XML 29 R18.htm IDEA: XBRL DOCUMENT v3.25.3
Equity Incentive Plans
9 Months Ended
Nov. 02, 2025
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans Equity Incentive Plans
Equity Incentive Plans
We maintain two equity incentive plans: the 2009 Equity Incentive Plan (the 2009 Plan) and the 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan serves as the successor to our 2009 Plan and provides for grants of incentive stock options to our employees and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock and cash awards, market-based stock awards, and other forms of stock awards to our employees, directors and consultants. Our equity awards generally vest over a two to four year period and expire no later than ten years from the date of grant.
Upon vesting of equity awards, 1.1 million and 1.0 million shares were withheld during the third quarter of fiscal 2025 and 2026 to cover $55.3 million and $87.7 million in tax withholding obligations, and 2.5 million shares and 3.3 million shares were withheld to cover $144.0 million and $205.6 million in tax withholding obligations during the first three quarters of fiscal 2025 and 2026. The shares withheld to satisfy employee tax withholding obligations are returned to our 2015 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as a financing activity in our condensed consolidated statements of cash flows.
2015 Amended and Restated Employee Stock Purchase Plan
Under our Amended and Restated 2015 Employee Stock Purchase Plan (2015 ESPP), our Board of Directors (or a committee thereof) has the authority to establish the length and terms of the offering periods and purchase periods and the purchase price of the shares of common stock which may be purchased under the plan. The current offering terms allow eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 30% of their eligible compensation, subject to a cap of 3,000 shares on any purchase date, a dollar cap of $7,500 per purchase period, or $25,000 in any calendar year (as determined under applicable tax rules). The current terms also allow for a 24-month offering period beginning March 16th and September 16th of each year, with each offering period consisting of four 6-month purchase periods, subject to a reset provision. Further, currently, on each purchase date, eligible employees may purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock (1) on the first trading day of the applicable offering period or (2) the purchase date.
Under the reset provision currently authorized, if the closing stock price on the offering date of a new offering falls below the closing stock price on the offering date of an ongoing offering, the ongoing offering would terminate immediately following the purchase of ESPP shares on the purchase date immediately preceding the new offering and participants in the terminated offering would automatically be enrolled in the new offering (ESPP reset), resulting in a modification charge to be recognized over the new offering period. No ESPP reset occurred during the third quarter and first three quarters of fiscal 2025 and 2026.
Stock-based compensation expense related to our 2015 ESPP was $8.9 million and $7.1 million during the third quarter of fiscal 2025 and 2026, and $25.2 million and $21.3 million during the first three quarters of fiscal 2025 and 2026. At the end of the third quarter of fiscal 2026, total unrecognized stock-based compensation cost related to our 2015 ESPP was $41.8 million, which is expected to be recognized over a weighted-average period of 1.4 years.
Stock Options
A summary of the stock option activity under our equity incentive plans and related information is as follows:
 
 Options Outstanding
 Number of
Shares
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual Life (in years)
Aggregate
Intrinsic
Value (in thousands)
Balance at the end of fiscal 20252,426,214 $14.07 2.0$130,798 
Options exercised(1,267,715)14.36   
Balance at the end of the third quarter of fiscal 2026
1,158,499 $13.75 2.1$98,871 
Vested and exercisable at the end of the third quarter of fiscal 2026
1,158,499 $13.75 2.1$98,871 
The aggregate intrinsic value of options vested and exercisable at the end of the third quarter of fiscal 2026 is calculated based on the difference between the exercise price and the closing price of $98.70 of our common stock on the last day of the third quarter of fiscal 2026.
Stock-based compensation expense related to stock options was fully recognized in fiscal 2025 and was not material during the third quarter and first three quarters of fiscal 2025.
Restricted Stock Units (RSUs)
A summary of the RSU activity under our 2015 Plan and related information is as follows:
 
