Skip to content
AnalystLens

ZS · Zscaler

62 filings

8-K

ZS 8-K Current Reports

Zscaler - 62 current reports

Filing record · 2018–202610-K910-Q258-K62

ZS filed 9 annual reports (10-K), 25 quarterly reports (10-Q) and 62 current reports (8-K) between 2018 and 2026.

  1. Leadership change8-K · May ’20May ’20
  2. Leadership change8-K · Jan ’22Jan ’22
  3. FY2025 annual report10-K · Sep ’25Sep ’25
Showing 1-50 of 62 filings
8-K
Regulation FDExhibits & Filings

Zscaler 8-K Report, Regulation FD Disclosure (Oct 6, 2026)

Zscaler, Inc. (Nasdaq: ZS) filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) on October 6, 2026, to announce its 2026 Investor Day, held that day in New York City with a presentation at 8:30 a.m. Eastern Time. Management, including CEO Jay Chaudhry, CFO Kevin Rubin, Chief Product Officer Adam Geller, Chief Revenue Officer Ross Tackett, and EVP of AI & Data Security Dhawal Sharma, was slated to discuss strategy, platform innovation, go-to-market priorities, and long-term growth drivers. The event was available as a live webcast with a replay on the investor relations website. The filing's press release (Exhibit 99.1) states that the company reaffirmed its first quarter and full fiscal 2027 guidance, previously provided on September 3, 2026. The reaffirmed guidance calls for first quarter fiscal 2027 revenue of $935 million to $939 million, approximately 19% year-over-year growth, and non-GAAP income from operations of $215 million to $217 million. For the full fiscal year, the company expects revenue of approximately $3.908 billion to $3.938 billion, ARR of $4.396 billion to $4.426 billion, non-GAAP income from operations of $924 million to $932 million, and a free cash flow margin of approximately 23.0% to 23.5%. The CEO tied the company's outlook to agentic AI and reiterated a $10 billion ARR target. The guidance was reaffirmed rather than revised, so the filing contains no change to prior expectations. The press release also notes that the company did not reconcile non-GAAP guidance to GAAP measures, citing items that cannot be reasonably predicted. The information in Exhibit 99.1 is furnished and not deemed filed under Section 18 of the Exchange Act.

Oct 6, 20268-K
Leadership Changes

Zscaler 8-K Report, Executive Changes (Sep 24, 2026)

Zscaler, Inc. (NASDAQ: ZS) filed an 8-K on September 24, 2026 to report a senior leadership change in its revenue organization. The company is promoting Ross Tackett, its Head of Worldwide Sales, to Chief Revenue Officer effective October 1, 2026. He succeeds Mike Rich, who is stepping down as an officer effective the same date for personal reasons. Rich will remain with the company as a strategic advisor through December 31, 2026. Under the company's Change of Control and Severance Policy, the company expects Mr. Rich to receive certain severance benefits in connection with his departure. The filing references that policy as previously filed with an 8-K dated December 2, 2024. Tackett will lead global revenue operations, the sales organization, the strategic partner ecosystem, and go-to-market execution. The press release describes him as having been with the company for three years and having prior sales leadership roles at ServiceNow and Dell. The announcement is framed around the company's Zero Trust Exchange platform and its continued focus on enterprise modernization.

Sep 24, 20268-K
Earnings & ResultsFinancial EventsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 3, 2026)

Zscaler, Inc. (ZS) reported fourth quarter and fiscal 2026 results for the period ended July 31, 2026, in a press release furnished as Exhibit 99.1. Revenue grew 25% year over year to $898.2 million in the fourth quarter and 25% to $3,353 million for the full year. Excluding the acquisition of Red Canary, which contributed ARR of $141 million, ARR grew 20% to $3,630 million, and net new ARR grew 17%. Fourth-quarter GAAP loss from operations narrowed to $15.5 million from $32.2 million a year earlier, while non-GAAP operating margin reached a record 24%. Free cash flow fell to $60.8 million from $171.9 million, reflecting capital expenditures and capitalized internal-use software of $218.5 million, compared with $78.7 million in the prior-year quarter. The company also announced on September 1, 2026 a restructuring plan to reduce worldwide headcount by approximately 3%, reallocating resources to support its AI and growth initiatives. Management expects aggregate non-recurring charges of approximately $30.0 million to $33.0 million, primarily employee severance and benefit costs, with most recognized in the first half of fiscal 2027. For fiscal 2027, Zscaler guided to revenue of approximately $3.908 billion to $3.938 billion, ARR of $4.396 billion to $4.426 billion, and non-GAAP income from operations of $924 million to $932 million, with free cash flow margin of approximately 23.0% to 23.5%. The company also adopted a long-term non-GAAP tax rate of 21%, down from 23%, applied prospectively, which supports its non-GAAP net income per share guidance of $4.86 to $4.90.

Sep 3, 20268-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (May 26, 2026)

Zscaler, Inc. reported third-quarter fiscal 2026 results for the quarter ended April 30, 2026. Revenue grew 25% year-over-year to $850.5 million, and Annual Recurring Revenue (ARR) grew 25% to $3,525 million. Excluding the Red Canary acquisition, which contributed ARR of $127 million, ARR grew 21% to $3,398 million and net new ARR grew 14%. GAAP loss from operations was $29.6 million, compared to $25.4 million a year earlier, while non-GAAP income from operations was $195.8 million, or 23% of revenue. GAAP net loss widened to $13.9 million from $4.1 million, and non-GAAP net income per diluted share was $1.08, compared to $0.84. Operating cash flow was $198.0 million, compared to $211.1 million, and free cash flow was $136.0 million, compared to $119.5 million. The company raised its full-year fiscal 2026 guidance for ARR, revenue, non-GAAP income from operations and non-GAAP net income per share. Full-year ARR is now expected at $3.740 billion to $3.749 billion, revenue at approximately $3.3295 billion to $3.3325 billion, and non-GAAP net income per share at $4.10 to $4.11. The free cash flow margin outlook was lowered to approximately 22.8% to 23.3% from 26.5% to 27%, which the company attributes to capital expenditures in the high single-digits as a percent of revenue. Effective August 1, 2025, the company adopted a long-term projected non-GAAP tax rate of 21%, down from 23%, applied prospectively. This change affects the comparability of non-GAAP per-share results with prior periods. On the balance sheet, goodwill rose to $1,094.4 million from $417.7 million at fiscal year-end 2025, and acquired intangible assets rose to $191.7 million from $47.3 million. Cash and cash equivalents fell to $982.1 million from $2,389.0 million, while short-term investments increased to $2,557.0 million from $1,183.4 million. Nine-month payments for business acquisitions totaled $770.0 million. The filing also announces the intent to acquire Symmetry Systems and lists several partnerships and government certifications, including Provisional Authorization at Impact Level 5 for Zscaler Internet Access.

May 26, 20268-K
Leadership Changes

Zscaler 8-K Report, Executive Changes (Apr 16, 2026)

Zscaler, Inc. (ZS) filed a Form 8-K on April 16, 2026 under Item 5.02 to report the departure of Raj Judge, its EVP of Corporate Strategy. Mr. Judge informed the Company of his resignation on April 15, 2026. He resigned as an officer of the Company effective April 15, 2026, and his departure from the company itself is effective July 31, 2026. In addition, Mr. Judge resigned as a member of the Board of Directors effective April 15, 2026. The filing states that his board resignation is not the result of any disagreements with the Company on any matter, including relating to its operations, policies or practices. In connection with his departure, the Company expects Mr. Judge to receive certain severance benefits under its Change of Control and Severance Policy, which was previously filed as an exhibit to a Form 8-K filed on December 2, 2024. The filing does not quantify these severance benefits.

Apr 16, 20268-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Feb 26, 2026)

Zscaler, Inc. (Nasdaq: ZS) reported second-quarter fiscal 2026 results for the quarter ended January 31, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue grew 26% year-over-year to $815.8 million, and Annual Recurring Revenue (ARR) grew 25% to $3,359 million. The company stated that ARR grew 21% excluding the contribution from the Red Canary acquisition. GAAP net loss was $34.3 million, or $0.21 per diluted share, compared with a net loss of $7.7 million, or $0.05 per share, a year earlier. Non-GAAP net income per share was $1.01, compared with $0.78 in the prior-year quarter, and non-GAAP operating margin was 22%. Management raised full-year fiscal 2026 guidance. ARR is now expected at $3.730 billion to $3.745 billion (growth of 24%), up from $3.698 billion to $3.718 billion. Revenue guidance is approximately $3.309 billion to $3.322 billion, up from $3.282 billion to $3.301 billion. Non-GAAP income from operations is now $742 million to $748 million, and non-GAAP net income per share is $3.99 to $4.02, up from $3.78 to $3.82. For the third quarter, the company guided to revenue of $834 million to $836 million and non-GAAP net income per share of approximately $1.00 to $1.01. The company also adopted a long-term projected non-GAAP tax rate of 21%, down from 23%, effective August 1, 2025. During the first quarter of fiscal 2026, Zscaler closed the acquisitions of Red Canary and SPLX for an aggregate purchase price of $692.0 million. Cash, cash equivalents and short-term investments totaled $3,512.8 million at January 31, 2026, a decrease of $59.7 million from July 31, 2025. Operating cash flow for the quarter was $204.1 million and free cash flow was $169.1 million.

Feb 26, 20268-K
Shareholder Matters

Zscaler 8-K Report, Shareholder Vote Results (Jan 15, 2026)

Zscaler, Inc. filed a Form 8-K under Item 5.07 to report the final voting results from its annual meeting of stockholders, held January 12, 2026. Stockholders elected Andrew Brown, Scott Darling, and David Schneider as Class II directors, each to serve until the 2028 annual meeting. Brown received 117,498,429 votes for and 13,245,344 withheld, Darling received 95,048,836 for and 35,694,937 withheld, and Schneider received 106,925,494 for and 23,818,279 withheld, with 10,889,277 broker non-votes recorded for each nominee. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with 139,804,688 votes for, 1,394,486 against, and 433,876 abstaining. On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 121,495,313 votes for, 8,828,704 against, and 419,756 abstaining. For the frequency of future say-on-pay votes, 128,651,727 votes favored every one year, and the Company will hold these advisory votes annually, consistent with the Board's recommendation. This policy remains in effect until the next frequency vote, which must occur no later than the 2031 annual meeting. A non-binding stockholder proposal to declassify the Board was approved, with 67,004,992 votes for, 63,181,797 against, and 556,984 abstaining, and 10,889,277 broker non-votes.

Jan 15, 20268-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Nov 25, 2025)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its first fiscal quarter of 2026, ended October 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K dated November 25, 2025. Revenue rose 26% year-over-year to $788.1 million, Annual Recurring Revenue grew 26% to $3,204 million, and deferred revenue grew 32% to $2,351.3 million. The company posted a GAAP net loss of $11.6 million, compared with $12.1 million a year earlier, while non-GAAP net income rose to $159.5 million from $124.3 million. Cash provided by operations was $448.3 million and free cash flow was $413.3 million, or 52% of revenue. During the quarter Zscaler closed its acquisitions of Red Canary Inc. and SPLXAI Inc. for an aggregate purchase price of $692.0 million. Cash, cash equivalents and short-term investments totaled $3,321.3 million at October 31, 2025, a decrease of $251.1 million from July 31, 2025. Goodwill rose to $994.5 million from $417.7 million, and acquired intangible assets rose to $215.3 million from $47.3 million, reflecting the acquisitions. For the second quarter of fiscal 2026, the company guided to revenue of $797 million to $799 million and non-GAAP income from operations of $172 million to $174 million. For full-year fiscal 2026, it expects ARR of $3.698 billion to $3.718 billion, revenue of approximately $3.282 billion to $3.301 billion, and non-GAAP income from operations of $732 million to $740 million. The company also adopted a long-term non-GAAP tax rate of 21%, down from 23%, effective August 1, 2025.

Nov 25, 20258-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 2, 2025)

Zscaler, Inc. reported financial results for its fourth fiscal quarter and fiscal year ended July 31, 2025, in a press release dated September 2, 2025 (Exhibit 99.1). For the quarter, revenue was $719.2 million, up 21% year-over-year, and Annual Recurring Revenue reached $3,015 million, up 22%. Calculated billings grew 32% to $1,202.3 million and deferred revenue grew 30% to $2,468.0 million. GAAP net loss was $17.6 million versus $14.9 million a year earlier, while non-GAAP net income rose to $146.7 million from $115.8 million. For fiscal 2025, revenue was $2,673.1 million, up 23%, with GAAP net loss of $41.5 million (versus $57.7 million) and non-GAAP net income of $534.8 million (versus $414.6 million). Operating cash flow for the year was $972.5 million and free cash flow was $726.7 million. The company highlighted its July 2025 issuance of $1,725.0 million of 2028 convertible senior notes (net cash proceeds of $1,700.0 million), which it used alongside cash to fully repay $1,150.0 million of 2025 notes. Cash, cash equivalents and short-term investments were $3,572.4 million at July 31, 2025. Business highlights included the acquisition of Red Canary and the launch of AI security offerings such as Zscaler AI Guard. For fiscal 2026, management guided to first-quarter revenue of $772 million to $774 million and full-year revenue of approximately $3.265 billion to $3.284 billion, with full-year ARR of $3.676 billion to $3.698 billion and non-GAAP net income per share of $3.64 to $3.68.

Sep 2, 20258-K
Material AgreementsFinancial EventsSecurities & Listing+2

Zscaler 8-K Report, Material Agreement (Jul 3, 2025)

On July 3, 2025, Zscaler, Inc. issued $1.725 billion aggregate principal amount of 0.00% Convertible Senior Notes due July 15, 2028 under an Indenture with U.S. Bank Trust Company, National Association, as trustee. The offering was sold to qualified institutional buyers under Rule 144A and included the initial purchasers' exercised option for an additional $225.0 million of notes. The Notes carry no regular interest, do not accrete, and are senior unsecured obligations. Zscaler may not redeem them before maturity, and holders have a put right at 100% of principal plus accrued special interest upon a fundamental change. The initial conversion rate is 2.2752 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $439.52 per share. Zscaler may settle conversions in cash, shares, or a combination, at its election. Holders may convert before April 15, 2028 only under specified circumstances, including stock price conditions tied to 130% of the conversion price and trading price conditions, and may convert freely from April 15, 2028 until the second scheduled trading day before maturity. Zscaler estimates net proceeds of approximately $1.70 billion and used about $197.0 million to pay for capped call transactions, which cover the shares underlying the Notes and carry a cap price of $784.85 per share. The remaining proceeds are intended for general corporate purposes, including working capital, capital expenditures, and potential acquisitions and strategic transactions.

Jul 3, 20258-K
Leadership Changes

Zscaler 8-K Report, Executive Changes (Jun 23, 2025)

Zscaler, Inc. (ZS) filed a Current Report on Form 8-K on June 23, 2025, under Item 5.02 to disclose the departure of Syam Nair, the Company's Chief Technology Officer. The departure is effective July 4, 2025. The filing states that, in connection with Mr. Nair's departure, the Company expects him to receive certain benefits under the Company's Change of Control and Severance Policy, which was previously filed as an exhibit to the Company's Form 8-K filed December 2, 2024. The filing does not quantify the benefits. The filing contains no financial results, guidance, or other operational information. For investors, the primary takeaway is the executive transition at the CTO level and the expected severance-related benefits under an existing policy.

Jun 23, 20258-K
Leadership Changes

Zscaler 8-K Report, Executive Changes (Jun 13, 2025)

On June 9, 2025, Zscaler, Inc. entered into a Transition Agreement and Release with Remo Canessa in connection with his previously disclosed retirement. Under the agreement, Mr. Canessa will remain an at-will employee through December 31, 2025 (the "Transition Period") to support the transition to the Company's new chief financial officer. During the Transition Period, Mr. Canessa will continue to receive his current regular base salary, receive a bonus for the second half of the 2025 Fiscal Year, continue vesting under applicable equity plans, and remain eligible for available Company benefit plans, unless otherwise noted in the agreement. After the Transition Period, the parties intend to enter into a Separation Agreement and Release. In exchange for a release of claims, the Company would pay Mr. Canessa a lump sum of $750,000, less applicable withholdings, and accelerate the vesting of 28,774 restricted stock units previously granted to him. The filing states that a copy of the Transition Agreement will be filed with the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

Jun 13, 20258-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Zscaler 8-K Report, Financial Results (May 29, 2025)

Zscaler, Inc. (ZS) filed an 8-K on May 29, 2025 reporting results for its third fiscal quarter ended April 30, 2025, and announcing the appointment of Kevin Rubin as Chief Financial Officer, succeeding Remo Canessa, who is retiring effective June 2, 2025. Revenue for the quarter was $678.0 million, up 23% year-over-year, with calculated billings of $784.5 million (up 25%) and deferred revenue of $1,985.0 million (up 26%). GAAP net loss was $4.1 million, compared with GAAP net income of $19.1 million a year earlier, while non-GAAP net income rose to $136.8 million from $113.0 million. Non-GAAP net income per diluted share was $0.84, versus $0.71 in the prior-year quarter. Free cash flow was $119.5 million, or 18% of revenue, compared with $123.1 million, or 22%, a year earlier. The company also updated its guidance. For the fourth quarter of fiscal 2025 it expects revenue of $705 million to $707 million and non-GAAP net income per share of approximately $0.79 to $0.80. For full-year fiscal 2025 it expects revenue of approximately $2.659 billion to $2.661 billion and non-GAAP net income per share of $3.18 to $3.19. Effective August 1, 2024, Zscaler moved to a long-term projected non-GAAP tax rate of 23%, and prior periods were recast to reflect this change. Other disclosures include the pending acquisition of Red Canary, a managed detection and response vendor, which the company agreed to in May 2025, and the appointment of Raj Judge to the Board of Directors and as EVP of Corporate Strategy & Ventures. Rubin's compensation package includes a $470,000 base salary, a $470,000 target annual cash bonus, restricted stock units valued at $12.6 million, performance stock units valued at $5.4 million, and 50,000 option shares, with grants effective June 3, 2025.

May 29, 20258-K
Leadership ChangesExhibits & Filings

Zscaler 8-K Report, Executive Changes (May 23, 2025)

Zscaler, Inc. (NASDAQ: ZS) filed a Form 8-K on May 23, 2025 to report that its Board of Directors, effective May 20, 2025, expanded the Board from eight to nine members and appointed Raj Judge, the Company's Executive Vice President, Corporate Strategy and Ventures, as a Class III director. His term expires at the annual meeting of stockholders for the fiscal year ending July 31, 2026. Mr. Judge will receive no compensation for his Board service and will enter into the Company's standard director indemnification agreement. The filing also discloses that Mr. Judge previously worked at Wilson Sonsini Goodrich and Rosati, Professional Corporation, which serves as outside corporate counsel to the Company. The Company states that it incurred legal services expenses in excess of $120,000 during the fiscal year ended July 31, 2024, and that such arrangements were entered into in the ordinary course of business on an arms-length basis. The filing states there is no arrangement or understanding under which Mr. Judge was selected as a director and no family relationships with directors or executive officers. According to the attached press release (Exhibit 99.1, dated May 21, 2025), Mr. Judge will lead growth strategy, business development, and venture investment initiatives, with the stated goal of driving Zscaler to $5 billion in ARR and beyond. The release describes his background of over 25 years in tech legal and venture capital, including serving as Senior Partner and Co-Chair of Wilson Sonsini's Emerging Companies and Venture Capital practice.

May 23, 20258-K
Material AgreementsFinancial Events

Zscaler 8-K Report, Material Agreement (May 5, 2025)

Zscaler, Inc. disclosed in this Form 8-K that, effective April 29, 2025, it entered into a sublease with Airbnb, Inc. dated April 24, 2025, covering up to approximately 301,000 square feet of rentable space at 4301 and 4401 Great America Parkway, Santa Clara, California. The effectiveness of the sublease was conditioned on obtaining the landlord's consent to the sublease. The sublease term begins on September 1, 2026 and ends on April 30, 2032. Total base rent, including committed fixed expenses over the full term, is approximately $69.5 million. The company will also be responsible for operating costs and other related expenses in addition to base rent. The filing states that the Item 2.03 creation of a direct financial obligation is incorporated by reference from Item 1.01. The full sublease agreement is to be filed as an exhibit to the company's Quarterly Report on Form 10-Q for the three months ended April 30, 2025.

May 5, 20258-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Mar 5, 2025)

Zscaler, Inc. (ZS) reported financial results for its second fiscal quarter of 2025, ended January 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K dated March 5, 2025. Revenue was $647.9 million, up 23% year-over-year, and calculated billings were $742.7 million, up 18%. Deferred revenue reached $1,878.5 million as of January 31, 2025, up 25% year-over-year. GAAP net loss narrowed to $7.7 million from $28.5 million a year earlier, and non-GAAP net income rose to $127.1 million from $99.4 million. The GAAP net loss figure includes a $17.2 million tax benefit from the release of a valuation allowance on U.K. deferred tax assets. GAAP loss from operations was $40.1 million, or 6% of revenue, compared with $45.5 million, or 9% of revenue, a year earlier. Non-GAAP income from operations was $140.5 million, or 22% of revenue. For the third fiscal quarter of 2025, the company guided to revenue of $665 million to $667 million and non-GAAP income from operations of $140 million to $142 million, with non-GAAP net income per share of approximately $0.75 to $0.76. For full fiscal 2025, it expects revenue of approximately $2.640 billion to $2.654 billion, calculated billings of $3.153 billion to $3.168 billion, and non-GAAP income from operations of $562 million to $572 million. Effective August 1, 2024, the company adopted a long-term projected non-GAAP tax rate of 23%, with prior periods recast to reflect the change. Cash, cash equivalents and short-term investments totaled $2,880.2 million as of January 31, 2025, up $470.6 million from July 31, 2024. Free cash flow was $143.4 million, or 22% of revenue, for the quarter, compared with $100.8 million, or 19% of revenue, a year earlier. For the six months ended January 31, 2025, free cash flow was $435.3 million, or 34% of revenue.

Mar 5, 20258-K
Leadership ChangesShareholder Matters

Zscaler 8-K Report, Executive Changes (Jan 15, 2025)

Zscaler, Inc. reported in this Form 8-K, filed January 15, 2025, the results of its 2024 Annual Meeting of Stockholders held January 10, 2025. Stockholders approved an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan (the "A&R Plan") to eliminate the plan's original 10-year term. The A&R Plan replaces the existing 2018 Plan terms and provides for nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to executive officers, employees, directors and consultants. The filing states that the Company primarily grants restricted stock awards with time-based and, for certain grants, performance-based vesting. The type, number, recipients and other terms of future awards are subject to the compensation committee's discretion and cannot be determined at this time. At the meeting, stockholders elected Karen Blasing, Charles Giancarlo and Eileen Naughton as Class I directors, each to serve until the 2027 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2025, and approved on a non-binding advisory basis the compensation of the named executive officers. Giancarlo received the lowest support among the nominees, with 73,873,625 votes for and 47,068,702 withheld. The equity plan amendment received 67,828,174 votes for and 52,848,701 against, with 265,452 abstentions and 12,891,481 broker non-votes. The filing notes that the full text of the A&R Plan was filed as Annex B to the definitive proxy statement dated November 22, 2024.

Jan 15, 20258-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Dec 2, 2024)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its first quarter of fiscal 2025, ended October 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K filed December 2, 2024. Revenue was $628.0 million, up 26% year-over-year. Calculated billings were $516.7 million, up 13% year-over-year, and deferred revenue was $1,783.7 million, up 27% year-over-year. GAAP net loss narrowed to $12.1 million from $33.5 million a year earlier, while non-GAAP net income rose to $124.3 million from $86.4 million. Cash provided by operations was $331.3 million and free cash flow was $291.9 million, or 46% of revenue. The company guided second-quarter fiscal 2025 revenue to $633 million to $635 million and non-GAAP income from operations to $126 million to $128 million, with non-GAAP net income per share of approximately $0.68 to $0.69. For full fiscal 2025, it expects revenue of approximately $2.623 billion to $2.643 billion, calculated billings of $3.124 billion to $3.149 billion, and non-GAAP income from operations of $549 million to $559 million, with non-GAAP net income per share of $2.94 to $2.99. Effective August 1, 2024, Zscaler changed its non-GAAP tax rate to a long-term projected 23%, and prior period amounts were recast to reflect this change. Investors should note that this change affects comparability of non-GAAP net income and per-share figures against previously reported results.

Dec 2, 20248-K
Leadership ChangesExhibits & Filings

Zscaler 8-K Report, Executive Changes (Dec 2, 2024)

Zscaler, Inc. filed this Form 8-K reporting two items: an amendment to its Change of Control and Severance Policy and the retirement of its Chief Financial Officer. On November 26, 2024, the Compensation Committee approved an amendment under which named executive officers, who are participants in the Severance Policy, become eligible for severance benefits upon a termination by the Company for reasons other than cause, death or disability that occurs outside the 12 months following a Change of Control (a "Non-COC Qualified Termination"). Previously, participants were not entitled to severance benefits in that scenario. Under the amended participation agreements, an eligible executive would receive payments equal to 50% of annual base salary, payable over 6 months, and immediate vesting of service-based equity awards for the shares scheduled to vest within 6 months following the termination. On December 2, 2024, the Company announced that Chief Financial Officer Remo Canessa notified the Company of his decision to retire effective upon the appointment of a successor. The filing states that the retirement is not the result of any disagreement with the Company on its operations, policies or practices. The Company has begun a search for a new Chief Financial Officer, and Mr. Canessa will remain with the Company through the search and transition period under terms that are still being negotiated. For investors, the filing's key points are the expanded severance protections for named executive officers outside a change-of-control window and the pending leadership transition in the finance function, which remains open until a successor is appointed and the transition terms are finalized.

Dec 2, 20248-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 3, 2024)

Zscaler, Inc. (Nasdaq: ZS) reported fourth-quarter and fiscal 2024 results for the period ended July 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K dated September 3, 2024. Fourth-quarter revenue was $592.9 million, up 30% year-over-year, and calculated billings were $910.8 million, up 27%. GAAP net loss narrowed to $14.9 million from $30.7 million a year earlier, while non-GAAP net income rose to $140.6 million from $100.9 million. For full fiscal 2024, revenue was $2,167.8 million, up 34%, GAAP net loss was $57.7 million, and cash provided by operations was $779.8 million, with free cash flow of $585.0 million. The company also changed its non-GAAP measures presentation, adopting a long-term projected non-GAAP tax rate of 23% effective August 1, 2024. The filing states that the new rate is applied to all periods presented, and it shows that the fiscal 2024 non-GAAP net income per share would have been $2.60 under this rate, compared with $3.19 as reported. Management described the change as providing better consistency across interim periods in fiscal 2025 and beyond. For fiscal 2025, Zscaler guided to revenue of approximately $2.60 billion to $2.62 billion, calculated billings of $3.110 billion to $3.135 billion, and non-GAAP income from operations of $530 million to $540 million. Non-GAAP net income per share is expected to be $2.81 to $2.87 on about 164 million fully diluted shares and a 23% non-GAAP tax rate. For the first quarter of fiscal 2025, the company expects revenue of $604 million to $606 million and non-GAAP net income per share of about $0.62 to $0.63.

Sep 3, 20248-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Zscaler 8-K Report, Financial Results (May 30, 2024)

Zscaler, Inc. (Nasdaq: ZS) reported third quarter fiscal 2024 results for the quarter ended April 30, 2024, in a press release furnished as Exhibit 99.1. Revenue grew 32% year-over-year to $553.2 million, calculated billings grew 30% to $628.0 million, and deferred revenue grew 34% to $1,577.0 million. The company swung to GAAP net income of $19.1 million from a GAAP net loss of $46.0 million a year earlier, while non-GAAP net income rose to $139.8 million from $74.6 million. GAAP loss from operations narrowed to $3.0 million, and non-GAAP income from operations was $121.8 million, or 22% of revenue. Cash provided by operations was $173.4 million and free cash flow was $123.1 million for the quarter. For fiscal 2024, Zscaler guided to full-year revenue of approximately $2.140 billion to $2.142 billion, calculated billings of $2.603 billion to $2.606 billion, and non-GAAP income from operations of $422 million to $424 million. For the fourth quarter, it expects revenue of $565 million to $567 million and non-GAAP net income per share of approximately $0.69 to $0.70. The company also completed the acquisitions of Avalor Technologies in March 2024 and Airgap Networks in April 2024. Separately, the Board expanded from seven to eight members effective May 25, 2024, appointing James Beer as a Class III director and to the Audit Committee. Beer is the former chief financial officer of Atlassian Corporation, and he will receive standard non-employee director compensation and enter the company's standard indemnification agreement.

May 30, 20248-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Feb 29, 2024)

Zscaler, Inc. (ZS) reported financial results for its second fiscal quarter 2024, ended January 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K dated February 29, 2024. Revenue grew 35% year-over-year to $525.0 million, and calculated billings grew 27% year-over-year to $627.6 million. Deferred revenue rose 35% year-over-year to $1,502.2 million. GAAP loss from operations was $45.5 million (9% of revenue), compared with $65.2 million (17% of revenue) a year earlier, while non-GAAP income from operations was $103.2 million (20% of revenue), up from $48.8 million (13% of revenue). GAAP net loss narrowed to $28.5 million from $57.5 million, and non-GAAP net income rose to $121.1 million from $57.6 million. Cash provided by operations was $142.1 million and free cash flow was $100.8 million for the quarter, compared with $89.5 million and $62.8 million in the prior-year quarter. Cash, cash equivalents and short-term investments totaled $2,459.8 million at January 31, 2024, up $359.6 million from July 31, 2023. Management described customer interest in the Zscaler Zero Trust Exchange platform as high and said billings, revenue and operating profit all exceeded guidance. For fiscal 2024, the company guided to revenue of approximately $2.118 billion to $2.122 billion, calculated billings of $2.55 billion to $2.57 billion, non-GAAP income from operations of $395 million to $400 million, and non-GAAP net income per share of $2.73 to $2.77 on about 161 million fully diluted shares. For the third quarter, it guided to revenue of $534 million to $536 million and non-GAAP net income per share of approximately $0.64 to $0.65. The filing also notes a change in server and networking equipment useful lives from four to five years, which the company states had an approximately 60 basis point benefit to gross margin for the quarter and six months.

Feb 29, 20248-K
Leadership ChangesExhibits & Filings

Zscaler 8-K Report, Executive Changes (Feb 2, 2024)

Zscaler, Inc. filed this Form 8-K Current Report for an event dated January 29, 2024, disclosing a single executive change. On January 29, 2024, Dali Rajic resigned as the Chief Operating Officer of Zscaler, Inc., effective February 2, 2024. The filing reports no financial results, financial statements, or other operating information. The filing's only substantive item is Item 5.02, which covers the departure of certain officers. It does not state the reason for Mr. Rajic's resignation or name a successor. The only exhibit listed is Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document. The report is signed by Remo Canessa, Chief Financial Officer, and dated February 2, 2024. For investors, the filing's significance is limited to the leadership change in the COO role. Any assessment of its operational impact would require information from outside this filing.

Feb 2, 20248-K
Shareholder Matters

Zscaler 8-K Report, Shareholder Vote Results (Jan 10, 2024)

Zscaler, Inc. reported the results of its annual meeting of stockholders, held on January 5, 2024, in this Item 5.07 Current Report. Stockholders elected Jay Chaudhry as the Class III director to serve until the Company's 2026 annual meeting, receiving 95,944,738 votes for and 19,179,199 withheld, with 14,210,932 broker non-votes. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2024, with 127,662,177 votes for, 1,532,800 against, and 139,892 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the Company's named executive officers, with 82,408,287 votes for, 32,039,024 against, 676,626 abstentions, and 14,210,932 broker non-votes. The filing reports voting outcomes only. It does not describe any change to the Company's business, governance structure, or financial position.

Jan 10, 20248-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Nov 27, 2023)

Zscaler, Inc. (ZS) reported financial results for its first fiscal quarter 2024, ended October 31, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K filed November 27, 2023. Revenue grew 40% year-over-year to $496.7 million, and calculated billings grew 34% year-over-year to $456.6 million. Deferred revenue rose 39% year-over-year to $1,399.5 million. The company reported a GAAP net loss of $33.5 million, compared with a GAAP net loss of $68.2 million in the prior-year quarter, while non-GAAP net income was $106.5 million versus $44.0 million a year earlier. GAAP loss from operations was $46.1 million (9% of revenue), and non-GAAP income from operations was $89.7 million (18% of revenue). Cash provided by operations was $260.8 million and free cash flow was $224.7 million, or 45% of revenue. Management stated that all key metrics came in above guidance and pointed to demand for its Zero Trust Exchange tied to Zero Trust and AI initiatives. The company is scaling its go-to-market and R&D organizations, and it appointed Mike Rich as Chief Revenue Officer and President of Global Sales and Joyce Kim as Chief Marketing Officer. Cash, cash equivalents and short-term investments totaled $2,324.4 million as of October 31, 2023. For the second quarter of fiscal 2024, Zscaler guided to revenue of $505 million to $507 million and non-GAAP net income per share of approximately $0.57 to $0.58. For full-year fiscal 2024, it guided to revenue of approximately $2.09 billion to $2.10 billion, calculated billings of $2.52 billion to $2.56 billion, and non-GAAP net income per share of $2.45 to $2.48. The filing also notes a change in the useful life of servers and networking equipment from four to five years, which the company said benefited gross margin by about 60 basis points in the quarter.

