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Equity Incentive Plans
 12 Months Ended
Feb. 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, RSUs, 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.
We initially reserved 27.0 million shares of our common stock for issuance under our 2015 Plan. The number of shares reserved for issuance under our 2015 Plan increases automatically on the first day of each fiscal year, for a period of not more than ten years, commencing on February 1, 2016, in an amount equal to 5% of the total number of shares of our capital stock outstanding as of the immediately preceding January 31 (the Evergreen Increase). In March 2022, our Board of Directors approved an amendment and restatement of the 2015 Plan to clarify the effect of our change to a 52/53 week fiscal year in September 2019 on the Evergreen Increase. The last Evergreen Increase occurred on February 3, 2025.
In June 2024, we extended the net-share settlement of equity awards to the majority of our employees by withholding shares upon vesting to satisfy tax withholding obligations whereas previously, shares were sold to cover such tax withholding obligations. Approximately 0.6 million, 0.9 million, and 3.5 million shares were withheld to cover $19.6 million, $30.0 million, and $208.8 million, respectively, in tax withholding obligations during fiscal 2023, 2024 and 2025. 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 consolidated statements of cash flows.
2015 Amended and Restated Employee Stock Purchase Plan
Our 2015 Employee Stock Purchase Plan was amended and restated in fiscal 2020 (2015 ESPP). A total of 3.5 million shares of common stock was initially reserved for issuance under the 2015 ESPP and an additional 5.0 million shares of common stock were added in connection with the amendment and restatement. The number of shares reserved for issuance under our 2015 ESPP increased automatically on the first day of February of each of 2016 through 2025, in an amount equal to the lesser of (i) 1% of the total number of shares of our capital stock outstanding as of the immediately preceding January 31, and (ii) 3.5 million shares of common stock.
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. During fiscal 2023, 2024 and 2025, ESPP resets resulted in total modification charges of $10.4 million, $16.7 million and $1.2 million, respectively, to be recognized over their new offering periods.
During fiscal 2023, 2024 and 2025, we recognized $22.9 million, $27.4 million and $34.1 million, of stock-based compensation expense related to our 2015 ESPP. At the end of fiscal 2025, total unrecognized stock-based compensation cost related to our 2015 ESPP was $12.3 million, which is expected to be recognized over a weighted-average period of approximately 1.1 years.
Determination of Fair Value
The fair value of employees’ purchase rights under ESPP is estimated on the grant date using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation including the fair value of the underlying common stock, expected term, the expected volatility of the common stock, a risk-free interest rate and expected dividend yield. The assumptions used for the periods presented are as follows:
 Fiscal Year Ended
 202320242025
Expected term (in years)
0.5 - 2.0
0.5 - 2.0
0.5 - 2.0
Expected volatility
45% - 54%
38% - 44%
42% - 45%
Risk-free interest rate
0.9% - 4.0%
4.1% - 5.5%
3.6% - 5.4%
Dividend rate———
Fair value of common stock
$28.73 - $31.68
$24.12 - $35.91
$49.58 - $50.60
The assumptions used in the Black-Scholes option pricing model were determined as follows.
Fair Value of Common Stock—We use the market closing price of our common stock as reported on the New York Stock Exchange to determine the fair value of our employees’ purchase rights at each grant date.
Expected Term—The expected term represents the term from the first day of an offering period to each of the four purchase dates within each offering period.
Expected Volatility—The expected volatility is based on the historical volatility of our common stock for a period equivalent to the expected term described above.
Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield available for zero-coupon U.S. Treasury notes with maturities that approximate the expected term described above.
Dividend Rate—We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero.
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 (Years)		Aggregate
Intrinsic
Value
(in thousands)
Balance at the end of fiscal 20244,493,934 $13.63 2.3$129,065 
Options exercised(2,067,127)13.12   
Options forfeited(593)1.95   
Balance at the end of fiscal 20252,426,214 $14.07 2.0$130,798 
Vested and exercisable at the end of fiscal 20252,426,214 $14.07 2.0$130,798 
The aggregate intrinsic value of options vested and exercisable at the end of fiscal 2025 is calculated based on the difference between the exercise price and the closing price of $67.79 of our common stock on the last day of fiscal 2025. The aggregate intrinsic value of options exercised during fiscal 2023, 2024 and 2025 was $63.5 million, $124.0 million and $91.4 million.
The total grant date fair value of options vested during fiscal 2023, 2024 and 2025 was $7.0 million, $2.3 million and $0.3 million.
Stock-based compensation expense related to stock options has been fully recognized and was not material for any of the periods presented.
