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ACQUISITIONS
 9 Months Ended
Oct. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
Fiscal 2026 Acquisitions
Prompt
On September 5, 2025, we completed the acquisition of Prompt Security, Inc (Prompt), a provider of security solutions focused on the generative and agentic artificial intelligence (AI) security space, to enhance our overall product offerings. We acquired 100% of the shares of Prompt for a total consideration of approximately $133.6 million in cash, 1,555,099 shares of our Class A common stock, and 415,109 assumed options, subject to customary adjustments set forth in the purchase agreement.
Observo
On September 22, 2025, we completed the acquisition of Observo, Inc. (Observo), a provider of AI-ready data pipeline technology, to complement our existing product offerings and expand our data business portfolio. We acquired 100% of the shares of Observo for total consideration of approximately $130.2 million in cash and 5,263,156 shares of our Class A common stock, subject to customary adjustments set forth in the purchase agreement.
Preliminary Purchase Price Allocation and Acquisition Accounting
The acquisitions completed during the nine months October 31, 2025 were preliminarily accounted for as business combinations, and the purchase prices were preliminarily allocated to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition dates, as presented below (in thousands):
Prompt
Observo
Total
Consideration:
Cash$133,614 $130,197 $263,811 
Common stock
17,196 53,590 70,786 
Assumed options854 — 854 
Holdback subject to indemnification claims7,640 1,484 9,124 
Fair value of total consideration transferred$159,304 $185,271 $344,575 
Goodwill$130,353 $151,789 $282,142 
Intangible assets21,600 33,500 55,100 
Net assets (liabilities) assumed
7,351 (18)7,333 
Total identifiable net assets and liabilities$159,304 $185,271 $344,575 
Goodwill is primarily attributable to the assembled workforce and anticipated synergies arising from the integration.
The following table presents the preliminary details of the identified intangible assets acquired (in thousands, except years):
Fair ValueUseful LifeAmortization classification
(in thousands)(in years)
Prompt
Developed technology$20,000 2
Cost of revenue
Customer relationships
1,600 2
Sales and marketing
Total Prompt intangible assets acquired
21,600 
Observo
Developed technology30,000 5
Cost of revenue
Customer relationships
3,500 9
Sales and marketing
Total Observo intangible assets acquired
33,500 
Total intangible assets acquired
$55,100 
We incurred $1.8 million and $1.6 million of transaction expenses related to Prompt and Observo acquisitions, respectively, during the three and nine months ended October 31, 2025. These costs were recorded as general and administrative expenses in our consolidated statements of operations.
The pro forma impact of the Prompt and Observo acquisitions during the nine months ended October 31, 2025 was not material to our historical consolidated operating results and is therefore not presented, except for the recognition of stock-based compensation expense of $1.4 million and $2.5 million, respectively.
Fiscal 2025 Acquisitions
PingSafe
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 7, Stockholders’ Equity.
The following table presents the allocation of purchase consideration recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):
Amount
Consideration:
Cash$56,789 
Common stock (2,354,607 shares)(1)
23,570 
Assumed options169 
Holdback subject to indemnification claims2,452 
Fair value of total consideration transferred$82,980 
Cash and cash equivalents$2,003 
Accounts receivable542 
Prepaid expenses and other current assets331 
Intangible assets11,300 
Accrued payroll and benefits(2)
Accrued liabilities(590)
Deferred revenue(671)
Other long-term liabilities(2,820)
Total identifiable net assets and liabilities10,093 
Goodwill72,887 
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 condensed consolidated statements of operations:
Fair ValueUseful Life
Amortization classification
(in thousands)(in years)
Customer relationships$2,700 7
Sales and marketing
Developed technology8,600 5
Cost of revenue
Total intangible assets acquired$11,300 
We incurred $2.1 million of transaction expenses related to the PingSafe acquisitions. The costs were recorded as general and administrative expenses in our condensed consolidated statements of operations.
Stride
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 $0.6 million of transaction expenses related to the Stride acquisitions. The costs were recorded as general and administrative expenses in our condensed consolidated statements of operations.
Additional Acquisition-Related Information
The goodwill acquired from acquisitions in fiscal 2025 and fiscal 2026 is not tax deductible in local jurisdictions. The results of operations of the acquired businesses have been included in the condensed 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 as of the beginning of the fiscal year prior to the fiscal year of the acquisitions.