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Equity | 12 Months Ended
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Jan. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Equity | Equity Preferred Stock—The Company’s amended and restated certificate of incorporation authorized the issuance of 200.0 million shares of undesignated preferred stock with a par value of $0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors. No preferred stock was outstanding during any periods presented. Common Stock—The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, converting, and transfer rights, and have a par value of $0.0001 per share. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. No Class B common stock was outstanding during any periods presented. The Company had reserved shares of common stock for future issuance as follows (in thousands):
| January 31, 2025 |  | January 31, 2024
2012 Equity Incentive Plan: |  |  |
Options outstanding | 20,067 |  |  | 26,767 |
Restricted stock units outstanding | — |  |  | 789 |
2020 Equity Incentive Plan: |  |  |
Options outstanding | 1,586 |  |  | 602 |
Restricted stock units outstanding | 24,790 |  |  | 20,168 |
Shares available for future grants | 64,834 |  |  | 59,371 |
2020 Employee Stock Purchase Plan: |  |  |
Shares available for future grants | 16,446 |  |  | 13,764 |
Total shares of common stock reserved for future issuance | 127,723 |  |  | 121,461 |
Stock Repurchase Program—In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $2.0 billion of the Company’s outstanding Class A common stock. Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws. The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors. The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. In August 2024, the Company’s board of directors authorized the repurchase of an additional $2.5 billion of its outstanding common stock and extended the expiration date of the stock repurchase program from March 2025 to March 2027. The following table summarizes the stock repurchase activity under the Company’s stock repurchase program (in thousands, except per share data):
|  | Fiscal Year Ended January 31,
|  | 2025 |  | 2024
Number of shares repurchased |  | 14,765 |  |  | 4,012 |
Weighted-average price per share(1) |  | $ | 130.87 |  |  | $ | 147.49 |
Aggregate purchase price(1) |  | $ | 1,932,164 |  |  | $ | 591,673 |
________________ (1)Excludes transaction costs associated with the repurchases. All repurchases were made in open market transactions, except for the 3.6 million shares of the Company’s outstanding Class A common stock that were repurchased for $399.6 million from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $112.50 per share. See Note 10, “Convertible Senior Notes,” for further details. As of January 31, 2025, $2.0 billion remained available for future stock repurchases under the stock repurchase program (exclusive of any transaction costs associated with repurchases). The first 0.5 million shares repurchased during the fiscal year ended January 31, 2024 were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets. All shares of Class A common stock subsequently repurchased were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the consolidated balance sheets. Treasury Stock—As described above, 0.5 million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which 56,000 and 8,000 shares were reissued upon settlement of equity awards during the fiscal years ended January 31, 2025 and 2024, respectively. In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination. These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025. Equity Incentive Plans—The Company’s 2020 Equity Incentive Plan (2020 Plan) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of equity compensation (collectively, equity awards). All shares that remain available for future grants are under the 2020 Plan. The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company. The 2012 Plan was terminated in September 2020 in connection with the Company’s initial public offering (IPO) but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan. Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan. No further equity awards will be granted under the 2012 Plan. A total of 34.1 million shares of the Company’s Class A common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 78.8 million. On February 1, 2024, the shares available for future grants under the 2020 Plan were automatically increased by 16.7 million shares pursuant to the provision described in the preceding sentence. The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP) authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 5.7 million shares of the Company’s Class A common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. On February 1, 2024, the shares available for future grants under the 2020 ESPP were automatically increased by 3.3 million shares pursuant to the provision described in the preceding sentence. The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85% of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. Offering periods are generally six months long and begin on the first trading day on or after March 15 and September 15 of each year, except for the first two offering periods. The initial offering period began on September 15, 2020 and ended on February 26, 2021. The second offering period began on March 1, 2021 and ended on September 14, 2021. Stock Options—Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over four years and expire ten years from the date of grant. Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant. A summary of stock option activity during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:
|  | Number of Options Outstanding (in thousands) |  | Weighted- Average Exercise Price |  | Weighted-Average Remaining Contractual Life (in years) |  | Aggregate Intrinsic Value (in thousands) |  |
Balance—January 31, 2022 |  | 42,043 |  | $ | 7.53 |  |  | 6.9 |  | $ | 11,283,299 |  |  |
Granted |  | 642 |  | $ | 207.56 |  |  |  |  |  |  |
Exercised |  | (6,118) |  | $ | 6.50 |  |  |  |  |  |  |
Canceled |  | (713) |  | $ | 8.02 |  |  |  |  |  |  |
Balance—January 31, 2023 |  | 35,854 |  | $ | 11.27 |  |  | 5.9 |  | $ | 5,237,549 |  |  |
Exercised |  | (8,357) |  | $ | 6.84 |  |  |  |  |  |  |
Canceled |  | (128) |  | $ | 70.59 |  |  |  |  |  |  |
Balance—January 31, 2024 |  | 27,369 |  | $ | 12.35 |  |  | 5.0 |  | $ | 5,023,664 |  |  |
Granted |  | 1,037 |  | $ | 163.17 |  |  |  |  |  |  |
Exercised |  | (6,608) |  | $ | 6.79 |  |  |  |  |  |  |
Canceled |  | (145) |  | $ | 78.83 |  |  |  |  |  |  |
Balance—January 31, 2025 |  | 21,653 |  | $ | 20.83 |  |  | 4.2 |  | $ | 3,493,648 |  |  |
Vested and expected to vest as of January 31, 2025 |  | 21,653 |  | $ | 20.83 |  |  | 4.2 |  | $ | 3,493,648 |  |  |
Exercisable as of January 31, 2025 |  | 20,645 |  | $ | 13.53 |  |  | 4.1 |  | $ | 3,478,059 |  |  |
The weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2025 and 2023 was $79.16 and $101.66 per share, respectively. No options were granted during the fiscal year ended January 31, 2024. The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024, and 2023 was $913.9 million, $1.3 billion, and $1.0 billion, respectively. The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2025, 2024, and 2023 was $31.2 million, $42.3 million, and $79.1 million, respectively. Equity-Classified RSUs—RSUs granted under the 2012 Plan are equity-classified and had both service-based and performance-based vesting conditions, of which the performance-based vesting condition was satisfied upon the effectiveness of the IPO in September 2020. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved. Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years, and the related stock-based compensation for these RSUs is recognized on a straight-line basis over the requisite service period. In addition, under the 2020 Plan, the Company granted 0.8 million and 0.5 million equity-classified RSUs (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team during the fiscal years ended January 31, 2025 and 2024, respectively. These Leadership PRSUs were granted at 120% of the target number of these awards, representing the maximum number of Leadership PRSUs that may be eligible to vest over their full term, and have both service-based and performance-based vesting conditions. The service-based vesting condition for these Leadership PRSUs is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company. The ultimate number of the Leadership PRSUs eligible to vest ranges between 0% to 120% of the target number of the Leadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the respective fiscal year. Stock-based compensation associated with these Leadership PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved. Stock-based compensation recognized for these Leadership PRSUs was $60.2 million and $30.8 million for the fiscal years ended January 31, 2025 and 2024, respectively. A summary of equity-classified RSUs activity during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:
| Number of Shares (in thousands) |  | Weighted-Average Grant-Date Fair Value per Share
Unvested Balance—January 31, 2022 | 9,612 |  |  | $ | 180.08 |
Granted | 10,788 |  |  | $ | 180.65 |
Vested | (3,348) |  |  | $ | 165.30 |
Forfeited | (1,492) |  |  | $ | 206.02 |
Unvested Balance—January 31, 2023 | 15,560 |  |  | $ | 181.17 |
Granted | 12,706 |  |  | $ | 158.28 |
Vested | (6,810) |  |  | $ | 172.38 |
Forfeited | (1,881) |  |  | $ | 176.44 |
Unvested Balance—January 31, 2024 | 19,575 |  |  | $ | 169.82 |
Granted | 17,096 |  |  | $ | 142.07 |
Vested | (9,900) |  |  | $ | 168.04 |
Forfeited | (3,367) |  |  | $ | 163.07 |
Performance adjustment(1) | (50) |  |  | $ | 139.58 |
Unvested Balance—January 31, 2025 | 23,354 |  |  | $ | 151.30 |
________________ (1)Represents an adjustment in the number of shares outstanding, with regards to Leadership PRSUs granted during the fiscal year ended January 31, 2024, based on the actual achievement of the associated Company annual performance targets for fiscal 2024. Liability-Classified RSUs—During the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company agreed to grant, under the 2020 Plan, RSUs that contain both post-combination service-based and performance-based vesting conditions (Acquisition PRSUs) to eligible existing or future employees, subject to a maximum total number of approximately 1.7 million shares. The post-combination service-based vesting condition for these Acquisition PRSUs is satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is contingent on the achievement of certain performance metric over the twelve-month period ending January 31, 2027. Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied. The ultimate number of Acquisition PRSUs eligible to vest is determined based on the actual achievement of the performance metric, which takes into account certain factors including the Company’s stock price and market capitalization. Once granted, Acquisition PRSUs are initially liability-classified and recorded in other liabilities on the Company’s consolidated balance sheets, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of shares. Subsequently, these awards are remeasured to the fair value at each reporting date until the number of Acquisition PRSUs eligible to vest is fixed, at which time these awards will be reclassified to equity. Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition, using an accelerated attribution method over the requisite service period, with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date. As of January 31, 2025 and 2024, the liabilities associated with these Acquisition PRSUs were $11.1 million and $0.5 million, respectively. The Company recognized stock-based compensation of $10.6 million and $0.5 million associated with these Acquisition PRSUs for the fiscal years ended January 31, 2025 and 2024, respectively. A summary of liability-classified RSUs activity during the fiscal years ended January 31, 2025 and 2024 is as follows:
| Number of Shares (in thousands)
Unvested Balance—January 31, 2023 | — |
Granted(1) | 1,382 |
Unvested Balance—January 31, 2024 | 1,382 |
Granted(1) | 118 |
Forfeited | (64) |
Unvested Balance—January 31, 2025 | 1,436 |
________________ (1)Represents the maximum number of Acquisition PRSUs that may be eligible to vest with respect to these awards over their full term. Restricted Common Stock—From time to time, the Company has granted restricted common stock outside of the Plans. Restricted common stock is not deemed to be outstanding for accounting purposes until it vests. A summary of restricted common stock activity outside of the Plans during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:
|  |  | Outside of the Plans
|  |  |  |  | Number of Shares (in thousands) |  | Weighted-Average Grant-Date Fair Value per Share
Unvested Balance—January 31, 2022 |  |  |  |  | 380 |  |  | $ | 2.11 |
Granted |  |  |  |  | 409 |  |  | $ | 229.13 |
Vested |  |  |  |  | (361) |  |  | $ | 2.10 |
Unvested Balance—January 31, 2023 |  |  |  |  | 428 |  |  | $ | 219.26 |
Granted |  |  |  |  | 385 |  |  | $ | 194.28 |
Vested |  |  |  |  | (142) |  |  | $ | 199.28 |
Unvested Balance—January 31, 2024 |  |  |  |  | 671 |  |  | $ | 209.15 |
Granted |  |  |  |  | 445 |  |  | $ | 162.15 |
Vested |  |  |  |  | (219) |  |  | $ | 213.81 |
Forfeited |  |  |  |  | (76) |  |  | $ | 226.91 |
Unvested Balance—January 31, 2025 |  |  |  |  | 821 |  |  | $ | 180.82 |
During the fiscal year ended January 31, 2025, in connection with the Datavolo business combination, the Company issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $64.6 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. As of January 31, 2025, all 0.4 million shares remained unvested. During the fiscal year ended January 31, 2024, in connection with the Samooha business combination, the Company issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $74.8 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. As of January 31, 2025 and 2024, 0.3 million and 0.4 million shares remained unvested, respectively. During the fiscal year ended January 31, 2023, in connection with the Streamlit business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s common stock outside of the Plans in exchange for a portion of their Streamlit stock. These shares are subject to vesting agreements pursuant to which the shares will vest over three years, subject to each founder’s continued employment with the Company or its affiliates. The $93.7 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of three years. As of January 31, 2025 and 2024, 0.1 million and 0.3 million shares remained unvested, respectively. See Note 7, “Business Combinations,” for further details. Stock-Based Compensation—The following table summarizes the assumptions used in estimating the grant-date fair values of stock options granted to employees during the fiscal years ended January 31, 2025 and 2023:
|  |  |  |  |  |  | Fiscal Year Ended January 31,
|  |  |  |  | 2025 |  | 2023
Expected term (in years) |  |  |  |  |  |  | 4.8 - 6.0 |  | 6.0
Expected volatility |  |  |  |  |  |  | 56.6% - 56.7% |  | 50.0 | %
Risk-free interest rate |  |  |  |  |  |  | 4.2% - 4.4% |  | 1.8 | %
Expected dividend yield |  |  |  |  |  |  | — | % |  | — | %
No stock options were granted during the fiscal year ended January 31, 2024. In addition, for the stock option granted during the fiscal year ended January 31, 2025, the shares to be issued upon exercise are subject to a one-year holding period. As such, the Company applied a 7.6% discount for lack of marketability to the fair value estimated using the Black-Scholes option-pricing model, based on the assumptions included in the table above. The following table summarizes the assumptions used in estimating the fair values of ESPP Rights granted under the 2020 ESPP during the fiscal years ended January 31, 2025, 2024, and 2023:
| Fiscal Year Ended January 31,
| 2025 |  | 2024 |  | 2023
Expected term (in years) | 0.5 |  | 0.5 |  | 0.5
Expected volatility | 46.3% - 49.6% |  | 48.4% - 71.3% |  | 58.9% - 74.8%
Risk-free interest rate | 4.5% - 5.4% |  | 4.7% - 5.5% |  | 0.9% - 3.8%
Expected dividend yield | — | % |  | — | % |  | — | %
Expected term—For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company’s historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The expected term for ESPP Rights approximates the offering period. Expected volatility—In fiscal 2023 and 2024, the Company used the average volatility of its Class A common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption. During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption. Risk-free interest rate—Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant. Expected dividend yield—Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero. Fair value of underlying common stock—The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange. The following table summarizes the assumptions used in estimating the fair value of liability-classified Acquisition PRSUs as of January 31, 2025 and 2024:
|  |  |  |  | January 31, 2025 |  | January 31, 2024
Expected volatility |  |  |  |  |  |  | 50.0 | % |  | 60.0 | %
Risk-free interest rate |  |  |  |  |  |  | 4.2 | % |  | 4.0 | %
Expected volatility—In fiscal 2024, expected volatility was estimated based on the historical volatility of the Company’s Class A common stock. During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption. Risk-free interest rate—Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term that approximates the period from the reporting date to January 31, 2027. Stock-based compensation included in the consolidated statements of operations was as follows (in thousands):
|  |  | Fiscal Year Ended January 31,
|  |  |  |  | 2025 |  | 2024 |  | 2023
Cost of revenue |  |  |  |  | $ | 142,163 |  |  | $ | 123,363 |  |  | $ | 106,302 |
Sales and marketing |  |  |  |  | 331,807 |  |  | 299,657 |  |  | 246,811 |
Research and development |  |  |  |  | 852,027 |  |  | 644,928 |  |  | 407,524 |
General and administrative |  |  |  |  | 153,317 |  |  | 100,067 |  |  | 100,896 |
Stock-based compensation, net of amounts capitalized |  |  |  |  | 1,479,314 |  |  | 1,168,015 |  |  | 861,533 |
Capitalized stock-based compensation |  |  |  |  | 38,493 |  |  | 48,830 |  |  | 29,417 |
Total stock-based compensation |  |  |  |  | $ | 1,517,807 |  |  | $ | 1,216,845 |  |  | $ | 890,950 |
As of January 31, 2025, total compensation cost related to unvested awards not yet recognized was $3.5 billion, which will be recognized over a weighted-average period of 2.8 years.

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