v3.25.4

Stockholders' Equity | 12 Months Ended
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Dec. 31, 2025
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | 11. Stockholders’ Equity Preferred Stock In connection with its initial public offering (“IPO”), the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. Common Stock The Company has two classes of common stock: Class A common stock and Class B common stock. In connection with its IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 1,000,000,000 shares of Class A common stock and 500,000,000 shares of 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. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes. Class A and Class B common stock have a par value of $0.00001 per share and are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Any holder’s shares of Class B common stock will convert automatically to Class A common stock, on a one-to-one basis, upon the following: (i) sale or transfer of such share of Class B common stock, except for permitted transfers as described in the amended and restated certificate of incorporation; (ii) the death or incapacity of the Class B common stockholder (or nine months after the date of the death or incapacity if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earliest of (a) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which the outstanding shares of Class B common stock represent less than 10% of the then outstanding shares of Class A and Class B common stock; (b) the last trading day of the fiscal year following the tenth anniversary of the Company’s IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance (in thousands):
| December 31, 2025 |  | December 31, 2024
2014 Stock Plan: |  |  |
Options outstanding | 15,095 |  | 23,143
Restricted stock units outstanding | — |  | 278
2021 Equity Incentive Plan: |  |  |
Options outstanding | 23 |  | 23
Restricted stock units outstanding | 18,436 |  | 20,278
Remaining shares available for future issuance | 49,260 |  | 44,280
2021 Employee Stock Purchase Plan | 12,067 |  | 10,138
Total | 94,881 |  | 98,140
Equity Incentive Plans In September 2014, the Company’s board of directors adopted and the Company’s stockholders approved the 2014 Stock Plan (the “2014 Plan”). The 2014 Plan was also amended and restated in March 2021 and June 2021. Under the 2014 Plan, the board of directors may grant stock options and other equity-based awards to eligible employees, directors, and consultants. The 2014 Plan was terminated in June 2021 in connection with the IPO, but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Equity Incentive Plan (the “2021 Plan”), upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan. Equity-based awards granted under the 2014 Plan and the 2021 Plan generally vest over two to four years. All stock option grants expire ten years from the date of grant. In April 2021, the Company’s board of directors adopted, and in June 2021, the Company’s stockholders approved, the 2021 Plan, which became effective at the time of the execution of the underwriting agreement related to the Company’s IPO. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units awards, performance awards, and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. A total of 25,812,876 shares of the Company’s Class A common stock have been reserved for future issuance under the 2021 Plan in addition to (i) the shares that remained available for grant of future awards under the 2014 Plan at the time the 2021 Plan became effective, (ii) shares underlying outstanding stock awards granted under the 2014 Plan that expire, or are forfeited, cancelled, or reacquired, as described above, and (iii) any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan. In April 2021, the Company’s board of directors adopted, and in June 2021, the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective at the time of the execution of the underwriting agreement related to the Company’s IPO. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 5,162,575 shares of the Company’s Class A common stock have been reserved for future issuance under the 2021 ESPP, in addition to any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan. Except for the initial offering period, the 2021 ESPP provides for 12-month offering periods generally beginning on February 16 and August 16 of each year, and each offering period consists of two six-month purchase periods. The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the offering date or (2) the fair market value of the Company’s Class A common stock on the purchase date. The 2021 ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first trading day of a new purchase period is lower than the fair market value on the offering date, that offering period will terminate and participants will be automatically enrolled in a new 12-month offering period. Rollovers are accounted for as a modification to the original offering and result in incremental stock-based compensation expense to be recognized over the remaining requisite service period. ESPP rollovers occurred in February 2023, August 2024, and August 2025. The incremental stock-based compensation expense was $4.3 million for the August 2024 rollover, and immaterial for both the February 2023 and August 2025 rollovers. Pursuant to the terms of the Merger Agreement with IBM, the Company is not providing any new offering periods under the 2021 ESPP after December 7, 2025. Stock Options The following table summarizes stock option activity under the 2014 Plan and the 2021 Plan:
| Stock Options Outstanding
| Number of Shares (in thousands) |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2024 | 23,166 |  | $ | 7.97 |  |  | 4.95 |  | $ | 463,750 |
Stock options exercised | (7,877) |  | $ | 7.22 |  |  |  |  |
Stock options forfeited or expired | (171) |  | $ | 17.58 |  |  |  |  |
Balance as of December 31, 2025 | 15,118 |  | $ | 8.25 |  |  | 3.93 |  | $ | 333,039 |
Vested and expected to vest as of December 31, 2025 | 15,118 |  | $ | 8.25 |  |  | 3.93 |  | $ | 333,039 |
Vested and exercisable as of December 31, 2025 | 15,118 |  | $ | 8.25 |  |  | 3.93 |  | $ | 333,039 |
Aggregate intrinsic value represents the difference between the exercise price of the options to purchase common stock and the estimated fair value of the Company’s common stock. The intrinsic value of options exercised was $156.8 million, $153.1 million, and $241.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. No options were granted during the years ended December 31, 2025, 2024, and 2023. The total grant-date fair value of stock options vested was $8.8 million, $44.8 million, and $62.8 million during the years ended December 31, 2025, 2024, and 2023, respectively. Early Exercised Options All stock option holders have the right to exercise unvested options, which are subject to a repurchase right held by the Company at the original exercise price in the event of voluntary or involuntary termination of employment of the stockholder. As of December 31, 2024, there were 8,173 shares that had been early exercised and were subject to repurchase. The proceeds related to early exercised options are recorded as liabilities within accrued expenses and other liabilities and other liabilities, non-current on the consolidated balance sheets until the options vest, at which point they are reclassified to equity. As of December 31, 2024, the liability for early exercised options subject to repurchase was not material. As of December 31, 2025, there were no early exercised options subject to repurchase. Shares issued for early exercised options are included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest. RSUs The following table summarizes RSU activity under the 2014 Plan and the 2021 Plan:
| RSUs Outstanding
| Number of Shares (in thousands) |  | Weighted-Average Grant Date Fair Value
Unvested balance as of December 31, 2024 | 20,556 |  | $ | 26.97 |
RSUs granted | 16,146 |  | $ | 25.08 |
RSUs vested | (13,954) |  | $ | 27.31 |
RSUs forfeited or cancelled | (4,312) |  | $ | 27.64 |
Unvested balance as of December 31, 2025 | 18,436 |  | $ | 24.90 |
The total grant-date fair value of RSUs vested was $381.1 million, $348.5 million, and $281.5 million during the years ended December 31, 2025, 2024, and 2023, respectively. Restricted Common Stock In September 2024, in connection with the WarpStream Labs business combination discussed in Note 7, Business Combinations, Goodwill, and Intangible Assets, the Company issued 397,436 shares of Class A common stock to certain employees of WarpStream Labs. These shares are subject to holdback arrangements, pursuant to which the vesting is subject to continued employment over three years and achievement of certain milestones. The $7.9 million fair value of these shares is accounted for as post-combination stock-based compensation expense using the accelerated attribution method over the requisite service period when it is probable the performance-based vesting condition will be achieved. As of December 31, 2025 and 2024, 264,958 and 397,436 shares remained unvested, respectively. Restricted common stock is included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest. Determination of Fair Value The Company estimates the fair value of stock options and ESPP rights using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield. Fair Value of Common Stock: Since the Company’s IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its Class A common stock, which is traded on the Nasdaq Global Select Market. Expected Term: For option grants subject to service-based vesting conditions only, the expected term represents the period that the Company’s stock options are expected to be outstanding and is calculated using the simplified method for options that have only service-based vesting conditions. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, the Company estimates the expected term using historical data on employee exercises and post-vesting employment termination behavior, considering the contractual life of the award. Expected Volatility: Prior to July 2023, the expected volatility was derived from the average historical stock volatilities of public companies within the Company’s industry that it considers to be comparable to its business, over a period equivalent to the expected term of the stock options, since the Company did not have a sufficient trading history of its common stock. Beginning in July 2023, the Company used a weighted average volatility of its Class A common stock and the stocks of public companies within the Company’s industry to develop its expected volatility assumption. Beginning January 2025, the Company began using the average volatility of its Class A common stock to develop its expected volatility assumption. Risk-Free Interest Rate: The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon notes with maturities equivalent to the option’s expected term. Expected Dividend Yield: The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero. The fair value of employee stock purchase rights for offerings under the 2021 ESPP were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Expected term (in years) | 0.49 - 0.99 |  | 0.50 - 1.00 |  | 0.49 - 1.00
Expected volatility | 54.4% - 84.5% |  | 51.3% - 71.2% |  | 58.5% - 79.7%
Risk-free interest rate | 3.9% - 4.3% |  | 4.5% - 5.3% |  | 5.0% - 5.5%
Expected dividend yield | 0% |  | 0% |  | 0%
Stock-Based Compensation Expense Total stock-based compensation expense was as follows (in thousands):
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Cost of revenue - subscription | $ | 26,850 |  |  | $ | 27,133 |  |  | $ | 25,620 |
Cost of revenue - services | 6,659 |  |  | 9,306 |  |  | 11,096 |
Research and development | 187,147 |  |  | 166,468 |  |  | 139,809 |
Sales and marketing | 123,135 |  |  | 134,015 |  |  | 124,568 |
General and administrative | 53,534 |  |  | 58,738 |  |  | 48,740 |
Stock-based compensation, net of amounts capitalized | $ | 397,325 |  |  | $ | 395,660 |  |  | $ | 349,833 |
Capitalized stock-based compensation | 16,623 |  |  | 19,891 |  |  | 17,943 |
Total stock-based compensation | $ | 413,948 |  |  | $ | 415,551 |  |  | $ | 367,776 |
As of December 31, 2025, there was $392.8 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 1.5 years.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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