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Equity
 6 Months Ended
Jul. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity Equity
Common Stock—The Company had reserved shares of common stock for future issuance as follows (in thousands):

July 31, 2023January 31, 2023
2012 Equity Incentive Plan:
Options outstanding30,279 35,212 
Restricted stock units outstanding1,610 2,521 
2020 Equity Incentive Plan:
Options outstanding614 642 
Restricted stock units outstanding18,887 13,039 
Shares available for future grants62,012 52,989 
2020 Employee Stock Purchase Plan:
Shares available for future grants13,967 11,046 
Total shares of common stock reserved for future issuance127,369 115,449 

Stock Repurchase Program and Treasury Stock—In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $2.0 billion of its outstanding common stock. Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws. The program is funded using the Company’s working capital and will expire in March 2025. The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors. The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

The following table summarizes the stock repurchase activity under the Company’s stock repurchase program (in thousands, except per share data):

Six Months Ended July 31, 2023
Number of shares repurchased1,405 
Weighted-average price per share(1)
$136.39 
Aggregate purchase price(1)
$191,694 
________________
(1)Includes transaction costs associated with the repurchases.

There were no shares repurchased under the Company’s authorized stock repurchase program during the three months ended July 31, 2023.

As of July 31, 2023, $1.8 billion remained available for future stock repurchases under the stock repurchase program. The first 0.5 million shares repurchased during the six months ended July 31, 2023 were recorded in treasury stock as a reduction to the stockholders’ equity on the condensed consolidated balance sheets. All subsequent repurchases of common stock were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the condensed consolidated balance sheets.

Equity Incentive Plans—The Company’s 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with its Initial Public Offering (IPO), provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (RSUs), performance awards and other forms of equity compensation (collectively, equity awards). All shares that remain available for future grants are under the 2020 Plan.
The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company. The 2012 Plan was terminated in September 2020 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan. Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan. No further equity awards will be granted under the 2012 Plan.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP), which became effective in connection with the IPO, authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. Offering periods are generally six months long and begin on March 15 and September 15 of each year, except for the first two offering periods. The initial offering period began on September 15, 2020 and ended on February 26, 2021. The second offering period began on March 1, 2021 and ended on September 14, 2021.

On February 1, 2023, the shares available for grant under the 2020 Plan and the 2020 ESPP were automatically increased by 16.2 million shares and 3.2 million shares, respectively, pursuant to the annual evergreen increase provisions under the 2020 Plan and the 2020 ESPP.

Stock Options—Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over four years and expire ten years from the date of grant. Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant.

A summary of stock option activity and activity regarding shares available for grant under the Plans during the six months ended July 31, 2023 is as follows:

Shares
Available for Grant
(in thousands)		Number of Options Outstanding
(in thousands)		Weighted-
Average
Exercise Price		Weighted-Average Remaining Contractual Life
(in years)		Aggregate
Intrinsic
Value
(in thousands)
Balance—January 31, 2023
52,989 35,854 $11.27 5.9$5,237,549 
Shares authorized16,165 — 
Options exercised— (2,376)$6.45 
Options canceled50 (50)$5.38 
RSUs granted(7,318)— 
Shares withheld related to net share settlement of RSUs638 — 
RSUs forfeited472 — 
Balance—April 30, 2023
62,996 33,428 $11.63 5.7$4,599,537 
Options exercised— (2,480)$6.53 
Options canceled55 (55)$110.24 
RSUs granted(2,048)— 
Shares withheld related to net share settlement of RSUs551 — 
RSUs forfeited458 — 
Balance—July 31, 2023
62,012 30,893 $11.86 5.5$5,141,902 
Vested and exercisable as of July 31, 2023
29,248 $9.19 5.4$4,935,165 

No options were granted during the six months ended July 31, 2023. The weighted-average grant-date fair value of options granted during the six months ended July 31, 2022 was $101.66 per share. The intrinsic value of options exercised in the six months ended July 31, 2023 and 2022 was $736.7 million and $704.6 million, respectively. The aggregate grant-date fair value of options that vested during the six months ended July 31, 2023 and 2022 was $28.3 million and $41.3 million, respectively.
RSUs—RSUs granted under the 2012 Plan had both service-based and performance-based vesting conditions, of which the performance-based vesting condition was satisfied upon the effectiveness of the IPO in September 2020. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved. RSUs granted under the 2020 Plan generally only contain the service-based vesting condition as described above, and the related stock-based compensation for such RSUs is recognized on a straight-line basis over the requisite service period.

During the six months ended July 31, 2023, the Company granted, under the 2020 Plan, RSUs that have both service-based and performance-based vesting conditions (PRSUs) to its executive officers and certain other members of its senior leadership team. The service-based vesting condition for these PRSUs is satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company. The ultimate number of PRSUs earned and eligible to vest ranges between 0% to 120% of the target number of PRSUs granted based on the weighted-average achievement of such Company annual performance metrics for the fiscal year ending January 31, 2024. Stock-based compensation associated with these PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the probability of the performance condition being satisfied, which is assessed periodically by the Company. For the three and six months ended July 31, 2023, the Company recognized stock-based compensation of $6.3 million and $10.1 million associated with these PRSUs, respectively.

A summary of RSU activity, inclusive of PRSU activity, during the six months ended July 31, 2023 is as follows:

Number of Shares
(in thousands)		Weighted-Average Grant Date
Fair Value
per Share
Unvested Balance—January 31, 2023
15,560 $181.17 
Granted(1)
7,318 $143.56 
Vested(1,862)$188.47 
Forfeited(472)$179.39 
Unvested Balance—April 30, 2023
20,544 $167.15 
Granted2,048 $187.08 
Vested(1,637)$169.81 
Forfeited(458)$176.59 
Unvested Balance—July 31, 2023
20,497 $168.72 
________________
(1)Includes 0.5 million PRSUs granted at 120% of the target number of PRSUs, which represents the maximum number of PRSUs that may be earned and eligible to vest with respect to these awards over their full term.

Restricted Common Stock—Restricted common stock is not deemed to be outstanding for accounting purposes until it vests.

As discussed in Note 7, “Business Combinations,” during the six months ended July 31, 2022, in connection with the Streamlit business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s common stock outside of the Plans in exchange for a portion of their Streamlit stock. These shares are subject to vesting agreements pursuant to which the shares will vest over three years, subject to each founder’s continued employment with the Company or its affiliates. The $93.7 million fair value of these shares are accounted for as post-combination stock-based compensation over the requisite service period of three years. As of July 31, 2023, 0.3 million shares remained unvested.

A summary of restricted common stock activity during the six months ended July 31, 2023 is as follows:
Outside of the Plans
Number of Shares
(in thousands)		Weighted-Average Grant Date
Fair Value
per Share
Unvested Balance—January 31, 2023
428 $219.26 
Vested(142)$199.28 
Unvested Balance—April 30, 2023 and July 31, 2023
286 $229.13 

Stock-Based Compensation—The following table summarizes the assumptions used in estimating the fair value of stock options granted to employees during the six months ended July 31, 2022:

Six Months Ended July 31, 2022
Expected term (in years)6.0
Expected volatility50.0 %
Risk-free interest rate1.8 %
Expected dividend yield— %

No stock options were granted during the three months ended July 31, 2022 or each of the three and six months ended July 31, 2023.

Expected term—For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company’s historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. 

Expected volatility—The Company uses the average volatility of its Class A common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption.

Risk-free interest rate—Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant.

Expected dividend yield—Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero.

Fair value of underlying common stock—Since the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange.

The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights granted under the 2020 ESPP during the three and six months ended July 31, 2023 and 2022:

Three and Six Months Ended July 31,
20232022
Expected term (in years)0.50.5
Expected volatility71.3 %58.9 %
Risk-free interest rate4.7 %0.9 %
Expected dividend yield— %— %
Stock-based compensation included in the condensed consolidated statements of operations was as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2023202220232022
Cost of revenue$32,302 $26,070 $62,764 $48,705 
Sales and marketing78,838 60,162 151,133 112,631 
Research and development163,005 96,897 299,422 170,490 
General and administrative25,577 26,052 50,912 49,848 
Stock-based compensation, net of amounts capitalized299,722 209,181 564,231 381,674 
Capitalized stock-based compensation12,903 6,715 24,622 13,210 
Total stock-based compensation$312,625 $215,896 $588,853 $394,884 

As of July 31, 2023, total compensation cost related to unvested stock-based awards not yet recognized was $3.0 billion, which will be recognized over a weighted-average period of 3.0 years.