v3.26.1
Equity Incentive Plans
3 Months Ended
Apr. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans
10.
Equity Incentive Plans

The Company has granted stock-based awards under its 2015 Stock Plan and 2024 Incentive Award Plan. The Company stopped granting new stock-based awards under its 2015 Stock Plan on the date of its IPO. Pursuant to the terms of the 2024 Incentive Award Plan, additional shares of Class A 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 April 30, 2026, there were 12,795,710 and 24,040,689 shares of common stock authorized and reserved for issuance under the 2015 Stock Plan and 2024 Incentive Award Plan, respectively.

As of April 30, 2026, there were 20,471,929 shares of common stock available for future issuance under the 2024 Incentive Award Plan.

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 April 30, 2026, there were 4,367,264 shares authorized under the 2024 ESPP. As of April 30, 2026, the first offering period under the 2024 ESPP had not commenced.

In connection with the Conduit acquisition, the Company assumed the Conduit Tech, Inc. 2022 Stock Plan (the “Conduit Plan”) and each RSU outstanding under the Conduit Plan that was held by an employee of Conduit immediately following the acquisition of Conduit (each, a “Conduit RSU”). Each Conduit RSU was converted into an RSU of the Company to acquire shares of the Company’s Class A common stock on the same terms and conditions as the Conduit RSUs, including with respect to the time-based vesting conditions. As of April 30, 2026, there were 22,111 shares of Class A common stock issuable pursuant to the Conduit RSUs under the Conduit Plan. The Company recognized $0.9 million of stock-based compensation expense in the three months ended April 30, 2026 relating to the Conduit RSUs, and unrecognized stock-based compensation expense was $1.8 million as of April 30, 2026.

In addition, there were 52,054 shares of Class A common stock constituting revested Conduit founders’ consideration that will be released from a risk of forfeiture over a three year period, with one-third of the shares released on the first anniversary of the closing, and the remaining shares released in equal amounts every quarter thereafter for the remaining two years. The Company recognized stock-based compensation expense of $0.4 million in the three months ended April 30, 2026 relating to these shares, and unrecognized stock-based compensation expense was $4.3 million as of April 30, 2026.

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 April 30,

 

 

 

2026

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

Platform cost of revenue

 

$

1,620

 

 

$

 

 

$

1,620

 

Professional services and other cost of revenue

 

 

1,473

 

 

 

 

 

 

1,473

 

Sales and marketing

 

 

6,276

 

 

 

 

 

 

6,276

 

Research and development

 

 

19,373

 

 

 

 

 

 

19,373

 

General and administrative

 

 

12,758

 

 

 

13,074

 

 

 

25,832

 

Total stock-based compensation expense

 

$

41,500

 

 

$

13,074

 

 

$

54,574

 

 

 

 

 

Three Months Ended April 30,

 

 

 

2025

 

 

 

Option and RSU
Grants

 

 

Co-Founder RSUs

 

 

Total

 

Platform cost of revenue

 

$

1,224

 

 

$

 

 

$

1,224

 

Professional services and other cost of revenue

 

 

1,218

 

 

 

 

 

 

1,218

 

Sales and marketing

 

 

5,152

 

 

 

 

 

 

5,152

 

Research and development

 

 

11,010

 

 

 

 

 

 

11,010

 

General and administrative

 

 

12,074

 

 

 

13,071

 

 

 

25,145

 

Total stock-based compensation expense

 

$

30,678

 

 

$

13,071

 

 

$

43,749

 

 

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, 2026

 

 

3,764,038

 

 

$

15.29

 

 

4.49

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(138,200

)

 

$

12.57

 

 

 

Cancelled/Forfeited

 

 

(6,959

)

 

$

46.40

 

 

 

Outstanding as of April 30, 2026

 

 

3,618,879

 

 

$

15.33

 

 

4.28

Exercisable as of April 30, 2026

 

 

3,603,915

 

 

$

15.34

 

 

4.28

 

Total unrecognized compensation cost related to stock options with service only vesting conditions as of April 30, 2026 was $0.5 million, which is expected to be recognized over a remaining weighted average period of approximately 0.3 years.

Stock Options with Performance Conditions

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

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Contractual

 

 

Number of

 

 

Exercise

 

 

Life

 

 

Options

 

 

Price

 

 

(years)

Outstanding as of January 31, 2026

 

 

687,797

 

 

$

13.53

 

 

4.97

Granted

 

 

 

 

$

 

 

 

Exercised

 

 

(30,000

)

 

$

14.32

 

 

 

Cancelled/Forfeited

 

 

 

 

$

 

 

 

Outstanding as of April 30, 2026

 

 

657,797

 

 

$

13.49

 

 

4.72

Exercisable as of April 30, 2026

 

 

348,828

 

 

$

13.80

 

 

4.77

 

As of April 30, 2026, 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% having vested one year from the date of the IPO and the remainder vesting monthly thereafter. The awards expire ten years from issuance. Stock-based compensation expense for these stock options was not material in the three months ended April 30, 2026, and unrecognized stock-based compensation expense for these stock options was less than $0.2 million as of April 30, 2026.

As of April 30, 2026, the Company had stock options outstanding to purchase 122,773 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 $0.2 million in stock-based compensation expense for these stock options in the three months ended April 30, 2026, and unrecognized stock-based compensation expense for these stock options was $0.2 million as of April 30, 2026.

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, 2026

 

 

4,766,271

 

 

$

93.98

 

Granted

 

 

1,042,934

 

 

$

72.08

 

Released

 

 

(485,895

)

 

$

83.49

 

Forfeited

 

 

(223,146

)

 

$

92.53

 

Unvested as of April 30, 2026

 

 

5,100,164

 

 

$

90.56

 

 

Total unrecognized stock-based compensation expense related to RSUs with service-only conditions as of April 30, 2026 was $431.3 million, which is expected to be recognized over a remaining weighted average period of approximately 3.0 years.

RSUs with Performance 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, 2026

 

 

7,143,762

 

 

$

42.56

 

Granted

 

 

 

 

$

 

Released

 

 

(132,875

)

 

$

58.97

 

Forfeited

 

 

(1,146

)

 

$

56.78

 

Unvested as of April 30, 2026

 

 

7,009,741

 

 

$

42.24

 

As of April 30, 2026, the Company had 456,597 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. In addition, the Company had 57,645 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, 2026, the Company recognized stock-based compensation expense of $2.8 million related to these RSUs and unrecognized stock-based compensation expense for these RSUs was $8.6 million as of April 30, 2026. These RSUs are to be settled in Class A common stock upon vesting.

As a result of a tender offer that was completed in fiscal 2025, the Company had 11,433 RSUs outstanding as of April 30, 2026 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. During the three months ended April 30, 2026, stock-based compensation expense related to these awards was not material, and unrecognized stock-based compensation expense for these RSUs was not material as of April 30, 2026. 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 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, 2026, the Company recognized stock-based compensation expense of $13.1 million related to the Co-Founder RSUs. Unrecognized stock-based compensation expense for the Co-Founder RSUs was $181.9 million as of April 30, 2026 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, 2026, the weighted average remaining derived service period for the Co-Founder RSUs was 3.6 years. The Co-Founder RSUs are to be settled in Class B common stock upon vesting.