What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-03-18 compared with 2024-03-21 · 290 added, 209 removed, 983 unchanged (34% of the section changed)

5 unchanged sentences

As of January 31, 2025, we had cash, cash equivalents and investments totaling $1.1 billion, which consisted primarily of bank deposits, money market funds, commercial paper, corporate notes and bonds and U.S.

Treasury and government agency securities.

government agency securities.

Interest-earning instruments carry a degree of interest rate risk.

3 unchanged sentences

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

We had no exposure to changes in interest rates from the Notes as of January 31, 2024 since the Notes were extinguished during fiscal 2024.

Additionally, our revolving credit facility, which is undrawn as of January 31, 2025, can be borrowed based on floating interest rate indexes, thus exposing us to potential interest rate fluctuations should we decide to access the facility.

13 unchanged sentences

dollar to other currencies would have a material effect on our operating results.

DocuSign, Inc.| 2024 Form 10-K | 58

Docusign, Inc.

| 2025 Form 10-K | 58

CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Consolidated Balance Sheets as of January 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive I ncome ( Loss ) for the Years Ended January 31, 2024 , 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended January 31, 2025 , 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the Years Ended January 31, 2025 , 2024 and 2023

5 unchanged sentences

Property and Equipment, Net

A cquisitions

Goodwill and Intangible Assets, Net

5 unchanged sentences

Employee Benefit Plan

Geographic Information

Subsequent Events

DocuSign, Inc.| 2024 Form 10-K | 59

Segment and Geogr aph ic Information

Docusign, Inc.

| 2025 Form 10-K | 59

Report of Independent Registered Public Accounting Firm

6 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt effective February 1, 2021.

Basis for Opinions

15 unchanged sentences

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely

DocuSign, Inc.| 2024 Form 10-K | 60

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

Docusign, Inc.

| 2025 Form 10-K | 60

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

19 unchanged sentences

We have served as the Company’s auditor since 2009, which includes periods before the Company became subject to SEC reporting requirements.

DocuSign, Inc.| 2024 Form 10-K | 61

Docusign, Inc.

| 2025 Form 10-K | 61

DOCUSIGN, INC.

CONSOLIDATED BALANCE SHEETS

14 unchanged sentences

Deferred contract acquisition costs—noncurrent 467,201 409,627

Deferred tax assets—noncurrent 840,470 2,031

Other assets—noncurrent 141,803 97,584

5 unchanged sentences

Accrued compensation 227,115 195,266

Convertible senior notes—current — 722,887

Contract liabilities—current 1,455,442 1,320,059

23 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 62

Docusign, Inc.

| 2025 Form 10-K | 62

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

19 unchanged sentences

Income (loss) before provision for income taxes 247,941 93,679 ( 89,881 )

Provision for income taxes 19,699 7,573 3,062

Provision for (benefit from) income taxes ( 819,944 ) 19,699 7,573

Net income (loss) $ 1,067,885 $ 73,980 $ ( 97,454 )

18 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 63

Docusign, Inc.

| 2025 Form 10-K | 63

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

2 unchanged sentences

Balances at January 31, 2022 198,834 $ 20 $ 1,720,013 $ ( 1,532 ) $ ( 4,809 ) $ ( 1,438,189 ) $ 275,503

Cumulative impact of Accounting Standards Update 2020-06 adoption — — ( 86,144 ) — — 12,239 ( 73,905 )

Settlement of convertible senior notes due in 2023 749 — ( 873 ) — — — ( 873 )

Exercise of stock options 868 — 12,678 — — — 12,678

2 unchanged sentences

Employee stock purchase plan 535 — 36,526 — — — 36,526

Charitable donation of common stock 10 — 3,000 — — — 3,000

Repurchases of common stock ( 1,135 ) — — — — ( 63,041 ) ( 63,041 )

Employee stock-based compensation — — 560,415 — — — 560,415

2 unchanged sentences

Balances at January 31, 2023 201,904 20 2,240,732 ( 1,785 ) ( 22,996 ) ( 1,598,684 ) 617,287

Settlement of convertible senior notes due in 2024 — — 104 — — — 104

Exercise of stock options 840 — 13,991 — — — 13,991

3 unchanged sentences

Repurchases of common stock ( 3,058 ) — — — — ( 145,515 ) ( 145,515 )

Settlement of capped calls, net of related costs — — 23,688 — — — 23,688

Employee stock-based compensation — — 651,947 — — — 651,947

Net loss — — — — — ( 97,454 ) ( 97,454 )

Other comprehensive loss, net — — — — ( 18,187 ) — ( 18,187 )

Net income — — — — — 73,980 73,980

Other comprehensive income, net — — — — 3,636 — 3,636

Balances at January 31, 2024 205,326 $ 21 $ 2,821,461 $ ( 2,164 ) $ ( 19,360 ) $ ( 1,670,219 ) $ 1,129,739

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 64

Docusign, Inc.

| 2025 Form 10-K | 64

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss)

Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss

Accumulated Deficit Total Stockholders’ Equity

1 unchanged sentence

Balances at January 31, 2024 205,326 21 2,821,461 ( 2,164 ) ( 19,360 ) ( 1,670,219 ) 1,129,739

Settlement of convertible senior notes due in 2024 — — 104 — — — 104

Exercise of stock options 1,301 — 22,705 — — — 22,705

3 unchanged sentences

Repurchases of common stock ( 10,954 ) ( 1 ) — — — ( 684,989 ) ( 684,990 )

Settlement of capped calls, net of related costs — — 23,688 — — — 23,688

Employee stock-based compensation — — 656,874 — — — 656,874

Net income — — — — — 1,067,885 1,067,885

Other comprehensive income, net — — — — 3,636 — 3,636

Other comprehensive loss, net — — — — ( 9,016 ) — ( 9,016 )

Balances at January 31, 2025 202,477 $ 20 $ 3,321,242 $ ( 2,871 ) $ ( 28,376 ) $ ( 1,287,323 ) $ 2,002,692

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 65

Docusign, Inc.

| 2025 Form 10-K | 65

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

25 unchanged sentences

Purchases of marketable securities ( 411,236 ) ( 336,221 ) ( 533,710 )

Sales of marketable securities — — 7,569

Maturities of marketable securities 340,334 473,869 423,917

15 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 66

Docusign, Inc.

| 2025 Form 10-K | 66

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

8 unchanged sentences

Operating lease right-of-use assets exchanged for lease obligations 5,586 3,149 63,086

Excise tax payable on net stock repurchase 1,461 — —

Fair value of shares issued as part of the repayments of convertible senior notes — — 2

The accompanying notes are an integral part of these consolidated financial statements.

DocuSign, Inc.| 2024 Form 10-K | 67

Docusign, Inc.

| 2025 Form 10-K | 67

DOCUSIGN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

We merged with and into Docusign, Inc., a Delaware corporation, in March 2015.

DocuSign offers products that address agreement workflows and digital transformation as part of its agreement management platform, enabling agreements to be signed electronically on a wide variety of devices, from virtually anywhere in the world, securely.

DocuSign’s core product offerings, including the world’s leading electronic signature product , allow organizations to do business faster with less risk and at a lower cost, while providing a better experience for customers.

Docusign solutions bring agreements to life, accelerating and simplifying the process of doing business.

Docusign’s core offerings - our IAM platform, the world’s leading eSignature solution, and CLM solution - allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a better customer experience.

For example, Docusign’s innovative IAM platform automates agreement workflows, uncovers actionable insights, and leverages AI capabilities, which enables organizations to create, commit to, and manage agreements, from virtually anywhere in the world, securely.

Basis of Presentation and Principles of Consolidation

9 unchanged sentences

Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of:

• the fair value of intangible assets acquired in business combinations;

• the average period of benefit associated with deferred contract acquisition costs and fulfillment costs;

• the fair value of certain stock awards issued;

• the f air value of convertible notes;

• the useful life and recoverability of long-lived assets;

15 unchanged sentences

To achieve the core principle of this standard, we apply the following steps:

DocuSign, Inc.| 2024 Form 10-K | 68

Docusign, Inc.

| 2025 Form 10-K | 68

Identification of the contract, or contracts, with the customer

We consider the terms and conditions of the contract and our customary business practices in identifying our contracts under ASC 606.

We consider the terms and conditions of the contract and our customary business practices in identifying our contracts.

We determine we have a contract with a customer when the contract is approved, we can identify each party’s rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the customer has the ability and intent to pay and the contract has commercial substance.

22 unchanged sentences

Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term beginning on the date access to our software platform is provided.

Docusign, Inc.

| 2025 Form 10-K | 69

Professional Services and Other Revenue

5 unchanged sentences

The maintenance and support on the on-premises solutions is a stand-ready obligation to perform this service over the term of the arrangement and, as a result, is accounted for ratably over the term of the arrangement.

DocuSign, Inc.| 2024 Form 10-K | 69

Contracts with Multiple Performance Obligations

20 unchanged sentences

There were no material impairment losses recorded during the periods presented.

Docusign, Inc.

| 2025 Form 10-K | 70

Deferred Contract Fulfillment Costs

3 unchanged sentences

“Subscription” cost of revenue primarily consists of personnel and related costs to support our software platform, amortization expense associated with capitalized internally-developed software and technology-related intangible assets, property and equipment depreciation, allocated overhead expenses, merchant processing fees and server hosting costs.

DocuSign, Inc.| 2024 Form 10-K | 70

“Professional services and other” cost of revenue consists primarily of personnel costs for our professional services delivery team, travel-related costs and allocated overhead.

6 unchanged sentences

The fair value of stock options and ESPP purchase rights is estimated on the date of grant using a Black-Scholes option-pricing model.

The fair value of RSUs is estimated on the date of grant based on the fair value of our underlying common stock.

From time to time, we grant RSUs that also include performance-based or market-based conditions.

The fair value of RSUs, including those granted with a performance condition, is estimated on the date of grant based on the fair value of our underlying common stock.

For RSUs granted with a market condition, we use a Monte Carlo option-pricing model to determine the fair value of the RSUs.

1 unchanged sentence

The amount of compensation expense related to the RSUs granted with a performance condition is determined after assessing the probability of achieving requisite performance criteria.

We recognize compensation expense related to shares issued pursuant to the 2018 ESPP on a straight-line basis over the offering period of six months .

We recognize compensation expense related to shares issued pursuant to our ESPP on a straight-line basis over the offering period of six months .

Compensation expense is recognized net of forfeitures that are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

2 unchanged sentences

In these instances, we record the liability for withholding amounts to be paid by us as treasury stock or as a reduction to additional paid-in capital, and include these payments as a reduction of cash flows from financing activities.

Docusign, Inc.

| 2025 Form 10-K | 71

Restructuring charges

4 unchanged sentences

In addition, deferred tax assets and liabilities are recognized for expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards.

We record a valuation allowance to reduce our deferred tax assets to an amount for which realization is more likely than not.

DocuSign, Inc.| 2024 Form 10-K | 71

We regularly assess the need for a valuation allowance against our deferred tax assets.

In making this assessment, we weigh both positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations, to determine whether it is more likely than not that a deferred tax asset will be realized.

In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

We recognize the tax benefit of an uncertain tax position only if it is more-likely-than-not that, based on the technical merits, the position is sustainable upon examination by the taxing authority.

The tax benefit recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement with the taxing authority.

We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes.

Foreign Currency

13 unchanged sentences

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income per share attributable to common stockholders is computed by giving effect to all potential shares of common stock, including shares underlying our convertible senior notes, unvested stock awards, outstanding stock options, ESPP purchase rights, convertible preferred stock, and warrants to purchase common stock and convertible preferred stock, to the extent they are dilutive.

Diluted net income per share attributable to common stockholders is computed by giving effect to all potential shares of common stock, including, as applicable, shares underlying our convertible senior notes, unvested stock awards, outstanding stock options, ESPP purchase rights, convertible preferred stock, and warrants to purchase common stock and convertible preferred stock, to the extent they are dilutive.

The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable.

1 unchanged sentence

Therefore, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders.

Docusign, Inc.

| 2025 Form 10-K | 72

Cash and Cash Equivalents

8 unchanged sentences

Unrealized gains and losses related to noncredit factors are reflected in “Accumulated other comprehensive loss” on the consolidated balance sheets.

DocuSign, Inc.| 2024 Form 10-K | 72

Strategic Investments

17 unchanged sentences

The following are the hierarchical levels of inputs to measure fair value:

Docusign, Inc.

| 2025 Form 10-K | 73

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

8 unchanged sentences

The carrying values of cash, accounts receivable and accounts payable approximate their respective fair values due to the short period of time to maturity, receipt or payment.

DocuSign, Inc.| 2024 Form 10-K | 73

Accounts Receivable and Credit Losses

1 unchanged sentence

Our accounts receivable are subject to collection risk.

Gross accounts receivable are reduced for this risk by an allowance for doubtful accounts.

Gross accounts receivable are reduced for this risk by an allowance for credit losses.

This allowance is for estimated losses resulting from the inability of our customers to make required payments.

Our allowance for doubtful accounts includes balances that are specifically identified for adequacy based on a regular evaluation of such factors as age of the receivable balance, current economic conditions, credit quality of the customer, and past collection experience.

We also include in our allowance for doubtful accounts an estimate for future credit losses, based on historical experience, which is recorded in the period in which we invoice our customers.

Our allowance for credit losses includes balances that are specifically identified for adequacy based on a regular evaluation of such factors as age of the receivable balance, current economic conditions, credit quality of the customer, and past collection experience.

We also include an allowance for credit losses, based on historical experience, which is recorded in the period in which we invoice our customers.

We do not have any off-balance-sheet credit exposure related to our customers.

We do not typically offer right of refund in our contracts and do not require collateral from our customers.

Changes in the allowance for doubtful accounts were not material in all periods presented.

Changes in the allowance for credit losses were not material in all periods presented.

Property and Equipment

13 unchanged sentences

The lease liability is initially measured as the present value of the remaining lease payments over the lease term.

The discount rate used to determine the present value is our incremental borrowing rate unless the interest rate implicit in the lease is readily determinable.

The discount rate used to determine the present value is our incremental borrowing rate unless the interest rate implicit in

Docusign, Inc.

| 2025 Form 10-K | 74

the lease is readily determinable.

We estimate our incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term.

9 unchanged sentences

We did not have material finance leases for all periods presented.

DocuSign, Inc.| 2024 Form 10-K | 74

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for using the acquisition method of accounting and is not amortized.

5 unchanged sentences

For the purposes of impairment testing, we have determined that we have one operating segment and one reporting unit.

We performed a qualitative assessment for the fiscal year ended January 31, 2024, and concluded that it is more likely than not that the fair value of the reporting unit significantly exceeds its carrying value.

We performed a qualitative assessment for the year ended January 31, 2025, and concluded that it is more likely than not that the fair value of the reporting unit significantly exceeds its carrying value.

There was no impairment of goodwill recorded in the years ended January 31, 2024 and 2023.

5 unchanged sentences

Customer contracts & related relationships 5 - 10 years

(1) Includes certifications, maintenance contracts and related relationships, subscription backlog and tradenames and trademarks

(1) Includes certifications as well as tradenames and trademarks

We evaluate the estimated remaining useful lives of intangible assets and other long-lived assets to assess whether a revision to the remaining periods of amortization is required.

2 unchanged sentences

An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

We recognized an impairment of $ 5.1 million on operating lease right-of-use assets as part of General and administrative expense during the year ended January 31, 2022.

There was no impairment recognized in the other periods presented.

There was no impairment of long-lived assets recognized in all periods presented.

Docusign, Inc.

| 2025 Form 10-K | 75

Software Development and Cloud Computing Arrangement Implementation Costs

8 unchanged sentences

The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill.

DocuSign, Inc.| 2024 Form 10-K | 75

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain.

Management’s estimates of fair value are based upon assumptions, including, in the case of acquired intangible assets, the time and resources required to recreate the assets acquired.

The assumptions are based in part on information obtained from the management of the acquired companies, our assessment of the information, and historical experience.

Our estimates of fair value based upon such assumptions are believed to be reasonable, but are inherently uncertain.

During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date.

6 unchanged sentences

Convertible Debt

Prior to February 1, 2021, we accounted for our convertible debt instruments as separate liability and equity components.

We determined the carrying amount of the liability component as the present value of its cash flows using a discount rate based on comparable convertible transactions for similar companies.

The carrying amount of the equity component representing the conversion option was calculated by deducting the fair value of the liability component from the principal amount of the convertible debt instruments as a whole.

This difference represented a debt discount that was amortized to interest expense over the term of the convertible debt instruments using the effective interest rate method.

The equity component was not remeasured as long as it continued to meet the conditions for equity classification.

The transaction costs incurred related to the issuance of the convertible debt instruments were allocated to the liability and equity components based on their relative initial carrying value of the convertible debt instruments.

Transaction costs attributable to the liability component were being amortized to interest expense over the respective terms of the convertible debt instruments, and transaction costs attributable to the equity component were netted against the equity component of the convertible debt instruments in stockholders’ equity.

Effective February 1, 2021, we account for our convertible debt instruments as a single liability measured at its amortized cost.

We account for our convertible debt instruments as a single liability measured at its amortized cost.

At issuance, the carrying amount is calculated as the proceeds, net of initial purchasers’ discounts and transaction costs.

5 unchanged sentences

Subsequent unwinding of capped calls was recorded as an increase to cash and additional paid-in capital upon settlement.

Docusign, Inc.

| 2025 Form 10-K | 76

Legal Contingencies

2 unchanged sentences

A determination of the amount of the liabilities required, if any, for these contingencies is made after the analysis of each separate matter.

DocuSign, Inc.| 2024 Form 10-K | 76

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

Recently Adopted Accounting Pronouncements

We adopted Accounting Standards Update No.

2023-07, “Segment Reporting (Topic 280):

2 unchanged sentences

All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment.

ASU 2023-07 is effective for the Company’s fiscal year beginning February 1, 2024, and interim periods for the fiscal year beginning February 1, 2025, and should be applied on a retrospective basis to all periods presented.

We are currently evaluating the effect of adopting ASU 2023-07 on our financial statement disclosures.

Refer to Not e 16 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

2 unchanged sentences

We are currently evaluating the effect of adopting ASU 2023-09 on our income tax disclosures.

We have not adopted accounting pronouncements during the year ended January 31, 2024.

In November 2024, the FASB issued Accounting Standards Update 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" (“ASU 2024-03”), which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations.

Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses.

ASU 2024-03 is effective for annual filings for our fiscal year beginning February 1, 2027, and interim filings for the fiscal year beginning February 1, 2028, and can be applied either prospectively or retrospectively.

Early adoption is permitted.

We are currently evaluating the effect of adopting ASU 2024-03 on our financial statements.

Docusign, Inc.

| 2025 Form 10-K | 77

Subscription revenue is recognized over time and accounted for approximately 97 % of our revenue in each of the years ended January 31, 2025, 2024 and 2023.

8 unchanged sentences

Such amounts are generally recognized as revenue over the contractual period.

For the years ended January 31, 2024 , 2023 and 2022, we recognized reve nue of $ 1.2 billion, $ 1.0 billion and $ 773.7 million that was included in the corresponding contract liability balance at the beginning of the periods presented.

For the years ended January 31, 2025 , 2024 and 2023, we recognized reve nue of $ 1.3 billion, $ 1.2 billion and $ 1.0 billion that was included in the corresponding contract liability balance at the beginning of the periods presented.

We receive payments from customers based upon contractual billing schedules.

1 unchanged sentence

Payment terms on invoiced amounts are typically 30 days.

DocuSign, Inc.| 2024 Form 10-K | 77

Docusign, Inc.

| 2025 Form 10-K | 78

Fair Value Measurements

4 unchanged sentences

Money market funds $ 183,885 $ — $ — $ 183,885

Cash equivalents (1)

Commercial paper 43,845 — ( 9 ) 43,836

government agency securities 9,968 — ( 1 ) 9,967

Available-for-sale securities

10 unchanged sentences

Commercial paper 43,845 — ( 9 ) 43,836

government agency securities 9,968 — ( 1 ) 9,967

Available-for-sale securities

1 unchanged sentence

Corporate notes and bonds 299,166 262 ( 670 ) 298,758

Municipal notes and bonds 7,983 — ( 65 ) 7,918

governmental securities 28,752 — ( 66 ) 28,686

4 unchanged sentences

The fair value of our Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs .

DocuSign, Inc.| 2024 Form 10-K | 78

The fair value of our available-for-sale securities as of January 31, 2025, by remaining contractual maturities, were as follows (in thousands):

1 unchanged sentence

Due in one to two years 134,105

Docusign, Inc.

| 2025 Form 10-K | 79

As of January 31, 2025 and 2024, securities in an unrealized loss position were, individually and in aggregate, not material.

6 unchanged sentences

During the year ended January 31, 2023, the value of these investments decreased $ 3.7 million, net.

Convertible Senior Notes

As of January 31, 2024, the 2023 Notes and 2024 Notes had been extinguished.

As of January 31, 2023, we estimated the fair value based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last trading day of the reporting period (Level 2), and the Notes were recorded at face value less unamortized debt discount and transaction costs as “Convertible senior notes—current.” Refer to Note 7 for further information.

(in thousands) January 31, 2023

0.5 % Convertible Senior Notes due in 2023

Aggregate principal amount $ 37,083

Fair value amount 38,981

0.0 % Convertible Senior Notes due in 2024

Aggregate principal amount $ 690,000

Fair value amount 655,666

Property and Equipment, Net

10 unchanged sentences

$ 299,370 $ 245,173

DocuSign, Inc.| 2024 Form 10-K | 79

Depreciation and amortization expenses associated with property and equipment was $ 83.1 million, $ 75.7 million and $ 65.5 million in the years ended January 31, 2025, 2024 and 2023.

1 unchanged sentence

We capitalized $ 114.7 million, $ 95.3 million and $ 66.1 million of internally developed software costs, including $ 38.9 million, $ 30.8 million and $ 19.2 million of capitalized stock-based compensation in the years ended January 31, 2025, 2024 and 2023, respectively.

Docusign, Inc.

| 2025 Form 10-K | 80

Acquisition of DocuSmart, Inc.

On May 31, 2024 (“Acquisition Date”), we acquired 100 % of the outstanding equity interests of DocuSmart, Inc.

(“Lexion”), an AI-powered contract management platform which features intelligent contract repository and agreement workflow automation and reporting.

We are integrating Lexion’s technology and capabilities comprehensively across Docusign solutions, including advanced document understanding for contract reviews, negotiations, insights and analysis, to better enable organizations to create, commit to, and manage agreements.

The results of Lexion’s operations have been included in the accompanying consolidated financial statements since the Acquisition Date.

The acquisition purchase consideration totaled $ 154.0 million and was paid in cash.

We paid $ 17.4 million of the consideration to an escrow account held for 18 months by a third party for post-closing indemnification obligations.

We accounted for the transaction as a business combination using the acquisition method of accounting.

We 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.

Fair values were determined using the replacement cost method.

Excess purchase price consideration was recorded as goodwill and is primarily attributable to the assembled workforce and expanded market opportunities when integrating Lexion’s intelligent contract repository and agreement workflow automation capabilities within Docusign’s IAM platform.

The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10-K.

We continue to collect information with regards to our estimates and assumptions, including potential liabilities, contingencies, and the allocation of the purchase price.

We will record adjustments to the fair value of the net assets acquired, liabilities assumed and goodwill within the measurement period, if necessary.

The following table summarizes preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:

(in thousands)

Cash and cash equivalents $ 10,409

Accounts receivable, net 1,741

Goodwill 102,152

Intangible assets, net 50,200

Contract liabilities — current ( 5,071 )

Deferred tax liability ( 4,661 )

Accrued expenses and other current liabilities ( 750 )

Total purchase consideration $ 154,020

None of the goodwill recognized upon acquisition is deductible for U.S.

federal income tax purposes.

The estimated useful lives of intangible assets, primarily based on the expected period of benefit to us, and fair values of the identifiable intangible assets at Acquisition Date were as follows:

(in thousands, except years) Estimated Fair Value Expected Useful Life

Existing technology $ 29,900 5.0 years

Customer relationships—subscription 20,300 7.0 years

Total intangible assets $ 50,200 5.8 years

Additionally, the purchase agreement provides for $ 19.1 million of deferred compensation for key employees for which post acquisition employment service is required.

The deferred compensation was paid into an escrow account at closing and recorded as prepaid asset that will amortize into compensation expense on a straight-line basis over the three year term of the arrangement.

We granted certain continuing employees and founders of Lexion RSUs with an aggregate grant date fair value of $ 34.8 million that are being accounted for as a post-acquisition compensation expense over the vesting period.

During the year ended January 31, 2025, we incurred acquisition related expenses of $ 4.3 million which are recognized within general and administrative expenses in the consolidated statement of operations.

Docusign, Inc.

| 2025 Form 10-K | 81

The following unaudited pro forma information has been prepared for illustrative purposes only and assumes the acquisition occurred on February 1, 2023.

It includes pro forma adjustments related to the amortization of acquired intangible assets, share-based compensation expense, deferred compensation, and transaction related expenses.

The impact of pro forma adjustments during the year ended January 31, 2025 is not material.

For the purpose of computing the pro forma tax effects of the acquisition, we applied the historical annual effective tax rate for the year ended January 31, 2024 to the combined entity results.

The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on February 1, 2023, or of future results of operations:

Year Ended January 31,

(in thousands) (unaudited) 2024

Net income $ 37,199

Docusign, Inc.

| 2025 Form 10-K | 82

Goodwill and Intangible Assets, Net

3 unchanged sentences

Balance at January 31, 2024 353,138

Additions—Lexion 102,152

Foreign currency translation ( 813 )

21 unchanged sentences

Total $ 85,035

DocuSign, Inc.| 2024 Form 10-K | 80

Docusign, Inc.

| 2025 Form 10-K | 83

Deferred Contract Acquisition and Fulfillment Costs

32 unchanged sentences

The 2024 Notes matured on January 15, 2024.

Conversions of the 2023 Notes

During the year ended January 31, 2022, we settled $ 77.9 million aggregate amount of the principal of 2023 Notes, for aggregate consideration of $ 252.1 million, consisting of $ 77.9 million in cash and 0.7 million shares of our common stock with a value of $ 174.2 million.

The $ 0.9 million excess of the cash consideration over the corresponding carrying value was recorded as a reduction to additional paid-in capital.

DocuSign, Inc.| 2024 10-K | 81

Extinguishment of the 2023 Notes and 2024 Notes

We repaid in cash $ 37.1 million and $ 689.9 million in aggregate principal amount of the 2023 Notes and 2024 Notes respectively during the year ended January 31, 2024.

Net Carrying Amounts of the Liability Components

As of January 31, 2024, the 2023 Notes and 2024 Notes had been extinguished, and all outstanding amounts were repaid in full.

As of January 31, 2023, the 2023 Notes and 2024 Notes were within one year of maturity and were therefore classified as current liabilities in our consolidated balance sheets.

