ACQUISITIONS

12 Months Ended

Jan. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

ACQUISITIONS

Fiscal 2026 Acquisitions

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.

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.

Preliminary Purchase Price Allocation and Acquisition Accounting

The acquisitions completed during fiscal 2026 were accounted for as business combinations, and the purchase prices were allocated to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition dates, inclusive of measurement period adjustments recorded during the period, as presented below (in thousands). The purchase price allocations are preliminary and subject to change as we complete the valuation of certain assets acquired and liabilities assumed.

	Observo		Prompt		Total
Consideration:
Cash	$	130,197	$	133,614	$	263,811
Common stock	53,590		17,196		70,786
Assumed options	—		854		854
Holdback subject to indemnification claims	1,458		8,559		10,017
Fair value of total consideration transferred	$	185,245	$	160,223	$	345,468
					—
Goodwill	$	151,763	$	131,271	$	283,034
Intangible assets	33,500		21,600		55,100
Net assets (liabilities) assumed	(18)		7,352		7,334
Total identifiable net assets and liabilities	$	185,245	$	160,223	$	345,468

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 Value		Useful Life	Amortization classification
	(in thousands)		(in years)
Observo
Developed technology	$	30,000	5	Cost of revenue
Customer relationships	3,500		9	Sales and marketing
Total Observo intangible assets acquired	$	33,500
Prompt
Developed technology	$	20,000	2	Cost of revenue
Customer relationships	1,600		2	Sales and marketing
Total Prompt intangible assets acquired	$	21,600
Total intangible assets acquired	$	55,100

We incurred $1.9 million and $2.7 million of transaction expenses related to Observo and Prompt acquisitions, respectively, during fiscal 2026. These costs were recorded as general and administrative expenses in our consolidated statements of operations.

The pro forma impact of the Observo and Prompt acquisitions during fiscal 2026 was not material to our historical consolidated operating results and is therefore not presented, except for the recognition of stock-based compensation expense of $9.8 million and $3.3 million, respectively. For further details, refer to Note 8, Stockholders’ Equity.

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 8, Stockholders’ Equity.

The following table presents the allocation of purchase consideration recorded on our 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 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

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

Fiscal 2024 Acquisition

KSG

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. 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.

In connection with the KSG 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 8, Stockholders’ Equity. As the shares are subject to post-acquisition employment, we are accounting for them as post-acquisition compensation expense.

Additional Acquisition-Related Information

The goodwill acquired from acquisitions in fiscal 2026 and 2025 is not tax deductible in local jurisdictions, whereas the goodwill from fiscal 2024 is expected to be deductible for tax purposes. The results of operations of the acquired businesses have been included in the consolidated financial statements from the date of each acquisition and would not have had a material impact on our consolidated results of operations if the acquisitions had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisitions.