On February 1, 2024, we completed our acquisition of PingSafe Pte. Ltd. (PingSafe) to provide customers with a fully integrated platform that drives better automation across their entire cloud footprint. We acquired 100% of the shares of PingSafe for total consideration of approximately $59.2 million in cash and 2,354,607 shares of our Class A common stock. The acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (ASC Topic 805).

The purchase price of the acquisition amounted to $83.0 million, which was primarily allocated to intangible assets of $11.3 million and goodwill of $72.9 million. We had post-combination expense with a fair value of $46.9 million that was not included in the purchase price for the acquisition, which is comprised of 1,497,212 shares of restricted common stock with an aggregate fair value of $41.2 million, and 214,976 assumed options with an aggregate fair value of $5.7 million of post-combination expense and $0.2 million included in the purchase price. Restricted common stock and assumed options will be recognized as stock-based compensation expense. All post-combination expense is expected to be recognized through February 2028. Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of PingSafe.

In connection with the acquisition of PingSafe, we also granted restricted stock units (RSUs) under our 2021 Equity Incentive Plan. For further details refer to Note 10, Stock-Based Compensation.


	Amount
Consideration:
Cash	$	56,789
Common stock (2,354,607 shares)(1)	23,570
Assumed options	169
Holdback subject to indemnification claims	2,452
Fair value of total consideration transferred	$	82,980

Cash and cash equivalents	$	2,003
Accounts receivable	542
Prepaid expenses and other current assets	331
Intangible assets	11,300
Accrued payroll and benefits	(2)
Accrued liabilities	(590)
Deferred revenue	(671)
Other long-term liabilities	(2,820)
Total identifiable net assets and liabilities	10,093
Goodwill	72,887
Total purchase consideration	$	82,980

(1) Consideration calculated using the fair value of our Class A common stock. The fair value of the 2,354,607 shares of Class A common stock issued as part of the consideration paid for PingSafe was determined on the basis of the closing market price of our Class A common stock on the acquisition date.

The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the acquisition that will enhance the value of our platform for both new and existing customers and strengthen our competitive position.

The following table sets forth the amounts allocated to the intangible assets identified as of the date of acquisition, their estimated useful lives, and the amortization classification in the consolidated statements of operations:


	Fair Value		Useful Life	Amortization classification
	(in thousands)		(in years)
Customer relationships	$	2,700	7	Sales and marketing
Developed technology	8,600		5	Cost of revenue
Total intangible assets acquired	$	11,300

On February 1, 2024, we acquired 100% of the issued and outstanding equity securities of Stride Security Ltd. (Stride), a security automation company, to add hyper-automation across our Singularity platform. The acquisition was accounted for as a business combination in accordance with ASC Topic 805.

The purchase price of the acquisition amounted to $7.5 million, which was primarily allocated to developed technology of $0.4 million and goodwill of $7.3 million. Goodwill represents the future benefits as a result of the acquisition that will enhance our product available to both new and existing customers and increase our competitive position. Developed technology will be amortized to cost of revenue on a straight-line basis over the estimated useful life of five years.

We incurred $2.1 million and $0.6 million of transaction expenses related to the PingSafe and Stride acquisitions, respectively. The costs were recorded as general and administrative expenses in our consolidated statements of operations.

The goodwill acquired in both acquisitions are not tax deductible in local jurisdictions. The results of operations of PingSafe and Stride have been included in the consolidated financial statements from the date of each acquisition and would not have had a material impact on our combined results of operations if the acquisitions had occurred on February 1, 2023.

The pro forma impact of the PingSafe and Stride business combinations during the fiscal 2025 was not material to our historical consolidated operating results and is therefore not presented, except for stock-based compensation expense related to restricted common stock issued in connection with the acquisition of PingSafe as disclosed in Note 10, Stock-Based Compensation. During fiscal 2025, we recorded $16.2 million of stock-based compensation expense related to the PingSafe acquisition.

