Who is the new Chief Financial Officer and what is his compensation?

Kevin Rubin, 50, was appointed CFO and began employment on May 26, 2025. He receives a base salary of $470,000 per year and a target annual cash bonus of $470,000. He also received grants approved by the Compensation Committee: RSUs valued at $12,600,000 vesting over four years, PSUs valued at $5,400,000 tied to milestones to be described in the next proxy statement, and 50,000 option shares vesting over four years, all effective June 3, 2025.

How did Zscaler perform in the third quarter of fiscal 2025?

Revenue was $678.0 million, up 23% year-over-year. Calculated billings were $784.5 million, up 25%, and deferred revenue was $1,985.0 million, up 26%. GAAP loss from operations was $25.4 million, or 4% of revenue, while non-GAAP income from operations was $146.7 million, or 22% of revenue.

Why did the company's non-GAAP tax rate change?

Effective August 1, 2024, the start of fiscal 2025, Zscaler began using a long-term projected non-GAAP tax rate of 23% to determine non-GAAP net income and per-share amounts. The company says this improves consistency across interim periods and better reflects performance given its significant growth and non-GAAP operating income. Prior-period amounts were recast to reflect the change.

What acquisition did Zscaler announce?

In May 2025 Zscaler signed a definitive agreement to acquire Red Canary, a managed detection and response (MDR) vendor. The company says combining its data with Red Canary's MDR expertise will accelerate its vision for AI-powered security operations.

ZS 8-K: Earnings & Results & Leadership Changes

Q: What is the company's outlook for fiscal 2025?

For the fourth quarter, Zscaler expects revenue of $705 million to $707 million, non-GAAP income from operations of $152 million to $154 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, calculated billings of $3.184 billion to $3.189 billion, non-GAAP income from operations of $573 million to $575 million, and non-GAAP net income per share of $3.18 to $3.19.

01—Abstract

Summary

Summary of the 8-K filed May 29, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a, 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^b, 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^c 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^d 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.

02—Key points

Key Highlights

Revenue of $678.0 million for Q3 FY2025, up 23% year-over-year; calculated billings of $784.5 million, up 25%.
GAAP net loss of $4.1 million versus GAAP net income of $19.1 million in Q3 FY2024; non-GAAP net income rose to $136.8 million from $113.0 million.
Non-GAAP net income per diluted share of $0.84, compared with $0.71 a year earlier; GAAP net loss per share was $0.03.
Free cash flow of $119.5 million, or 18% of revenue, versus $123.1 million, or 22%, in the prior-year quarter.
Q4 FY2025 guidance calls for revenue of $705 million to $707 million and non-GAAP EPS of approximately $0.79 to $0.80; full-year revenue guidance is approximately $2.659 billion to $2.661 billion.
Kevin Rubin appointed CFO, succeeding Remo Canessa, who retires effective June 2, 2025; Rubin's grants include $12.6 million in RSUs and $5.4 million in PSUs.
Agreed in May 2025 to acquire Red Canary, a managed detection and response vendor, and appointed Raj Judge to the Board of Directors.

03—Questions

Frequently Asked Questions

Who is the new Chief Financial Officer and what is his compensation?
Kevin Rubin, 50, was appointed CFO and began employment on May 26, 2025. He receives a base salary of $470,000 per year and a target annual cash bonus of $470,000. He also received grants approved by the Compensation Committee: RSUs valued at $12,600,000 vesting over four years, PSUs valued at $5,400,000 tied to milestones to be described in the next proxy statement, and 50,000 option shares vesting over four years, all effective June 3, 2025.
How did Zscaler perform in the third quarter of fiscal 2025?
Revenue was $678.0 million, up 23% year-over-year. Calculated billings were $784.5 million, up 25%, and deferred revenue was $1,985.0 million, up 26%. GAAP loss from operations was $25.4 million, or 4% of revenue, while non-GAAP income from operations was $146.7 million, or 22% of revenue.
Why did the company's non-GAAP tax rate change?
Effective August 1, 2024, the start of fiscal 2025, Zscaler began using a long-term projected non-GAAP tax rate of 23% to determine non-GAAP net income and per-share amounts. The company says this improves consistency across interim periods and better reflects performance given its significant growth and non-GAAP operating income. Prior-period amounts were recast to reflect the change.
What is the company's outlook for fiscal 2025?
For the fourth quarter, Zscaler expects revenue of $705 million to $707 million, non-GAAP income from operations of $152 million to $154 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, calculated billings of $3.184 billion to $3.189 billion, non-GAAP income from operations of $573 million to $575 million, and non-GAAP net income per share of $3.18 to $3.19.
What acquisition did Zscaler announce?
In May 2025 Zscaler signed a definitive agreement to acquire Red Canary, a managed detection and response (MDR) vendor. The company says combining its data with Red Canary's MDR expertise will accelerate its vision for AI-powered security operations.

04—Continue

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