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Stockholders’ Deficit
 6 Months Ended
Jul. 31, 2025
Equity [Abstract]  
Stockholders’ Deficit
Note 10 – 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 unaudited condensed 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.
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 restricted stock units (RSUs) 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 1st 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):
July 31,January 31,
20252025
2014 Stock Option and Grant Plan:
Outstanding stock options9,129 9,570 
Outstanding restricted stock units12,530 18,039 
2024 Equity Incentive Plan:
Outstanding restricted stock units9,901 4,217 
Shares available for future issuance under the 2024 Plan61,681 57,591 
2024 Employee Stock Purchase Plan5,603 4,201 
Total shares of common stock reserved98,844 93,618 
Stock Options
Options issued under the Company’s 2014 Plan and 2024 Plan generally are exercisable for periods not to exceed ten years.
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 (in years)		Aggregate
Intrinsic
Value (in
thousands)
Outstanding as of January 31, 20259,570,134 $27.80 8.2$435,133 
Granted— — 
Exercised(437,882)7.10 29,529 
Cancelled(3,647)11.73 
Outstanding as of July 31, 20259,128,605 $28.80 8.0$603,841 
Vested and exercisable as of July 31, 20253,454,279 $23.57 6.8$246,554 
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.
There were no options with only a service-based vesting condition granted during the six months ended July 31, 2025 and 2024. 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 and vests upon the satisfaction of a service condition and achievement of certain stock price targets.
As of July 31, 2025, there was approximately $57.6 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.3 years.
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 and 2024 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
Unvested as of January 31, 202522,215,749 $31.30 
Granted6,801,117 61.91 
Vested(5,246,077)27.57 
Forfeited(1,398,941)33.34 
Unvested as of July 31, 202522,371,848 41.35 
Vested and not yet released59,059 35.77 
Outstanding as of July 31, 202522,430,907 $41.34 
For the six months ended July 31, 2025 and 2024, the total grant date fair value of vested RSUs was $144.6 million and $446.0 million, respectively.
As of July 31, 2025, there was approximately $684.3 million of unrecognized stock-based compensation expense relating to RSUs, which is expected to be recognized over a weighted-average period of 1.8 years.
Restricted stock
The Company issued 0.5 million shares of restricted stock in connection with the Predibase acquisition to certain Predibase employees with an aggregate fair value of $40.4 million determined based on the closing price of $88.11 per share of the Company's Class A common stock on July 18, 2025. These amounts are subject to vesting and continued employment, and will be recognized as stock-based compensation expense over the requisite service period of three years.
As of July 31, 2025, there was approximately $39.9 million of unrecognized stock-based compensation expense relating to the restricted stock.
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:
Three and Six Months Ended July 31,
20252024
Expected term (in years)
0.5 - 2.0
0.4 - 1.9
Expected volatility
59.0% - 64.7%
56.6% - 71.7%
Risk-free interest rate
3.9% - 4.3%
4.8% - 5.4%
Dividend yield——
As of July 31, 2025, there was approximately $7.7 million of unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.8 years.
Stock-Based Compensation Expense
Total stock-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2025202420252024
Cost of revenue
Subscription$4,143 $5,481 $8,111 $40,674 
Maintenance77 284 158 2,743 
Other631 1,281 1,407 12,528 
Research and development24,734 28,325 44,546 252,474 
Sales and marketing29,638 34,255 53,782 274,143 
General and administrative29,234 35,392 53,993 152,786 
Total stock-based compensation expense$88,457 $105,018 $161,997 $735,348