Business Combinations

6 Months Ended

Jul. 31, 2025

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

Business Combinations

Note 4 – Business Combinations

In July 2025, the Company acquired all outstanding stock of Predibase, Inc. (“Predibase”), a developer platform specializing in the operationalization of open-source AI models. The acquisition of Predibase is expected to allow the Company to accelerate agentic AI adoption from pilot to production at scale.

The Company accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $109.1 million, consisting of $14.5 million in cash consideration and $94.6 million issued in shares of the Company's Class A common stock valued at $88.11 per share based on the closing stock price of the Company's Class A common stock on July 18, 2025. The Company also issued 0.5 million shares of restricted stock to certain Predibase employees, including the two founders, with an aggregate fair value of $40.4 million determined based on the closing stock price of the Company's Class A common stock on July 18, 2025. These amounts are subject to vesting and continued employment. The fair value of the restricted stock will be recognized as stock-based compensation expense over the requisite service period of three years.

The Company recorded $11.0 million as an acquired developed technology intangible asset with an estimated useful life of 2 years and $92.9 million of goodwill which is primarily attributed to assembled workforce and expected synergies arising from enhanced efficiency in the integration of Predibase’s technology with the Company’s technology. The goodwill is not deductible for tax purposes. The remaining assets acquired and liabilities assumed on the acquisition date were not material.

Pro forma results of operations for the business combination have not been presented, as they were not material to the Company's unaudited condensed consolidated statements of operations. Acquisition-related costs for the business combination were expensed as incurred within general and administrative expense in the unaudited condensed consolidated statements of operations and were not material.

During the three months ended April 30, 2025, the Company completed an immaterial acquisition for aggregate purchase consideration of $2.0 million and accounted for it as business combination from the date of acquisition. $0.7 million of the purchase consideration was allocated to intangible assets and the remaining $1.3 million to goodwill.

The Company recognized $1.2 million and $0.9 million amortization expense in acquired intangible assets for the three months ended July 31, 2025 and 2024, respectively, and $2.2 million and $1.8 million for the six months ended July 31, 2025 and 2024, respectively. The carrying amount of intangible assets was $15.2 million and $5.7 million as of July 31, 2025 and January 31, 2025, respectively, and are presented within other assets, noncurrent on the unaudited condensed consolidated balance sheets.