Zscaler, Inc. is an American cloud security company based in San Jose, California. The company offers cloud-based services to protect enterprise networks and data.3Wikipedia text CC BY-SA 4.0
Zscaler, Inc. is an American cloud security company based in San Jose, California. The company offers cloud-based services to protect enterprise networks and data.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Revenue10111213146$3.4B in 2026+1007% since 2019Gross profit10111213146$2.6B in 2026+959% since 2019Operating income10111213146-$133.3M in 2026+277% since 2019Net income10111213146-$63.2M in 2026+120% since 2019
Revenue151617$850.5M in Q3 FY2026+8% since Q1 FY2025Gross profit151617$657.8M in Q3 FY2026+9% since Q1 FY2025Operating income151617-$29.6M in Q3 FY2026−18% since Q1 FY2025Net income151617-$13.9M in Q3 FY2026+20% since Q1 FY2025
Every line of the income statement as filed: the last 3 fiscal years, latest first.6
Period ending
2026-07-31
2025-07-31
2024-07-31
Revenue
$3.4B
$2.7B
$2.2B
Cost of revenue
$777.6M
$618.2M
$477.1M
Gross profit
$2.6B
$2.1B
$1.7B
Sales and marketing
$1.5B
$1.3B
$1.1B
Research and development
$903.4M
$672.5M
$499.8M
General and administrative
$308.9M
$251.8M
$212.1M
Total operating expenses
$2.7B
$2.2B
$1.8B
Loss from operations
-$133.3M
-$128.5M
-$121.5M
Interest income
$136.1M
$125.4M
$109.1M
Interest expense
-$11.8M
-$9.5M
-$13.1M
Other expense, net
-$8.2M
-$5.7M
-$3.8M
Loss before income taxes
-$17.1M
-$18.3M
-$29.2M
Provision for income taxes
$46.0M
$23.2M
$28.5M
Net loss
-$63.2M
-$41.5M
-$57.7M
Net loss per share, basic (in dollars per share)
-$0.39
-$0.27
-$0.39
Net loss per share, diluted (in dollars per share)
-$0.39
-$0.27
-$0.39
Weighted-average shares used in computing net loss per share, basic (in shares)
160.2M shares
154.4M shares
149.6M shares
Weighted-average shares used in computing net loss per share, diluted (in shares)
160.2M shares
154.4M shares
149.6M shares
No quarter-by-quarter statement was filed.
Total assets1810111213146$7.9B in 2026+1202% since 2019Total liabilities1810111213146$5.3B in 2026+1682% since 2019Shareholders’ equity111213146$2.6B in 2026+742% since 2019Cash1810111213146$928.4M in 2026+1083% since 2019Long-term debt10111213$1.1B in 2024+33% since 2020
Total assets151617$7.1B in Q3 FY2026+9% since Q1 FY2025Total liabilities151617$4.7B in Q3 FY2026+5% since Q1 FY2025Shareholders’ equity151617$2.4B in Q3 FY2026+19% since Q1 FY2025Cash151617$982.1M in Q3 FY2026−27% since Q1 FY2025
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.6
Period ending
2026-07-31
2025-07-31
2024-07-31
2023-07-31
Cash and cash equivalents
$928.4M
$2.4B
Short-term investments
$2.5B
$1.2B
Accounts receivable, net
$1.1B
$992.2M
Deferred contract acquisition costs
$215.6M
$180.8M
Prepaid expenses and other current assets
$192.4M
$148.9M
Total current assets
$5.0B
$4.9B
Property and equipment, net
$753.0M
$543.4M
Operating lease right-of-use assets
$137.2M
$89.8M
Deferred contract acquisition costs, noncurrent
$402.4M
$328.7M
Total purchased intangible assets, net
$214.4M
$47.3M
Goodwill
$1.2B
$417.7M
$417.0M
Other noncurrent assets
$110.4M
$98.7M
Total assets
$7.9B
$6.4B
Accounts payable
$48.0M
$46.9M
Accrued expenses and other current liabilities
$133.3M
$94.0M
Accrued compensation
$234.6M
$181.8M
Deferred revenue
$2.5B
$2.1B
Operating lease liabilities
$64.9M
$52.5M
Total current liabilities
$3.0B
$2.4B
Convertible senior notes
$1.7B
$1.7B
Deferred revenue, noncurrent
$445.3M
$413.6M
Operating lease liabilities, noncurrent
$94.6M
$43.4M
Other noncurrent liabilities
$70.9M
$33.3M
Total liabilities
$5.3B
$4.6B
Preferred stock; $0.001 par value; 200,000 shares authorized as of July 31, 2026 and 2025, respectively; no shares issued and outstanding as of July 31, 2026 and 2025
$0
$0
Common stock; $1 par value; 1,000,000 shares authorized as of July 31, 2026 and 2025, respectively; 163,055 and 158,301 shares issued and outstanding as of July 31, 2026 and 2025, respectively
$163.0K
$159.0K
Additional paid-in capital
$3.9B
$3.0B
Accumulated other comprehensive income (loss)
-$23.5M
$8.1M
Accumulated deficit
-$1.3B
-$1.2B
Total stockholders equity
$2.6B
$1.8B
$1.3B
$725.1M
Total liabilities and stockholders equity
$7.9B
$6.4B
Preferred stock, par value (in dollars per share)
$1.00
$1.00
Preferred stock, shares authorized (in shares)
200.0M shares
200.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$1.00
$1.00
Common stock, shares authorized (in shares)
1.0B shares
1.0B shares
Common stock, shares issued (in shares)
163.1M shares
158.3M shares
Common stock, shares outstanding (in shares)
163.1M shares
158.3M shares
Period ending
2026-07-31
2025-07-31
2024-07-31
2023-07-31
Cash and cash equivalents
$928.4M
$2.4B
Short-term investments
$2.5B
$1.2B
Accounts receivable, net
$1.1B
$992.2M
Deferred contract acquisition costs
$215.6M
$180.8M
Prepaid expenses and other current assets
$192.4M
$148.9M
Total current assets
$5.0B
$4.9B
Property and equipment, net
$753.0M
$543.4M
Operating lease right-of-use assets
$137.2M
$89.8M
Deferred contract acquisition costs, noncurrent
$402.4M
$328.7M
Total purchased intangible assets, net
$214.4M
$47.3M
Goodwill
$1.2B
$417.7M
$417.0M
Other noncurrent assets
$110.4M
$98.7M
Total assets
$7.9B
$6.4B
Accounts payable
$48.0M
$46.9M
Accrued expenses and other current liabilities
$133.3M
$94.0M
Accrued compensation
$234.6M
$181.8M
Deferred revenue
$2.5B
$2.1B
Operating lease liabilities
$64.9M
$52.5M
Total current liabilities
$3.0B
$2.4B
Convertible senior notes
$1.7B
$1.7B
Deferred revenue, noncurrent
$445.3M
$413.6M
Operating lease liabilities, noncurrent
$94.6M
$43.4M
Other noncurrent liabilities
$70.9M
$33.3M
Total liabilities
$5.3B
$4.6B
Preferred stock; $0.001 par value; 200,000 shares authorized as of July 31, 2026 and 2025, respectively; no shares issued and outstanding as of July 31, 2026 and 2025
$0
$0
Common stock; $1 par value; 1,000,000 shares authorized as of July 31, 2026 and 2025, respectively; 163,055 and 158,301 shares issued and outstanding as of July 31, 2026 and 2025, respectively
$163.0K
$159.0K
Additional paid-in capital
$3.9B
$3.0B
Accumulated other comprehensive income (loss)
-$23.5M
$8.1M
Accumulated deficit
-$1.3B
-$1.2B
Total stockholders equity
$2.6B
$1.8B
$1.3B
$725.1M
Total liabilities and stockholders equity
$7.9B
$6.4B
Preferred stock, par value (in dollars per share)
$1.00
$1.00
Preferred stock, shares authorized (in shares)
200.0M shares
200.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$1.00
$1.00
Common stock, shares authorized (in shares)
1.0B shares
1.0B shares
Common stock, shares issued (in shares)
163.1M shares
158.3M shares
Common stock, shares outstanding (in shares)
163.1M shares
158.3M shares
Cash from operations10111213146$1.1B in 2026+1847% since 2019Capital spending10111213146$277.3M in 2026+987% since 2019Free cash flow10111213146$852.4M in 2026+2522% since 2019Share buybacks10$0 in 2021
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.6
Period ending
2026-07-31
2025-07-31
2024-07-31
Net loss
-$63.2M
-$41.5M
-$57.7M
Depreciation and amortization expense
$148.5M
$104.4M
$66.3M
Amortization expense of acquired intangible assets
$43.5M
$16.8M
$14.6M
Amortization of deferred contract acquisition costs
$203.7M
$166.3M
$130.1M
Amortization of debt issuance costs
$8.2M
$4.3M
$3.9M
Operating lease costs
$82.9M
$63.0M
$49.4M
Stock-based compensation expense
$821.9M
$661.4M
$527.7M
Accretion of investments purchased at a discount
-$4.7M
-$15.9M
-$19.1M
Unrealized (gains) losses on hedging transactions, net
-$772.0K
$369.0K
$753.0K
Deferred income taxes
-$20.4M
-$14.4M
-$5.6M
Other
$7.5M
$987.0K
$3.3M
Accounts receivable
-$140.0M
-$256.0M
-$153.0M
Deferred contract acquisition costs
-$312.2M
-$230.5M
-$200.3M
Prepaid expenses, other current and noncurrent assets
-$28.1M
-$41.6M
-$40.0M
Accounts payable
-$10.6M
$17.5M
$4.2M
Accrued expenses, other current and noncurrent liabilities
$36.4M
$5.2M
$43.6M
Accrued compensation
$44.6M
$21.0M
$10.5M
Deferred revenue
$379.9M
$573.1M
$450.3M
Operating lease liabilities
-$67.6M
-$62.0M
-$49.2M
Net cash provided by operating activities
$1.1B
$972.5M
$779.8M
Purchases of property, equipment and other assets
-$277.3M
