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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedApril 30, 2025 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _to_Commission File Number:001-38413 ZSCALER, INC. (Exact Name of Registrant as Specified in its Charter) 26-1173892(I.R.S. EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) 120 Holger WaySan Jose,California95134(Address of principal executive offices) Registrant’s telephone number, including area code: (408)533-0288 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.YesýNo☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files)YesýNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filerýNon-accelerated filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐Noý As of May 23, 2025, the number of shares of registrant’s common stock outstanding was155,695,672. ZSCALER, INC. Table of Contents PART I. FINANCIAL INFORMATION Item 1.Financial Statements (unaudited)Condensed Consolidated Balance Sheets as ofApril30, 2025 and July 31, 2024Condensed Consolidated Statement of Operations for the Three andNineMonths EndedApril30, 2025and 2024Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine MonthsEnded April 30, 2025 and 2024Condensed Consolidated Statements of Stockholders' Equity for the Three andNineMonths EndedApril30, 2025 and 2024Condensed Consolidated Statements of Cash Flows for theNineMonths EndedApril30, 2025 and 2024Notes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures about Market RiskItem 4.Controls and ProceduresPART II. OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995, including but not limited to statements regarding our financial outlook and market positioning. Theseforward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecastsand projections as well as the beliefs and assumptions of management. The words "believe," "may," "will," "potentially," "estimate,""continue," "anticipate," "intend," "could," "would," "project," "plan," "expect," and similar expressions that convey uncertainty offuture events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following: •the impact of macroeconomic and geopolitical events, developments and conditions on our business;•our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or grossmargin, operating expenses (including changes in sales and marketing, research and development and general andadministrative expenses) and our ability to achieve, and maintain, future profitability;•market acceptance of our cloud platform;•the effects of increased competition in our markets and our ability to compete effectively;•our ability to maintain the security and availability of our cloud platform;•our ability to maintain and expand our customer base, includi