XML 34 R16.htm IDEA: XBRL DOCUMENT v3.26.1
STOCKHOLDERS' EQUITY
 12 Months Ended
Jan. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
Common Stock
We have two classes of common stock: Class A common stock and Class B common stock. In connection with our IPO, we amended and restated our certificate of incorporation and authorized 1,500,000,000 shares of Class A common stock and 300,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to twenty votes. Class A and Class B common stock each have a par value of $0.0001 per share, and are referred to collectively as our common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.
Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock automatically convert to Class A common stock at the earlier of: (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the date of our prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act (Final Prospectus), or June 29, 2028, (iii) the first date following the completion of our IPO on which the number of shares of outstanding Class B common stock (such calculations shall include shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten, including certain permitted entities that Mr. Weingarten controls, is less than 25% of the number of shares of outstanding Class B common stock (such calculation shall include shares of Class B common stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of our Final Prospectus, (iv) the date fixed by our board of directors, following the first date following the completion of our IPO when Mr. Weingarten is no longer providing services to us as an officer, employee, consultant or member of our board of directors, (v) the date fixed by our board of directors following the date on which, if applicable, Mr. Weingarten is terminated for cause, as defined in our restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in our restated certificate of incorporation, of Mr. Weingarten.
Our common stock reserved for future issuance on an as-converted basis as of January 31, 2026 and 2025 were as follows:
As of January 31,
20262025
Stock options outstanding9,443,196 13,164,743 
RSUs and PSUs outstanding34,438,058 
28,016,619 
ESPP reserved for future issuance12,763,633 
11,050,459 
2021 Plan available for future grants39,736,855 41,803,691 
Total shares of common stock reserved96,381,742 94,035,512 
Stock-Based Compensation Expense
The components of stock-based compensation expense recognized in the consolidated statements of operations consisted of the following (in thousands):
Year Ended January 31,
202620252024
Cost of revenue
$
21,584 
$
22,105 
$
17,187 
Research and development
94,542 
83,957 
61,055 
Sales and marketing
93,640 
80,496 
55,798 
General and administrative
88,399 
80,973 
83,890 
Restructuring
(578)
— 
(1,060)
Total
$
297,587 
$
267,531 
$
216,870 
2021 Equity Incentive Plan
In May 2021, our board of directors, and in June 2021, our stockholders approved our 2021 Equity Incentive Plan (2021 Plan) as a successor to our 2013 Equity Incentive Plan (2013 Plan) and 2011 Stock Incentive Plan (2011 Plan). The purpose of the 2021 Plan is to grant stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards, RSUs, and PSUs. A total of 35,281,596 shares of Class A common stock were initially available for issuance under the 2021 Plan. Our compensation committee administers the 2021 Plan. The number of shares of our Class A common stock available for issuance under the 2021 Plan is subject to an annual increase on the first day of each fiscal year, beginning on February 1, 2022, equal to the lesser of: (i) five percent (5%) of the aggregate number of outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year, or (ii) such other amount as our board of directors may determine.
The 2013 Plan and 2011 Plan (together, the Prior Plans) were terminated in June 2021, in connection with the adoption of our 2021 Plan, and stock-based awards are no longer granted under the Prior Plans. However, the Prior Plans will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Any shares underlying stock options that are expired, canceled, forfeited, or repurchased under the Prior Plans will be automatically transferred to the 2021 Plan and be available for issuance as Class A common stock.
Restricted Stock Units
A summary of our RSU activity is as follows:
Number of RSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 2025
27,357,828 $21.60 
Granted24,640,475 17.82 
Released(11,732,668)21.75 
Forfeited(8,611,950)20.18 
Outstanding as of January 31, 2026
31,653,685 $18.99 
As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested RSUs of $544.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years.
Performance Stock Units
Executive Performance Stock Units
During fiscal 2026 and 2025, we granted PSUs to certain executives subject to predetermined service-based and performance-based vesting conditions. These PSUs may vest from 0% to 225% of the number of target shares based on the achievement of certain financial performance metrics and will vest contingently over a period of one to four years, subject to continuous service with us. During fiscal 2026, we have recorded $6.6 million of stock-based compensation expense related to these PSUs.
During fiscal 2024, we granted PSUs at target to certain executives subject to service-based and performance-based vesting conditions. The financial performance metrics were not achieved and were canceled during fiscal 2025. As such, we have not recorded any stock-based compensation expense and have no unrecognized stock-based compensation expense related to these PSUs.
Acquisition-related Performance Stock Units
In connection with the acquisition of Observo, we granted PSUs subject to service-based and performance-based vesting conditions. These PSUs will vest 100% upon the achievement of specified performance objectives, subject to the employees’ continued service to us from the grant date through the milestone events or target dates. During fiscal 2026, we have recorded $1.3 million of stock-based compensation expense related to these PSUs.
During fiscal 2026, in connection with the post-acquisition integration of Prompt and Observo, we granted PSUs to an executive subject to performance-based vesting conditions tied to the annual recurring revenue (ARR) of the acquired business. These PSUs may vest from 0% to 200% of the target number of shares based on the achievement of specific ARR milestones, subject to the executive's continued service through the performance period. During fiscal 2026, we have recorded $0.5 million of stock-based compensation expense related to these awards.
In November 2023, we granted PSUs subject to service-based and performance-based vesting conditions to retain the services of certain former KSG employees (such PSUs, the Original PSUs). During fiscal 2025, we canceled the Original PSUs. In exchange for the canceled Original PSUs, the employees were granted RSUs subject to only service-based vesting conditions. During fiscal 2026 and 2025, we recognized $1.9 million and $1.0 million, respectively, in expense for the RSUs. As of January 31, 2026, all compensation expense related to these awards has been recognized.
A summary of our PSU activity is as follows:
Number of PSUsWeighted-Average Grant Date Fair Value
Outstanding as of January 31, 2025
233,680 $22.27 
Granted1,639,900 17.08 
Released(224,323)22.26 
Forfeited or canceled(402,456)17.26 
Outstanding as of January 31, 2026
1,246,801 $17.06 
As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested PSUs of $10.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.
Stock Option Information
A summary of our stock option activity is as follows:
Number of OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2025
13,164,743 $6.31 5.02$232,240 
Assumed options from Prompt acquisition
415,109 1.13 
Exercised(4,085,234)4.42 
Forfeited(51,422)2.26 
Outstanding as of January 31, 2026
9,443,196 $6.92 4.83$67,255,182 
Expected to vest as of January 31, 2026
9,443,196 $6.92 4.83$67,255,182 
Vested and exercisable as of January 31, 2026
7,580,479 $6.66 4.59$56,053,935 
There were no options granted during fiscal 2026, 2025 or 2024, except for options assumed in connection with the acquisitions.
The aggregate intrinsic value is the difference between the exercise price and the estimated fair value of the underlying common stock. The aggregate intrinsic value of options exercised during fiscal 2026, 2025 and 2024 was $59.6 million, $146.9 million and $170.1 million, respectively.
As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested options of $8.5 million that is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.
Milestone Options
In March 2021, we granted 1,404,605 options to purchase shares of common stock subject to service-based, performance-based, and market-based vesting conditions to our Chief Executive Officer and former Chief Financial Officer under the 2013 Plan. These stock options will vest 100% upon the occurrence of (i) our IPO (the performance-based vesting condition), which was completed in June 2021, and (ii) the achievement of a certain market capitalization target (the market-based vesting condition), subject to the executive’s continued service to us from the grant date through the milestone event. During fiscal 2025, our former Chief Financial Officer's employment was terminated, resulting in the forfeiture of certain milestone options. As of January 31, 2026, the market capitalization target has not yet been achieved, and therefore, these milestone options remain unvested. For these options, we used a Monte Carlo simulation to determine the fair value at the grant date and the implied service period.
We recorded stock-based compensation expense related to these milestone options of $3.3 million, $2.6 million, and $3.6 million during fiscal 2026, 2025, and 2024, respectively. As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested milestone options of $1.9 million, that is expected to be recognized over the remaining implied service period of 0.6 years.
Restricted Common Stock
Restricted common stock is included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest. A summary of our restricted common stock activity is as follows:
Number of Shares
Weighted-Average Grant Date Fair Value
Outstanding as of January 31, 2025
1,497,212 $27.49 
Granted3,108,988 19.10 
Vested
(1,122,065)25.65 
Outstanding as of January 31, 2026
3,484,135 $20.60 
As of January 31, 2026, we had unrecognized stock-based compensation expense related to unvested restricted common stock of $65.7 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.26 years.
Employee Stock Purchase Plan (ESPP)
In May 2021, our board of directors, and in June 2021, our stockholders approved our ESPP, which became effective on the date of effectiveness of our Final Prospectus, or June 29, 2021. The ESPP initially reserved and authorized the issuance of up to a total of 7,056,319 shares of common stock to eligible employees. The number of shares reserved for issuance and sale under the ESPP will automatically increase on the first day of each fiscal year, starting on February 1, 2022 for the first ten calendar years after the first offering date, in an amount equal to (i) 1% of the aggregate number of outstanding shares of all class our common stock on the last day of the immediately preceding fiscal year, or (ii) such other amount as the administrator of the ESPP may determine. The ESPP generally provides for six-month offering periods beginning January 6 and July 6 of each year, with each offering period consisting of a single six-month purchase period, except for the initial offering period which began on July 1, 2021, and ended on July 5, 2023. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (i) the fair market value of our common stock as of the beginning of the offering period or (ii) the fair market value of our common stock on the purchase date, as defined in the ESPP, except for the initial offering period that had a 24-month look back to the IPO price of $35.
The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights using the Black-Scholes option pricing model for the periods presented:
Year Ended January 31,
20262025
Expected term (in years)
0.5
0.5
Expected volatility
46% - 48%
48% - 55%
Risk-free interest rate
3.6% - 4.3%
4.2% - 5.3%
Dividend yield
— %
— 
%
We recognized stock-based compensation expense related to ESPP of $7.7 million, $8.7 million, and $11.7 million during fiscal 2026, 2025, and 2024, respectively.
Modifications & Accelerations
During fiscal 2026, 2025 and 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to us (Management Transitions). These Management Transitions have been accounted for as modifications or accelerations, under which the exercise period of certain vested awards has been extended, and a certain number of unvested awards will vest through the end of the agreements entered into in connection with the Management Transitions.
During fiscal 2026, 2025 and 2024, we recognized incremental and accelerated charges of $3.8 million, $9.7 million and $6.2 million, respectively, related to the Management Transitions.
Share Repurchase Program
In May 2025, our board of directors authorized the 2025 Share Repurchase Program, under which we may purchase up to $200.0 million of our outstanding shares of Class A common stock. We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transaction or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will be at the discretion of management and will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The 2025 Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock. We expect to retire any repurchased shares of Class A common stock.
During fiscal 2026, we repurchased 12.2 million of shares of our Class A common stock under the 2025 Share Repurchase Program for an aggregate purchase price of $200.0 million, including transaction costs, at an average price of $16.39 per share, respectively. The total price of the shares repurchased and related transaction costs are reflected as a reduction to common stock and additional paid-in capital on our consolidated balance sheets. As of January 31, 2026, the 2025 Share Repurchase Program was fully utilized, with no further amounts available for future share repurchases.