-$164.3M
-$144.6M
Capitalized internal-use software
-$73.2M
-$81.5M
-$50.3M
Payments for business acquisitions, net of cash acquired
-$918.1M
-$834.0K
-$374.7M
Purchase of strategic investments
-$10.4M
-$824.0K
-$2.0M
Purchases of short-term investments
-$2.3B
-$1.3B
-$1.3B
Proceeds from maturities of short-term investments
$589.9M
$1.1B
$1.1B
Proceeds from sale of short-term investments
$290.7M
$0
$47.2M
Net cash used in investing activities
-$2.7B
-$427.0M
-$683.2M
Proceeds from issuance of common stock upon exercise of stock options
$4.0M
$3.6M
$12.2M
Proceeds from issuance of common stock under the employee stock purchase plan
$59.4M
$63.6M
$52.0M
Payment of deferred consideration related to business acquisitions
-$110.0K
-$792.0K
$0
Proceeds from issuance of the 2028 Notes
$0
$1.7B
$0
Payments for issuance costs related to the 2028 Notes
-$684.0K
-$24.1M
$0
Purchases of capped calls related to the 2028 Notes
-$197.0K
-$196.7M
$0
Payments for the settlement of the 2025 Notes
$0
-$1.2B
$0
Other
$0
$0
-$39.0K
Net cash provided by financing activities
$62.4M
$420.5M
$64.2M
Net increase (decrease) in cash and cash equivalents
-$1.5B
$965.9M
$160.9M
Cash paid for income taxes, net of tax refunds
$54.1M
$23.3M
$23.1M
Cash paid for interest expense
$0
$1.4M
$1.4M
Operating lease right-of-use assets obtained in exchange for operating lease obligations, net of terminations
$123.4M
$57.6M
$64.7M
Equity consideration for business acquisitions
$0
$0
$3.8M
Net change in purchased equipment included in accounts payable and accrued expenses
-$1.4M
$11.0M
$1.1M
Shares issued to settle the premium amount upon repayment of the 2025 Notes
$0
$4.0K
$0
Shares received and retired from the 2025 Capped Calls upon repayment of the 2025 Notes
$0
$2.0K
$0
Debt issuance and capped call costs included in accounts payable and accrued liabilities
$0
$999.0K
$0
Proceeds from sales of strategic investments not yet received
Zscaler sits at the top of its group. 28 entities, 17 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Zscaler
BlackRockFiled SCHEDULE 13G on Zscaler, latest Jul 30, 2026 (3 filings since Feb 7, 2022)
VANGUARD GROUP INCFiled SCHEDULE 13G/A on Zscaler, latest Mar 27, 2026 (5 filings since Feb 10, 2022)
Ajay Mangal Filed SC 13G/A on Zscaler, latest Feb 12, 2024 (3 filings since Feb 16, 2022)
Jagtar Singh ChaudhryFiled SC 13G/A on Zscaler, latest Feb 12, 2024 (3 filings since Feb 16, 2022)
ZscalerSan Jose, California, United States
ZSC HOLDINGS LIMITED Subsidiary · 100% · Wilmington, Delaware, United States
AIRGAP NETWORKS INC. Subsidiary · Wilmington, Delaware, United States
ZSCALER AUSTRALIA PTY LTD Subsidiary · Sydney, Australia
ZSCALER CANADA, INC. Subsidiary · Vancouver, British Columbia, Canada
ZSCALER COSTA RICA SOCIEDAD ANONIMA Subsidiary · San Jose, Costa Rica
ZSCALER UK LTD. Subsidiary · London, United Kingdom
ZSCALER SOFTECH INDIA PRIVATE LIMITED Subsidiary · 98.04% · Bengaluru, India
Avalor Technologies LTD Subsidiary · Israel
Smokescreen Technologies Private Limited Subsidiary · India
ZSC Brasil LTDA Subsidiary · Brazil
Zscaler Australia PTY LTD Subsidiary · Australia
Zscaler Austria GmbH Subsidiary · Austria
Zscaler Canada, Inc. Subsidiary · Canada
Zscaler Costa Rica S.A. Subsidiary · Costa Rica
Zscaler France SARL Subsidiary · France
Zscaler Germany GmbH Subsidiary · Germany
Zscaler Israel LTD Subsidiary · Israel
Zscaler K.K. Subsidiary · Japan
Zscaler Netherlands B.V. Subsidiary · Netherlands
Zscaler Spain S.L. Subsidiary · Spain
Zscaler Sweden AB Subsidiary · Sweden
Zscaler Switzerland GmbH Subsidiary · Switzerland
Zscaler Technologies Mexico, S. DE R.L. DE C.V. Subsidiary · Mexico
Zscaler UK LTD Subsidiary · United Kingdom
אוולור טכנולוגיות בע"מ Subsidiary · רמת גן, Israel
זיסקיילר ישראל בע"מ Subsidiary · רמת גן, Israel
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Zscaler reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
During our first fiscal quarter of 2027, we will transition to our new corporate headquarters located in Santa Clara, California, consisting of approximately 301,000 square feet of space under a sublease agreement that expires on April 30, 2032. Under a sublease that expires on October 31, 2026, we also lease approximately 172,000 square feet of space in San Jose, California, which currently serves as our corporate headquarters. We also maintain offices elsewhere in the United States, as well as multiple locations internationally, including in Asia, Europe and the Middle East. We lease all of our facilities and do not own any real property. We expect to add facilities as we grow our employee base and expand geographically.
We believe that our facilities are adequate to meet our needs for the immediate future and that, should it be needed, suitable additional space will be available to accommodate our operations.
Zscaler was founded in 2007 by Jay Chaudhry and K. Kailash. The company launched its cybersecurity platform in 2008. In August 2012, Zscaler secured $38 million in funding from investors. The company's second funding round, led by TPG Capital, raised $100 million in August 2015. In March 2018, the company had an initial public offering (IPO) in which it raised $192 million. The company is traded on the Nasdaq using the symbol ZS. Zscaler stock was added to the Nasdaq-100 index on December 17, 2021.
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Acquisitions
Zscaler acquired the AI and machine-learning technology of TrustPath in August 2018; the browser security company Appsulate for $13 million in May 2019; cloud security posture management startup Cloudneeti in April 2020; and microsegmentation firm Edgewise Networks in May 2020. The company purchased cybersecurity startup Trustdome in April 2021; Indian cybersecurity startup Smokescreen Technologies in May 2021; and cloud security firm ShiftRight for $25.6 million in September 2022.
On February 14, 2023, Zscaler announced it would acquire Israeli application security company Canonic, a company focused on protecting against attacks that target software as a service. In March 2024, the company acquired Israel-based data security startup Avalor, which uses AI to analyze data in search of identifying security vulnerabilities, for $310 million; and network segmentation startup Airgap Network, for an undisclosed amount.
On May 17, 2025, Zscaler announced it would acquire Red Canary for an undisclosed amount. Red Canary is a US based provider of Managed Detection and Response services. In February 2026, the company announced it the acquisition of browser security company SquareX for an undisclosed amount.
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
511 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 39 major events, 251 insider forms, 14 large holders, 1 private raises, 186 other. The latest 20:
203 open-market trades by officers, directors and large owners since October 2021: 1 buys and 202 sales. Grants, option exercises and gifts are left out.
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Where the company's money came from, by calendar year: private offerings filed with the SEC,
federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA.
Each bar links to the records below.
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Apr 12, 2024Raised $22.7 million in a private offering of equity41Form D: 5 investors so farForm D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
From the cover page of the 10-K filed Sep 3, 2026 (Section 12(b) of the Exchange Act).19
Risk factors and legal proceedings
The risks Zscaler names in Item 1A of its 10-K filed Sep 3, 2026: 56 risks under these headings, as written.19
Risks Related to Our Business
We have a history of annual net losses and may not be able to achieve or sustain profitability in the future.
If organizations do not adopt our cloud platform, our ability to grow our business and operating results may be adversely affected.
If we are unable to attract new customers, our future results of operations could be harmed.
If our customers do not renew their subscriptions for our services and add additional users and services to their subscriptions, our future results of operations could be harmed.
