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Stockholders' Equity and Equity Incentive Plans
 12 Months Ended
Jan. 31, 2025
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,
 20252024
Stock options outstanding2,394,918 3,314,228 
RSUs outstanding23,870,513 26,040,557 
ESPP purchase rights outstanding 2,311,567 2,086,604 
Remaining shares available for future issuance under the 2011 and 2019 plan56,022,675 50,559,254 
Remaining shares available for future issuance under the ESPP18,807,595 14,712,385 
Total shares of Class A common stock reserved103,407,268 96,713,028 

Stock Repurchase Plan
In February 2024, our Board of Directors authorized a stock repurchase program of up to $1.5 billion of our Class A common stock. In November 2024, our Board of Directors authorized the repurchase of an additional $1.2 billion of our outstanding Class A common stock. Repurchases of our Class A common stock may be effected from time to time, either on the open market (including preset trading plans), in privately negotiated transactions, and other transactions in accordance with applicable securities laws. The program does not obligate us to repurchase any specific number of shares and may be discontinued at any time.
During the fiscal year ended January 31, 2025, we repurchased and subsequently retired 15,888,316 shares of our Class A common stock for an aggregate amount of $1.1 billion. As of January 31, 2025, $1.6 billion of the repurchase authorization remained available.
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, 20243,314,228 $8.21 3.9$189,921 
Exercised(908,844)$5.08 $62,063 
Canceled/forfeited/expired(10,466)$93.57 
Outstanding and Exercisable as of January 31, 20252,394,918 $9.02 2.6$187,284 
There were no options granted for the fiscal years ended January 31, 2025, 2024 and 2023. 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 $62.1 million, $90.0 million, and $121.5 million during the fiscal years ended January 31, 2025, 2024, and 2023, respectively. As of January 31, 2025, 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, 202426,040,557 $83.14 
Granted13,811,816 $67.30 
Vested(12,095,006)$85.54 
Forfeited(3,886,854)$78.72 
Unvested as of January 31, 202523,870,513 $73.48 
As of January 31, 2025, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $1,495.8 million, which is expected to be recognized over a weighted-average period of 2.6 years.
For the fiscal year ended January 31, 2025, we granted 1.7 million RSUs that contain both service and performance vesting criteria. The ultimate number of shares eligible to vest pursuant to these RSUs range from 0% to 100% of the target number of shares depending on achievement of the performance metrics. The number of RSUs with service and performance vesting conditions included in the granted amount in the table above reflects the shares that would be eligible to vest at 100% of the target amount.
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, 2025, 2024, and 2023, 1,066,977, 921,892, and 678,279 shares, respectively, of our Class A common stock were purchased under the ESPP.
As of January 31, 2025, unrecognized stock-based compensation expense related to the ESPP was $36.2 million, which is expected to be recognized over a weighted-average period of 1.6 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,
202520242023
Expected term (years)
0.5 - 2.0
0.5 - 2.0
0.5 - 2.0
Expected volatility
28.4% - 43.3%
30.0% - 57.6%
57.6% - 64.6%
Risk-free interest rate
4.2% - 5.4%
4.6% - 5.4%
2.2% - 4.8%
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,
202520242023
(in thousands)
Cost of revenue$124,561 $143,798 $174,546 
Research and development333,767 336,309 361,720 
Sales and marketing319,631 381,298 532,371 
General and administrative153,350 195,756 217,115 
Total stock-based compensation expense931,309 1,057,161 1,285,752 
Benefit from income taxes(176,463)(197,068)(199,971)
Total stock-based compensation expense recorded to net income$754,846 $860,093 $1,085,781