v3.26.1
Stockholders' Equity
6 Months Ended
Jul. 31, 2026
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock
As of July 31, 2026, there were 196 million shares of Class A common stock and 45 million shares of Class B common stock outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 10 votes per share. Each share of Class B common stock can be converted into a share of Class A common stock at any time at the option of the holder.
Share Repurchase Programs
We repurchase shares of our Class A common stock under share repurchase programs authorized by our Board of Directors. Under these programs, we may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means, in accordance with applicable securities laws and other restrictions. The timing and total amount of share repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase programs have no expiration date, may be suspended or discontinued at any time, and do not obligate us to acquire any amount of Class A common stock.
Share repurchase programs authorized by our Board of Directors that were in effect during the three and six months ended July 31, 2026, and 2025, were as follows (in millions):
Authorization Date
Amount Authorized
Authorization Completion Date
August 2024
1,000 
Q3 fiscal 2026
May 2025
1,000 Q4 fiscal 2026
September 20254,000 Q2 fiscal 2027
The table below sets forth information regarding repurchase of shares under our share repurchase programs (in millions, except number of shares which are reflected in thousands, and per share data):
Three Months Ended July 31, Six Months Ended July 31,
2026202520262025
Total number of shares repurchased9,783 1,216 21,809 2,506 
Average price paid per share (1)
$133.59 $245.57 $133.29 $236.11 
Amount repurchased (1)
$1,307 $299 $2,907 $592 
(1)Amounts exclude excise tax and commissions.
All repurchases were made in open market transactions. As of July 31, 2026, our share repurchase programs were fully completed with no authorization remaining. In August 2026, our Board of Directors authorized the repurchase of up to an additional $4.0 billion of our outstanding shares of Class A common stock. For further information, see Note 20, Subsequent Event.
Employee Equity Plans
In June 2026, our stockholders approved the amendment and restatement of the 2022 Equity Incentive Plan (the “A&R 2022 Plan”), which increased the total number of shares of common stock reserved for issuance by 20 million. Forfeited shares and shares withheld in connection with the net share settlement of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) are added back to the reserves of the A&R 2022 Plan. As of July 31, 2026, 21 million shares of Class A common stock were available for future grants under the A&R 2022 Plan.
In June 2026, our stockholders approved the amendment and restatement of the 2012 Employee Stock Purchase Plan (“A&R ESPP”), which increased the total number of shares of common stock reserved for issuance by 7 million. Under the A&R ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 1 and December 1, and are exercisable on or about the succeeding November 30 and May 31, respectively. As of July 31, 2026, 8 million shares of Class A common stock were available for issuance under the A&R ESPP.
Restricted Stock Units and Performance-Based Restricted Stock Units
The Stock Plans provide for the issuance of RSUs and PSUs to employees and non-employees. RSUs generally vest over four years. Activity during the six months ended July 31, 2026, was as follows (in thousands, except per share data): 
Number of SharesWeighted-Average Grant Date Fair Value
Outstanding balance as of January 31, 202614,128 $222.83 
Granted - restricted stock units14,761 131.85 
Granted - performance-based restricted stock units (1)
73 128.60 
Vested(3,032)201.21 
Forfeited and canceled (2)
(3,615)203.67 
Outstanding balance as of July 31, 2026
22,315 168.39 
(1)Includes approximately 73 thousand PSUs granted to executives. The PSUs are subject to vesting based on the achievement of annual performance-based conditions determined at the beginning of each fiscal year. The PSUs will vest at the end of a two or three-year service period, with the number of shares vesting ranging from 0% to 150% of the target, based on the average attainment of the annual performance conditions.
(2)Includes shares withheld in connection with the net share settlement of RSUs and PSUs.
As of July 31, 2026, there was a total of $3.2 billion in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs and PSUs, which is expected to be recognized over a weighted-average period of approximately three years.
Market-Based Restricted Stock Units
In the first quarter of fiscal 2027, 0.5 million shares of market-based RSUs were granted to Mr. Bhusri in connection with his appointment as CEO that vest based on appreciation of the price of our Class A common stock over a multi-year period and upon continued service (“PVU Award”). We estimated the fair value of the PVU Award on the grant date using the Monte Carlo simulation model with the following assumptions: (i) expected volatility of 40%, (ii) risk-free interest rate of 3.72%, and (iii) total performance period of five years. The weighted-average grant date fair value of the PVU Award was $107.22 per share. We recognize expense for the PVU Award over the requisite service period of five years using the accelerated attribution method. Provided that the requisite service is rendered, the total fair value of the PVU Award at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria.
As of July 31, 2026, there was a total of $48 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately five years.