XML 28 R16.htm IDEA: XBRL DOCUMENT
v3.25.2

Stockholders' Equity | 6 Months Ended
--- | ---
Jul. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stockholders' Equity | Stockholders’ Equity Common Stock There are two classes of common stock that total 1,500,000,000 authorized shares: 1,000,000,000 authorized shares of Class A common stock and 500,000,000 authorized shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. Prior to the Company’s direct listing, which was completed on September 30, 2020, all 73,577,455 outstanding shares of redeemable convertible preferred stock were converted into an equivalent number of shares of Class B common stock. There were 156,783,538 shares of Class A common stock and 79,561,680 shares of Class B common stock issued and outstanding as of July 31, 2025. There were 147,476,415 shares of Class A common stock and 85,411,680 shares of Class B common stock outstanding as of January 31, 2025. All changes in the number of shares of common stock outstanding for the three and six months ended July 31, 2025 and 2024 were related to changes in Class A common stock, other than conversions of Class B common stock into an equivalent number of shares of Class A common stock. Stock Plans The Company has a 2009 Stock Plan (the “2009 Plan”), a 2012 Amended and Restated Stock Plan (the “2012 Plan”), and a 2020 Equity Incentive Plan (the “2020 Plan”). Each plan was initially established to grant equity awards to employees and consultants of the Company to assist in attracting, retaining, and motivating employees and consultants and to provide incentives to promote the success of the Company’s business. The number of shares reserved for issuance under the 2020 Plan increased by 9,414,923 shares of Class A common stock on February 1, 2022, by 10,714,637 shares of Class A common stock on February 1, 2023, by 11,236,396 shares of Class A common stock on February 1, 2024, and by 11,644,404 shares of Class A common stock on February 1, 2025, all pursuant to the evergreen provisions of the 2020 Plan. There are no outstanding awards under the 2009 Plan, and new issuances under the 2012 Plan terminated upon completion of the direct listing. Awards outstanding under the 2012 Plan continue to be outstanding and are governed by the provisions of the 2012 Plan. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code, nonstatutory stock options (“NSOs” and together with ISOs, “stock options”), stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSUs”), performance-based restricted stock unit awards (“PSUs”), and other forms of equity compensation. ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. Stock options under the 2020 Plan may be granted for periods of up to 10 years. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors. Stock options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48 per month thereafter. The Company has outstanding RSU awards issued pursuant to the 2012 Plan and 2020 Plan. RSUs granted generally vest on a predefined rate over a period of one to four years contingent upon continuous service. Shares of common stock purchased under the 2012 Plan are subject to certain restrictions and repurchase rights. Stock Options Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data):
| Number of Shares |  | Weighted- Average Exercise Price Per Share |  | Weighted- Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value
Balances at January 31, 2025 | 6,071 |  |  | $ | 3.48 |  |  | 3.6 |  | $ | 108,457 |
Stock options granted | — |  |  | — |  |  |  |  |
Stock options exercised | (593) |  |  | 3.50 |  |  |  |  |
Stock options cancelled | (1) |  |  | 0.93 |  |  |  |  |
Balances at July 31, 2025 | 5,477 |  |  | $ | 3.48 |  |  | 3.1 |  | $ | 61,383 |
Vested and exercisable at July 31, 2025 | 5,354 |  |  | $ | 3.50 |  |  | 3.1 |  | $ | 59,835 |
Vested and expected to vest at July 31, 2025 | 5,477 |  |  | $ | 3.48 |  |  | 3.1 |  | $ | 61,383 |
The total intrinsic value of stock options exercised during the periods presented were as follows:
| Three Months Ended July 31, |  | Six Months Ended July 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Aggregate intrinsic value of stock options exercised (in thousands) | $ | 3,123 |  |  | $ | 3,285 |  |  | $ | 7,706 |  |  | $ | 7,795 |
Restricted Stock Units The Company’s RSU activity is set forth below (in thousands, except per share data):
| Number of Shares |  | Weighted- Average Grant Date Fair Value Per Share |  | Aggregate Intrinsic Value
Unvested RSUs at January 31, 2025 | 21,521 |  |  | $ | 18.44 |  |  | $ | 459,258 |
RSUs granted | 5,931 |  |  | 17.40 |  |  |
RSUs vested | (4,931) |  |  | 19.68 |  |  |
RSUs cancelled/forfeited | (3,226) |  |  | 18.40 |  |  |
Unvested RSUs at July 31, 2025 | 19,295 |  |  | $ | 17.81 |  |  | $ | 283,251 |
