Preferred Stock—The Company’s amended and restated certificate of incorporation authorized the issuance of 200.0 million shares of undesignated preferred stock with a par value of $0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors. No preferred stock was outstanding during any periods presented.

Common Stock—The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, converting, and transfer rights, and have a par value of $0.0001 per share. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. No Class B common stock was outstanding during any periods presented.


	January 31, 2025	January 31, 2024

2012 Equity Incentive Plan:
Options outstanding	20,067	26,767
Restricted stock units outstanding	—	789

2020 Equity Incentive Plan:
Options outstanding	1,586	602
Restricted stock units outstanding	24,790	20,168
Shares available for future grants	64,834	59,371
2020 Employee Stock Purchase Plan:
Shares available for future grants	16,446	13,764
Total shares of common stock reserved for future issuance	127,723	121,461

Stock Repurchase Program—In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $2.0 billion of the Company’s outstanding Class A 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 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. In August 2024, the Company’s board of directors authorized the repurchase of an additional $2.5 billion of its outstanding common stock and extended the expiration date of the stock repurchase program from March 2025 to March 2027.

All repurchases were made in open market transactions, except for the 3.6 million shares of the Company’s outstanding Class A common stock that were repurchased for $399.6 million from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $112.50 per share. See Note 10, “Convertible Senior Notes,” for further details.

As of January 31, 2025, $2.0 billion remained available for future stock repurchases under the stock repurchase program (exclusive of any transaction costs associated with repurchases). The first 0.5 million shares repurchased during the fiscal year ended January 31, 2024 were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets. All shares of Class A common stock subsequently repurchased 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 consolidated balance sheets.

In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination. These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

Equity Incentive Plans—The Company’s 2020 Equity Incentive Plan (2020 Plan) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock 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 Company’s initial public offering (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.

A total of 34.1 million shares of the Company’s Class A common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 78.8 million. On February 1, 2024, the shares available for future grants under the 2020 Plan were automatically increased by 16.7 million shares pursuant to the provision described in the preceding sentence.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP) authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 5.7 million shares of the Company’s Class A common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. On February 1, 2024, the shares available for future grants under the 2020 ESPP were automatically increased by 3.3 million shares pursuant to the provision described in the preceding sentence. The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85% of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. Offering periods are generally six months long and begin on the first trading day on or after 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.


	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, 2022	42,043	$	7.53	6.9	$	11,283,299
Granted	642	$	207.56
Exercised	(6,118)	$	6.50
Canceled	(713)	$	8.02
Balance—January 31, 2023	35,854	$	11.27	5.9	$	5,237,549
Exercised	(8,357)	$	6.84
Canceled	(128)	$	70.59

Balance—January 31, 2024	27,369	$	12.35	5.0	$	5,023,664
Granted	1,037	$	163.17
Exercised	(6,608)	$	6.79
Canceled	(145)	$	78.83
Balance—January 31, 2025	21,653	$	20.83	4.2	$	3,493,648
Vested and expected to vest as of January 31, 2025	21,653	$	20.83	4.2	$	3,493,648
Exercisable as of January 31, 2025	20,645	$	13.53	4.1	$	3,478,059

The weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2025 and 2023 was $79.16 and $101.66 per share, respectively. No options were granted during the fiscal year ended January 31, 2024. The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024, and 2023 was $913.9 million, $1.3 billion, and $1.0 billion, respectively. The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2025, 2024, and 2023 was $31.2 million, $42.3 million, and $79.1 million, respectively.

Equity-Classified RSUs—RSUs granted under the 2012 Plan are equity-classified and 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.

Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years, and the related stock-based compensation for these RSUs is recognized on a straight-line basis over the requisite service period. In addition, under the 2020 Plan, the Company granted 0.8 million and 0.5 million equity-classified RSUs (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team during the fiscal years ended January 31, 2025 and 2024, respectively. These Leadership PRSUs were granted at 120% of the target number of these awards, representing the maximum number of Leadership PRSUs that may be eligible to vest over their full term, and have both service-based and performance-based vesting conditions. The service-based vesting condition for these Leadership PRSUs is typically 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 the Leadership PRSUs eligible to vest ranges between 0% to 120% of the target number of the Leadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the respective fiscal year. Stock-based compensation associated with these Leadership PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved. Stock-based compensation recognized for these Leadership PRSUs was $60.2 million and $30.8 million for the fiscal years ended January 31, 2025 and 2024, respectively.


	Number of Shares (in thousands)	Weighted-Average Grant-Date Fair Value per Share





Unvested Balance—January 31, 2022	9,612	$	180.08
Granted	10,788	$	180.65
Vested	(3,348)	$	165.30
Forfeited	(1,492)	$	206.02
Unvested Balance—January 31, 2023	15,560	$	181.17
Granted	12,706	$	158.28
Vested	(6,810)	$	172.38
Forfeited	(1,881)	$	176.44

Unvested Balance—January 31, 2024	19,575	$	169.82
Granted	17,096	$	142.07
Vested	(9,900)	$	168.04
Forfeited	(3,367)	$	163.07
Performance adjustment(1)	(50)	$	139.58
Unvested Balance—January 31, 2025	23,354	$	151.30

Liability-Classified RSUs—During the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company agreed to grant, under the 2020 Plan, RSUs that contain both post-combination service-based and performance-based vesting conditions (Acquisition PRSUs) to eligible existing or future employees, subject to a maximum total number of approximately 1.7 million shares. The post-combination service-based vesting condition for these Acquisition 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 contingent on the achievement of certain performance metric over the twelve-month period ending January 31, 2027. Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied. The ultimate number of Acquisition PRSUs eligible to vest is determined based on the actual achievement of the performance metric, which takes into account certain factors including the Company’s stock price and market capitalization.

Once granted, Acquisition PRSUs are initially liability-classified and recorded in other liabilities on the Company’s consolidated balance sheets, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of shares. Subsequently, these awards are remeasured to the fair value at each reporting date until the number of Acquisition PRSUs eligible to vest is fixed, at which time these awards will be reclassified to equity. Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition, using an accelerated attribution method over the requisite service period, with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date. As of January 31, 2025 and 2024, the liabilities associated with these Acquisition PRSUs were $11.1 million and $0.5 million, respectively. The Company recognized stock-based compensation of $10.6 million and $0.5 million associated with these Acquisition PRSUs for the fiscal years ended January 31, 2025 and 2024, respectively.


	Outside of the Plans
		Number of Shares (in thousands)	Weighted-Average Grant-Date Fair Value per Share





Unvested Balance—January 31, 2022		380	$	2.11

Granted		409	$	229.13
Vested		(361)	$	2.10

Unvested Balance—January 31, 2023		428	$	219.26
Granted		385	$	194.28
Vested		(142)	$	199.28
Unvested Balance—January 31, 2024		671	$	209.15
Granted		445	$	162.15
Vested		(219)	$	213.81
Forfeited		(76)	$	226.91
Unvested Balance—January 31, 2025		821	$	180.82

During the fiscal year ended January 31, 2025, in connection with the Datavolo business combination, the Company issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $64.6 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. As of January 31, 2025, all 0.4 million shares remained unvested.

During the fiscal year ended January 31, 2024, in connection with the Samooha business combination, the Company issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $74.8 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. As of January 31, 2025 and 2024, 0.3 million and 0.4 million shares remained unvested, respectively.

During the fiscal year ended January 31, 2023, 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 is accounted for as post-combination stock-based compensation over the requisite service period of three years. As of January 31, 2025 and 2024, 0.1 million and 0.3 million shares remained unvested, respectively.

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. The expected term for ESPP Rights approximates the offering period.

Expected volatility—In fiscal 2023 and 2024, the Company used 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. During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption.

Expected volatility—In fiscal 2024, expected volatility was estimated based on the historical volatility of the Company’s Class A common stock. During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption.


	Fiscal Year Ended January 31,
		2025		2024		2023

Cost of revenue		$	142,163	$	123,363	$	106,302
Sales and marketing		331,807		299,657		246,811
Research and development		852,027		644,928		407,524
General and administrative		153,317		100,067		100,896
Stock-based compensation, net of amounts capitalized		1,479,314		1,168,015		861,533
Capitalized stock-based compensation		38,493		48,830		29,417
Total stock-based compensation		$	1,517,807	$	1,216,845	$	890,950