The net carrying amounts of the Notes were as follows:

(in thousands) 2024 2023

2023 Notes (effective interest rate of 5.9 %):

Principal $ 575,000 $ 575,000

extinguishment or conversion ( 575,000 ) ( 537,917 )

Unpaid principal — 37,083

unamortized transaction costs — ( 118 )

Net carrying value of liability component $ — $ 36,965

Excess of if-converted value over principal $ — $ —

2024 Notes (effective interest rate of 3.8 %):

Principal $ 690,000 $ 690,000

extinguishment or conversion ( 690,000 ) —

Unpaid principal — 690,000

unamortized transaction costs — ( 4,078 )

Net carrying value of liability component $ — $ 685,922

Excess of if-converted value over principal $ — $ —

Docusign, Inc.

| 2025 Form 10-K | 84

The effective interest rate on the 2023 Notes was 5.9 %.

The effective interest rate on the 2024 Notes was 3.8 %.

Interest expense recognized related to the Notes was as follows:

7 unchanged sentences

All remaining Capped Calls associated with the 2023 Notes and 2024 Notes expired during the year ended January 31, 2024.

DocuSign, Inc.| 2024 10-K | 82

Impact on Net Income (Loss) Per Share

4 unchanged sentences

Therefore, the Notes would not have caused economic dilution if converted as of January 31, 2024 and 2023.

As of January 31, 2022, the market price of our common stock exceeded the $ 110.00 per share cap price associated with the 2023 Notes but not the $ 525.30 cap price associated with the 2024 notes.

Therefore, the 2023 Notes would have caused economic dilution if converted as of January 31, 2022.

Revolving Credit Facility

6 unchanged sentences

The facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between 0.25 % and 0.30 % per annum on the daily undrawn balance.

Docusign, Inc.

| 2025 Form 10-K | 85

We lease offices under noncancelable operating lease agreements that expire at various dates through the end of July 2034.

1 unchanged sentence

We include a renewal option in the lease terms for calculating our lease liability when we are reasonably certain that we will exercise the renewal option.

Operating lease expense for the fiscal years ended January 31, 2024 , 2023 and 2022 was $ 28.5 million, $ 33.2 million and $ 34.4 million.

Operating lease expense for the years ended January 31, 2025 , 2024 and 2023 was $ 25.6 million, $ 28.5 million and $ 33.2 million.

Future lease payments under operating leases as of January 31, 2025, were as follows:

8 unchanged sentences

The discount rates for operating leases as of January 31, 2025 and 2024 were 4.8 % and 4.7 %.

DocuSign, Inc.| 2024 10-K | 83

Commitments and Contingencies

As of January 31, 2024, we had unused letters of credit outstanding totaling $ 2.4 million, the majority of which are associated with our various operating leases.

We have entered into certain noncancelable contractual arrangements that require future purchases of goods and services.

4 unchanged sentences

2026 $ 38,504

Thereafter 484

Total $ 74,006

In May 2022, we entered into an agreement with a public cloud computing service provider.

Under the agreement, the minimum commitment is $ 175.0 million through fiscal 2028.

As of January 31, 2024, the remaining commitment, which is excluded from the table above, was $ 123.0 million.

We entered into agreements, which include minimum commitments, with public cloud computing service providers.

As of January 31, 2025, our remaining minimum commitments under these agreements are $ 11.1 million through fiscal 2027 and $ 51.8 million through fiscal 2028, which are excluded from the table above.

Docusign, Inc.

| 2025 Form 10-K | 86

Indemnification

9 unchanged sentences

Claims and Litigation

From time to time, we may be subject to legal proceedings, claims and litigation made against us in the ordinary course of business.

From time to time, we may be subject to legal proceedings, claims, investigations or other contingencies in the ordinary course of business.

If we are unsuccessful in defending, or if we determine to settle, any of these matters, we may be required to pay substantial sums, be subject to injunction and/or be required to change how we operate our business, which could have a material adverse impact on our financial position or results of operations.

Legal costs associated with litigation are expensed as incurred.

We believe the final outcome of these matters, including the case described below, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.

Unless otherwise stated, we are unable to reasonably estimate the loss or a range of possible loss for the matters described below.

In certain instances, we may be unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a claim because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim.

We review loss contingencies at least quarterly to determine whether the likelihood of loss has changed and whether we can make a reasonable estimate of the loss or range of loss.

When we determine that a loss from a claim is probable and reasonably estimable, we record a liability for an estimated amount.

We also provide disclosure when we determine it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability.

Because these issues are often subject to substantial uncertainty, the probability of a loss (if any) and/or the estimated amount of a loss are difficult to ascertain.

While it is not feasible to predict the outcome of all proceedings and exposures with certainty, we believe the final outcome of these matters, including the cases described below, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.

Docusign, Inc.

7 unchanged sentences

As amended, the suit is purportedly brought on behalf of purchasers of our securities between June 4, 2020 and June 9, 2022.

Our motion to dismiss the case at the pleading stage was denied by the U.S.

District Court on April 18, 2023 and the suit is now proceeding.

DocuSign, Inc.| 2024 10-K | 84

An earlier action alleging similar claims against the same defendants, captioned Collins v.

DocuSign, Inc., et al., Case No.

3:22-cv-00851, filed in the Eastern District of New York and subsequently transferred to the Northern District of California, was voluntarily dismissed on February 14, 2022.

Five putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action (Weston).

Our motion to dismiss was denied by the U.S.

District Court on April 18, 2023 and we have continued to defend the case since that time.

Eight putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action.

The cases were filed on May 17, 2022, in the U.S.

14 unchanged sentences

3:22-cv-05343;

and on March 7, 2024 in the Delaware Court of Chancery, captioned Roy v.

on March 7, 2024 in the Delaware Court of Chancery, captioned Roy v.

Alhadeff, et al., Case No.

2024-0223-JTL.

2024-0223-PAF;

on April 9, 2024, in the U.S.

District Court for the Northern District of California, captioned Alexander v.

Springer, et al., Case No.

3:24-cv-02139;

on April 11, 2024, in the Delaware Court of Chancery, captioned Ingrao v.

Beer, et al., Case No.

2024-0382-PAF;

and on May 28, 2024, in the Delaware Court of Chancery, captioned Jordan v.

Springer, et al., Case No.

2024-0564-PAF.

Each case is allegedly brought on the Company’s behalf.

The suits name the Company as a nominal defendant and, depending on the particular case, the members of our board of directors or, in certain instances, then-current or former officers, as defendants.

While the complaints vary, they are based largely on the same underlying allegations as the securities class action suit described above (Weston), as well as, in certain instances, alleged insider trading.

While the complaints vary, they are based largely on the same underlying allegations as the securities class action suit described above, as well

Docusign, Inc.

| 2025 Form 10-K | 87

as, in certain instances, alleged insider trading.

