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Stockholders' Equity and Equity Incentive Plans
 12 Months Ended
Jan. 31, 2024
Equity [Abstract]  
Stockholders' Equity and Equity Incentive Plans Stockholders’ Equity and Equity Incentive Plans
Dual-Class Common Stock Structure
In November 2018, we implemented a dual class common stock structure pursuant to which all the then-outstanding shares of our common stock were reclassified as Class B common stock and a new class of Class A common stock was authorized. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to 10 votes per share. The Class A and Class B common stock have the same dividend and liquidation rights. Each share of Class B common stock will automatically convert into one share of Class A common stock upon (a) any transfer of such share, except for certain permitted transfers described in our amended and restated certificate of incorporation and (b) the death of the holder of such share. In addition, each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of (a) the date that is six months following the death or incapacity of Eric S. Yuan (our CEO), (b) the date that is six months following the date that Mr. Yuan is no longer providing services to us or his employment is terminated for cause, (c) the date specified by the holders of a majority of the then-outstanding shares of convertible preferred stock, voting together on an as-converted basis, and the holders of a majority of the then-outstanding shares of Class B common stock, voting as a separate class, and (d) the 15-year anniversary of the closing of our IPO. In connection with the implementation of the dual-class common stock structure, each then-outstanding share of our convertible preferred stock became convertible into one share of Class B common stock, and all outstanding options to purchase shares of common stock became options to purchase an equivalent number of shares of Class B common stock.
Upon the effectiveness of the amended and restated certificate of incorporation in November 2018, the number of shares of common stock that are authorized to be issued consisted of 320,000,000 shares of Class A common stock, $0.001 par value per share and 300,000,000 shares of Class B common stock, $0.001 par value per share. Class A and Class B common stock are collectively referred to as “common stock” throughout the notes to the consolidated financial statements, unless otherwise noted.
Common Stock
Upon the completion of the IPO in April 2019, our amended and restated certificate of incorporation became effective, which also authorized the issuance of 2,000,000,000 shares of Class A common stock, $0.001 par value per share and 300,000,000 shares of Class B common stock, $0.001 par value per share.
We have the following shares of Class A common stock reserved for future issuance:
 
As of January 31,
 20242023
Stock options outstanding3,314,228 4,800,616 
RSUs outstanding26,040,557 21,868,533 
ESPP purchase rights outstanding 2,086,604 2,851,856 
Remaining shares available for future issuance under the 2011 and 2019 plan50,559,254 51,367,359 
Remaining shares available for future issuance under the ESPP14,712,385 11,930,797 
Total shares of Class A common stock reserved96,713,028 92,819,161 

Stock Repurchase Plan
In February 2022, our Board of Directors authorized a stock repurchase program of up to $1.0 billion of our Class A common stock, which was completed in December 2022. During the year ended January 31, 2023, we purchased and subsequently retired 11,170,907 shares of our Class A common stock for an aggregate amount of $1.0 billion.
In February 2024, our Board of Directors authorized a new stock repurchase program of up to $1.5 billion of our Class A common stock. See Note 14, "Subsequent Events" for additional information related to the authorized stock repurchase program.
Equity Incentive Plans
In 2011, we adopted the 2011 Global Share Plan (“2011 Plan”), under which officers, employees, and consultants were granted various forms of equity incentive compensation at the discretion of the board of directors, including stock options and restricted stock awards. In connection with the IPO, the shares of Class B common stock remaining available for issuance under the 2011 Plan became available for issuance for a corresponding number of shares of our Class A common stock under the 2019 Equity Incentive Plan (“2019 Plan”), which is a successor to and continuation of our 2011 Plan.
In April 2019, we adopted the 2019 Plan, which became effective in connection with our IPO. Our 2019 Plan provides for the grant of stock options, stock appreciation rights, RSU awards, performance awards, and other forms of awards. The awards generally vest over four years. The plan administrator determines the term of stock options granted under the 2019 Plan, up to a maximum of 10 years. The maximum number of shares of our Class A common stock that may be issued under our 2019 Plan will not exceed 58,300,889 shares of our Class A common stock, which is the sum of (1) 34,000,000 new shares, plus (2) an additional number of shares not to exceed 24,300,889, consisting of (A) shares that remain available for the issuance of awards under our 2011 Plan as of immediately prior to the time our 2019 Plan becomes effective and (B) shares of Class B common stock subject to outstanding stock options or other stock awards granted under our 2011 Plan that, on or after the 2019 Plan became effective, terminate, or expire prior to exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In addition, the number of shares of our Class A common stock reserved for issuance under our 2019 Plan automatically increases on February 1 of each calendar year, starting on February 1, 2020 through February 1, 2029, in an amount equal to (i) 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on January 31 of the fiscal year before the date of each automatic increase or (ii) a lesser number of shares determined by our board of directors prior to the applicable February 1.

