Business Combinations

9 Months Ended

Oct. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

Business Combinations

Fiscal 2026

Crunchy Data Solutions, Inc.

On June 6, 2025, the Company acquired all of the outstanding capital stock of Crunchy Data Solutions, Inc. (Crunchy Data), a privately-held company that provides PostgreSQL technology, for $164.5 million in cash. The Company acquired Crunchy Data primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the three months ended October 31, 2025, the Company recorded measurement period adjustments which did not have material impacts on goodwill. The preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

	Estimated Fair Value (in thousands)		Estimated Weighted-Average Useful Life (in years)
Cash	$	221
Accounts receivable	4,323
Developed technology intangible assets	46,000		5
Customer relationships intangible assets	12,000		1.6
Deferred revenue	(12,028)
Other net tangible liabilities	(897)
Deferred tax liabilities, net(1)	(3,405)
Total identifiable net assets	46,214
Goodwill	118,237
Total purchase consideration	$	164,451

________________

(1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible assets were estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve. The acquired intangible assets had a total weighted-average amortization period of 4.3 years.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

Acquisition-related costs, recorded as general and administrative expenses, associated with this business combination were not material during the nine months ended October 31, 2025.

From the date of acquisition through October 31, 2025, revenue attributable to Crunchy Data, included in the Company’s condensed consolidated statements of operations for the three and nine months ended October 31, 2025 was not material. It was impracticable to determine the effect on the Company’s net loss attributable to Crunchy Data as its operation has been integrated into the Company’s ongoing operations since the date of acquisition.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Crunchy Data, as if Crunchy Data had been acquired as of February 1, 2024 (in thousands):

	Pro Forma
	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
	(unaudited)
Revenue	$	1,212,909	$	949,784	$	3,411,623	$	2,661,758
Net loss	$	(291,454)	$	(338,999)	$	(1,035,636)	$	(996,988)

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Crunchy Data to reflect certain business combination effects, including the amortization of the acquired intangible assets, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and Crunchy Data as though this business combination occurred as of February 1, 2024, the beginning of the Company’s fiscal 2025. The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to this business combination, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if this business combination had taken place as of February 1, 2024.

Fiscal 2025

During the nine months ended October 31, 2024, the Company completed acquisitions of two privately-held companies for an aggregate of $19.2 million in cash. The Company has accounted for these transactions as business combinations. In allocating the aggregate purchase consideration, inclusive of measurement period adjustments, based on the estimated fair values, the Company recorded $4.4 million of a customer relationships intangible asset (to be amortized over an estimated useful life of five years), $4.1 million of developed technology intangible assets (to be amortized over estimated useful lives of five years), $3.6 million of net liabilities acquired, $0.6 million of deferred tax liability, and $14.9 million of goodwill, of which $8.3 million is deductible and $6.6 million is not deductible for income tax purposes.

The excess of purchase consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balance associated with these business combinations are primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2025 business combinations were not material during the nine months ended October 31, 2024.

Pro forma financial information for the fiscal 2025 business combinations has not been presented, as the effects of these business combinations were not material to the Company’s condensed consolidated financial statements.