Collectively, these lawsuits purport to assert claims for, among other things, breach of fiduciary duty, aiding and abetting such breach, corporate waste, gross mismanagement, unjust enrichment, and under Sections 10(b) and 21D of the Securities Exchange Act of 1934.

The complaints seek to recover unspecified damages and other relief on the Company’s behalf.

By court order dated July 19, 2022, the two cases in the Northern District of California (Lapin and Votto) have been consolidated and stayed in light of the securities class action and no response to the complaints in the action will be due unless and until the stay is lifted.

By court order dated July 19, 2022, the first two cases in the Northern District of California (Lapin and Votto) have been consolidated and stayed in light of the securities class action and no response to the complaints in the action will be due unless and until the stay is lifted.

The third case in the Northern District of California (Fox) was related to the other derivative suits and assigned to the same judge, and was similarly stayed by order of the court on December 2, 2022.

The most recent case in the Northern District of California (Alexander) was also related to the other derivative suits and assigned to the same judge, and subsequently consolidated with Lapin and Votto and stayed by order of the court on May 8, 2024.

The Delaware suit (Pottetti) was voluntarily dismissed on September 1, 2022, and then re-filed in the Delaware Court of Chancery on September 22, 2022, under the caption Pottetti v.

1 unchanged sentence

2022-0852-PAF.

The Delaware Court of Chancery issued an order on September 30, 2022 staying the action in light of the securities class action and no response to the complaint will be due unless and until the stay is lifted.

We anticipate seeking a stay of the newly filed Delaware suit (Roy) on similar terms.

The Delaware Court of Chancery issued an order on September 30, 2022 staying the action in light of the securities class action.

On May 28, 2024, plaintiff filed a notice seeking to voluntarily dismiss the Delaware Court of Chancery Pottetti action.

On June 14, 2024, the plaintiff in Pottetti moved to voluntarily dismiss that action and the Court granted the dismissal on June 17, 2024.

On September 30, 2024, the newly filed suits (Roy, Ingrao, and Jordan) were consolidated and stayed in light of the securities class action, such that no response to the complaints would be due unless and until the stay is lifted.

Docusign Civil Litigation

On October 25, 2022, an action was filed in the Delaware Court of Chancery, captioned Daniel D.

Mary Agnes Wilderotter and DocuSign, Inc., Civil Action No.

2022-0963-LWW, concerning Mr.

Springer’s resignation from our board of directors.

Springer’s complaint sought relief determining that he did not resign from his position on our board of directors and remains a director, and for an award of attorneys’ fees and costs associated with the civil action.

To avoid the cost and distraction of further litigation with Mr.

Springer, the Company offered to stipulate to entry of judgment in favor of Mr.

Springer as to his disputed resignation and his status as a member of our board of directors.

Following our offer, on January 11, 2023, the Chancery Court issued an order declaring and confirming that (i) Mr.

Springer has not resigned from the board of directors and (ii) Mr.

Springer is currently a member of the board of directors.

Springer subsequently filed a motion seeking payment of his attorneys’ fees.

DocuSign has opposed this motion, which remains pending before the Delaware Court of Chancery.

In addition, on January 26, 2023, Mr.

Springer delivered a demand for arbitration before JAMS, a private alternative dispute resolution firm, captioned Daniel D.

On January 26, 2023, Docusign’s former Chief Executive Officer, Daniel Springer, delivered a demand for arbitration before JAMS, a private alternative dispute resolution firm, captioned Daniel D.

Docusign, Inc.

and Mary Agnes Wilderotter.

In the demand, Mr.

Springer alleges that he was wrongfully terminated as Chief Executive Officer;

asserts related claims against DocuSign and Ms.

The demand alleged that Mr.

Springer was wrongfully terminated as CEO;

asserted related claims against Docusign and Ms.

Wilderotter, including defamation, withholding promised compensation and breach of contract.

and seeks unspecified damages and other relief.

The arbitration hearing for this case took place from March 11-15, 2024, and a final order from the arbitrator is expected on or before June 30, 2024.

DocuSign, Inc.| 2024 10-K | 85

The arbitration hearing for this case took place in March 2024.

On August 28, 2024, the arbitrator issued a final, non-appealable order which decided against Mr.

Springer on all of his claims, and did not award him any relief.

Docusign considers the matter closed.

Docusign, Inc.

| 2025 Form 10-K | 88

Stockholders' Equity

8 unchanged sentences

Equity Incentive Plans

We maintain three stock-based compensation plans:

the 2018 Equity Incentive Plan (the “2018 Plan”), the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and the Amended and Restated 2003 Stock Plan (the “2003 Plan”).

We maintain two stock-based compensation plans:

the 2018 Equity Incentive Plan (the “2018 Plan”) and the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”).

Our board of directors adopted, and our stockholders approved, the 2018 Plan during the year ended January 31, 2019.

The 2018 Plan went into effect in April 2018, upon the effectiveness of our IPO Registration Statement.

The 2018 Plan serves as a successor to the 2011 Plan and 2003 Plan and provides for the grant of stock-based awards to our employees, directors and consultants.

The 2018 Plan serves as a successor to the 2011 Plan and the Amended and Restated 2003 Stock Plan (the “2003 Plan”) and provides for the grant of stock-based awards to our employees, directors and consultants.

Shares available for grant under the 2011 Plan that were reserved but not issued as of the effective date of the 2018 Plan were added to the reserves of the 2018 Plan.

No additional awards under the 2011 Plan or 2003 Plan have been made since the effective date of the 2018 Plan.

Outstanding awards under these two plans continue to be subject to the terms and conditions of the respective plans.

Outstanding awards under the 2011 plan continue to be subject to the terms and conditions of the respective plan.

There are no outstanding awards under the 2003 plan.

Additionally, any shares subject to outstanding awards originally granted under the 2011 Plan that:

16 unchanged sentences

The most recent automatic increase of 10.1 million shares occurre d o n February 1, 2025.

DocuSign, Inc.| 2024 10-K | 86

Docusign, Inc.

| 2025 Form 10-K | 89

The majority of RSUs vest upon the satisfaction of a service-based vesting condition.

14 unchanged sentences

As of January 31, 2025, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions was $ 147.1 million.

We calculated the fair value of the RSU with market conditions using Monte Carlo option-pricing model based on the following assumptions:

The number of RSUs granted or canceled included in the table above reflects shares that could be eligible to vest at 100 % of target for PSUs and includes adjustments for over or under achievement for PSUs granted in prior periods.

We calculated the fair value of the RSU with market conditions using a Monte Carlo option-pricing model based on the following assumptions:

Year Ended January 31,

1 unchanged sentence

Risk-free interest rate 3.85 % - 4.41 %

4.12 % 3.21 % - 4.42 %

Expected dividend yield — % — % — %

Expected life (in years) 2.8 - 3.0

3.0 1.0 - 6.7

Expected volatility 69 % - 70 %

71 % 54 % - 66 %

Stock Options

6 unchanged sentences

Outstanding at January 31, 2025, all vested and exercisable 83 $ 16.82 0.44 $ 6,187

DocuSign, Inc.| 2024 10-K | 87

Docusign, Inc.

| 2025 Form 10-K | 90

As of January 31, 2025, there was no remaining unrecognized compensation cost related to stock option grants.

2 unchanged sentences

During the year ended January 31, 2019, our board of directors adopted, and our stockholders approved the ESPP.

In April 2018, the ESPP went into effect upon the effectiveness of our IPO Registration Statement.

In April 2018, the ESPP went into effect.

The ESPP allows eligible employees to purchase shares of our common stock at a discounted price by accumulating funds, normally through payroll deductions, of up to 15 % of their earnings.

20 unchanged sentences

Subsequently, in September 2023, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $ 300.0 million of our outstanding common stock.

During the year ended January 31, 2024, we repurchased and canceled 3.1 million shares of common stock at an average price of $ 47.57 per share, for an aggregate amount of $ 145.5 million.

During the year ended January 31, 2023, we repurchased and canceled 1.1 million shares of common stock at an average price of $ 55.52 per share, for an aggregate amount of $ 63.0 million.

DocuSign, Inc.| 2024 10-K | 88

Most recently, in May 2024, our board of directors authorized an increase to our existing stock repurchase program for an additional amount of up to $ 1.0 billion of our outstanding common stock.

The following table summarizes the share repurchase activity under our stock repurchase program:

Year Ended January 31,

(in thousands)

2025 2024 2023

Number of shares repurchased 10,954 3,058 1,135

Aggregate purchase price

$ 684,989 $ 145,515 $ 63,041

Docusign, Inc.

| 2025 Form 10-K | 91

Restructuring and Other Related Charges

3 unchanged sentences

2024 Restructuring Plan

During fiscal 2024 , the board of directors authorized a restructuring plan (the “2024 Restructuring Plan”) designed to support our growth, scale and profitability objectives.

During fiscal 2024 , the board of directors authorized the 2024 Restructuring Plan designed to support our growth, scale and profitability objectives.

As of the second quarter of fiscal 2024, the 2024 Restructuring Plan had been substantially completed.

The amounts associated with both restructuring plans are recorded to the Restructuring and other related charges within our consolidated statements of operations and comprehensive income (loss) as they are incurred.

2025 Restructuring Plan

During fiscal 2025 , the board of directors authorized the 2025 Restructuring Plan designed to strengthen and support our financial and operational efficiency while continuing to invest in product and related initiatives.

As of the second quarter of fiscal 2025, the 2025 Restructuring Plan had been substantially completed.

The amounts associated with our restructuring plans are recorded to the Restructuring and other related charges within our consolidated statements of operations and comprehensive income (loss) as they are incurred.

For the year ended January 31, 2025, restructuring and other related charges were $ 29.7 million for employee termination benefits, which included stock-based compensation expense of $ 4.8 million.

For the year ended January 31, 2024, restructuring and other related charges were $ 30.4 million, and primarily composed of $ 28.8 million for employee termination benefits, which included stock-based compensation expense of $ 5.0 million.

3 unchanged sentences

2024 Restructuring Plan

Employee termination benefits $ 384 $ 1,749 $ ( 2,133 ) $ —

Other $ 122 $ — $ ( 122 ) $ —

2 unchanged sentences

Employee termination benefits $ — $ 24,874 $ ( 24,796 ) $ 78

Other — 1,554 ( 1,432 ) 122

Total $ — $ 24,874 $ ( 24,796 ) $ 78

DocuSign, Inc.| 2024 10-K | 89

Docusign, Inc.

| 2025 Form 10-K | 92

Net Income (Loss) per Share Attributable to Common Stockholders

15 unchanged sentences

Stock options — — 2,228

ESPP — 516 287

Convertible senior notes — — 2,161

5 unchanged sentences

During the year ended January 31, 2025, 2024 and 2023, we recognized expenses of $ 34.7 million, $ 33.2 million and $ 32.3 million related to matching contributions.

Docusign, Inc.

| 2025 Form 10-K | 93

The domestic and foreign components of pre-tax income (loss) were as follows:

4 unchanged sentences

Income (loss) before income taxes $ 247,941 $ 93,679 $ ( 89,881 )

DocuSign, Inc.| 2024 10-K | 90

The components of our income tax provision were as follows:

21 unchanged sentences

Research and development credits ( 17.3 ) ( 46.0 ) 20.1

Lapse of Statute of Limitations ( 0.2 ) 0.6 1.4

Other deferred adjustment ( 10.7 ) ( 1.2 ) ( 10.7 )

1 unchanged sentence

Effective tax rate ( 330.7 ) % 21.0 % ( 8.4 ) %

DocuSign, Inc.| 2024 10-K | 91

Docusign, Inc.

| 2025 Form 10-K | 94

The significant components of net deferred tax balances were as follows:

12 unchanged sentences

Deferred contract acquisition costs ( 121,678 ) ( 100,806 )

Fixed Assets and Intangible Assets ( 54,137 ) ( 26,258 )

Other ( 21,980 ) ( 25,242 )

Total deferred tax liabilities ( 197,795 ) ( 152,306 )

Net deferred tax liabilities $ ( 14,711 ) $ ( 8,599 )

Net deferred tax assets / (liabilities) $ 819,874 $ ( 14,711 )

Our income tax benefit was $ 819.9 million for the year ended January 31, 2025.

The benefit was primarily attributable to the release of valuation allowances related to U.S.

federal and certain state deferred tax assets of $ 837.3 million.

We regularly assess the need for a valuation allowance on our deferred tax assets.

In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all the deferred tax assets will not be realized.

As of January 31, 2025, based on all available positive and negative evidence, having demonstrated sustained U.S.

profitability, which is objective and verifiable, and taking into account anticipated future earnings, we have concluded it is more likely than not that we will realize our U.S.

federal and U.S.

states deferred tax assets, with the exception of certain federal deferred tax assets subject to limitation on use and our California deferred tax assets.

We continue to maintain a valuation allowance against these deferred tax assets as they have not met the “more likely than not” realization criterion.

We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S.

in those jurisdictions in which we would incur significant additional costs upon repatriation of such amounts.

We concluded any book/tax outside basis differences are not material to the consolidated financial statements as a whole as of and for the year ended January 31, 2024.

Recognized tax benefits on total stock-based compensation expense, which are reflected in the "Provision for income taxes" in the consolidated statements of operations and comprehensive income (loss), were $ 7.1 million, $ 3.3 million and $ 1.6 million in the years ended January 31, 2024, 2023 and 2022, respectively.

Our tax provision includes a $ 3.8 million tax shortfall, $ 2.2 million tax shortfall and $ 1.9 million of excess tax benefits from stock-based compensation for the years ended January 31, 2024, 2023 and 2022, respectively.

Recognized tax benefits on total stock-based compensation expense, which are reflected in the "Provision for (benefit from) income taxes" in the consolidated statements of operations and comprehensive income (loss), were $ 143.0 million, $ 7.1 million and $ 3.3 million in the years ended January 31, 2025, 2024 and 2023, respectively.

Our tax provision includes $ 16.0 million of excess tax benefits, $ 3.8 million tax shortfall and $ 2.2 million tax shortfall from stock-based compensation for the years ended January 31, 2025, 2024 and 2023, respectively.

As of January 31, 2025, we had accumulated net operating loss carryforwards of $ 1.8 billion for federal and $ 1.3 billion for state.

Of the federal net operating losses, $ 2.2 billion is carried forward indefinitely, but is limited to 80% of taxable income.

Of the federal net operating losses, $ 1.8 billion is carried forward indefinitely, but utilization is limited to 80% of taxable income.

The remaining federal and state net operating loss carryforwards will begin to expire in 2027 and 2029, respectively.

4 unchanged sentences

The California research tax credits do not expire.

Available net operating losses may be subject to annual limitations due to ownership change limitations provided by the Internal Revenue Code, as amended (the "Code"), and similar state provisions.

Under Section 382 of the Code, substantial changes in our ownership and the ownership of acquired companies may limit the amount of net operating loss carryforwards that are available to offset taxable income.

Our ability to carry forward our federal and state net operating losses is limited due to an ownership change that occurred in a prior fiscal year.

This limitation has been accounted for in calculating the available net operating loss carryforwards.

The foreign jurisdictions in which we operate may have similar provisions that may limit our ability to use net operating loss carryforwards incurred by entities that we have acquired.

Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examination from various taxing authorities.

DocuSign, Inc.| 2024 10-K | 92

Docusign, Inc.

| 2025 Form 10-K | 95

A reconciliation of the beginning and ending balance of total unrecognized tax benefits was as follows:

6 unchanged sentences

Unrecognized tax benefits balance at January 31 $ 75,546 $ 60,744 $ 47,946

As of January 31, 2024, the Company had $ 60.7 million of unrecognized tax benefits, of which $ 11.0 million could affect the Company’s effective tax rate, if recognized.

The remainder of the unrecognized tax benefits would not affect the effective tax rate due to a significant portion of the unrecognized tax benefit being recorded as a reduction in our gross deferred tax asset, offset by a reduction in our valuation allowance.

We have aggregate net uncertain tax positions of $ 12.3 million, $ 11.3 million and $ 16.2 million included in Other liabilities—noncurrent on our consolidated balance sheet as of January 31, 2024, 2023 and 2022.

As of January 31, 2025, we had $ 75.5 million of unrecognized tax benefits, of which $ 60.9 million could affect the Company’s effective tax rate, if recognized.

We do not expect our gross unrecognized tax benefit to change significantly within the next 12 months.

6 unchanged sentences

We are not under examination in any material jurisdictions.

We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all the deferred tax assets will not be realized.

Due to our history of losses in the U.S., the net cumulative U.S.

deferred tax assets have been fully offset by a valuation allowance.

The valuation allowance decreased by $ 97.2 million in the year ended January 31, 2024 and increased by $ 32.8 million in the year ended January 31, 2023.

The following table represents the rollforward of our valuation allowance:

3 unchanged sentences

Valuation allowance charged to income tax provision ( 821,969 ) ( 97,200 ) 32,825

Adoption of ASU 2020-06 — — 19,407

Ending balance $ 112,847 $ 934,816 $ 1,032,016

Geographic Information

We operate in one operating segment and one reportable segment as we only report financial information on an aggregate and consolidated basis to the Chief Executive Officer, who is our CODM.

Docusign, Inc.

| 2025 Form 10-K | 96

Segment and Geographic Information

We operate in one operating segment and one reportable segment as we report financial information, including net income determined in accordance with U.S.

GAAP among other measures, on a consolidated basis to our CODM, the Chief Executive Officer.

The CODM uses consolidated financial information to make operating decisions, allocate resources, and evaluate financial performance, primarily by monitoring actual results compared to forecasted results as well as by reviewing year-over-year results and trending historical performance.

The CODM also reviews significant segment expenses for our single reportable segment.

Significant segment expenses include cost of subscription revenue, cost of professional services and other revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, and restructuring and other related charges, all of which are presented in our consolidated statements of operations and comprehensive income (loss).

Other segment items include interest expense, interest and other income, and provision for (benefit from) income taxes, which are also presented in our consolidated statements of operations and comprehensive income (loss).

We generate revenue primarily from sales of subscriptions to access our software platform and related subscriptions of our customers.

Professional services and other revenue consists of fees associated with consulting and training services from assisting customers in implementing and expanding the use of our software platform.

Segment assets are reported on the consolidated balance sheets as total assets.

Our reported measure of segment profit or loss is as follows:

Year Ended January 31,

(in thousands) 2025 2024 2023

Net income (loss) $ 1,067,885 $ 73,980 $ ( 97,454 )

The following amounts are included in our reported measure of profit or loss:

Year Ended January 31,

(in thousands) 2025 2024 2023

Revenues from external customers $ 2,976,739 $ 2,761,882 $ 2,515,915

Depreciation and amortization $ 107,804 $ 95,062 $ 86,255

Interest income $ 45,516 $ 58,584 $ 14,269

Interest expense $ ( 1,550 ) $ ( 6,844 ) $ ( 6,389 )

Provision for (benefit from) income taxes $ ( 819,944 ) $ 19,699 $ 7,573

Revenue by geography is based on the address of the customer as specified in our master subscription agreement.

7 unchanged sentences

had revenue greater than 10% of total revenue in the years ended January 31, 2025, 2024 and 2023.

DocuSign, Inc.| 2024 10-K | 93

Our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets were as follows:

Docusign, Inc.

| 2025 Form 10-K | 97

Our long-lived assets by geographic area, which consist of property and equipment, net and right-of-use assets were as follows:

(in thousands) 2025 2024

3 unchanged sentences

Total long-lived assets $ 410,466 $ 368,361

Subsequent Events

On February 6, 2024, we announced a restructuring plan (“2025 Restructuring Plan”) that was designed to strengthen and support our financial and operational efficiency while continuing to invest in product and related initiatives.

As part of the 2025 Restructuring Plan, we expect to restructure and reduce our current workforce by approximately 6 %, with the majority in our Sales & Marketing organizations.

We currently estimate that we will incur charges of approximately $ 28 million to $ 32 million in connection with the 2025 Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, and related costs as well as non-cash expenses related to vesting of share-based awards.

We expect that the majority of the restructuring charges will be incurred in the first quarter of fiscal 2025, and that the execution of the 2025 Restructuring Plan will be substantially complete by the end of the second quarter of fiscal 2025.

Docusign, Inc.

| 2025 Form 10-K | 98

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk