Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management ’ s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2026 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2026 . The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
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During the three months ended January 31, 2026, certain of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Regulation S-K Item 408) for the sale of shares of our common stock, as set forth below, in amounts and prices determined in accordance with a formula set forth in each such plan:
Plans
Name and Title Action Date Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Number of Shares to be Sold Expiration (3)
George Kurtz , President, Chief Executive Officer and Director
Adoption January 16, 2026 X Up to 627,500
Earlier of when all shares under the plan are sold and April 30, 2027 .
Michael Sentonas , President
Modification January 16, 2026 X Up to 100,000 (4)
Earlier of when all shares under the plan are sold and January 16, 2027 .
Anurag Saha , Chief Accounting Officer
Modification January 16, 2026 X Up to 9,016 (5)
Earlier of when all shares under the plan are sold and June 30, 2026 .
(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(3) Each as subject to further early termination for certain specified events as set forth therein.
(4) Mr. Sentonas’ previously adopted 10b5-1 Plan was entered into on June 24, 2025. The modified 10b5-1 Plan, including sales that have occurred to date under the original plan, provides for the sale of an aggregate of up to 100,000 shares of Class A common stock.
(5) Mr. Saha’s previously adopted 10b5-1 Plan was entered into on March 24, 2025. The modified 10b5-1 Plan, including sales that have occurred to date under the original plan, provides for the sale of an aggregate of up to 9,016 shares of Class A common stock.
No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all of our employees, executive officers and directors. The full text of the Code of Conduct is available on our website at ir.crowdstrike.com. The nominating and corporate governance committee of our board of directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website, as required by applicable law or the listing standards of The Nasdaq Global Select Market.
Certain information required by this Item with respect to our executive officers is set forth under Item 1 of Part I of this Annual Report on Form 10-K under the section entitled “Information about our Executive Officers.”
The information otherwise required by this Item will be included in our definitive proxy statement for our 2026 annual meeting of stockholders (the “2026 Proxy Statement”), which will be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2026, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
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As discussed in Note 1 and Note 16 of the Notes to the Consolidated Financial Statements included in this report, the Consolidated Financial Statements were revised for the fiscal years ended January 31, 2025 and January 31, 2024, and the unaudited interim periods within such years, to correct for an immaterial error related to the timing of recognition of stock-based compensation expense in prior periods associated with certain awards granted in the fiscal years ended January 31, 2023 and January 31, 2022. The revision required a recovery analysis of incentive-based executive compensation under the CrowdStrike Holdings, Inc. Compensation Recovery Policy filed as Exhibit 97.1 to this report. The Company determined that the revision had no recovery impact with respect to such incentive-based compensation because the immaterial error did not result in any current or former executive officer receiving excess compensation relative to what would have been earned by such executive officer had the financial results been properly reported.
Except as disclosed herein, the information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to our 2026 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the consolidated financial statements or the notes to those consolidated financial statements.
(a)(3) Exhibits
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
8-K 001-38933 3.1 June 14, 2019
3.2
Amended and Restated Bylaws of the Registrant, as currently in effect.
10-Q 001-38933 3.2 November 27, 2024
3.3
Certificate of Retirement of Class B common stock.
8-K 001-38933 3.1 December 13, 2024
4.1
Amended and Restated Stockholders Agreement among the Registrant and certain holders of its capital stock, dated as of June 21, 2018, as amended on September 25, 2018 and April 17, 2019.
S-1 333-231461 4.1 May 14, 2019
4.2
Amended and Restated Registration Rights Agreement among the Registrant and certain holders of its capital stock, dated as of June 21, 2018.
S-1 333-231461 4.2 May 14, 2019
4.3
Class A common stock certificate of the Registrant.
S-1/A 333-231461 4.3 May 29, 2019
4.4
Description of Registrant’s securities.
10-K 001-38933 4.4 March 10, 2025
4.5
Indenture dated as of January 20, 2021, between CrowdStrike Holdings, Inc. and U.S. Bank National Association, as trustee
8-K 001-38933 4.1 January 20, 2021
4.6
First Supplemental Indenture, dated as of January 20, 2021, between CrowdStrike Holdings, Inc. and U.S. Bank National Association, as trustee
8-K 001-38933 4.2 January 20, 2021
4.7
Form of 3.000% Senior Notes due 2029 (included in Exhibit 4.9)
8-K 001-38933 4.2 January 20, 2021
4.8
Second Supplemental Indenture, dated as of January 10, 2025, by and among CrowdStrike Holdings, Inc., CrowdStrike Financial Services, Inc. and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee
10-K 001-38933 4.8 March 10, 2025
10.1 †
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1 333-231461 10.1 May 14, 2019
10.2 †
2019 Equity Incentive Plan and related form agreement.
S-1/A 333-231461 10.2 May 29, 2019
10.3†
Form of Global Restricted Stock Unit Agreement Outside Directors – Annual Grant under the Company’s 2019 Equity Incentive Plan
10-Q 001-38933 10.1 September 3, 2020
10.4†
Form of Global Restricted Stock Unit Agreement Outside Directors – Initial Grant under the Company’s 2019 Equity Incentive Plan
10-K 001-38933 10.4 March 18, 2021
10.5†
CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan Global Performance Unit Agreement
10-Q 001-38933 10.1 June 3, 2020
10.6†
Amended and Restated 2011 Stock Incentive Plan and related form agreements.