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 ValueAggregate Intrinsic Value
(in thousands)
Unvested balance at the end of fiscal 202424,343,074 $26.77 $1,028,495 
Granted8,631,905 52.67 
Vested(11,024,463)27.77 
Forfeited(2,651,226)30.99 
Unvested balance at the end of fiscal 202519,299,290 $37.20 $1,308,299 
The aggregate fair value, as of the respective vesting dates, of RSUs that vested during fiscal 2023, 2024 and 2025 was $358.0 million, $415.4 million and $639.3 million.
During fiscal 2023, 2024 and 2025, we recognized $248.1 million, $268.2 million and $305.3 million in stock-based compensation expense related to RSUs. At the end of fiscal 2025, total unrecognized employee compensation cost related to unvested RSUs was $667.7 million, which is expected to be recognized over a weighted-average period of 2.6 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 ValueAggregate Intrinsic Value
(in thousands)
Unvested balance at the end of fiscal 20242,270,597 $25.64 $95,933 
Granted (1)
1,221,033 49.58 
Vested and earned (2)
(1,344,721)26.19 
Unearned (3)
(297,864)23.86 
Unvested balance at the end of fiscal 20251,849,045 $41.34 $125,347 
_________________________________
(1) Represents the number of shares that may be earned at the target percentage of 100% depending on the achievement of fiscal 2025 or certain other 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 2024 performance conditions.
The aggregate fair value, as of the respective vesting dates, of PRSUs vested and earned during fiscal 2023, 2024 and 2025 was $44.7 million, $54.6 million and $75.5 million.
During fiscal 2023, 2024 and 2025, we recognized $51.6 million, $23.9 million and $67.3 million in stock-based compensation expense related to PRSUs. At the end of fiscal 2025, total unrecognized employee compensation cost related to unvested PRSUs was $24.6 million, which is expected to be recognized over a weighted-average period of 2.0 years.
During the first quarter of fiscal 2025, our Board of Directors approved a discretionary adjustment, increasing the earned number of shares to 80 percent of the target for the PRSUs granted in fiscal 2024. Our Board of Director's consideration included that fiscal 2024 total revenue growth was impacted by Total Contract Value (TCV) sales growth of our consumption based Evergreen//One and Evergreen//Flex offerings, which far exceeded expectations. This modification resulted in additional stock-based compensation expense of approximately $40.7 million, of which $36.6 million was recognized during fiscal 2025 with the remaining amount to be recognized over the remaining vesting period.
Long-Term Performance Incentive RSUs (LTP Awards)
In June 2023, we granted market-based LTP Awards to certain executives with an aggregate maximum number of shares of common stock of approximately 4.2 million.
•The total number of shares earned are subject to continuous service through March 20, 2028 and upon vesting, the number of shares vested will be subject to a one-year post-vest holding period.
•The number of shares earned are contingent upon our market capitalization meeting or exceeding $21.0 billion that will be measured over an approximate three to five year period, at the end of our fiscal years ending in 2026, 2027 and 2028.
A summary of LTP Awards activity under our 2015 Plan is as follows:
Number of LTP Awards Outstanding
Weighted-Average Grant Date Fair ValueAggregate Intrinsic Value
(in thousands)
Unvested balance at the end of fiscal 20244,006,604 $17.56 $169,279 
Forfeited (1)
(61,014)17.56 
Unvested balance at the end of fiscal 20253,945,590 $17.56 $267,472 
________________________________
(1) Represents the number of shares granted under the LTP Awards that were forfeited due to termination of employment.
The grant date fair value per share of $17.56 was determined using a Monte Carlo simulation model that considered the following assumptions: (i) expected volatility of 51.8%, (ii) risk-free interest rate of 3.86%, (iii) total performance period of nearly five years, and (iv) a post-vest holding period discount of 14.9%. Total stock-based compensation expense for these awards is being recognized over the requisite service period of nearly five years using the accelerated attribution method and is not reversed if the market condition is not ultimately met. During fiscal 2024 and 2025, we recognized $9.6 million and $14.3 million in stock-based compensation expense related to LTP Awards. At the end of fiscal 2025, total unrecognized stock-based compensation cost related to unvested LTP Awards was $45.3 million, which is expected to be recognized over a weighted-average period of 3.1 years.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands):
 Fiscal Year Ended
 202320242025
Cost of revenue—product$10,245 $9,670 $12,611 
Cost of revenue—subscription services22,630 25,412 32,611 
Research and development161,694 167,294 201,058 
Sales and marketing72,507 74,746 96,355 
General and administrative60,541 54,305 78,671 
Total stock-based compensation expense, net of amounts capitalized (1)
$327,617 $331,427 $421,306 
_________________________________
(1) Stock-based compensation expense capitalized was $2.1 million, $5.7 million, and $7.8 million during fiscal 2023, 2024 and 2025.
The tax benefit related to stock-based compensation expense for all periods presented was not material.