v3.26.1
Business Combination
 6 Months Ended
Jul. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On May 27, 2026, the Company acquired 100% of the outstanding equity interests of Eigen Inc. (“StackAI”), a privately-held artificial intelligence company that offers a no-code automation platform, for aggregate cash consideration of $74.6 million. The Company paid $18.4 million of the consideration to an escrow account held by a third party for post-closing indemnification obligations. The acquisition is expected to help accelerate the Company’s broader AI platform strategy.
The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date, with the remaining balance allocated to goodwill. The preliminary allocation of purchase consideration was as follows (in thousands):
Fair Value of Assets Acquired and Liabilities AssumedAmount
Cash$3,010 
Current assets1,071 
Intangible assets18,200 
Current liabilities(1,973)
Deferred tax liability
(2,327)
Total identifiable net assets
17,981 
Goodwill
56,645 
Total purchase consideration
$74,626 
Goodwill represents the excess of the purchase consideration over the fair value of the identifiable net assets acquired. The goodwill is primarily attributed to the expected operational synergies, assembled workforce, and other intangible benefits that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.
The following table sets forth the component of identifiable intangible assets acquired and their estimated useful lives as of the date of the acquisition (in thousands):
Estimated Fair ValueExpected Useful Life (in years)
Developed technology$9,500 5
Customer relationships7,400 7
Trade names and trademark1,300 5
Total$18,200 
The fair value of the developed technology and trade names and trademark assets were estimated using the relief-from-royalty method, which utilizes assumptions including revenue growth rates, future expected cash flows, royalty rates and technology obsolescence curves. The fair value of the customer relationship asset was estimated using the multi-period excess earnings method, which utilizes assumptions including revenue growth rates, attrition rates and future expected cash flows.
In connection with the acquisition, the Company granted equity awards to certain employees of the acquired company. These awards consist of 4.5 million restricted stock unit awards (“RSUs”) and 3.0 million performance-based restricted stock unit awards (“PSUs”). Additional PSUs equal to approximately $20.0 million are expected to be granted to StackAI employees approximately one-year from the acquisition date, subject to continued employment with the Company and the achievement of certain performance targets. The awards will vest over a period of two years after the grant date. As the awards are contingent upon future service, they are accounted for as post-combination stock-based compensation expense in accordance with ASC 718 and are not included as part of the purchase consideration for the acquisition under ASC 805.
The Company incurred acquisition-related costs of $1.4 million and $1.9 million for the three and six months ended July 31, 2026 in connection with this acquisition. No acquisition-related costs were incurred during the three and six months ended July 31, 2025. These expenses are included in general and administrative expenses on the Company’s condensed consolidated statement of operations.
The results of StackAI were included in our consolidated financial statements from the date of acquisition. For the period from May 27, 2026 through July 31, 2026, StackAI contributed an immaterial amount of revenue and loss before taxes. Pro forma financial information has not been presented because the effects of the acquisition were not material to the Company’s condensed consolidated financial statements.