S-1 333-231461 10.4 May 14, 2019
10.7†
Amended and Restated 2019 Employee Stock Purchase Plan and related form agreements.
10-Q 001-38933 10.2 September 1, 2021
10.8†
CrowdStrike Holdings, Inc. Corporate Incentive Plan.
10-Q 001-38933 10.1 June 1, 2023
10.9†
Outside Director Compensation Policy, as amended on June 19, 2025.
10-Q 001-38933 10.1 August 28, 2025
10.10†
Employment Agreement between the Registrant and George Kurtz, dated as of November 18, 2011.
S-1 333-231461 10.6 May 14, 2019
10.11†
Offer Letter between the Registrant and Burt W. Podbere, dated as of August 10, 2015.
S-1 333-231461 10.8 May 14, 2019
10.12
Office Lease Agreement between EQC Capitol Tower Property LLC and CrowdStrike, Inc., dated April 20, 2018.
10-K 001-38933 10.18 March 16, 2022
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10.13
First Amendment to Office Lease Agreement between EQC Capitol Tower Property LLC and CrowdStrike, Inc., dated June 6, 2019.
10-K 001-38933 10.19 March 16, 2022
10.14†
Amended and Restated Performance Unit Agreement with George Kurtz, dated September 1, 2021, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan.
10-Q 001-38933 10.4 September 1, 2021
10.15†
Change in Control and Severance Agreement, dated as of September 1, 2021, by and between CrowdStrike Holdings, Inc. and George Kurtz.
10-Q 001-38933 10.3 September 1, 2021
10.16†
Performance Unit Agreement with Burt Podbere, dated January 12, 2022, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan.
8-K 001-38933 10.1 January 14, 2022
10.17†
Offer Letter between the Registrant and Shawn Henry, dated as of March 4, 2012.
10-Q 001-38933 10.2 June 4, 2021
10.18
Second Amendment to Office Lease between EQC Capitol Tower Property LLC and CrowdStrike, Inc., dated January 19, 2023
10-K 001-38933 10.26 March 9, 2023
10.19†
CrowdStrike, Inc. Deferred Compensation Plan Adoption Agreement, dated May 4, 2023.
10-K 001-38933 10.20 March 7, 2024
10.20†
CrowdStrike, Inc, Deferred Compensation Plan, dated January 1, 2023.
10-K 001-38933 10.21 March 7, 2024
10.21†
Offer Letter between CrowdStrike, Inc. and Michael Sentonas, dated as of March 22, 2021.
10-Q 001-38933 10.1 June 5, 2024
10.22†
Performance Unit Agreement with George Kurtz, dated December 22, 2025, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan.
8-K 001-38933 10.1 December 29, 2025
19.1
Insider Trading Policy
10-K 001-38933 19.1 March 10, 2025
21.1
List of Subsidiaries of the Registrant.
X
22.1
List of Subsidiary Guarantors
X
23.1
Consent of PricewaterhouseCoopers LLC, independent registered public accounting firm.
X
24.1
Power of Attorney (reference is made to the signature page hereto).
X
31.1
Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a14(a) and 15d14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a14(a) and 15d14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Compensation Recovery Policy
10-K 001-38933 97.1 March 7, 2024
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document X
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_______________________________________
† Indicates management contract or compensatory plan, contract or agreement.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the day of March 4, 2026.
CROWDSTRIKE HOLDINGS, INC.
By: /s/ George Kurtz
George Kurtz
President, Chief Executive Officer and Director (Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurtz and Burt W. Podbere, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ George Kurtz President, Chief Executive Officer, and Director (Principal Executive Officer) March 4, 2026
George Kurtz
/s/ Burt W. Podbere Chief Financial Officer (Principal Financial Officer) March 4, 2026
Burt W. Podbere
/s/ Anurag Saha Chief Accounting Officer (Principal Accounting Officer) March 4, 2026
Anurag Saha
/s/ Gerhard Watzinger Chairman of the Board of Directors March 4, 2026
Gerhard Watzinger
/s/ Cary J. Davis Director March 4, 2026
Cary J. Davis
/s/ Denis J. O’Leary
Director March 4, 2026
Denis J. O’Leary
/s/ Godfrey R. Sullivan Director March 4, 2026
Godfrey R. Sullivan
/s/ Johanna Flower Director March 4, 2026
Johanna Flower
/s/ Laura J. Schumacher Director March 4, 2026
Laura J. Schumacher
/s/ Roxanne S. Austin Director March 4, 2026
Roxanne S. Austin
/s/ Sameer K. Gandhi Director March 4, 2026
Sameer K. Gandhi
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