Nov 27, 20238-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 5, 2023)

Zscaler, Inc. (Nasdaq: ZS) reported fourth-quarter and fiscal 2023 results for the period ended July 31, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter revenue was $455.0 million, up 43% year-over-year, and calculated billings rose 38% to $719.3 million. GAAP net loss narrowed to $30.7 million from $97.7 million a year earlier, while non-GAAP net income was $100.9 million compared with $36.4 million. For the full fiscal year, revenue was $1,617.0 million, up 48%, with a GAAP net loss of $202.3 million and non-GAAP net income of $277.0 million. Cash provided by operations was $462.3 million and free cash flow was $333.6 million for fiscal 2023. For fiscal 2024, the company guided first-quarter revenue to $472 million to $474 million and full-year revenue to approximately $2.050 billion to $2.065 billion, with full-year non-GAAP income from operations of $330 million to $340 million and non-GAAP net income per share of $2.20 to $2.25. The company also stated that, beginning in fiscal 2024, it will extend the useful life of servers and networking equipment from four to five years, which it expects to add approximately 50 basis points to full-year gross margin. The filing notes the adoption of ASU 2020-06 effective August 1, 2022, which removed the debt discount amortization from interest expense and required the if-converted method for diluted share counts, including approximately 7.63 million shares tied to the convertible senior notes. Cash, cash equivalents and short-term investments totaled $2,100.2 million at July 31, 2023, and deferred revenue reached $1,439.7 million.

Sep 5, 20238-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Jun 1, 2023)

Zscaler, Inc. (ZS) filed a Form 8-K on June 1, 2023 furnishing a press release (Exhibit 99.1) reporting its third fiscal quarter 2023 results for the quarter ended April 30, 2023. Revenue grew 46% year-over-year to $418.8 million, and calculated billings grew 40% year-over-year to $482.3 million. Deferred revenue rose 44% year-over-year to $1,175.4 million. The GAAP net loss narrowed to $46.0 million from $101.4 million a year earlier, while non-GAAP net income was $74.6 million versus $24.7 million. GAAP loss from operations was $55.7 million, or 13% of revenue, compared with 30% a year earlier, and non-GAAP income from operations was $63.9 million, or 15% of revenue, compared with 9%. Cash provided by operations was $108.5 million and free cash flow was $73.9 million, or 18% of revenue. Cash, cash equivalents and short-term investments totaled $1,968.4 million at April 30, 2023. The company also adopted ASU 2020-06 effective August 1, 2022, which changes interest expense recognition and the diluted share count for its convertible senior notes, adding approximately 7.63 million shares to non-GAAP diluted shares. For the fourth quarter of fiscal 2023, Zscaler guided to revenue of $429 million to $431 million and non-GAAP income from operations of $69 million to $70 million. For full-year fiscal 2023, it expects revenue of approximately $1.591 billion to $1.593 billion, calculated billings of $1.974 billion to $1.978 billion, and non-GAAP income from operations of $224 million to $225 million. The filing also reports a March 2023 restructuring plan, with restructuring and other charges of $6.3 million in the quarter, and the appointments of a new Chief Technology Officer and a new SVP of Worldwide Partners and Alliances.

Jun 1, 20238-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (May 8, 2023)

Zscaler, Inc. (NASDAQ: ZS) filed this Form 8-K on May 8, 2023 to furnish a press release announcing certain preliminary, unaudited results for its third fiscal quarter ended April 30, 2023, along with an update to its full-year fiscal 2023 guidance. The company said preliminary third-quarter revenue of $415 million to $419 million and non-GAAP loss from operations of $60 million to $64 million both exceeded the high end of its prior guidance, which had been $396 million to $398 million for revenue and $55 million to $56 million for non-GAAP loss from operations. Preliminary GAAP loss from operations was $59 million to $55 million, and calculated billings were approximately $478 million to $482 million, an increase of approximately 38% to 39% year over year. For full fiscal 2023, Zscaler raised its guidance. Revenue is now expected at $1,587 million to $1,591 million, up from $1,558 million to $1,563 million; calculated billings at $1,970 million to $1,974 million, up from $1,935 million to $1,945 million; and non-GAAP loss from operations at $220 million to $224 million, compared with $213 million to $215 million previously. The company noted that the preliminary figures are subject to change pending finalization of its closing procedures. Full third-quarter results are scheduled for release after the market close on June 1, 2023. The company also stated that it updated its non-GAAP income from operations definition in the third quarter to include restructuring and other charges, a change investors should note when comparing non-GAAP figures across periods.

May 8, 20238-K
Earnings & ResultsFinancial EventsCorporate Changes+1

Zscaler 8-K Report, Financial Results (Mar 2, 2023)

Zscaler, Inc. reported financial results for its second fiscal quarter ended January 31, 2023, with revenue of $387.6 million, up 52% year-over-year, and calculated billings of $493.8 million, up 34%. GAAP net loss was $57.5 million compared with $100.4 million a year earlier, while non-GAAP net income was $57.6 million compared with $19.2 million. GAAP loss from operations was $65.2 million, or 17% of revenue, versus 33% a year earlier, and non-GAAP income from operations was $48.8 million, or 13% of revenue. Cash provided by operations was $89.5 million and free cash flow was $62.8 million. The company also disclosed a restructuring committed to on March 1, 2023, under which it expects to reduce worldwide headcount by approximately 3%, substantially complete by the end of fiscal 2023. It expects aggregate non-recurring charges of approximately $8.0 million to $10.0 million, mostly cash severance and benefit costs, with the majority recognized in the third quarter of fiscal 2023. Separately, the board adopted Amended and Restated Bylaws effective February 28, 2023, updating stockholder nomination procedures, including a requirement under Rule 14a-19, and conforming provisions to recent Delaware law amendments. For the third quarter of fiscal 2023, the company guided to total revenue of $396 million to $398 million and non-GAAP income from operations of $55 million to $56 million. For full fiscal 2023, it raised its guidance to total revenue of approximately $1.558 billion to $1.563 billion, calculated billings of $1.935 billion to $1.945 billion, and non-GAAP income from operations of $213 million to $215 million.

Mar 2, 20238-K
Shareholder Matters

Zscaler 8-K Report, Shareholder Vote Results (Jan 19, 2023)

Zscaler, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders, held on January 13, 2023, under Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders elected three Class II directors, Andrew Brown, Scott Darling, and David Schneider, to serve until the 2025 annual meeting or until their successors are elected and qualified. Brown received 92,783,971 votes for and 20,088,368 withheld, Darling received 88,417,719 for and 24,454,620 withheld, and Schneider received 96,426,658 for and 16,445,681 withheld. Each nominee had 12,953,905 broker non-votes. Stockholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2023, with 125,571,463 votes for, 210,579 against, and 44,202 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 71,728,431 votes for, 40,973,085 against, 170,823 abstentions, and 12,953,905 broker non-votes. For investors, the filing shows routine governance outcomes: board elections, auditor ratification, and a say-on-pay vote that the filing reports as approved. The advisory compensation vote drew a substantially larger number of against votes than most other matters, which investors may want to weigh alongside the company's compensation disclosures.

Jan 19, 20238-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Dec 1, 2022)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its first quarter of fiscal 2023, ended October 31, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K dated December 1, 2022. Revenue was $355.5 million, up 54% year-over-year, and calculated billings were $340.1 million, up 37% year-over-year. Deferred revenue reached $1,005.7 million, an increase of 55% year-over-year. GAAP net loss narrowed to $68.2 million from $90.8 million a year earlier, while non-GAAP net income rose to $44.0 million from $21.0 million. Free cash flow was $95.6 million, or 27% of revenue, compared with $83.4 million, or 36% of revenue, in the prior-year quarter. Management highlighted improved operating profitability and customer commitment to its broader platform, driven by vendor consolidation and an elevated threat environment. GAAP loss from operations was $69.1 million (19% of revenue), compared with $74.4 million (32% of revenue) a year earlier, and non-GAAP income from operations was $42.1 million (12% of revenue). Cash, cash equivalents and short-term investments totaled $1,824.8 million as of October 31, 2022. The company also noted its adoption of ASU 2020-06 effective August 1, 2022, which changes interest expense recognition on its senior convertible notes and the diluted share count used for non-GAAP EPS. For fiscal 2023, Zscaler guided to full-year total revenue of approximately $1.525 billion to $1.530 billion, calculated billings of $1.930 billion to $1.940 billion, non-GAAP income from operations of $179 million to $183 million, and non-GAAP net income per share of $1.23 to $1.25. For the second quarter, it expects total revenue of $364 million to $366 million and non-GAAP net income per share of approximately $0.29 to $0.30.

Dec 1, 20228-K
Leadership ChangesOther EventsExhibits & Filings

Zscaler 8-K Report, Executive Changes (Oct 11, 2022)

Zscaler, Inc. (ZS) filed a Current Report on Form 8-K on October 11, 2022 to disclose that Amit Sinha, Ph.D., informed the Company on October 6, 2022 of his intention to resign as President effective October 21, 2022. Dr. Sinha will remain on the Board of Directors. In connection with his resignation, he and the Company agreed to cancel all unvested equity awards granted in connection with his employment, and that agreement will be filed with the Company's Form 10-Q for the quarter ending October 31, 2022. According to the accompanying press release dated October 10, 2022, Dr. Sinha has accepted a CEO position at a privately-held technology company. Functions of R&D, Cloud Operations and Customer Support that reported to him will now report directly to Jay Chaudhry, Chairman and CEO. Chaudhry credited Dr. Sinha with contributions over the past 12 years and said the Company will continue its customer-centric growth strategy, citing a $5 billion ARR target. For investors, the key points are the leadership transition in the President role, the retention of Dr. Sinha as a board member, and the consolidation of his former responsibilities under the CEO. The filing does not state any financial results or changes to guidance.

