The Company's 2008 Equity Incentive Plan (the "2008 Plan"), as amended on March 10, 2016, allowed for the issuance of up to 25,912,531 shares of common stock. Awards granted under the 2008 Plan may be incentive stock options ("ISOs"), nonqualified stock options ("NQSOs"), restricted stock and restricted stock units. The 2008 Plan is administered by the Company's Board of Directors, which determines the terms of the options granted, the exercise price, the number of shares subject to option and the option vesting period. No ISO or NQSO is exercisable after 10 years from the date of grant, and option awards will typically vest over a four-year period.

The 2008 Plan was terminated in connection with the adoption of the Company's 2016 Equity Incentive Plan (the "2016 Plan") in December 2016, and since the 2008 Plan termination the Company has not granted and will not grant any additional awards under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.

In December 2016, the Company's Board of Directors adopted, and its stockholders approved, the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan will increase on the first day of each fiscal year during the term of the 2016 Plan by the lesser of: (i) 10,000,000 shares, (ii) 4% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company's Board of Directors may determine. On February 1, 2025, the number of shares of common stock available for issuance under the 2016 Plan was automatically increased according to its terms by 5,079,978 shares. In addition, the shares reserved for issuance under the 2016 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options or other awards. As of January 31, 2026, the number of shares available for future award under the 2016 Plan is 12,842,891.

In connection with the acquisition, the Company assumed the Hearsay Social, Inc. 2019 Equity Incentive Plan (the "Hearsay Plan"), including all outstanding restricted stock units ("RSUs") held by continuing Hearsay employees. These assumed awards were converted into approximately 2.1 million RSUs to receive shares of the Company’s common stock at the effective time of the acquisition and are generally subject to their original terms and conditions under the Hearsay Plan. The Hearsay Plan allows for the issuance of up to approximately 6.0 million shares of the Company’s common stock. Under the Hearsay Plan, the Company may grant stock options with an exercise price that is no less than the fair market value on the date of grant, restricted stock, RSUs, and other stock-based awards to the Company’s employees. Equity awards granted under the Hearsay Plan following the acquisition are expected to be on similar terms and consistent with similar grants made pursuant the Company’s 2016 Equity Incentive Plan. Awards canceled and forfeited and shares withheld to satisfy tax withholding obligations become further available for future issuance under the Hearsay Plan. As of January 31, 2026, the number of shares available for future award under the Hearsay Plan is 1,229,221.

Stock-based compensation represents the cost related to stock-based awards granted in lieu of monetary payment. The Company measures stock-based compensation associated with stock-based awards issued to employees at the grant date, based on the estimated fair value of the award, and recognizes expense, net of estimated forfeitures, over the requisite service period of the applicable award generally using the straight-line method or accelerated attribution method.

The following table summarizes the Company's stock-based compensation expense for equity classified awards for the periods presented:


	Fiscal year ended January 31,
(in thousands)	2026		2025		2024
Equity classified awards:
Cost of revenue	$	2,624	$	2,753	$	2,900
Sales and marketing	7,400		15,583		15,067
Research and development	13,843		10,265		11,349
General and administrative	24,844		23,179		15,645
Total stock-based compensation expense	$	48,711	$	51,780	$	44,961

As of January 31, 2026, there was approximately $47.8 million of total unrecognized compensation cost related to unvested stock-based awards, which is expected to be recognized over an estimated remaining weighted-average vesting period of approximately 1.78 years.

In addition, certain liability classified awards were granted in connection with the Hearsay acquisition and relate to portions of the incentive pool and earnout that generally vest over one year from the Hearsay acquisition date. These awards may be settled in cash or shares at the Company's election, and are measured at fair value at each reporting date based on their expected value, with compensation cost being recognized over the related service period. The corresponding liabilities associated with these awards are included within accounts payable, accrued expenses and other current liabilities on the Company's consolidated balance sheet until settlement. The following table summarizes the Company's compensation expense for liability classified awards for the periods presented:


	Fiscal year ended January 31,
(in thousands)	2026		2025		2024
Liability classified awards:
Cost of revenue	$	720	$	201	$	—
Sales and marketing	603		5,782		—
Research and development	1,234		2,419		—
General and administrative	239		703		—
Total compensation expense	$	2,796	$	9,105	$	—

The following table summarizes the activity related to the Company's stock options:


	Options Outstanding
	Outstanding Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Balance, January 31, 2025	1,566,134	$	6.78	1.48	$	450
Granted	—	$	—
Exercised	(341,553)	$	6.31
Forfeited or canceled	(45,767)	$	10.81
Balance, January 31, 2026	1,178,814	$	6.75	0.56	$	665
Vested and expected to vest	1,178,814	$	6.75	0.56	$	665
Exercisable at January 31, 2026	1,178,814	$	6.75	0.56	$	665

The aggregate intrinsic value of options vested and expected to vest and exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of January 31, 2026. The fair value of the common stock is the Company’s closing stock price as reported on the New York Stock Exchange.

The aggregate intrinsic value of exercised options was $0.7 million, $0.8 million and $6.3 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date.

The following table summarizes the activity related to the Company's restricted stock and restricted stock units ("RSUs"):


	Outstanding	Weighted-Average Grant Date Fair Value
Balance, January 31, 2025	10,315,199	$	6.37
Granted	6,269,951	$	7.72
Vested and converted to shares	(6,903,945)	$	6.21
Forfeited or canceled	(2,073,344)	$	6.85
Balance, January 31, 2026	7,607,861	$	7.51

The estimated weighted-average grant date fair value of restricted stock and RSUs granted was $7.72, $5.85, and $8.28 per share for the fiscal years ended January 31, 2026, 2025, and 2024, respectively. The fair value of the common stock is the Company’s closing stock price as reported on the New York Stock Exchange.

The Company offers an ESPP to eligible employees. The ESPP allows employees to purchase shares of common stock at a 15% discount, based on the lower of the fair market value per share at the commencement of or completion of the offering period. Offering periods commence on the first trading day on or after March 15th and September 15th of each year, and end on the first trading day, approximately six months later.

In connection with the offering period which ended on March 15, 2025, 355,981 shares of common stock were purchased under the ESPP at a purchase price of $5.24 per share for total proceeds of $1.9 million. In connection with the offering period which ended on September 15, 2025, 248,723 shares of common stock were purchased under the ESPP at a purchase price of $5.24 per share for total proceeds of $1.3 million.

The Black-Scholes option-pricing model assumptions used to calculate the fair value of shares, estimated at commencement of the offering period, were as follows:


	Fiscal year ended January 31,
	2026	2025	2024










Expected life (years)	0.50	0.50	0.50
Expected volatility	41.28% - 50.80%	46.36% - 52.80%	55.12% - 76.43%
Dividend yield	—%	—%	—%
Risk-free rate	3.81% - 4.29%	4.55% - 5.38%	4.73% - 5.49%

During the fiscal years ended January 31, 2026, 2025 and 2024, the Company recorded stock-based compensation expense associated with the ESPP of $1.0 million, $1.4 million and $1.7 million, respectively. As of January 31, 2026, total unrecognized compensation cost related to the ESPP was $0.1 million, net of estimated forfeitures, which will be amortized over a weighted-average remaining period of 0.12 years.

In March 2022, the Company made a grant to an executive in the form of 2,000,000 performance-based restricted stock units ("PSUs"). This grant was outside of the Company’s 2016 Equity Incentive Plan, and will vest over approximately a four-year period following the achievement of certain stock price targets. During the fiscal year ended January 31, 2024, the Company granted additional PSUs to certain executives under the Company’s 2016 Equity Incentive Plan, which vest over approximately a one-year period following the achievement of certain stock price targets.

In January 2024, the Company made an additional grant to an executive in the form of 1,250,000 target PSUs under the 2016 Equity Incentive Plan. The total number of shares that will be eligible to vest ranges from 0% to 200% of the target PSUs and is based on the total shareholder return ("TSR") of the Company, relative to the TSR of companies in the S&P Software and Services Select Index over specified performance periods. These awards vest over approximately a one to two-year period.

During the fiscal year ended January 31, 2026, the Company granted 1,025,000 PSUs to certain executives which vest over approximately a two-year period based upon continued service and the achievement of pre-determined ARR and Adjusted EBITDA margin growth metrics. The total number of shares that are eligible to vest ranges from 0% to 250% of the target PSUs.

The Company measures the fair value of PSUs on the grant date of the award and applies a Monte Carlo simulation model when the award contains market conditions. Stock-based compensation expense is recognized using the accelerated attribution method over the requisite service period. For PSUs with performance conditions, stock-based compensation is recognized when it becomes probable that the underlying performance targets will be achieved.


	Number of Performance-Based Restricted Stock Units	Weighted-Average Grant Date Fair Value
Balance as of January 31, 2025	3,495,000	$	5.97
Granted	1,025,000	$	7.17
Vested	(391,875)	$	5.69
Forfeited or canceled	(303,125)	$	6.11
Balance as of January 31, 2026	3,825,000	$	6.31