Number of
RSUs Outstanding
Weighted-
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 202519,299,290 $37.20 $1,308,299 
Granted
9,500,445 46.83 
Vested(7,571,584)34.99 
Forfeited or canceled (1)
(1,728,247)39.62 
Unvested balance at the end of the third quarter of fiscal 2026
19,499,904 $42.54 $1,924,641 
_________________________________
(1) Represents the number of shares granted under the RSU awards that were forfeited due to termination of employment or canceled.
Stock-based compensation expense related to RSUs was $80.2 million and $89.2 million during the third quarter of fiscal 2025 and 2026, and $227.6 million and $255.5 million during the first three quarters of fiscal 2025 and 2026. At the end of the third quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested RSUs was $779.4 million, which is expected to be recognized over a weighted-average period of 2.8 years.
Performance-based Restricted Stock Units (PRSUs)
The number of shares that could be earned under our PRSU grants ranges from 0% to 200% of the target number granted depending on the achievement of certain performance conditions with any unearned shares canceled. Generally, the number of earned shares vest over three years from the date of grant subject to continuous service.
A summary of the PRSU activity under our 2015 Plan and related information is as follows:
Number of
PRSUs Outstanding
Weighted-
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 2025
1,849,045 $41.34 $125,347 
Granted (1)
1,426,345 55.12 
Vested and earned (2)
(836,807)37.40 
Unearned (3)
(284,928)49.46 
Forfeited or canceled (4)
(55,589)51.75 
Unvested balance at the end of the third quarter of fiscal 2026
2,098,066 $50.89 $207,079 
____________________________________
(1) Represents the number of shares that may be earned at the target percentage of 100% depending on the achievement of fiscal 2026 performance conditions.
(2) Represents the number of shares earned in which the service condition has also been satisfied.
(3) Represents the number of shares canceled as a result of not fully achieving the fiscal 2025 performance conditions.
(4) Represents the number of shares granted under the PRSU awards that were forfeited due to termination of employment or canceled.
Stock-based compensation expense related to PRSUs was $8.6 million and $34.7 million during the third quarter of fiscal 2025 and 2026, and $55.2 million and $63.0 million during the first three quarters of fiscal 2025 and 2026. During the first quarter of fiscal 2025, our Board of Directors approved a discretionary adjustment, increasing the earned number of shares for the PRSUs granted in fiscal 2024. This modification resulted in additional stock-based compensation expense of $40.7 million, of which substantially all has been recognized as of the end of the third quarter of fiscal 2026. At the end of the third quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested PRSUs was $87.1 million, which is expected to be recognized over a weighted-average period of 2.3 years.
Long-Term Performance Incentive RSUs (LTP Awards)
In June 2023 and the second quarter of fiscal 2026, we granted 4.2 million and 1.1 million shares of market-based LTP Awards, each contingent upon our market capitalization meeting or exceeding a certain threshold. The market condition will be measured over an approximate three to five year period, at the end of our fiscal years ending in 2026, 2027 and 2028 for the grants in June 2023, and at the end of our fiscal years ending in 2028, 2029 and 2030 for the grants during the second quarter of fiscal 2026. The number of shares earned, if any, will vest on March 20, 2028 for the grants in June 2023, and March 20, 2030 for the grants during the second quarter of fiscal 2026, subject to continued service, and thereafter, subject to a one-year post-vest holding period.
The grant date fair value per share for the grants during the second quarter of fiscal 2026 ranged from $24.43 to $25.10, determined using a Monte Carlo simulation model that considered the following assumptions: (i) expected volatility of 47.2% to 47.3%, (ii) risk-free interest rate of 3.77% to 3.87%, (iii) total performance period of nearly five years, and (iv) a post-vesting holding period discount of 6.8%.
The stock-based compensation expense for these awards is being recognized over the respective requisite service periods of nearly five years using the accelerated attribution method and is not reversed if the market condition is not ultimately met.
A summary of LTP Awards activity under our 2015 Plan is as follows:
Number of
 LTP Awards Outstanding
Weighted-
Average
Grant Date
Fair Value
Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 2025
3,945,590 $17.56 $267,472 
Granted (1)
1,071,312 24.58 
Forfeited (2)
(244,056)17.56 
Unvested balance at the end of the third quarter of fiscal 20264,772,846 $19.13 $471,080 
__________________________________
(1) Represents the maximum number of shares that could be earned.
(2) Represents the number of shares granted that were forfeited due to termination of employment.
Stock-based compensation expense related to LTP Awards was $3.4 million and $3.5 million during the third quarter of fiscal 2025 and 2026, and $10.7 million and $8.4 million during the first three quarters of fiscal 2025 and 2026. At the end of the third quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested LTP Awards was $53.9 million, which is expected to be recognized over a weighted-average period of 3.3 years.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands):
 
Third Quarter of Fiscal
First Three Quarters of Fiscal
 2025202620252026
Cost of revenue—product$3,216 $4,378 $9,443 $11,793 
Cost of revenue—subscription services7,800 9,293 24,632 25,014 
Research and development
49,227 63,598 150,390 173,194 
Sales and marketing24,393 26,298 72,330 74,909 
General and administrative16,436 30,920 62,161 63,245 
Total stock-based compensation expense, net of amounts capitalized (1)
$101,072 $134,487 $318,956 $348,155 
_________________________________
(1) Stock-based compensation expense capitalized was $2.2 million and $2.1 million during the third quarter of fiscal 2025 and 2026, and $5.8 million and $6.1 million during the first three quarters of fiscal 2025 and 2026.
The tax benefit related to stock-based compensation expense for all periods presented was not material.