Oct 11, 20228-K
Leadership Changes

Zscaler 8-K Report, Executive Changes (Sep 19, 2022)

Zscaler, Inc. filed this Form 8-K on September 19, 2022 under Item 5.02, disclosing compensatory arrangements for its named executive officers. On September 14, 2022, the Compensation Committee of the Board of Directors approved cash compensation for the fiscal year ending July 31, 2023 ("Fiscal 23"), with all changes effective August 1, 2022, the first day of Fiscal 23. The approved base salaries and target bonuses are as follows: Remo Canessa, Chief Financial Officer, $430,000 base salary and $325,000 target bonus; Amit Sinha, President, $430,000 and $325,000; Dali Rajic, President Go-to-Market and CRO, $430,000 and $430,000; and Robert Schlossman, Chief Legal Officer and Secretary, $375,000 base salary and $250,000 target bonus. The filing does not report any change in officer roles, departures, or new appointments. Its disclosure is limited to the fiscal 2023 cash pay structure for these four executives.

Sep 19, 20228-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 8, 2022)

Zscaler, Inc. reported fourth-quarter and fiscal 2022 results for the period ended July 31, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K dated September 8, 2022. Fourth-quarter revenue was $318.1 million, up 61% year over year, and calculated billings were $520.4 million, up 57%. Deferred revenue reached $1,021.1 million, up 62% year over year. GAAP net loss widened to $97.7 million from $81.0 million a year earlier, while non-GAAP net income rose to $36.4 million from $20.3 million. Chairman and CEO Jay Chaudhry cited 61% revenue growth and 57% billings growth and said the company delivered "Rule of 80" for the quarter and the full year. For the full fiscal year 2022, revenue was $1,090.9 million, up 62% year over year. GAAP loss from operations was $327.4 million, or 30% of total revenue, compared with $207.8 million, or 31%, in fiscal 2021. Non-GAAP income from operations was $111.6 million, or 10% of revenue, versus $78.0 million, or 12%, a year earlier. Operating cash flow was $321.9 million and free cash flow was $231.3 million, both in line with 30% and 21% of revenue, respectively, the same margins as fiscal 2021. Cash, cash equivalents and short-term investments totaled $1,731.3 million at July 31, 2022. For fiscal 2023, the company guided to first-quarter revenue of $339 million to $341 million and full-year revenue of approximately $1.49 billion to $1.50 billion, with calculated billings of $1.92 billion to $1.94 billion and non-GAAP net income per share of $1.16 to $1.18. The company also noted it adopted ASU 2020-06 effective August 1, 2022, which requires the if-converted method for non-GAAP diluted share calculations, adding approximately 7.63 million shares tied to its senior convertible notes.

Sep 8, 20228-K/A
Leadership Changes

Zscaler 8-K/A Report, Executive Changes (Aug 4, 2022)

Zscaler, Inc. filed this Amendment No. 1 on Form 8-K/A on August 4, 2022 to amend its Current Report on Form 8-K originally filed on September 8, 2021. The amendment discloses a subsequent Board action under Item 5.02: on August 1, 2022, the Board of Directors appointed Eileen Naughton, a director whose initial appointment to the Board was disclosed in the Original Filing, to serve on the Compensation Committee of the Board. The Original Filing had stated that the Board had not yet determined which committees Ms. Naughton would join. The filing is narrow in scope and contains no financial results, guidance, or operational metrics. Its only substantive content is the committee assignment, which is a governance matter relevant to how the Board oversees executive and director compensation. Except as stated in the amendment, the Original Filing remains in effect.

Aug 4, 20228-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (May 26, 2022)

Zscaler, Inc. (Nasdaq: ZS) reported third quarter fiscal 2022 results for the period ended April 30, 2022, according to a press release furnished as Exhibit 99.1 to this Form 8-K dated May 26, 2022. Revenue was $286.8 million, up 63% year-over-year, and calculated billings were $345.6 million, up 54%. Deferred revenue reached $818.7 million, up 65% year-over-year. GAAP net loss widened to $101.4 million from $58.5 million a year earlier, while non-GAAP net income rose to $24.7 million from $21.4 million. GAAP loss from operations was $86.6 million, or 30% of revenue, compared with $43.9 million, or 25%, in the prior-year quarter. Cash provided by operations was $77.2 million and free cash flow was $43.7 million, or 15% of revenue, compared with $55.8 million, or 32%, a year earlier. Cash, cash equivalents and short-term investments totaled $1,657.9 million as of April 30, 2022. The company stated that it is raising its fiscal 2022 guidance on all financial metrics. For the full year, it expects total revenue of approximately $1.078 billion, calculated billings of $1.425 billion to $1.430 billion, and non-GAAP income from operations of $106 million to $108 million. For the fourth quarter, it expects revenue of $304 million to $306 million. Management attributed the results to enterprises consolidating point products in favor of its integrated Zero Trust security platform, which the company said is producing larger, multi-year commitments. The filing notes risks including macroeconomic conditions, the Russia-Ukraine crisis, and the company's limited operating history.

May 26, 20228-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Feb 24, 2022)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its second fiscal quarter of 2022, ended January 31, 2022. Revenue grew 63% year-over-year to $255.6 million, calculated billings grew 59% to $367.7 million, and deferred revenue grew 70% to $759.9 million. The company's GAAP net loss widened to $100.4 million from $67.5 million a year earlier, while non-GAAP net income rose to $19.2 million from $14.0 million. GAAP loss from operations was $83.9 million, or 33% of total revenue, compared with $53.9 million, or 34%, in the prior-year quarter. Non-GAAP income from operations was $22.3 million, or 9% of revenue. Cash provided by operations was $48.3 million and free cash flow was $29.4 million, or 12% of revenue. Cash, cash equivalents and short-term investments totaled $1,621.2 million as of January 31, 2022. Management stated that year-over-year revenue growth reached its highest level in three years and that annualized revenue surpassed $1 billion. The company also highlighted the general availability of its Workload Communications solution and its recognition as a Leader in the inaugural Gartner 2022 Magic Quadrant for Security Service Edge. For the third quarter of fiscal 2022, Zscaler expects total revenue of $270 million to $272 million and non-GAAP income from operations of $19 million to $20 million. For full-year fiscal 2022, it expects total revenue of $1.045 billion to $1.05 billion, calculated billings of $1.365 billion to $1.37 billion, non-GAAP income from operations of $95 million to $98 million, and non-GAAP net income per share of $0.54 to $0.56.

Feb 24, 20228-K
Leadership ChangesShareholder Matters

Zscaler 8-K Report, Executive Changes (Jan 11, 2022)

Zscaler, Inc. filed this Form 8-K on January 11, 2022 to report two items: executive officer title changes and the results of its January 5, 2022 annual meeting of stockholders. The Board approved the changes effective January 10, 2022. Jay Chaudhry's title changed from "President and Chief Executive Officer" to "Chief Executive Officer," and he remains the principal executive officer for public company disclosure purposes. Amit Sinha, Ph.D., was promoted from "President of Research and Development, Operations and Customer Service, and Chief Technology Officer" to "President," and Dali Rajic was promoted from "President Go-To-Market and Chief Revenue Officer" to "Chief Operating Officer." The filing states that no new material plan, contract, arrangement, or amendment was entered into with these officers, and their existing employment agreements or offer letters remain in effect. At the annual meeting, stockholders elected Karen Blasing, Charles Giancarlo, and Eileen Naughton as Class I directors, each to serve until the 2024 annual meeting. Naughton received the most votes for, at 112,681,984, with 340,229 withheld. Blasing received 101,147,318 for and 11,874,895 withheld, and Giancarlo received 75,597,783 for and 37,424,430 withheld. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2022, with 123,361,313 votes for, 113,527 against, and 221,709 abstaining. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 87,292,927 votes for, 25,412,797 against, and 316,489 abstaining. Each director election and the advisory vote recorded 10,674,336 broker non-votes.

Jan 11, 20228-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Nov 30, 2021)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its first fiscal quarter 2022, ended October 31, 2021, via a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $230.5 million, up 62% year-over-year, and calculated billings were $247.7 million, up 71% year-over-year. Deferred revenue reached $647.8 million, up 74% year-over-year. The company reported a GAAP net loss of $90.8 million, compared with $55.0 million a year earlier, while non-GAAP net income was $21.0 million, compared with $20.0 million. GAAP loss per share was $0.65 and non-GAAP net income per share was $0.14. Cash provided by operations was $93.3 million and free cash flow was $83.4 million, or 36% of revenue. Cash, cash equivalents and short-term investments totaled $1,584.6 million as of October 31, 2021. The company's chairman and CEO, Jay Chaudhry, said the company surpassed $1 billion in annual recurring revenue and is now focusing on reaching $5 billion in ARR. For the second quarter of fiscal 2022, Zscaler guided to total revenue of $240 million to $242 million and non-GAAP income from operations of $20 million to $21 million. For full fiscal 2022, it expects total revenue of $1.00 billion to $1.01 billion, calculated billings of $1.300 billion to $1.305 billion, and non-GAAP income from operations of $90 million to $93 million. The filing also highlights product and government developments, including a Provisional Authorization to Operate at Impact Level 5 from the U.S. Department of Defense for Zscaler ZPA, and expanded partnerships with Siemens and CrowdStrike. The company hosted an earnings conference call on November 30, 2021.

Nov 30, 20218-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 9, 2021)

Zscaler, Inc. filed this Form 8-K on September 9, 2021 under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release announcing results for the fourth fiscal quarter and fiscal year ended July 31, 2021. Fourth-quarter revenue was $197.1 million, up 57% year-over-year, and calculated billings were $332.2 million, up 70%. GAAP net loss widened to $81.0 million from $49.5 million, while non-GAAP net income rose to $20.3 million from $12.0 million. Deferred revenue reached $630.6 million, up 71% year-over-year. For the full fiscal year, revenue was $673.1 million, up 56%, with a GAAP net loss of $262.0 million compared with $115.1 million in fiscal 2020. Non-GAAP net income was $75.7 million, and cash provided by operations was $202.0 million, against free cash flow of $143.7 million. Cash, cash equivalents and short-term investments totaled $1,502.6 million at July 31, 2021. Interest expense rose to $53.4 million for the year, including $51.9 million of amortization of debt discount and issuance costs. For fiscal 2022, the company guided to total revenue of $940 million to $950 million, calculated billings of $1,230 million to $1,250 million, and non-GAAP income from operations of $85 million to $90 million, with non-GAAP net income per share of $0.52 to $0.56. For the first quarter of fiscal 2022, it guided to revenue of $210 million to $212 million and non-GAAP net income per share of approximately $0.12. The filing also notes a change in non-GAAP presentation, under which employer payroll taxes on equity awards are now excluded from non-GAAP results, with prior periods recast.

Sep 9, 20218-K
Leadership ChangesExhibits & Filings

Zscaler 8-K Report, Executive Changes (Sep 8, 2021)

On September 7, 2021 (filed September 8, 2021), Zscaler, Inc. reported under Item 5.02 that its Board of Directors, effective September 1, 2021, expanded the Board from seven to eight members and appointed Eileen Naughton as a Class I director, with a term expiring at the annual meeting for fiscal year 2021. Ms. Naughton was not appointed to any Board committees. She will receive the standard non-employee director compensation and equity awards under the Company's Outside Director Compensation Policy and will enter into the Company's standard director indemnification agreement. The filing also discloses that the Compensation Committee, on September 1, 2021, approved fiscal year 2022 (Fiscal 22, ending July 31, 2022) cash compensation for four named executive officers, effective August 1, 2021. Remo Canessa (Chief Financial Officer) and Amit Sinha (President of R&D, Operations and Customer Service, CTO) each have a $400,000 base salary and $300,000 target bonus. Dali Rajic (President Go-to-Market and CRO) has a $415,000 base salary and $415,000 target bonus. Robert Schlossman (Chief Legal Officer and Secretary) has a $325,000 base salary and $225,000 target bonus. The press release attached as Exhibit 99.1, dated September 7, 2021, announces Ms. Naughton's appointment. It states that she previously served as Chief People Officer and Vice President of People Operations at Google, Inc. from 2016 to 2021, and that the appointment increases the board size to eight. The filing contains no financial results or guidance.

Sep 8, 20218-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (May 25, 2021)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its third fiscal quarter 2021, ended April 30, 2021, in a press release furnished as Exhibit 99.1 to this Form 8-K dated May 25, 2021. Revenue grew 60% year-over-year to $176.4 million, calculated billings grew 71% to $225.0 million, and deferred revenue grew 65% to $495.4 million. GAAP net loss widened to $58.5 million from $19.3 million a year earlier, while non-GAAP net income rose to $21.4 million from $10.3 million. Cash provided by operations was $73.4 million and free cash flow was $55.8 million, or 32% of revenue. The company raised its full-year fiscal 2021 outlook, now calling for total revenue of $660 million to $664 million, calculated billings of $878 million to $880 million, and non-GAAP income from operations of $71 million to $72 million. For the fourth quarter, it expects revenue of $185 million to $187 million and non-GAAP net income per share of approximately $0.08 to $0.09. Management highlighted the acquisition of Trustdome, a cloud infrastructure entitlement management company, and a definitive agreement to acquire Smokescreen Technologies. Effective August 1, 2020, the company began including employer payroll taxes on employee equity awards in stock-based compensation within its non-GAAP results, with prior periods recast. The filing also details higher GAAP operating and interest expense, including $13.4 million of interest expense in the quarter that reflects amortization of debt discount and issuance costs on convertible senior notes. Cash, cash equivalents and short-term investments totaled $1,467.6 million as of April 30, 2021.

May 25, 20218-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Feb 25, 2021)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its second fiscal quarter 2021, ended January 31, 2021, via a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $157.0 million, up 55% year-over-year, and calculated billings grew 71% year-over-year to $232.0 million. Deferred revenue rose 60% year-over-year to $446.8 million. The company reported a GAAP net loss of $67.5 million, compared with $29.2 million a year earlier, while non-GAAP net income was $14.0 million versus $13.5 million. GAAP loss from operations was $53.9 million, or 34% of revenue, and non-GAAP income from operations was $14.8 million, or 9% of revenue. Cash provided by operations was $30.4 million and free cash flow was $18.0 million, or 11% of revenue. Management guided to third-quarter fiscal 2021 revenue of $162 million to $164 million and non-GAAP income from operations of $11 million to $12 million. For full-year fiscal 2021, the company expects revenue of $634 million to $638 million, calculated billings of $820 million to $825 million, and non-GAAP income from operations of $59 million to $61 million. Non-GAAP net income per share guidance is $0.39 to $0.40 for the full year. The company also noted it began including employer payroll taxes tied to equity awards in stock-based compensation for its non-GAAP results effective August 1, 2020, with prior periods recast. The quarter's GAAP loss widened largely because of stock-based compensation of $67.1 million and amortization of debt discount and issuance costs of $12.9 million tied to convertible senior notes. Cash, cash equivalents and short-term investments totaled $1,444.7 million as of January 31, 2021. The company reported surpassing 5,000 customers, including 500 of the Global 2000.

Feb 25, 20218-K
Shareholder Matters

Zscaler 8-K Report, Shareholder Vote Results (Jan 12, 2021)

Zscaler, Inc. filed this Form 8-K under Item 5.07 to report the results of its annual meeting of stockholders, held on January 6, 2021. Stockholders elected Jay Chaudhry and Amit Sinha Ph.D. as Class III directors to serve until the Company's 2023 annual meeting. Jay Chaudhry received 93,736,236 votes for and 12,682,891 withheld, and Amit Sinha Ph.D. received 94,808,734 votes for and 11,610,393 withheld. Each nominee also had 13,754,739 broker non-votes. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2021, with 119,879,037 votes for, 103,019 against, and 191,810 abstaining. In a non-binding advisory vote, stockholders approved the compensation of the Company's named executive officers, with 86,209,398 votes for, 18,721,271 against, 1,488,458 abstaining, and 13,754,739 broker non-votes. The filing reports voting outcomes only. It does not describe any changes to the Company's governance or compensation arrangements, and the say-on-pay vote is advisory and non-binding.

Jan 12, 20218-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Dec 2, 2020)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its first fiscal quarter of 2021, ended October 31, 2020, in a press release furnished as Exhibit 99.1 to this Form 8-K filed December 2, 2020. Revenue rose 52% year-over-year to $142.6 million, and calculated billings grew 64% to $144.7 million. Deferred revenue reached $371.9 million, up 51% year-over-year. GAAP net loss widened to $55.0 million from $17.1 million a year earlier, while non-GAAP net income increased to $20.0 million from $4.9 million. Cash provided by operations was $53.5 million, and free cash flow was $42.2 million, or 30% of revenue. Cash, cash equivalents and short-term investments totaled $1,416.0 million at October 31, 2020. The company raised its full-year fiscal 2021 guidance, now expecting total revenue of $608 million to $612 million, calculated billings of $755 million to $765 million, and non-GAAP income from operations of $55 million to $57 million. For the second quarter, it expects revenue of $146 million to $148 million and non-GAAP income from operations of $11 million to $12 million. The filing also notes a change in non-GAAP presentation, effective August 1, 2020, under which employer payroll taxes on employee equity awards are now excluded from non-GAAP results, with prior periods recast. GAAP interest expense of $13.0 million included $12.7 million of amortization of debt discount and issuance costs. Other business updates include the appointment of Chris Kozup as Chief Marketing Officer and a strategic partnership with VMware to support SASE adoption. The company also announced its virtual Zenith Live 2020 event and a partnership with New York University Tandon School of Engineering.

Dec 2, 20208-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Zscaler 8-K Report, Financial Results (Sep 9, 2020)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its fiscal fourth quarter and fiscal year ended July 31, 2020, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue was $125.9 million, up 46% year-over-year, and calculated billings were $194.9 million, up 55%. GAAP net loss widened to $49.5 million from $5.3 million a year earlier, while non-GAAP net income was $7.4 million versus $9.1 million. For the full fiscal year, revenue was $431.3 million, up 42%, with a GAAP net loss of $115.1 million and non-GAAP net income of $32.5 million. Free cash flow was $27.5 million for the year, compared with $29.3 million in fiscal 2019. The company guided fiscal 2021 revenue to $580 million to $590 million, calculated billings to $710 million to $720 million, and non-GAAP income from operations to $44 million to $46 million. Non-GAAP EPS guidance is $0.28 to $0.30. Cash, cash equivalents and short-term investments totaled $1,370.6 million at July 31, 2020, following convertible senior notes issued in June 2020 with aggregate principal of $1,150.0 million and net cash proceeds of $985.3 million. The company also stated it will begin including employer payroll taxes on equity awards in stock-based compensation, and therefore exclude them from non-GAAP results, starting in fiscal 2021. The Form 8-K also disclosed governance and compensation items. Chief Strategy Officer Manoj Apte transitioned to a role focused on new product innovation and strategy, effective September 8, 2020. The Compensation Committee approved fiscal 2021 cash compensation for the CFO, the President of R&D, Operations and Customer Service and CTO, and the Chief Legal Officer, and agreed to reimburse CEO Jay Chaudhry's $280,000 Hart-Scott-Rodino filing fee tied to the settlement of a performance stock unit award.

Sep 9, 20208-K
Material AgreementsFinancial EventsSecurities & Listing+2

Zscaler 8-K Report, Material Agreement (Jun 25, 2020)

On June 25, 2020, Zscaler, Inc. issued $1.15 billion aggregate principal amount of 0.125% Convertible Senior Notes due 2025 under an Indenture dated the same day with U.S. Bank National Association, as trustee. The filing states that the Notes will mature on July 1, 2025, pay interest semiannually beginning January 1, 2021, and carry an initial conversion rate of 6.6315 shares per $1,000 principal amount, equal to an initial conversion price of approximately $150.80 per share. Net proceeds are expected to be approximately $1,130.5 million after discounts, commissions and offering expenses, of which approximately $145.2 million was used to pay for capped call transactions. The remainder is intended for general corporate purposes, including working capital, capital expenditures, and potential acquisitions and strategic transactions. The Notes are senior unsecured obligations of Zscaler, effectively junior to any secured indebtedness and structurally junior to all liabilities of its subsidiaries. Zscaler may not redeem the Notes before July 5, 2023, and thereafter may redeem them for cash if its common stock has traded at or above 130% of the conversion price under specified conditions. Holders may require repurchase at 100% of principal plus accrued interest upon a fundamental change. Conversion settlement may be made in cash, shares, or a combination, at Zscaler's election. The capped call transactions, entered into on June 22 and June 23, 2020, are generally intended to reduce potential dilution from conversions and/or offset cash payments above principal, subject to a cap initially equal to approximately $246.76 per share. The Initial Purchasers exercised in full their option to buy an additional $150.0 million of Notes on June 23, 2020, bringing the total issuance to $1.15 billion.

Jun 25, 20208-K
Earnings & ResultsLeadership ChangesOther Events+1

Zscaler 8-K Report, Financial Results (May 28, 2020)

Zscaler, Inc. (Nasdaq: ZS) filed this Form 8-K on May 28, 2020 to furnish its press release reporting results for the third fiscal quarter ended April 30, 2020. Revenue grew 40% year-over-year to $110.5 million, and calculated billings grew 55% year-over-year to $131.3 million. Deferred revenue grew 42% year-over-year to $300.8 million. GAAP net loss widened to $19.3 million from $12.2 million a year earlier, while non-GAAP net income rose to $9.0 million from $7.4 million. Cash, cash equivalents and short-term investments totaled $391.3 million as of April 30, 2020. The company guided fourth-quarter fiscal 2020 total revenue to $117 million to $119 million and non-GAAP income from operations to $2 million to $4 million. For full-year fiscal 2020, it expects total revenue of $422 million to $424 million, calculated billings of $529 million to $531 million, and non-GAAP income from operations of $24 million to $26 million. The press release noted that Zscaler Private Access traffic grew over 10x since February and that the platform reached 100 billion transactions per day, and it disclosed the acquisitions of Cloudneeti Corporation (April 2020) and Edgewise Networks (May 2020). The filing also reports Compensation Committee approval, on May 26, 2020, of fiscal 2021 RSU grants and fiscal 2022 PSU grants for executive officers, effective June 2, 2020. Under Item 8.01, the company stated it will enforce its Federal Forum Provision following the Delaware Supreme Court's March 18, 2020 decision finding such provisions facially valid.

May 28, 20208-K
Earnings & ResultsExhibits & Filings

Zscaler 8-K Report, Financial Results (Feb 20, 2020)

Zscaler, Inc. (Nasdaq: ZS) reported financial results for its second fiscal quarter of 2020, ended January 31, 2020, via a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue grew 36% year-over-year to $101.3 million, and calculated billings grew 18% year-over-year to $135.4 million. Deferred revenue rose 36% year-over-year to $280.0 million. Profitability was weaker on a GAAP basis, with a net loss of $29.2 million versus a net loss of $3.6 million a year earlier. Non-GAAP net income was $12.0 million, compared with $11.6 million in the prior-year quarter. Cash flow was negative for the quarter. Operating cash flow was $5.4 million and free cash flow was negative $1.9 million, which the company attributed primarily to a $15.0 million cash payment under a legal settlement agreement. Excluding that settlement, free cash flow would have been $13.1 million. Cash, cash equivalents and short-term investments totaled $384.9 million as of January 31, 2020. Litigation-related expenses were $16.3 million in the quarter, a major driver of the GAAP loss from operations of $30.3 million. For the third quarter of fiscal 2020, the company expects total revenue of $105 million to $107 million and non-GAAP income from operations of $1 million to $3 million. For full-year fiscal 2020, it expects total revenue of $414 million to $417 million, calculated billings of $512 million to $517 million, and non-GAAP earnings per share of $0.14 to $0.16.

Feb 20, 20208-K
Shareholder MattersOther EventsExhibits & Filings

Zscaler 8-K Report, Shareholder Vote Results (Jan 15, 2020)

Zscaler, Inc. (NASDAQ: ZS) held its annual meeting of stockholders on January 10, 2020, where shareholders elected three Class II directors: Andrew Brown, Scott Darling, and David Schneider. Each nominee received more votes For than Withheld. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2020, with 114,126,563 votes For, 323,567 Against, and 386,393 Abstaining. On a non-binding advisory basis, stockholders preferred an annual frequency for future say-on-pay votes, with 89,050,487 votes for one year. The Company will hold these advisory compensation votes every year, with the next frequency vote expected at the 2025 annual meeting. Separately, the Company disclosed on January 14, 2020 that all patent lawsuits filed by Symantec Corporation against Zscaler have been dismissed with prejudice. The dismissal followed a full and complete settlement agreement with Broadcom, Inc., which acquired the patents underlying the Symantec lawsuits as part of its purchase of the Symantec enterprise security business. Under the settlement, Zscaler will pay Broadcom $15 million, and Broadcom provides Zscaler with a patent license, release, and covenant not to sue. The other settlement terms are confidential. For investors, the filing resolves a patent dispute with a stated $15 million payment and a patent license, while the stockholder votes confirm board continuity and auditor ratification without any stated opposition of note. The filing does not disclose any financial results.

Jan 15, 2020
Page 1 of 2