Equity Incentive Plans |
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Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plans | 10. Equity Incentive Plans The Company has granted stock-based awards under a 2015 Stock Plan. In fiscal 2025, the Company established the 2024 Incentive Stock Plan. Pursuant to the terms of the 2024 Incentive Stock Plan, additional shares of common stock may “roll over” to the 2024 Incentive Stock Plan in the event of the termination or lapse of stock options outstanding pursuant to the 2015 Stock Plan. As of April 30, 2025, there were 19,104,061 shares of common stock authorized and reserved for issuance under the 2024 Incentive Stock Plan. As of April 30, 2025, there were 18,666,436 shares of common stock available for future issuance under the 2024 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of stock options. Additionally, the Company adopted an employee stock purchase program in fiscal 2025 (the “2024 ESPP”) which allows eligible employees to purchase shares of our Class A common stock at periodic intervals using accumulated payroll deductions. As of April 30, 2025, there were 3,164,606 shares authorized under the 2024 ESPP. As of April 30, 2025, the first offering period under the 2024 ESPP had not commenced. Fiscal 2025 Tender Offer The Company presented a tender offer to employees who held stock options with exercise prices of $63.55 and above whereby the employees could exchange the options for restricted stock units (“RSUs”) at a ratio of one RSU for every two stock options. The tender offer window closed on May 15, 2024. As a result, 207,784 stock options with service-only vesting conditions were cancelled and exchanged for 103,888 RSUs. The replacement RSUs vest upon the satisfaction of both a performance and service condition, where the performance condition was satisfied upon the effectiveness of the IPO and the service condition is satisfied over a period of approximately two years from June 15, 2024, subject to the employee continuing to provide service to the Company through the date that is two weeks following the expiration of the restrictions on sales of common stock following the IPO, which is expected to be approximately June 24, 2025 (the “RSU Release Date”). The exchange was accounted for as a modification and resulted in an incremental stock-based compensation charge of $1.3 million upon the effectiveness of the IPO in fiscal 2025 and $0.9 million to be recognized ratably over the remaining requisite service period ending June 15, 2026. In addition, as part of the fiscal 2025 tender offer, 36,000 stock options with revenue performance vesting conditions and an exercise price of $63.55 were exchanged for 18,000 RSUs and retained the same revenue performance condition, resulting in an incremental stock-based compensation charge of $0.2 million at the time of the close of the tender offer and $0.2 million to be recognized ratably through October 31, 2025, assuming achievement of the performance condition remains probable. Stock-based Compensation The stock-based compensation expense by line item in the unaudited condensed consolidated statements of operations is summarized as follows (in thousands):
Stock Options with Service-Only Conditions Activity for stock options that contain service only vesting conditions was as follows:
Total unrecognized compensation cost related to stock options with service only vesting conditions as of April 30, 2025 was $7.5 million, which is expected to be recognized over a remaining weighted average period of approximately 0.9 years. Stock Options with Performance Conditions Stock option activity for awards with performance or market vesting conditions consisted of the following:
As of April 30, 2025, the Company had 340,676 stock options outstanding held by the Co-Founders to purchase shares of Class B common stock that vest upon the satisfaction of both a service and performance condition. The performance condition was satisfied upon the effectiveness of the IPO in fiscal 2025 and the service condition will be satisfied over a four-year period commencing on the IPO date with 25% vesting one year from the date of the IPO and the remainder vesting monthly thereafter. The awards expire ten years from issuance. The Company recognized $0.1 million of stock-based compensation expense in the three months ended April 30, 2025 and unrecognized stock-based compensation expense for these stock options was $0.4 million as of April 30, 2025. As of April 30, 2025, the Company had stock options outstanding to purchase 128,687 shares of Class A common stock that vest upon the satisfaction of both a service and performance condition. The performance condition was satisfied upon the effectiveness of the IPO in fiscal 2025 and the service condition will be satisfied over a one-year period commencing one year from the date of the IPO. The awards expire ten years from issuance. The Company recognized $0.3 million in the three months ended April 30, 2025 and unrecognized stock-based compensation expense for these stock options was $1.4 million as of April 30, 2025. Further, as of April 30, 2025, the Company had stock options outstanding to purchase 10,000 shares of Class A common stock that vested upon the satisfaction of a performance condition. The performance condition was satisfied upon the effectiveness of the IPO in fiscal 2025. The award expires ten years from issuance. As of April 30, 2025, the Company had 320,885 stock options outstanding to purchase shares of Class A common stock that cliff vest upon the achievement of a performance condition of either (i) a revenue target, provided that the target is met before the end of fiscal 2026, or (ii) at the discretion of the audit committee of the board of directors of the Company, a trailing 12 month revenue target commensurate with a specified annual recurring revenue threshold, and the employees providing continuous service to the Company through the date the performance condition is met. At the end of fiscal 2024, the Company concluded it was probable that the Company would attain the revenue target in fiscal 2026. For the three months ended April 30, 2025, the Company recognized stock-based compensation expense associated with these stock options of $1.0 million. The remaining $2.0 million will be recognized ratably through October 31, 2025, assuming achievement of the performance condition remains probable. RSUs with Service-Only Conditions RSUs subject to service-only vesting condition requirements consisted of the following:
Total unrecognized stock-based compensation expense related to RSUs with service-only conditions as of April 30, 2025 was $223.5 million which is expected to be recognized over a remaining weighted average period of approximately 2.9 years. RSUs with Performance Conditions or Market Conditions RSU activity for awards with performance or market vesting conditions consisted of the following:
As of April 30, 2025, the Company had 34,813 RSUs outstanding that cliff vest upon the achievement of a performance condition of either (i) a revenue target provided that target is met before the end of fiscal 2026 or (ii) at the discretion of the audit committee of the board of directors, a trailing 12-month revenue target commensurate with a specified annual recurring revenue threshold, and the employees providing continuous service to the Company through the date the performance condition is met. At the end of fiscal 2024, the Company concluded it was probable that the Company would attain the revenue target in fiscal 2026. During the three months ended April 30, 2025, the Company recognized stock-based compensation expense of $0.2 million related to these awards. The remaining $0.4 million will be recognized ratably through October 31, 2025, assuming the performance condition remains probable. These RSUs are to be settled in Class A common stock upon vesting. As of April 30, 2025, the Company had 1,223,188 RSUs outstanding that vest upon the satisfaction of both a performance and service condition, where the performance condition was satisfied upon the effectiveness of the IPO and the service condition is satisfied over a period of approximately four years from the date of grant subject to the employee continuing to provide service to the Company through the RSU Release Date. In addition, the Company had 76,859 RSUs outstanding that vest upon the satisfaction of a performance and a service condition, where the performance condition was satisfied upon the completion of the IPO and the service condition will be satisfied over four quarterly periods commencing approximately one year after the date of the IPO. During the three months ended April 30, 2025, the Company recognized stock-based compensation expense of $6.4 million related to these awards and unrecognized stock-based compensation expense for these RSUs was $28.5 million as of April 30, 2025. These RSUs are to be settled in Class A common stock upon vesting. As a result of the fiscal 2025 tender offer, the Company had 97,388 RSUs outstanding as of April 30, 2025 that vest upon the satisfaction of both a two-year service condition and a performance condition where the performance condition was satisfied upon the effectiveness of the IPO and the service condition is satisfied over a period of approximately two years from the date the tender offer closed, subject to the employee continuing to provide service to the Company through the RSU Release Date. During the three months ended April 30, 2025, the Company recognized stock-based compensation expense of $0.2 million related to these awards and unrecognized stock-based compensation expense for these RSUs was $0.5 million as of April 30, 2025. These RSUs are to be settled in Class A common stock upon vesting. In October 2024, the Company granted each of the Co-Founders an award of 3,241,544 performance-based RSUs (“Co-Founder RSUs”). Each performance-based RSU represents the right to be issued a share of Class B common stock following vesting. The performance-based RSUs vest on or after 180 days following the completion of an initial public offering based on achieving volume weighted-average closing trading prices of the Company’s common stock over a six-month or 90-day period, as applicable, ranging from $140.00 per share to $440.00 per share (the “stock price hurdle”), subject to the Co-Founders being employed as Chief Executive Officer, co-Chief Executive Officer or President as of the vesting date. Any RSUs for which the applicable stock price hurdle has not been achieved on or before October 21, 2034 will automatically be forfeited. The Company’s estimate of the grant date fair value of these RSUs of $263.6 million was estimated using a Monte Carlo simulation model that incorporates the likelihood of achieving the stock price hurdles. The Company commenced recognition of stock-based compensation expense upon completion of the IPO in fiscal 2025 over the estimated weighted-average derived service period of approximately five years. During the three months ended April 30, 2025, the Company recognized stock-based compensation expense of $13.1 million related to these awards. Unrecognized stock-based compensation expense for these RSUs was $235.5 million as of April 30, 2025 and is expected to be recognized over the remaining derived service period for each stock price hurdle tranche, unless the stock price hurdle is achieved prior to the end of derived service period in which case the expense for that stock price hurdle will be accelerated. As of April 30, 2025, the weighted average remaining derived service period for these RSUs was 5.5 years. These RSUs are to be settled in Class B common stock upon vesting. |