Stockholders’ Deficit

12 Months Ended

Jan. 31, 2025

Equity [Abstract]

Stockholders’ Deficit

Note 10 – Redeemable Convertible Preferred Stock

Immediately prior to the closing of the IPO, all 74,182,559 shares of the Company's redeemable convertible preferred stock outstanding were automatically converted into an equivalent number of shares of Class B common stock on a one-to-one basis, and their carrying value of $714.7 million was reclassified into stockholders' equity. As of January 31, 2025, there were no shares of redeemable convertible preferred stock issued and outstanding.

The authorized, issued and outstanding shares of redeemable convertible preferred stock and liquidation preferences as of January 31, 2024 were as follows (in thousands, except share amounts):

	Authorized Shares	Issued and Outstanding Shares	Liquidation Preference		Carrying Value
Series A	15,255,884	15,255,884	$	10,255	$	10,229
Series B	16,751,780	16,751,780	41,000		40,974
Series C	8,937,037	8,937,037	61,250		61,187
Series D	15,406,551	15,406,551	182,600		182,505
Series E	17,831,307	17,831,307	419,995		419,818
	74,182,559	74,182,559	$	715,100	$	714,713

The holders of shares of Preferred Stock had various rights and preferences.

Dividends

The holders of shares of Preferred Stock were entitled to receive noncumulative dividends at the specified dividend rate of $0.053775 per annum for each share of Series A Preferred Stock (“Series A”), $0.1958 per annum for each share of Series B Preferred Stock (“Series B”), $0.5483 per annum for each share of Series C Preferred Stock (“Series C”), $0.9482 per annum for each share of Series D Preferred Stock (“Series D”), and $1.8843 per annum for each share of Series E Preferred Stock (“Series E”), if and when declared by the Board of the Directors. Dividends to holders of Series A, Series B, Series C, Series D and Series E were to be paid in advance of any distributions on Founders Stock and Common Stock.

No dividends have been declared to date.

Liquidation

In the event of a liquidation event, either voluntary or involuntary, the holders of each series of Preferred Stock would have been entitled to receive on a pari passu basis out of the proceeds of assets of the Company available for distribution the greater of (i) an amount equal to the sum of (a) the original issue price, as follows: $0.6722 per share for each share of Series A, $2.4475 per share for each share of Series B, $6.8535 per share for each share of Series C, $11.8521 per share for each share of Series D, $23.5538 per share for each share of Series E, and (b) declared but unpaid dividends on such share or (ii) the amount per share that would be payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such Liquidation Event.

Redemption

The holders of Preferred Stock had no voluntary rights to redeem their shares. The Preferred Stock had deemed liquidation provisions which required the shares to be redeemed upon a change in control or other deemed liquidation events. Although the Preferred Stock was not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of Preferred Stock were classified outside of stockholders’ deficit on the consolidated balance sheets. The carrying values of the Company’s Preferred Stock had not been accreted to their redemption values as these events were not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values would be made only if and when it becomes probable the preferred shares will become redeemable.

Conversion

Each share of Series A, Series B, Series C, Series D and Series E was convertible into Common Stock at any time at the option of the stockholder by dividing $0.6722, $2.4475, $6.8535, $11.8521 and $23.5538, respectively (the original issue price per share, split adjusted) by the applicable conversion price. The initial conversion price per share for Series A, Series B, Series C, Series D and Series E was $0.6722, $2.4475, $6.8535, $11.8521 and $23.5538, respectively. The conversion price would have been subject to adjustments as set forth in the Company’s amended and restated certificate of incorporation upon the occurrence of certain events, such as stock splits and stock dividends. Each share of Preferred Stock would have been automatically converted into shares of Common Stock immediately upon the earlier of (i) closing of the Company’s sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, with an aggregate offering price to the public of at least $35 million or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock.

Voting

Each holder of shares of Preferred Stock was entitled to voting rights equivalent to the number of shares of Common Stock into which the respective shares were convertible. Certain transactions required the vote of at least a majority of outstanding shares of Series B, 60% of outstanding shares of Series C, a majority of outstanding shares of Series D, a majority of outstanding shares of Series E, or the holders of majority of the shares of outstanding Preferred Stock.

Note 11 – Stockholders’ Deficit

Preferred Stock

In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 20,000,000 shares of undesignated preferred stock with a par value of $0.000025 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock

The Company has two classes of common stock – Class A common stock and Class B common stock. In connection with the IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 1,070,000,000 shares of Class A common stock and 210,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes. Class A and Class B common stock have a par value of $0.000025 per share, and are referred to collectively as common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Any holder’s shares of Class B common stock will convert automatically to Class A common stock, on a one-to-one basis, upon the earliest to occur following the Company's IPO: (i) sale or transfer of such share of Class B common stock, except for permitted transfers as described in the amended and restated certificate of incorporation; (ii) the death or incapacity of the Class B common stockholder (or 180 days following the date of the death or incapacity if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earliest of (a) the date fixed by the Company's board of directors that is no less than 61 days and no more than 180 days following the date on which the outstanding shares of Class B common stock represent less than 5% of the then outstanding shares of Class A and Class B common stock; (b) the last trading day of the fiscal year following the tenth anniversary of the effectiveness of the registration statement in connection with the Company’s IPO; (c) the date fixed by the Company’s board of directors that is no less than 61 days and no more than 180 days following the date that Bipul Sinha is no longer providing services to the Company as an officer, employee, or director; (d) the date fixed by the board of directors that is no less than 61 days and no more than 180 days following the death or incapacity of Mr. Sinha; or (e) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock.

Immediately prior to the closing of the IPO, all 5,400,000 shares of the Company’s convertible founder stock outstanding were automatically converted into an equal number of shares of Class B common stock. As of January 31, 2025, there were no shares of convertible founder stock issued and outstanding.

Equity Incentive Plan

In January 2014, the Company adopted the 2014 Stock Option and Grant Plan, as amended (the “2014 Plan”). The 2014 Plan permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, or RSU awards based on, or related to, shares of the Company’s common stock. The 2014 Plan was terminated in April 2024 in connection with the IPO, but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2024 Equity Incentive Plan (the “2024 Plan”), upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding equity awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2024 Plan.

In March 2024, the Company's board of directors adopted, and in April 2024, the Company's stockholders approved, the 2024 Plan, which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based awards, and other forms of awards to employees, non-employee directors and consultants, and employees and consultants of the Company's affiliates. A total of 46,073,027 shares of the Company’s Class A common stock have been reserved for future issuance under the 2024 Plan in addition to (i) shares underlying outstanding equity awards granted under the 2014 Plan that expire, or are forfeited, cancelled, or reacquired, as described above, and (ii) any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan.

In March 2024, the board of directors adopted, and in April 2024, the stockholders approved, the 2024 Employee Stock Purchase Plan (the “2024 ESPP” or the "ESPP"), which became effective in connection with the Company’s IPO. The 2024 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 4,607,303 shares of the Company’s Class A common stock have been reserved for future issuance under the 2024 ESPP. The number of shares of Class A common stock reserved for issuance under the 2024 ESPP will automatically increase on February 1 of each fiscal year, beginning on February 1, 2025 and ending on and including February 1, 2034, by the lesser of (1) one percent (1%) of the aggregate number of shares of common stock of all classes issued and outstanding on January 31 of the preceding fiscal year, (2) 9,214,605 shares, or (3) a lesser number of shares determined by the Company's board of directors.

The Company has reserved shares of its common stock for future issuance as follows (in thousands):

	January 31,
	2025	2024
Conversion of Preferred Stock	—	74,183
Conversion of Founders Stock	—	5,400
2014 Stock Option and Grant Plan:
Outstanding stock options	9,570	3,185
Outstanding restricted stock units	18,039	50,192
Shares available for further issuance under the 2014 Plan	—	6,255
2024 Equity Incentive Plan:
Outstanding restricted stock units	4,217	—
Shares available for future issuance under the 2024 Plan	57,591	—
2024 Employee Stock Purchase Plan	4,201	—
Total shares of common stock reserved	93,618	139,215

Stock Options

Options issued under the Company’s 2014 Plan and 2024 Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25% vesting after one year and the remainder vesting monthly thereafter in equal installments.

