v3.25.2
Equity Incentive Plans
6 Months Ended
Jul. 31, 2025
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 Award Plan. Pursuant to the terms of the 2024 Incentive Award Plan, additional shares of common stock may “roll over” to the 2024 Incentive Award Plan in the event of the termination or lapse of stock options outstanding pursuant to the 2015 Stock Plan. As of July 31, 2025, there were 19,384,231 shares of common stock authorized and reserved for issuance under the 2024 Incentive Award Plan.

As of July 31, 2025, there were 16,796,744 shares of common stock available for future issuance under the 2024 Incentive Award 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”) that would allow eligible employees to purchase shares of the Company’s Class A common stock at periodic intervals using accumulated payroll deductions. As of July 31, 2025, there were 3,422,014 shares authorized under the 2024 ESPP. As of July 31, 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 was 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.

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):

 

 

 

Three Months Ended July 31,

 

 

 

2025

 

 

2024

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

 

Option, RSU, and RSA Grants

 

Platform cost of revenue

 

$

1,309

 

 

$

 

 

$

1,309

 

 

$

1,303

 

Professional services and other cost of revenue

 

 

1,199

 

 

 

 

 

 

1,199

 

 

 

1,079

 

Sales and marketing

 

 

6,696

 

 

 

 

 

 

6,696

 

 

 

3,945

 

Research and development

 

 

11,770

 

 

 

 

 

 

11,770

 

 

 

9,543

 

General and administrative

 

 

14,815

 

 

 

13,518

 

 

 

28,333

 

 

 

7,815

 

Total stock-based compensation expense

 

$

35,789

 

 

$

13,518

 

 

$

49,307

 

 

$

23,685

 

 

 

 

 

Six Months Ended July 31,

 

 

 

2025

 

 

2024

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

 

Option, RSU, and RSA Grants

 

Platform cost of revenue

 

$

2,533

 

 

$

 

 

$

2,533

 

 

$

2,382

 

Professional services and other cost of revenue

 

 

2,417

 

 

 

 

 

 

2,417

 

 

 

1,901

 

Sales and marketing

 

 

11,848

 

 

 

 

 

 

11,848

 

 

 

7,413

 

Research and development

 

 

22,780

 

 

 

 

 

 

22,780

 

 

 

16,999

 

General and administrative

 

 

26,889

 

 

 

26,589

 

 

 

53,478

 

 

 

14,929

 

Total stock-based compensation expense

 

$

66,467

 

 

$

26,589

 

 

$

93,056

 

 

$

43,624

 

 

Stock Options with Service-Only Conditions

Activity for stock options that contain service only vesting conditions was as follows:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Contractual

 

 

Number of

 

 

Exercise

 

 

Life

 

 

Options

 

 

Price

 

 

(years)

Outstanding as of January 31, 2025

 

 

5,806,607

 

 

$

14.67

 

 

5.10

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(1,376,744

)

 

$

13.17

 

 

 

Cancelled/Forfeited

 

 

(9,975

)

 

$

36.21

 

 

 

Outstanding as of July 31, 2025

 

 

4,419,888

 

 

$

15.09

 

 

4.78

Exercisable as of July 31, 2025

 

 

4,306,368

 

 

$

15.09

 

 

4.76

 

Total unrecognized compensation cost related to stock options with service only vesting conditions as of July 31, 2025 was $5.1 million, which is expected to be recognized over a remaining weighted average period of approximately 0.7 years.

Stock Options with Performance Conditions

Stock option activity for awards with performance or market vesting conditions consisted of the following:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Contractual

 

 

Number of

 

 

Exercise

 

 

Life

 

 

Options

 

 

Price

 

 

(years)

Outstanding as of January 31, 2025

 

 

800,248

 

 

$

13.64

 

 

5.92

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(20,760

)

 

$

14.32

 

 

 

Cancelled/Forfeited

 

 

 

 

$

 

 

 

Outstanding as of July 31, 2025

 

 

779,488

 

 

$

13.62

 

 

5.34

 

 

As of July 31, 2025, the Co-founders held options to purchase 340,676 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 less than $0.1 million and $0.1 million of stock-based compensation expense in the three and six months ended July 31, 2025, respectively, and unrecognized stock-based compensation expense for these stock options was $0.3 million as of July 31, 2025.

As of July 31, 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 $0.6 million and $0.9 million in the three and six months ended July 31, 2025, respectively, and unrecognized stock-based compensation expense for these stock options was $1.0 million as of July 31, 2025.

As of July 31, 2025, the Company had 310,125 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 and six months ended July 31, 2025, the Company recognized stock-based compensation expense associated with these stock options of $2.5 million and $3.5 million, respectively. Based on the Company’s actual revenue recognized during the trailing 12-month period, the audit committee of the board of directors certified that the revenue target performance condition related to these stock options was determined to be met as of July 31, 2025 and, as a result, there was no remaining unrecognized stock-based compensation expense for these stock options as of July 31, 2025.

RSUs with Service-Only Conditions

RSUs subject to service-only vesting condition requirements consisted of the following:

 

 

 

Restricted
Stock
Units

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Unvested as of January 31, 2025

 

 

4,142,583

 

 

$

66.31

 

Granted

 

 

2,588,624

 

 

$

119.78

 

Released

 

 

(938,957

)

 

$

66.12

 

Forfeited

 

 

(503,371

)

 

$

81.68

 

Unvested as of July 31, 2025

 

 

5,288,879

 

 

$

90.17

 

 

Total unrecognized stock-based compensation expense related to RSUs with service-only conditions as of July 31, 2025 was $445.7 million which is expected to be recognized over a remaining weighted average period of approximately 3.3 years.

RSUs with Performance Conditions or Market Conditions

RSU activity for awards with performance or market vesting conditions consisted of the following:

 

 

 

Restricted
Stock
Units

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Unvested as of January 31, 2025

 

 

7,934,292

 

 

$

44.03

 

Granted

 

 

 

 

$

 

Released

 

 

(446,123

)

 

$

58.05

 

Forfeited

 

 

(123,727

)

 

$

52.00

 

Unvested as of July 31, 2025

 

 

7,364,442

 

 

$

43.05

 

 

As of July 31, 2025, the Company had 16,813 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 and six months ended July 31, 2025, the Company recognized a credit to stock-based compensation expense related to these awards of $0.8 million and $0.7 million, respectively, primarily attributable to forfeitures resulting from employee terminations and the accounting impact of modifications to certain equity awards. Based on the Company’s actual revenue recognized during the trailing 12-month period, the audit committee of the board of directors certified that the revenue target performance condition related to these RSUs was determined to be met as of July 31, 2025 and, as a result, there was no remaining unrecognized stock-based compensation expense for these RSUs as of July 31, 2025. These RSUs were settled in Class A common stock upon vesting.

As of July 31, 2025, the Company had 731,249 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 and six months ended July 31, 2025, the Company recognized stock-based compensation expense of $3.4 million and $9.8 million, respectively, related to these awards and unrecognized stock-based compensation expense for these RSUs was $20.3 million as of July 31, 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 47,987 RSUs outstanding as of July 31, 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 and six months ended July 31, 2025, the Company recognized stock-based compensation expense of $0.2 million and $0.4 million, respectively, related to these awards and unrecognized stock-based compensation expense for these RSUs was $0.3 million as of July 31, 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 and six months ended July 31, 2025, the Company recognized stock-based compensation expense of $13.5 million and $26.6 million, respectively, related to these awards. Unrecognized stock-based

compensation expense for these RSUs was $222.0 million as of July 31, 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 July 31, 2025, the weighted average remaining derived service period for these RSUs was 4.3 years. These RSUs are to be settled in Class B common stock upon vesting.