aims to reflect amounts invoiced for subscriptions to access our cloud platform, together with related support services for our new and existing customers. We typically invoice our customers annually in advance, and to a lesser extent quarterly in advance, monthly in advance or multi-year in advance.
Free Cash Flow and Free Cash Flow Margin. We define free cash flow as net cash provided by operating activities less purchases of property, equipment and other assets and capitalized internal-use software. We define free cash flow margin as free cash flow divided by revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity
that provide information to management and investors about the amount of cash generated from our operations that, after the investments in property, equipment and other assets and capitalized internal-use software, can be used for strategic initiatives.
14
Document
Exhibit 99.2
Kevin Rubin Joins Zscaler as Chief Financial Officer to Drive Continued Growth
SAN JOSE, Calif., May 29, 2025 -- Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, today announced the appointment of Kevin Rubin as Chief Financial Officer. In his role, Rubin will oversee Zscaler’s global finance organization and play a critical role in scaling the company's operations to support its next phase of growth and innovation.
Rubin brings a wealth of financial expertise and strategic leadership experience in the technology industry, with a strong track record of driving operational excellence, managing business transformations, and delivering shareholder value. He will succeed Remo Canessa, who announced his intention to retire last year. Canessa will remain with Zscaler until the end of the fiscal year 2025 in an advisory capacity to support the transition.
"I am thrilled to welcome Kevin to the Zscaler leadership team during this transformative era of growth," said Jay Chaudhry, Chairman and CEO of Zscaler. "As organizations around the globe embrace AI security and Zero Trust Everywhere for their digital transformation journeys, Kevin's exceptional financial expertise, industry depth, and leadership at scale will be pivotal in driving Zscaler towards $5 billion and beyond in Annual Recurring Revenue. His proven CFO experience will be instrumental as we empower businesses to reimagine secure cloud adoption, harness AI-driven innovation, and shape the future of cybersecurity. I look forward to collaborating closely with Kevin to achieve our goals and further strengthen Zscaler’s leadership in the market."
Rubin brings over two decades of experience leading finance organizations at high-growth public and private companies. Prior to Zscaler he was CFO at BetterUp, where he guided the company’s financial strategy and operational scale. Before that, Rubin served as CFO at Alteryx, where he was responsible for global financial operations, investor relations, corporate development and ventures, real estate, and workplace services. Rubin led the company's successful IPO, and under his leadership, the company’s Annual Recurring Revenue grew to $1 billion. Previously, Rubin served as CFO at MSC Software, Pictage, DDN Storage and MRV Communications, honing a diverse skill set in financial strategy, operations, compliance, and investor relations.
“Zscaler is driving a major paradigm shift in cybersecurity with its unique Zero Trust platform which enables organizations to digitally transform their operations and securely adopt AI for productivity and efficiency gains,” said Kevin Rubin. “I am excited to join such a dynamic and innovative company and look forward to collaborating with the team to advance Zscaler’s mission.”
Forward-Looking Statements
This press release contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. These forward-looking statements include the potential impact of the executive appointment to Zscaler's future recurring revenue and ability to grow and scale. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. A significant number of factors could cause actual results to differ materially from statements made in this press release. Additional risks and uncertainties are set forth in our most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on March 10, 2025, which is available on our website at ir.zscaler.com and on the SEC's website at www.sec.gov. Any forward-looking statements in this release are based on the limited information currently available to Zscaler as of the date hereof, which is subject to change, and Zscaler will not necessarily update the information, even if new information becomes available in the future.
About Zscaler
Zscaler (NASDAQ: ZS) accelerates digital transformation so customers can be more agile, efficient, resilient, and secure. The Zscaler Zero Trust Exchange protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location. Distributed across more than 150 data centers globally, the SASE-based Zero Trust Exchange is the world’s largest in-line cloud security platform.
Zscaler™, Zscaler Zero Trust Exchange™, Zscaler Internet Access™, and Zscaler Private Access™, ZIA™, and ZPA™ and Zscaler B2B™ are either (i) registered trademarks or service marks or (ii) trademarks or service marks of Zscaler, Inc. in the United States and/or other countries. Any other trademarks are the properties of their respective owners.
Media Relations Contact:
Nick Gonzalez
press@zscaler.com
Investor Relations Contact:
Ashwin Kesireddy
ir@zscaler.com