A summary of the stock option activity and related information is as follows:

	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2022	4,693,880	$	5.22	5.9	$	68,795
Granted	178,924	20.87
Exercised	(669,122)	5.70			9,973
Cancelled	(105,648)	8.18
Outstanding as of January 31, 2023	4,098,034	$	5.74	5.0	$	66,017
Granted	—	—
Exercised	(884,012)	3.83			17,771
Cancelled	(29,002)	10.40
Outstanding as of January 31, 2024	3,185,020	$	6.23	4.2	$	71,347
Granted	8,000,000	32.00
Exercised	(1,548,712)	5.50			54,160
Cancelled	(66,174)	18.94
Outstanding as of January 31, 2025	9,570,134	$	27.80	8.2	$	435,133
Vested and exercisable as of January 31, 2025	2,352,521	$	15.02	5.1	$	137,044

The weighted-average grant date fair value of options granted to employees was $14.07 for the fiscal year ended January 31, 2023. There were no options with only a service-based vesting condition granted during each of the fiscal years ended January 31, 2025 and 2024.

The intrinsic value of the options exercised represents the difference between the estimated fair market value of the Company’s common stock on the date of exercise and the exercise price of each option.

The assumptions used in the Black-Scholes option pricing model were as follows:

	Year Ended January 31, 2023
Expected term (in years)	6.0 - 6.0
Expected volatility	58.2% - 83.2%
Risk-free interest rate	2.7% - 3.8%
Dividend yield	—

As of January 31, 2025, there was approximately $90.7 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.

CEO Performance Award

In June 2022, the Company’s board of directors approved the grant of a stock option under the 2014 Plan to the Company's CEO, Mr. Sinha, to purchase up to 8,000,000 of Class B common stock, contingent and effective upon a listing event, which includes the Company's IPO (the “CEO Performance Award” or "the Award"). The CEO Performance Award was granted upon the Company's IPO in April 2024.

The CEO Performance Award consists of 10 tranches that may be earned as specified in the table below, subject to both 1) a service-based condition and 2) the achievement of Target Stock Value prior to the applicable Option Valuation Expiration Date. Stock price measurement will not commence until the expiration of any lock-up period. Target Stock Value with respect to the Award is based on the percentage of the IPO Price and will be achieved on the date when the volume-weighted average price of the Company's Class A common stock over a period of 90 consecutive days equals or exceeds the applicable Target Stock Value. The exercise price per share of the Award is the IPO Price. Each tranche of the Award will vest on the first date following satisfaction of both the service-based condition and the Target Stock Value subject to Mr. Sinha's continued service with the Company. The shares underlying each tranche will satisfy the service-based condition in 20 equal quarterly installments beginning in January 2022 and will expire in 10 years after the grant date.

Tranche	Target Stock Value	Number of Stock Options Eligible to Vest	Option Valuation Expiration Date
1	$42.88	666,667	Fifth anniversary of the Company's IPO
2	$53.76	666,667
3	$64.64	666,667
4	$75.52	666,667
5	$86.40	666,667	Seventh anniversary of the Company's IPO
6	$96.96	666,667
7	$107.84	666,667
8	$118.72	666,667
9	$161.92	1,333,332
10	$242.88	1,333,332

The Company calculated the grant date fair value of the CEO Performance Award based on multiple stock price paths developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model also calculates a derived service period for each of the 10 vesting tranches, which is the measure of the expected time to achieve each Target Stock value under the scenarios where the Target Stock Value is in fact achieved prior to the Option Valuation Expiration Date. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the time to expiration of the options, and expected dividend yield. The weighted-average grant date fair value of the CEO Performance Award was $17.37 per share. The Company will recognize total stock-based compensation expense of $139.0 million over the derived service period of each tranche, which is between 1.2 to 4.5 years, using the accelerated attribution method as long as the CEO satisfies the service-based vesting condition. If the Target Stock Value is met sooner than the derived service period, the Company will adjust its stock-based compensation to reflect the cumulative expense associated with the vested awards. Provided that Mr. Sinha continues to be the Company's CEO, the Company will recognize stock-based compensation expense over the requisite service period, regardless of whether the Target Stock Values are achieved.

Restricted Stock Units

The Company grants service-based condition RSUs, service- and performance-based conditions RSUs, and service-, market-, and performance-based conditions RSUs. RSUs issued under the 2014 Plan typically have an expiry period of seven years from the grant date.

A summary of the RSU activity and related information is as follows:

	Number of RSUs	Weighted-Average Grant Date Fair Value
Outstanding as of January 31, 2022	31,209,565	$	11.31
Granted	11,195,973	19.92
Vested	(54,010)	8.48
Forfeited	(2,641,160)	14.75
Outstanding as of January 31, 2023	39,710,368	13.51
Granted	13,443,534	23.78
Vested	(18,000)	28.66
Forfeited	(2,962,232)	17.17
Unvested as of January 31, 2024	50,173,670	16.09
Vested and not yet released	18,000	28.66
Outstanding as of January 31, 2024	50,191,670	16.09
Granted	13,744,702	37.99
Vested	(38,940,299)	15.22
Forfeited	(2,780,324)	23.73
Unvested as of January 31, 2025	22,215,749	31.30
Vested and not yet released	40,625	11.35
Outstanding as of January 31, 2025	22,256,374	$	31.26

In February 2024, we modified an existing service- performance-, and market-based condition equity award of 1,158,082 RSUs by extending the expiration date from May 2, 2025 to May 2, 2028. The performance-based condition related to the occurrence of a qualifying event was satisfied at the completion of the Company's IPO. The total incremental fair value resulting from the modification was $24.1 million and the total stock-based compensation expense of the equity award of $30.4 million is recorded over the requisite service period. As of January 31, 2025, the Company has recognized all stock-based compensation expense for this equity award.

For the fiscal years ended January 31, 2025, 2024 and 2023, the total grant date fair value of vested RSUs was $592.8 million, $0.5 million and $1.1 million, respectively.

As of January 31, 2025, there was approximately $434.0 million of unrecognized stock-based compensation expense relating to RSUs, which is expected to be recognized over a weighted-average period of 1.9 years.

2024 Employee Stock Purchase Plan

In April 2024, the Company's 2024 ESPP became effective. The 2024 ESPP allows eligible employees to purchase shares of Class A common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. Except for the initial offering period, the 2024 ESPP provides for 24-month offering periods beginning March 21 and September 21 of each year, and each offering period will consist of four six-month purchase periods. The initial offering period began on April 24, 2024, and will end on March 20, 2026.

On each purchase date, eligible employees will purchase Class A common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on the offering date, or (2) the fair market value of the Class A common stock on the purchase date. For the first offering period, which began on April 24, 2024, the fair market value of the Class A common stock on the offering date was $32.00, the price at which the Company's common stock was first sold to the public in the IPO, as specified in the final prospectus filed with the SEC on April 26, 2024, pursuant to Rule 424(b).

The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option-pricing model with the following assumptions:

	Year Ended January 31, 2025
Expected term (in years)	0.4 - 2.0
Expected volatility	56.5% - 71.7%
Risk-free interest rate	3.6% - 5.4%
Dividend yield	—

As of January 31, 2025, there was approximately $11.4 million of unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.9 years.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the Company’s consolidated statements of operations was as follows (in thousands):

	Year Ended January 31,
	2025		2024		2023
Cost of revenue
Subscription	$	49,514	$	45	$	53
Maintenance	3,076		7		34
Other	14,451		11		140
Research and development	297,051		3,590		3,044
Sales and marketing	330,443		1,313		2,399
General and administrative	219,378		749		1,284
Total stock-based compensation expense	$	913,913	$	5,715	$	6,954