On November 8, 2023, we completed our acquisition of Krebs Stamos Group LLC (KSG), a Washington D.C.-based privately held strategic advisory group. The purchase price of $13.9 million for all of the outstanding membership interests of KSG consisted of all cash and has been accounted for as a business combination in accordance with ASC Topic 805.

We recorded $4.8 million of net identifiable assets in our consolidated balance sheet as of the KSG acquisition date, of which $3.2 million was related to intangible assets. The excess of the purchase price over the fair value of net identifiable assets acquired has been assigned to goodwill in the amount of $9.1 million. The goodwill in this transaction is primarily attributable to expected operational synergies and the assembled workforce. The goodwill is expected to be deductible for tax purposes. Intangible assets consist of customer relationships, which will be amortized to sales and marketing expense on a straight-line basis over the estimated useful life of four years. The results of operations of KSG have been included in the consolidated financial statements from the date of acquisition, and would not have had a material impact on our combined results of operation if the acquisition had occurred on February 1, 2022.

In connection with the acquisition, we also granted performance stock units (PSUs) under our 2021 Equity Incentive Plan, which were later canceled and exchanged for RSUs in fiscal 2025. For further details, refer to Note 10, Stock-Based Compensation. As the shares are subject to post-acquisition employment, we are accounting for them as post-acquisition compensation expense.

On May 3, 2022, we acquired 100% of the issued and outstanding equity securities of Attivo Networks, Inc. (Attivo), an identity security and lateral movement protection company (the Attivo acquisition). Attivo expands our coverage of critical attack surfaces. Identity is an adjacent security solution that complements our core endpoint solution. The Attivo acquisition has been accounted for as a business combination in accordance with ASC Topic 805.

We had post-combination expense with a fair value of $32.9 million that was not included in the total purchase consideration, which is comprised of 307,396 shares of restricted common stock with an aggregate fair value of $10.0 million, and 378,828 assumed options with an aggregate fair value of $11.5 million. Restricted common stock and assumed options were recognized as stock-based compensation expense. In addition, in connection with the acquisition, certain employees were entitled to $11.4 million cash compensation under their previous employment agreements. These amounts are recognized on a straight-line basis as acquisition-related compensation costs. The post-combination expense is expected to be recognized through May 2026. Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of Attivo.


	Amount
Consideration:
Cash	$	348,917
Common Stock (6,032,231 shares)(1)	185,885
Fair value of total consideration transferred	$	534,802

Cash and cash equivalents	$	8,836
Accounts receivable	4,867
Prepaid expense and other current assets	3,880
Operating lease right-of-use assets	260
Intangible assets	151,900
Accrued liabilities	(4,270)
Accrued payroll and benefits	(1,113)
Operating lease liabilities	(259)
Deferred revenue	(51,746)
Other liabilities	(2,357)
Deferred tax liability	(7,310)
Total identifiable net assets	102,688
Goodwill	432,114
Total purchase consideration	$	534,802

(1) Consideration calculated using the fair value of our Class A common stock. The fair value of the 6,032,231 shares of Class A common stock issued as part of the consideration paid for Attivo was determined on the basis of the closing market price of our Class A common stock on the acquisition date.

The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the Attivo acquisition that will enhance the value of our product for both new and existing customers and strengthen our competitive position. Goodwill is not deductible for tax purposes.

We incurred $5.5 million of transaction expenses in connection with the Attivo acquisition during fiscal 2023. $3.2 million of these costs were recorded as general and administrative expenses in our consolidated statements of operations, with the remainder allocated to purchase price consideration. No transaction expenses in connection with the acquisition were recorded during fiscal 2025 and 2024.

The following unaudited supplemental pro forma financial information is provided for informational purposes only and summarizes our combined results of operations as if the acquisition occurred on February 1, 2021 (in thousands):


	Year Ended January 31,
	2023
Revenue	$	429,683
Net loss	$	(393,773)

The unaudited supplemental pro forma results reflect certain adjustments for the amortization of acquired intangible assets, recognition of stock-based compensation, acquisition-related transaction expenses, and acquisition-related compensation costs. Such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor is it indicative of our future operating results.