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, approximately 0.3 million shares and 1.2 million shares were withheld to cover $12.5 million and $60.1 million in tax withholding obligations during the first quarter 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.

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 first quarter of fiscal 2025 and 2026.

Stock-based compensation expense related to our 2015 ESPP was $8.0 million and $7.5 million during the first quarter of fiscal 2025 and 2026. At the end of the first quarter of fiscal 2026, total unrecognized stock-based compensation cost related to our 2015 ESPP was $45.1 million, which is expected to be recognized over a weighted-average period of 1.8 years.


	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 2025	2,426,214	$	14.07	2.0	$	130,798

Options exercised	(348,395)	15.39

Balance at the end of the first quarter of fiscal 2026	2,077,819	$	13.85	2.0	$	71,090
Vested and exercisable at the end of the first quarter of fiscal 2026	2,077,819	$	13.85	2.0	$	71,090

The aggregate intrinsic value of options vested and exercisable at the end of the first quarter of fiscal 2026 is calculated based on the difference between the exercise price and the closing price of $47.84 of our common stock on the last day of the first quarter of fiscal 2026.


	Number of RSUs Outstanding	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands)
Unvested balance at the end of fiscal 2025	19,299,290	$	37.20	$	1,308,299
Granted	7,651,932	42.35

Vested	(2,476,486)	31.65
Forfeited	(531,373)	39.56

Unvested balance at the end of the first quarter of fiscal 2026	23,943,363	$	39.37	$	1,145,450

Stock-based compensation expense related to RSUs was $67.7 million and $77.2 million during the first quarter of fiscal 2025 and 2026. At the end of the first quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested RSUs was $891.4 million, which is expected to be recognized over a weighted-average period of 3.0 years.

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.


	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

Vested and earned (1)	(500,649)	39.59
Unearned (2)	(284,928)	49.46

Unvested balance at the end of the first quarter of fiscal 2026	1,063,468	$	39.98	$	50,876

Stock-based compensation expense related to PRSUs was $33.5 million and $8.0 million during the first quarter of fiscal 2025 and 2026. At the end of the first quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested PRSUs was $16.2 million, which is expected to be recognized over a weighted-average period of 1.7 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 Directors’ 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 $38.2 million was recognized through the first quarter of fiscal 2026. We recognized $28.7 million and $1.6 million in stock-based compensation expense related to this modification in the first quarter of fiscal 2025 and 2026.

•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.

Total stock-based compensation expense of $73.9 million 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. There were approximately 3.9 million in remaining unvested and outstanding LTP Awards with an aggregate intrinsic value of $188.8 million at the end of the first quarter of fiscal 2026. Stock-based compensation expense related to LTP Awards was $3.6 million during both the first quarter of fiscal 2025 and 2026. At the end of the first quarter of fiscal 2026, total unrecognized stock-based compensation cost related to unvested LTP Awards was $41.7 million, which is expected to be recognized over a weighted-average period of 2.9 years.


	First Quarter of Fiscal
	2025		2026
Cost of revenue—product	$	2,782	$	3,266
Cost of revenue—subscription services	8,871		7,162
Research and development	50,294		49,242
Sales and marketing	23,519		22,084
General and administrative	27,528		14,521
Total stock-based compensation expense, net of amounts capitalized (1)	$	112,994	$	96,275