Redeemable Convertible Preferred Stock | Note 9 – 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 July 31, 2024, there were no shares of redeemable convertible preferred stock issued and outstanding. 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 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. 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 July 31, 2024, 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. As of July 31, 2024, 36,650,654 shares of Class B common stock granted under the 2014 Plan remain outstanding. 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. As of July 31, 2024, 60,704,198 shares were available for future issuance under the 2024 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, in addition to any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan. Stock Options Options issued under the Company's 2014 Plan and 2024 Plan generally are exercisable for periods not to exceed 10 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- Weighted- Aggregate Outstanding as of January 31, 2024 3,185,020 $ 6.23 4.2 $ 71,347 Granted 8,000,000 32.00 Exercised (680,400) 5.46 17,800 Cancelled (18,226) 17.84 Outstanding as of July 31, 2024 10,486,394 $ 25.92 8.3 $ 118,297 Vested and exercisable as of July 31, 2024 2,402,223 $ 5.88 3.4 $ 75,249 There were no options with only a service-based vesting condition granted during the six months ended July 31, 2024 and 2023. 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. As of July 31, 2024, there was approximately $125.7 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.7 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 Outstanding as of January 31, 2024 50,191,670 $ 16.09 Granted 9,701,165 30.64 Vested (32,231,594) 13.84 Forfeited (1,579,800) 21.81 Unvested as of July 31, 2024 26,081,441 $ 23.85 Vested and not yet released 400,811 13.28 Outstanding as of July 31, 2024 26,482,252 $ 23.69 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. For the six months ended July 31, 2024, the Company recognized $20.3 million of stock-based compensation expense for this equity award. For the six months ended July 31, 2024 and 2023, the total grant date fair value of vested RSUs was $446.0 million and zero, respectively. As of July 31, 2024, there was approximately $376.8 million of unrecognized stock-based compensation expense related 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. A total of 4,607,303 shares of Class A common stock were initially reserved for issuance under the 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 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 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). As of July 31, 2024, no shares of the Company's Class A common stock have been purchased under the ESPP. No stock-based compensation expense related to the ESPP was recognized during the three months ended April 30, 2024 as the grant date of the Company’s first ESPP offering was in May 2024. 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, 2024 Expected term (in years) 0.4 - 1.9 Expected volatility 56.6% - 71.7% Risk-free interest rate 4.8% - 5.4% Dividend yield — These assumptions and estimates were determined in accordance with the Company’s stock-based compensation expense policy within Note 2, Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the Company’s Final Prospectus except as follows: • Fair Value of common stock – After the completion of the Company’s IPO, the fair value of each share of the underlying common stock is based on the closing price of our Class A common stock as reported on the New York Stock Exchange on the date of the grant. • Expected term – The ESPP purchase is made every six months during the 24-months offering period and the expected term coincides with the length of each purchase period. As of July 31, 2024, there was approximately $22.5 million of unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 1.1 years. Stock-Based Compensation Expense Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations was as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2024 2023 2024 2023 Cost of revenue Subscription $ 5,481 $ 2 $ 40,674 $ 4 Maintenance 284 — 2,743 — Other 1,281 3 12,528 6 Research and development 28,325 636 252,474 803 Sales and marketing 34,255 563 274,143 762 General and administrative 35,392 — 152,786 57 Total stock-based compensation expense $ 105,018 $ 1,204 $ 735,348 $ 1,632 |