RSUs vested, not yet released at July 31, 2025 | 451 |  |  | $ | 36.75 |  |  |
The weighted-average grant date fair value of RSUs granted during the six months ended July 31, 2025 and 2024 was $17.40 and $15.13, respectively. The total grant date fair value of RSUs vested during the six months ended July 31, 2025 and 2024 was $97.0 million and $108.3 million, respectively. Performance-Based Restricted Stock Units In July 2025, pursuant to the 2020 Plan, the Company’s board of directors approved an award of 1,179,776 performance-based restricted stock units to the Company’s new CEO, which vest upon satisfaction of certain market and performance conditions. Of the total PSU awards, 80% are associated with a market condition (“Market-Based Awards”) and 20% are associated with a performance condition (“Performance-Based Awards”). The number of shares eligible to vest will range between zero and 200%, depending on the attainment level of the market and performance conditions over a three-year performance period. Market-Based Awards The Market-Based Awards vest based on both (i) continuous service through each vesting date and (ii) the Company’s relative total shareholder return performance as compared to a defined group of peer companies during the performance periods. The Company estimates the grant-date fair value of the Market-Based Awards using a Monte Carlo Simulation model, which models multiple stock price paths in order to estimate the grant date fair value of the awards. The valuation model incorporates various assumptions including expected stock price volatility, expected term, expected dividend yield, and risk-free interest rates. The Company estimates the volatility of its common stock and the common stock of its peer companies on the date of grant based on the respective historical equity volatility. The expected term is based on the award agreement, the expected dividend yield input is zero as the Company has never declared a dividend and does not expect to pay any cash dividends in the foreseeable future, and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company recognizes stock-based compensation expense for the Market-Based Awards using the accelerated attribution method over the three-year requisite service period. Failure to satisfy the market condition results in the forfeiture of units but does not result in the reversal of previously recognized compensation cost. The following assumptions were used to calculate the fair value of the Market-Based Awards granted during the three and six months ended July 31, 2025:
| July 31, 2025 |  |
Risk-free interest rate | 3.7 | % |  |
Expected term | 3.0 years |  |
Dividend yield | — | % |  |
Expected volatility | 72.6 | % |  |
During the three and six months ended July 31, 2025, the Company recognized $0.3 million of stock-based compensation expense related to the Market-Based Awards. Prior to the three and six months ended July 31, 2025, no Market-Based Awards had been granted, and therefore no such stock-based compensation expense had been incurred. Performance-Based Awards The Performance-Based Awards will vest upon satisfaction of both (i) continuous service through each vesting date and (ii) achievement of revenue-based performance targets during the performance periods. As of July 31, 2025, the revenue targets for the Performance-Based Awards have not been established and therefore the awards are not considered granted under ASC 718. As such, the grant date fair value has not been determined for the Performance-Based Awards and no stock-based compensation expense has been recognized. The Company’s PSU activity is set forth below (in thousands, except per share data):
| Number of Shares |  | Weighted- Average Grant Date Fair Value Per Share |  | Aggregate Intrinsic Value
Unvested PSUs at January 31, 2025 | — |  |  | $ | — |  |  | $ | — |
PSUs granted | 944 |  |  | 20.23 |  |  |
PSUs vested | — |  |  | — |  |  |
PSUs cancelled/forfeited | — |  |  | — |  |  |
Unvested PSUs at July 31, 2025 | 944 |  |  | $ | 20.23 |  |  | $ | 13,855 |
The weighted-average grant date fair value of PSUs granted during the six months ended July 31, 2025 was $20.23 and there were no PSU awards granted during the six months ended July 31, 2024. No PSU awards vested during the six months ended July 31, 2025 and 2024. Stock-Based Compensation Expense Stock-based compensation expense for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands):
| Three Months Ended July 31, |  | Six Months Ended July 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of revenues | $ | 497 |  |  | $ | 393 |  |  | $ | 841 |  |  | $ | 676 |
Research and development | 30,977 |  |  | 34,045 |  |  | 55,341 |  |  | 60,785 |
Sales and marketing | 18,100 |  |  | 17,249 |  |  | 32,923 |  |  | 32,497 |
General and administrative | 12,580 |  |  | 8,420 |  |  | 21,216 |  |  | 14,789 |
Total stock-based compensation expense | $ | 62,154 |  |  | $ | 60,107 |  |  | $ | 110,321 |  |  | $ | 108,747 |
The stock-based compensation expense related to awards granted to non-employees for the three and six months ended July 31, 2025 and 2024 were not material. Total unrecognized stock-based compensation expense related to unvested awards not yet recognized under all equity compensation plans was as follows:
| As of July 31, 2025
| Unrecognized Expense (in thousands) |  | Weighted-Average Expected Recognition Period (in years)
Stock options | $ | 139 |  |  | 2.6
RSUs | 294,887 |  |  | 2.2
PSUs | 18,817 |  |  | 2.3
Total unrecognized stock-based compensation expense | $ | 313,843 |  |  | 2.2
2020 Employee Stock Purchase Plan In September 2020, the Company’s board of directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the direct listing. The ESPP initially reserved and authorized the issuance of up to a total of 2,000,000 shares of Class A common stock to participating employees. The number of shares reserved under the ESPP was automatically increased on February 1, 2021 to 3,614,801 shares of Class A common stock, to 5,497,785 on February 1, 2022, to 7,640,712 on February 1, 2023, to 9,887,991 on February 1, 2024, and to 12,216,871 on February 1, 2025, all pursuant to the evergreen provisions of the ESPP. Subject to any limitations contained therein, the ESPP allows eligible participants to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase shares of the Company’s Class A common stock at a purchase price equal to 85% of the fair market value of the Class A common stock on either the first day of the offering period or the purchase date, whichever fair market value is lower. The ESPP generally provides for consecutive 24-month offering periods, each consisting of four separate consecutive purchase periods of approximately six months in length. The ESPP also includes a two year look back in purchase price, including a reset feature. The reset feature is triggered if the price on the date of purchase is less than the price on the first day of the offering period. The Company recognized stock-based compensation expense related to the ESPP of $1.5 million and $2.9 million during the three months ended July 31, 2025 and 2024, respectively, and $3.7 million and $5.8 million during the six months ended July 31, 2025 and 2024. As of July 31, 2025 and January 31, 2025, $4.7 million and $6.6 million, respectively, have been withheld in contributions from employees. As of July 31, 2025, total unrecognized stock-based compensation expense related to the ESPP was $4.7 million, which will be amortized over a weighted-average vesting term of 0.9 years. Stock Repurchase Program In June 2024, the Company’s board of directors authorized a stock repurchase program of up to $150.0 million of its outstanding Class A common stock (the “Repurchase Program”). The Repurchase Program was later amended on May 30, 2025 to remove the original expiration date and authorize the repurchase of an additional $100.0 million of Class A common stock. Under the Repurchase Program, which is designed to return value to the Company’s stockholders and reduce share count over time, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans. The timing, manner, price, and amount of any repurchases under the Repurchase Program will be determined by the Company in its discretion. The Repurchase Program does not obligate the Company to acquire any particular amount of Class A common stock, and the Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The Repurchase Program will be funded using the Company’s working capital, has no fixed term as amended, and will continue until the funds committed to the Repurchase Program are exhausted or such authorization is revoked by the Company’s board of directors. The following table summarizes the stock repurchase activity under the Company’s Repurchase Program (in thousands, except per share data):
| Three Months Ended July 31, |  | Six Months Ended July 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Number of shares repurchased | 1,958 |  |  | 1,446 |  |  | 2,992 |  |  | 1,446 |
Weighted-average price per share | $ | 14.20 |  |  | $ | 13.64 |  |  | $ | 14.51 |  |  | $ | 13.64 |
Aggregate purchase price | $ | 27,792 |  |  | $ | 19,721 |  |  | $ | 43,398 |  |  | $ | 19,721 |
As of July 31, 2025, $128.2 million remained available for future stock repurchases under the Repurchase Program. All shares of Class A common stock repurchased under the Repurchase Program were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price over par value was recorded entirely to accumulated deficit in the condensed consolidated balance sheets.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration