Investment Committee Memorandum

Zscaler, Inc. (NASDAQ: ZS)
Prepared: March 24, 2026

Investment Recommendation

BUY - High Conviction
Zscaler represents a compelling investment opportunity as the pure-play leader in cloud-native Zero Trust security with strong secular tailwinds from AI adoption, digital transformation, and VPN replacement. The company is achieving Rule-of-62 performance with 25%+ ARR growth and expanding profitability.

Executive Summary

Zscaler is the leader in cloud security, pioneering the Zero Trust security architecture that has become essential for modern enterprises. The Zscaler Zero Trust Exchange platform protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location.

As of Q2 FY2026 (January 31, 2026), Zscaler demonstrates exceptional financial momentum with ARR growing 25% year-over-year to $3,359 million and revenue of $815.8 million, an increase of 26% year-over-year. The company is operating at a Rule-of-62, significantly exceeding industry benchmarks.

Annual Recurring Revenue
$3.36B
+25% YoY growth (Q2 FY26)
Q2 FY26 Revenue
$815.8M
+26% YoY growth
Non-GAAP Op Margin
22%+
All-time high profitability
Rule-of-X Performance
62
26% growth + 36% FCF margin

Organizations racing to adopt AI are looking to Zscaler to provide the security solution they trust, positioning the company at the intersection of two massive secular trends: Zero Trust adoption and AI security.

Recent Financial Performance

Q2 FY2026 Results (Ended January 31, 2026)

Zscaler delivered strong second-quarter results that exceeded guidance on both revenue and profitability metrics:

Q1 FY2026 Results (Ended October 31, 2025)

The first quarter set a strong foundation for the fiscal year:

Key Performance Indicator: The company's innovation, combined with disciplined execution, enabled operation at a Rule-of-62 fiscal year-to-date, significantly outperforming the Rule-of-40 benchmark. This demonstrates Zscaler's ability to balance high growth with improving profitability—a rare combination in high-growth SaaS.

Updated FY2026 Guidance

For the full year of fiscal 2026, the company expects Annual Recurring Revenue of $3.730 billion to $3.745 billion, growth of 24%, up from previous guidance. Revenue of approximately $3.309 billion to $3.322 billion, growth of 24%, up from prior guidance.

Product Portfolio & Competitive Advantages

Core Platform Architecture

Distributed across more than 160 data centers globally, the SASE-based Zero Trust Exchange is the world's largest in-line cloud security platform. This platform represents a fundamentally different approach compared to traditional firewall-based security.

The Zscaler Zero Trust Exchange is a comprehensive, integrated platform that enables zero trust security and network transformation for all users, workloads, IoT/OT, and B2B partners. Based on the zero trust principle of least-privileged access, the unique proxy architecture enables full TLS/SSL inspection at scale.

Zscaler Internet Access (ZIA)

Secure Web Gateway that provides cloud-delivered firewall, sandbox, SSL inspection, and threat prevention for all internet and SaaS traffic.

✓ Replaces traditional firewalls and VPNs

Zscaler Private Access (ZPA)

The world's most deployed ZTNA platform. As a cloud native service, ZPA can be deployed in hours to replace legacy VPNs.

✓ Eliminates lateral movement and reduces attack surface

AI Security (SPLX + Red Canary)

The acquisition extends the Zero Trust Exchange platform with critical capabilities like shift-left AI asset discovery and automated red teaming.

✓ 80%+ YoY growth in AI Security pillar

Data Protection (DLP/CASB)

Comprehensive data loss prevention and cloud access security broker capabilities providing visibility and control across all channels.

✓ Inline inspection at scale with zero performance impact

Zero Trust Cloud

Centralizes and standardizes workload security management across all clouds through a single framework with real-time traffic inspection.

✓ Eliminates complex firewall management

Digital Experience (ZDX)

Introduces end-to-end visibility and device scoring, providing IT teams unprecedented visibility to proactively remediate performance issues.

✓ Improves employee productivity

Technical Differentiation vs. Traditional Security

Zero Trust Architecture Advantage: Users connect directly to apps, not the network, minimizing the attack surface and eliminating lateral movement. This contrasts sharply with VPN-based approaches that provide network-level access.

Zscaler can deliver full SSL inspection and inline protections at scale, securing 500 billion transactions per day at 160+ locations worldwide. This scalability is unmatched by appliance-based competitors.

Competitive Analysis

Zscaler operates in the highly competitive Security Service Edge (SSE) and Secure Access Service Edge (SASE) markets. Zscaler has a rating of 4.7 stars with 1126 reviews on Gartner Peer Insights, demonstrating strong customer satisfaction.

Primary Competitors

Competitor Approach Key Strengths Zscaler's Advantage
Palo Alto Networks (Prisma SASE) Network-centric, VM-based Comprehensive platform, strong brand in firewalls Palo Alto backhaults traffic to single-tenant VMs that degrade performance. Zscaler's multitenant proxy architecture delivers services at the edge with zero performance degradation
Cloudflare One Performance-first CDN + security 46% faster than Zscaler for ZTNA according to Cloudflare benchmarks Zscaler offers deeper security inspection and enterprise-grade DLP. Focused security vs. multi-product approach
Cisco Umbrella DNS-layer security + SWG Cisco ecosystem integration, networking heritage Cloud-native from inception vs. retrofitted legacy architecture
Netskope Cloud-proxy, data-centric Primary choice for cloud-first, data-sensitive organizations with best visibility and control for SaaS Broader platform with stronger ZTNA and workload security capabilities
Fortinet/Check Point Firewall-centric Cost-effective, broad product portfolio True cloud-native vs. appliance-based thinking

Competitive Strategy & Market Position

Zscaler and Netskope approach security from a cloud-proxy perspective (SSE), focusing on the user-to-app connection. Palo Alto Networks and Cato approach the problem from a networking foundation. This architectural difference is fundamental.

Market Leadership: Today, over 40% of Fortune 500 enterprises rely on Zscaler to simplify their IT operations, consolidate point security products, and improve security and user experience. Zscaler is responsible for securing more than 400 of the Forbes Global 2000 companies.

Key Competitive Advantages:

Competitive Risks

Leadership Style & Management Quality

JC

Jay Chaudhry - Founder, Chairman & CEO

Background: Indian-American technology entrepreneur and the CEO and founder of cloud security company Zscaler. Chaudhry's own wealth is estimated at $9.5 billion, according to Forbes.

Track Record: Jay is an accomplished entrepreneur, having founded a series of successful companies, including AirDefense, CipherTrust, CoreHarbor, SecureIT, and Zscaler—all of which were successfully acquired or taken public.

Education: Bachelor of Technology in Electronics Engineering from IIT BHU Varanasi. MBA in Marketing, MS in Computer Engineering, and MS in Industrial Engineering from University of Cincinnati. Completed Executive Management Program from Harvard Business School.

Leadership Philosophy & Style

When it comes to what traits it takes to succeed, Chaudhry cites one characteristic: passion. Specifically, a "passion to achieve something meaningful". Being passionate about what you're doing makes it much easier to do the job. When that's your driving force, "then work becomes your hobby, because you're enjoying it".

Serial Entrepreneur Mindset: Chaudhry's approach reflects his experience building five successful security companies. He has a history of introducing visionary innovations to market that address the demand for securely enabling emerging technology trends.

Strategic Vision: Chaudhry positions Zscaler as the cybersecurity platform for the AI age, with the in-line Zero Trust platform uniquely architected to secure the unprecedented speed and scale of AI and agentic workflows. This demonstrates forward-looking strategy aligned with emerging enterprise needs.

Management Quality Assessment

Strengths:

Considerations:

Capital Allocation & M&A Strategy

Recent strategic acquisitions demonstrate thoughtful platform expansion:

These acquisitions target high-growth adjacencies (AI security, browser isolation) rather than revenue roll-ups, indicating strategic sophistication.

Major Shareholders & Ownership Structure

Zscaler is owned by 53.10% institutional shareholders, 26.03% Zscaler insiders, and 20.88% retail investors. This ownership structure provides a balance between institutional governance and insider alignment.

Top Shareholders

Shareholder Ownership % Shares (Approx) Notes
Ajay Mangal 16.7% 26.84M Largest individual shareholder (family trust of founder)
Jay Chaudhry (CEO) ~17% ~27M Second-largest shareholder who also holds the title of Chief Executive Officer
Vanguard Group 7.2% 11.42M Leading index fund provider
BlackRock 4.9% 7.83M Increased holdings by 0.10% in recent quarter
State Street ~3-4% ~5-6M Major institutional holder
Ownership Implications: The top 6 shareholders account for more than half of the share register, with founder/management control providing strategic stability. The 53% institutional ownership brings governance oversight and liquidity.

Insider Alignment

The significant insider ownership (26%) is a strong positive signal:

Institutional Quality: Blue-chip institutional investors (Vanguard, BlackRock, State Street) provide validation of investment thesis and governance oversight. Because institutional owners have a huge pool of resources and liquidity, their investing decisions tend to carry a great deal of weight.

Growth Drivers & Upside Potential

Three Growth Pillars

Zscaler continues to see robust demand across all three of its growth pillars: AI Security, Zero Trust Everywhere, and Data Security.

AI Security

AI Security pillar grew over 80% year over year, exceeding the FY26 target of $400 million ARR three quarters earlier than expected.

✓ Fastest growing segment with massive TAM expansion

Zero Trust Everywhere

Successfully expanded Zero Trust Everywhere initiative, securing over 4500 enterprises, surpassing target three quarters ahead of schedule.

✓ VPN replacement driving enterprise adoption

Data Security

Comprehensive DLP, CASB, and data governance capabilities addressing increasing regulatory requirements and data residency needs.

✓ Regulatory tailwinds from data sovereignty

Major Secular Tailwinds

Customer Expansion Dynamics

Zscaler introduced the ZFlex program, which generated over $175 million in total contract value, growing over 70% quarter over quarter, providing customers flexibility in module adoption. This land-and-expand motion drives NDR (Net Dollar Retention).

Enterprise Penetration: With 40% of Fortune 500 as customers, significant whitespace remains in mid-market and international expansion. Large enterprises typically start with one use case and expand to platform over 2-3 years.

Quantitative Upside Scenarios

Base Case (60% probability): Zscaler maintains ~23-25% ARR growth through FY2027, reaching $5.5B ARR with expanding margins to 25%+ non-GAAP operating margin. Stock fairly valued at 9-10x ARR multiple = ~$50-55B market cap (+40-50% upside).

Bull Case (25% probability): AI security adoption accelerates, driving 30%+ growth and 50%+ market share in Zero Trust. ARR reaches $6.5B+ by FY2027 with 28% operating margins. Premium 12x ARR multiple = $75-80B market cap (+100%+ upside).

Bear Case (15% probability): Competition intensifies, growth decelerates to 15-18%. Margins expand slowly. 7x ARR multiple = $35-40B market cap (-5 to +10% upside).

Investment Risks & Mitigation

Key Risks

Mitigating Factors

Investment Thesis Summary

Why Zscaler Now?

1. Market Leadership in Secular Growth Category: Zero Trust and SASE represent multi-decade transitions as enterprises abandon castle-and-moat network security. Zscaler is the pure-play leader with cloud-native architecture competitors are still trying to replicate.

2. AI Security Inflection: The AI security opportunity is just beginning. Zscaler pioneered Zero Trust security with cloud-native switchboard architecture, and by integrating SPLX technology, is expanding best-in-class AI Security solutions. This positions the company at the intersection of two mega-trends.

3. Accelerating Profitability: The company has demonstrated operating leverage with non-GAAP operating margins expanding to 22%+ while maintaining 25%+ revenue growth. This Rule-of-62 performance is exceptional for a company at this scale.

4. Founder-Led with Proven Track Record: Jay Chaudhry has built and successfully exited four security companies before Zscaler. His 16.7%+ ownership stake ensures alignment with shareholders.

5. Large TAM with Low Penetration: Global cybersecurity market exceeds $200B+ and growing. SSE/SASE segment is $25-30B growing 25%+ annually. Zscaler has only penetrated a fraction of addressable market.

Compelling Risk/Reward: At current levels, Zscaler offers 40-100% upside over 2-3 years in base-to-bull scenarios, with downside limited to 10-15% in bear case given strong fundamentals and sticky customer base. The combination of durable growth, improving profitability, and secular tailwinds creates asymmetric opportunity.

Recommended Position Sizing

Allocation: 2.5-4.0% portfolio weight

Time Horizon: 3-5 years

Entry Strategy: Build position over 2-3 months, with 50% initial position and add on any 10%+ pullbacks

Exit Triggers: (1) Deceleration below 18% ARR growth for two consecutive quarters, (2) Loss of key customers or competitive displacement, (3) Founder departure without strong succession

Appendix: Key Metrics & Definitions

Financial Metrics

Fiscal Year Calendar

Zscaler operates on a July 31 fiscal year end: