Stockholders’ Equity |
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| Stockholders’ Equity | 16. Stockholders’ Equity Common Stock As of June 30, 2026, the Company’s common stock consists of Class A Common Stock and Class B Common Stock, each of which has a par value of $0.00001. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in the following circumstances: (1) upon the written consent of the holders of at least 66.66% of the total number of outstanding shares of Class B Common Stock; (2) if the aggregate number of shares of Class B Common Stock then outstanding comprises less than ten percent (10%) of the total number of shares of Class A Common Stock and Class B Common Stock then outstanding; and (3) upon any transfer to a person that is not a permitted transferee described in the Company’s amended and restated certificate of incorporation. Any dividend declared by the Company must be paid on the Class A Common Stock and the Class B Common Stock pari passu as if they were all stock of the same class. Additionally, upon the liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, holders of Class A Common Stock and Class B Common Stock will be entitled to receive ratably on a per share basis all assets of the Company available for distribution to its stockholders, unless disparate or different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to 10 votes. Preferred Stock The Company’s board of directors has the authority to issue up to 10 million shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, the right to elect directors to and increase or decrease the number of shares of any series. As of June 30, 2026 and 2025, no shares of preferred stock were outstanding. Stock-based Compensation The Company maintains the Atlassian Corporation Amended and Restated 2015 Share Incentive Plan (the “2015 Plan”), and the Atlassian Corporation Amended and Restated 2015 Employee Share Purchase Plan (the “ESPP” and, together with the 2015 Plan, the “Incentive Plans”). At June 30, 2026, the Company had 22,163,095 shares of its common stock available for future issuance under the 2015 Plan. The Company currently does not have common stock outstanding or open offering periods under the ESPP. RSU grants generally vest evenly over four years on a quarterly basis. A summary of RSU activity for fiscal year 2026 is as follows (in thousands except share and per share data):
The weighted-average grant date fair value of RSUs granted in fiscal years 2025 and 2024 was $179.10 and $199.66, respectively. The total intrinsic value of the RSUs vested in fiscal years 2025 and 2024 was $1.5 billion and $950.3 million, respectively. The income tax benefit recognized related to awards vested in fiscal years 2026, 2025 and 2024 were $235.2 million, $335.1 million, and $218.7 million, respectively. As of June 30, 2026, total compensation cost not yet recognized in the consolidated financial statements related to employee and director RSU awards was $2.5 billion, which is expected to be recognized over a weighted-average period of 2.7 years. During fiscal year 2026, the Company granted RSAs for 1,353,312 shares of Class A Common Stock in connection with business combinations. During fiscal year 2025, the Company did not grant any RSAs. As of June 30, 2026 and 2025, there were RSAs for 1,355,510 and 90,083 shares of Class A Common Stock outstanding, respectively. These outstanding RSAs are subject to forfeiture following employee termination. The total aggregate intrinsic value of outstanding RSAs was $105.4 million and $18.3 million as of June 30, 2026 and 2025, respectively. Of the total stock-based compensation expense, costs recognized for awards granted to non-employees were immaterial for all periods presented. Share Repurchase Program In September 2024, the Board of Directors authorized a program to repurchase up to $1.5 billion of the Company’s outstanding Class A Common Stock (the “2024 Repurchase Program”). The 2024 Repurchase Program commenced in April 2025 following completion of the previous repurchase program. The 2024 Repurchase Program was completed in March 2026. In October 2025, the Board of Directors authorized a new program under which the Company may repurchase up to an additional $2.5 billion of the Company’s outstanding Class A Common Stock (the “2025 Repurchase Program.” The 2025 Repurchase Program commenced in March 2026 following completion of the 2024 Repurchase Program. The 2025 Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares. The Company may repurchase shares of Class A Common Stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion and will depend on a variety of factors, including business, economic, and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. During fiscal year 2026, the Company repurchased and subsequently retired approximately 19.1 million shares of its Class A Common Stock for approximately $1.8 billion at an average price per share of $94.31. The 1% excise tax instituted by the Inflation Reduction Act is excluded in the total repurchase cost and average price paid. All repurchases were made in open market transactions. As of June 30, 2026, $1.9 billion of the Company’s Class A Common Stock remained available for repurchase under the 2025 Repurchase Program.
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