Stock Options
A summary of stock option activity under our equity incentive plan and related information is as follows:
Stock Options
 Outstanding
Stock
Options		Weighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Life (Years)		Aggregate
Intrinsic
Value
 (in thousands, except share, life and per share data)
Outstanding as of January 31, 20234,800,616 $8.22 4.9$322,929 
Exercised(1,464,158)$6.96 $90,039 
Canceled/forfeited/expired(22,230)$92.95 
Outstanding and Exercisable as of January 31, 20243,314,228 $8.21 3.9$189,921 
There were no options granted for the fiscal years ended January 31, 2024, 2023 and 2022. The intrinsic value of the options exercised, which represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option, was $90.0 million, $121.5 million, and $843.0 million during the fiscal years ended January 31, 2024, 2023, and 2022, respectively. As of January 31, 2024, all options have vested and there is no unrecognized stock-based compensation expense remaining.
Restricted Stock Units
A summary of RSU activity under our equity incentive plan and related information is as follows:
RSUs
Unvested
RSUs		Weighted-Average
Grant Date Fair Value Per Share
Unvested as of January 31, 202321,868,533 $109.31 
Granted19,864,395 $69.27 
Vested(11,349,453)$102.87 
Forfeited(4,342,918)$99.98 
Unvested as of January 31, 202426,040,557 $83.14 
In October 2021, we added a feature that modified certain existing RSU awards to provide for a supplemental award based on certain future stock price criteria. The feature was subsequently modified in March and October 2022 to provide potential additional supplemental awards. The features and resulting modifications resulted in incremental stock-based compensation expense that is being recognized from the respective modification dates through the remaining requisite service period for each of the original awards. In November 2022, we cancelled one of the features related to a sub-population of the modified awards. As a result, the amount of the unrecognized compensation cost as calculated using a Monte Carlo valuation approach related to the cancelled awards of $207.7 million was recognized during the fiscal year ended January 31, 2023.
As of January 31, 2024, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $1,782.2 million, including the impact of the modification, which is expected to be recognized over a weighted-average period of 2.5 years.
2019 Employee Stock Purchase Plan
In April 2019, we adopted the 2019 ESPP, which became effective in connection with the IPO. A total of 9,000,000 shares of our Class A common stock were initially reserved for issuance under the ESPP. The number of shares of our Class A common stock reserved for issuance automatically increases on February 1 of each calendar year, beginning on February 1, 2020 through February 1, 2029, by the lesser of (1) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on the last day of the fiscal year before the date of the automatic increase, and (2) 7,500,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2).
Under our current ESPP, Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lesser of (1) 85% of the fair market value of a share of our Class A common stock on the first date of an offering or (2) 85% of the fair market value of a share of our Class A common stock on the date of purchase. No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our Class A common stock based on the fair market value per share of our Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding or 3,000 shares. The 2019 ESPP provides for, at maximum, 27 months offering periods with four offering dates, generally in June and December of each year. The first offering period began on April 18, 2019. During the fiscal years ended January 31, 2024, 2023, and 2022, 921,892, 678,279, and 838,395 shares, respectively, of our Class A common stock were purchased under the ESPP.
As of January 31, 2024, unrecognized stock-based compensation expense related to the ESPP was $38.6 million, which is expected to be recognized over a weighted-average period of 1.1 years.
We estimated the fair value of ESPP purchase rights using a Black-Scholes option-pricing model with the following assumptions:
Year Ended January 31,
202420232022
Expected term (years)
0.5 - 2.0
0.5 - 2.0
0.5 - 2.1
Expected volatility
30.0% - 57.6%
57.6% - 64.6%
40.3% - 75.0%
Risk-free interest rate
4.6% - 5.4%
2.2% - 4.8%
0.0% - 2.5%
Expected dividend yield———
The stock-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows:
Year Ended January 31,
202420232022
(in thousands)
Cost of revenue$143,798 $174,546 $69,612 
Research and development336,309 361,720 113,000 
Sales and marketing381,298 532,371 229,297 
General and administrative195,756 217,115 65,378 
Total stock-based compensation expense1,057,161 1,285,752 477,287 
Benefit from income taxes(197,068)(199,971)(84,245)
Total stock-based compensation expense recorded to net income$860,093 $1,085,781 $393,042