We have experienced rapid revenue and other growth in recent periods, which may not be indicative of our future performance.
If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high levels of service, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition and results of operations would be harmed.
Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
Our business and growth depend in part on the success of our relationships with our channel partners.
We face intense and increasing competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.
If the delivery of our services to our customers is interrupted or delayed for any reason, our business would suffer.
If we fail to develop or introduce new enhancements to our cloud platform, including AI enhancements, on a timely basis, our ability to attract and retain customers, remain competitive and grow our business could be impaired.
The other 45 risks
If our global network of data centers, which deliver our services, was damaged or otherwise failed to meet the requirements of our business, our ability to provide services to our customers and maintain the performance of our cloud platform could be negatively impacted, which could cause our business to suffer.
If our cloud platform or internal networks, systems or data are or are perceived to have been breached, our solution may be perceived as insecure, our reputation may be damaged and our financial results may be negatively impacted.
If our cloud platform does not interoperate with our customers’ network and security infrastructure or with third-party products, websites or services, our cloud platform may become less competitive and our results of operations may be harmed.
If we are not able to maintain and enhance our brand, our business and results of operations may be adversely affected.
If we do not effectively develop and expand our sales and marketing capabilities, we may be unable to add new customers or increase sales to our existing customers, and our business will be adversely affected.
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.
Because we recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results and may be difficult to discern.
We provide service level commitments under our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service and our business could suffer.
Our ability to maintain customer satisfaction depends in part on the quality of our customer support, including the quality of the support provided on our behalf by certain channel partners. Failure to maintain high-quality customer support could have an adverse effect on our business, financial condition and results of operations.
We rely on our key technical, sales and management personnel to grow our business, and the loss of one or more key employees or the inability to attract and retain qualified personnel could harm our business.
Our business depends, in part, on sales to the public sector and significant changes in the contracting or fiscal policies of public sector organizations could have an adverse effect on our business and operating results.
Our international operations expose us to significant risks, and failure to manage those risks could materially and adversely impact our business.
Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our operating results, financial condition and prospects.
If we are unable to effectively manage certain risks and challenges related to our India operations, our business could be harmed.
Our failure to raise additional capital necessary to expand our operations and invest in new solutions could reduce our ability to compete and could harm our business.
The actual or perceived failure of our cloud platform to block malware or prevent a security breach or incident could harm our reputation and adversely impact our business, financial condition and results of operations.
Issues in the development, use and execution of AI and ML, combined with an uncertain regulatory environment and evolving market expectations, may harm our business.
We incorporate technology from third parties into our cloud platform, and our inability to obtain or maintain rights to the technology could harm our business.
Some of our technology incorporates "open source" software, and we license some of our software through open source projects, which could negatively affect our ability to sell our platform and subject us to possible litigation.
We rely on a limited number of suppliers for certain components of our cloud platform and the systems we use to operate our business and provide services to our customers, and any disruption in the availability of these components could delay our ability to expand or increase the capacity of our global data center network, replace defective equipment in our existing data centers or otherwise operate our business and provide services to our customers.
Claims by others that we infringe their proprietary technology or other rights, or other lawsuits asserted against us, could result in significant costs and substantially harm our business, financial condition, results of operations and prospects.
The success of our business depends in part on our ability to protect and enforce our intellectual property rights.
Adverse economic conditions or reduced IT security spending may adversely impact our revenue and profitability.
Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties.
If we were not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed.
We are subject to governmental import and export controls and trade and economic sanctions and other trade controls including tariffs that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.
We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.
We are subject to counterparty default risks.
Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.
Risks Related to the Ownership of Our Common Stock
The concentration of our stock ownership with insiders will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring stockholder approval.
Certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our board of directors or current management and may adversely affect the market price of our common stock.
The market price of our common stock may be volatile, and you could lose all or part of your investment.
Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, as well as any issuances of our common stock in connection with the conversion of the 2028 Notes or other securities convertible or exercisable into shares of our common stock, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.
We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
If industry or financial analysts issue inaccurate or unfavorable research regarding our common stock, our stock price and trading volume could decline.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Risks Related to the 2028 Notes
Servicing of our debt will require a significant amount of cash, which may impact our cash available for working capital, capital expenditures and other corporate purposes.
The capped call transactions may affect the value of our common stock.
We are subject to counterparty risk with respect to the capped call transactions.
General Risks
We are subject to anti-corruption, anti-bribery and similar laws, and noncompliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
We may become involved in litigation that may materially and adversely affect us.
Legal proceedings
The information called for by this Item is incorporated herein by reference to Item 8. "Financial Statements and Supplementary Data," Note 12, Commitments and Contingencies, of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
