What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-18 compared with 2025-03-18 · 222 added, 255 removed, 1018 unchanged (32% of the section changed)

4 unchanged sentences

Interest Rate Risk

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.

As of January 31, 2026, we had cash, cash equivalents, restricted cash, and investments totaling $1.1 billion , which consisted primarily of bank deposits, money market funds, commercial paper, corporate notes and bonds and U.S.

government agency securities.

4 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.

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.

As of January 31, 2026, we had access to a revolving credit facility.

In May 2025, we entered into an agreement with a syndicate of banks, which superseded and replaced our prior credit facility and provides for a secured revolving credit facility in an aggregate principal amount of $750.0 million , which amount may be increased by an additional $250.0 million subject to customary terms and conditions.

Under the new credit agreement, we can secure borrowings based on floating interest rate indexes, thus exposing us to potential interest rate fluctuations should we decide to access the facility.

Foreign Currency Exchange Risk

8 unchanged sentences

Foreign currency translation adjustments are accounted for as a component of “Accumulated other comprehensive loss” within “Stockholders’ equity”.

Gains or losses due to remeasurements of transactions denominated in foreign currencies are included in “Interest income and other income, net” in our consolidated statements of operations and comprehensive income (loss).

We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

7 unchanged sentences

Consolidated Balance Sheets as of January 31, 2026 and 2025

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

Consolidated Statements of Operations and Comprehensive Income for the Years Ended January 31, 2026 , 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended January 31, 2026 , 2025 and 2024

5 unchanged sentences

Property and Equipment, Net

A cquisitions

Goodwill and Intangible Assets, Net

3 unchanged sentences

Restructuring and Other Related Charges

Net Income ( Loss ) Per Share Attributable to Common Stockholders

Net Income Per Share Attributable to Common Stockholders

Employee Benefit Plan

Segment and Geogr aph ic Information

Segment and Geographic Information

Subsequent Events

Docusign, Inc.

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Docusign, Inc.

and its subsidiaries (the "Company") as of January 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of January 31, 2026 and 2025, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

27 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Identifying and Evaluating Terms and Conditions in Contracts

As described in Note 1 to the consolidated financial statements, revenue recognition is determined by management through the following steps:

(i) identification of the contract, or contracts, with the customer;

(ii) identification of the performance obligations in the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance obligation in the contract;

and (v) recognition of the revenue when, or as, the Company satisfies a performance obligation.

Management applies significant judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition.

For the year ended January 31, 2025, the Company’s revenue was $2.98 billion.

The principal considerations for our determination that performing procedures relating to revenue recognition, specifically identifying and evaluating terms and conditions in contracts, is a critical audit matter are the significant judgment by management in identifying and evaluating terms and conditions, especially non-standard terms, in contracts that impact revenue recognition.

This in turn led to significant auditor judgment and effort in performing procedures and evaluating audit evidence to determine whether terms and conditions were appropriately identified and evaluated by management.

Revenue Recognition – Subscription Revenue

As described in Note 1 to the consolidated financial statements, the Company generates revenue primarily from sales of subscriptions to access the Company’s software platform and related subscriptions of their customers.

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 the software platform is provided.

The Company’s subscription revenue for the year ended January 31, 2026 was $3.2 billion.

The principal considerations for our determination that performing procedures relating to revenue recognition for subscription revenue is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for the Company’s subscription revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to the identification and evaluation of terms and conditions that impact the determination of revenue recognition.

These procedures also included, among others, testing the completeness and accuracy of management’s identification and evaluation of the specific terms and conditions in contracts with customers by examining revenue contracts on a test basis and testing management’s process for identifying and evaluating the terms and conditions in contracts, including management’s determination of the impact of those terms and conditions on revenue recognition.

These procedures included testing the effectiveness of controls relating to the revenue recognition process for subscription revenue.

These procedures also included, among others, (i) testing revenue recognized for a sample of subscription revenue transactions by obtaining and inspecting source documents, such as contracts, invoices and cash receipts, and recalculating revenue recognized and (ii) testing a sample of outstanding customer invoice balances as of January 31, 2026 by obtaining and inspecting source documents, such as contracts, invoices and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

42 unchanged sentences

Common stock, $ 0.0001 par value;

500,000 shares authorized, 202,477 shares outstanding as of January 31, 2025;

500,000 shares authorized, 205,326 shares outstanding as of January 31, 2024

500,000 shares authorized, 197,765 shares issued and outstanding as of January 31, 2026;

500,000 shares authorized, 202,507 shares issued, 202,477 shares outstanding as of January 31, 2025

Treasury stock, at cost:

1 unchanged sentence

30 shares as of January 31, 2025

( 2,871 ) ( 2,164 )

Additional paid-in capital 3,777,995 3,321,242

7 unchanged sentences

DOCUSIGN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Year Ended January 31,

14 unchanged sentences

Total operating expenses 2,257,859 2,155,152 2,157,627

Income (loss) from operations 199,928 31,634 ( 88,031 )

Income from operations 298,579 199,928 31,634

Interest expense ( 2,546 ) ( 1,550 ) ( 6,844 )

Interest income and other income, net 51,295 49,563 68,889

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

Income before provision for (benefit from) income taxes 347,328 247,941 93,679

Provision for (benefit from) income taxes 38,243 ( 819,944 ) 19,699

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

Net income (loss) per share attributable to common stockholders:

Net income $ 309,085 $ 1,067,885 $ 73,980

Net income per share attributable to common stockholders:

Basic $ 1.53 $ 5.23 $ 0.36

Diluted $ 1.48 $ 5.08 $ 0.36

Weighted-average shares used in computing net income (loss) per share:

Weighted-average shares used in computing net income per share:

Basic 202,079 204,329 204,070

1 unchanged sentence

Other comprehensive income (loss):

Foreign currency translation losses, net of tax $ ( 9,651 ) $ ( 254 ) $ ( 15,336 )

Unrealized gains (losses) on investments, net of tax 635 3,890 ( 2,851 )

Foreign currency translation gains (losses), net of tax $ 24,072 $ ( 9,651 ) $ ( 254 )

Unrealized gains on investments, net of tax 592 635 3,890

Other comprehensive income (loss) 24,664 ( 9,016 ) 3,636

Comprehensive income (loss) $ 1,058,869 $ 77,616 $ ( 115,641 )

Comprehensive income $ 333,749 $ 1,058,869 $ 77,616

Stock-based compensation expense included in costs and expenses:

13 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

Settlement of restricted stock units 7,523 1 — — — — 1

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 1,428 ) — ( 88,900 ) ( 253 ) — — ( 89,153 )

Employee stock purchase plan 839 — 32,993 — — — 32,993

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 2,722 ) — ( 141,994 ) ( 379 ) — — ( 142,373 )

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

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

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

Settlement of restricted stock units 9,275 — — — — — —

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 2,722 ) — ( 141,994 ) ( 379 ) — — ( 142,373 )

Employee stock purchase plan 862 — 35,314 — — — 35,314

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 3,333 ) — ( 215,112 ) ( 707 ) — — ( 215,819 )

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

10 unchanged sentences

Settlement of restricted stock units 9,840 1 — — — — 1

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 3,333 ) — ( 215,112 ) ( 707 ) — — ( 215,819 )

Employee stock purchase plan 729 — 40,780 — — — 40,780

Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 3,516 ) — ( 272,291 ) ( 516 ) — — ( 272,807 )

Retirement of treasury stock — — — 3,387 — ( 3,387 ) —

Repurchases of common stock ( 11,840 ) ( 1 ) — — — ( 874,858 ) ( 874,859 )

1 unchanged sentence

Net income — — — — — 309,085 309,085

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

Other comprehensive income, net — — — — 24,664 — 24,664

Balances at January 31, 2026 197,765 $ 20 $ 3,777,995 $ — $ ( 3,712 ) $ ( 1,856,483 ) $ 1,917,820

7 unchanged sentences

Cash flows from operating activities:

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

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Net income $ 309,085 $ 1,067,885 $ 73,980

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization 116,081 107,804 95,062

25 unchanged sentences

Repayments of convertible senior notes — — ( 726,979 )

Payment of revolving credit facility costs ( 3,133 ) — —

Repurchases of common stock ( 869,086 ) ( 683,528 ) ( 145,515 )

23 unchanged sentences

Excise tax payable on net stock repurchase 3,234 1,461 —

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

Repurchases of common stock in accrued expenses and other current liabilities 4,001 — —

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

9 unchanged sentences

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.

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

The Docusign IAM platform is a system of record that enables customers of all sizes to ingest a vast, complex body of agreements into a single repository, build agreement workflows that operate at scale, and take action on high-accuracy insights, from agreement data.

Basis of Presentation and Principles of Consolidation

2 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

The accompanying consolidated financial statements have been prepared in accordance with U.S.

Our fiscal year ends on January 31.

21 unchanged sentences

We recognize revenue when a customer obtains control of promised services.

We apply significant judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition.

We identify and evaluate terms and conditions in contracts which may impact revenue recognition.

The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services.

56 unchanged sentences

Commissions paid on professional services contracts are amortized over the period of benefit, being the period the associated revenue is earned as the commissions paid on new and renewal professional services contracts are commensurate with each other.

Amortization of deferred contract acquisition costs is primarily included in the “Sales and marketing” expense in the consolidated statements of operations and comprehensive income (loss).

Amortization of deferred contract acquisition costs is primarily included in the “Sales and marketing” expense in the consolidated statements of operations and comprehensive income.

We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs.

8 unchanged sentences

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

Advertising costs are expensed as incurred and are included in “Sales and marketing” expense in our consolidated statements of operations and comprehensive income (loss).

Advertising costs are expensed as incurred and are included in “Sales and marketing” expense in our consolidated statements of operations and comprehensive income.

Advertising expense was $ 74.5 million, $ 79.0 million and $ 95.0 million in the years ended January 31, 2026, 2025 and 2024.

2 unchanged sentences

Stock-Based Compensation

Compensation cost for stock-based awards issued to employees, including stock options, ESPP purchase rights and RSUs, is measured at fair value on the date of grant and recognized over the service period, generally on a straight-line basis.

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

Compensation cost for stock-based awards issued to employees, including ESPP purchase rights and RSUs, is measured at fair value on the date of grant and recognized over the service period, generally on a straight-line basis.

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

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

26 unchanged sentences

Nonmonetary assets and liabilities are not remeasured.

We recognize gains and losses from such adjustments within “Interest income and other income, net” in the consolidated statements of operations and comprehensive income (loss) in the period of occurrence.

We recognize gains and losses from such adjustments within “Interest income and other income, net” in the consolidated statements of operations and comprehensive income in the period of occurrence.

We present our financial statements in U.S.

Adjustments resulting from translating foreign functional currency financial statements into U.S.

dollars are recorded as a separate component on our consolidated statements of comprehensive income (loss), net of tax.

dollars are recorded as a separate component on our consolidated statements of comprehensive income, net of tax.

All assets and liabilities denominated in a foreign currency are translated at the exchange rate on the balance sheet date.

1 unchanged sentence

Equity transactions are translated using the historical exchange rate.

Net Income (Loss) Per Share Attributable to Common Stockholders

In periods when we have net income, we compute basic and diluted net income per share in conformity with the two-class method required for participating securities.

Net Income Per Share Attributable to Common Stockholders

We compute basic and diluted net income per share in conformity with the two-class method required for participating securities.

The undistributed earnings are allocated between common stock and participating securities as if all earnings had been distributed during the period presented.

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.

Basic net income per share attributable to common stockholders is computed by dividing the net income 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, 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.

For periods presented in which we have reported net losses, dilutive common shares are not assumed to have been issued as their effect would have been antidilutive.

In periods when we have reported net losses, dilutive common shares are not assumed to have been issued as their effect would have been antidilutive.

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

59 unchanged sentences

Leasehold improvements Lesser of lease term and 10 years

Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the statement of operations and comprehensive income (loss) in the year of disposition.

Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the statement of operations and comprehensive income in the year of disposition.

Additions and improvements that increase the value or extend the life of an asset are capitalized.

18 unchanged sentences

Operating leases are classified in “Operating lease right-of-use assets”, “Operating lease liabilities—current”, and “Operating lease liabilities—noncurrent” on our consolidated balance sheets.

Operating lease expense is recognized on a straight-line basis over the expected lease term and included in “Income (loss) from operations” in our consolidated statements of operations and comprehensive income (loss).

Operating lease expense is recognized on a straight-line basis over the expected lease term and included in “Income from operations” in our consolidated statements of operations and comprehensive income.

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

14 unchanged sentences

Customer contracts & related relationships 4 - 10 years

(1) Includes certifications as well as tradenames and trademarks

(1) Includes certifications, 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.

19 unchanged sentences

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.

After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations and comprehensive income (loss).

After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations and comprehensive income.

Acquisition costs, such as legal and consulting fees, are expensed as incurred.

20 unchanged sentences

We adopted Accounting Standards Update No.

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

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances disclosures required for operating segments.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

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

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.

2023-09, “Income Taxes:

Improvements to Income Tax Disclosures” (“ASU 2023-09”), beginning in the year ended January 31, 2026 using a prospective approach.

The standard requires enhancement and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.

Refer to Note 1 5 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):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis.

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

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.

3 unchanged sentences

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

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments—Credit Losses” (“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contracts assets.

The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses.

ASU 2025-05 is effective for annual filings for our fiscal year beginning February 1, 2026 and interim reporting periods in the same annual reporting period.

We do not expect ASU 2025-05 to have a material impact on our financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, “Intangibles—Goodwill and Other— Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which modernizes the recognition and disclosure framework for internal-use software costs by removing all references to software development project stages so that the guidance is neutral to different software development methods.

ASU 2025-06 is effective for annual filings for our fiscal year beginning February 1, 2028 and interim reporting periods in the same annual period.

We are currently evaluating the effect of adopting ASU 2025-06 on our financial statements.

In December 2025, the FASB issued Accounting Standards Update 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements” (“ASU 2025-11”), which clarifies interim reporting disclosure requirements and improves the navigability of the guidance in ASC 270.

ASU 2025-11 is effective for interim reporting periods within our fiscal year beginning February 1, 2028.

We are currently evaluating the effect of adopting ASU 2025-11 on our financial statements.

Docusign, Inc.

| 2026 Form 10-K | 78

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.

Subscription revenue is recognized over time and accounted for approximately 98 %, 97 % and 97 % of our revenue for the years ended January 31, 2026, 2025 and 2024.

Performance Obligations

As of January 31, 2026, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $ 2.4 billion.

We expect to recognize 55 % of the transaction price allocated to remaining performance obligations within the 12 months following January 31, 2025 in our consolidated statement of operations and comprehensive income (loss).

We expect to recognize 57 % of the transaction price allocated to remaining performance obligations within the 12 months following January 31, 2026 in our consolidated statement of operations and comprehensive income.

Contract Balances

26 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

Due in one to two years 208,393

Docusign, Inc.

| 2025 Form 10-K | 79

As of January 31, 2026 and 2025, securities in an unrealized loss position were, individually and in aggregate, not material.

An allowance for credit losses was deemed unnecessary for these securities, given the extent of the unrealized loss positions as well as the issuers' high credit ratings and consistent payment history.

Docusign, Inc.

| 2026 Form 10-K | 80

We had no liabilities measured at fair value on a recurring basis as of January 31, 2026 and 2025.

3 unchanged sentences

Strategic investments measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because nonrecurring fair value measurements may include observable and unobservable inputs.

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

Property and Equipment, Net

10 unchanged sentences

$ 361,808 $ 299,370

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.

Depreciation and amortization expenses associated with property and equipment were $ 100.0 million, $ 83.1 million and $ 75.7 million in the years ended January 31, 2026, 2025 and 2024.

This included amortization expense related to capitalized internally-developed software costs of $ 76.5 million, $ 55.2 million and $ 35.1 million in the respective years .

5 unchanged sentences

(“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.

We integrated 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.

1 unchanged sentence

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.

In December 2025, we released the cash held in escrow.

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

2 unchanged sentences

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:

The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed as of the date of acquisition:

(in thousands)

17 unchanged sentences

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.

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

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

Docusign, Inc.

| 2026 Form 10-K | 82

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.

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.

4 unchanged sentences

Net income $ 37,199

Docusign, Inc.

| 2025 Form 10-K | 82

Goodwill and Intangible Assets, Net

1 unchanged sentence

Balance at January 31, 2024 $ 353,138

Additions—Lexion 102,152

Foreign currency translation ( 813 )

Balance at January 31, 2025 454,477

Additions—Lexion 102,152

Foreign currency translation 3,969

15 unchanged sentences

Total $ 16,131 $ 24,717 $ 19,375

Docusign, Inc.

| 2026 Form 10-K | 83

As of January 31, 2026, future amortization of finite-lived intangible assets that will be recorded in cost of revenue and operating expenses is estimated as follows, excluding cumulative translation adjustment:

4 unchanged sentences

Total $ 61,394

Docusign, Inc.

| 2025 Form 10-K | 83

Deferred Contract Acquisition and Fulfillment Costs

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Convertible Senior Notes

In September 2018, we issued $ 575.0 million in aggregate principal amount of the 0.5 % Convertible Senior Notes due in 2023, which included the initial purchasers’ exercise in full of their option to purchase an additional $ 75.0 million aggregate principal amount of the 2023 Notes.

The net proceeds from the issuance of the 2023 Notes were $ 560.8 million after deducting the initial purchasers’ discounts and transaction costs.

In January 2021, we issued $ 690.0 million in aggregate principal amount of the 0 % Convertible Senior Notes due in 2024, which included the initial purchasers’ exercise in full of their option to purchase an additional $ 90.0 million aggregate principal amount of the 2024 Notes.

The net proceeds from the issuance of the 2024 Notes were $ 677.3 million after deducting the initial purchasers’ discounts and transaction costs.

When outstanding, the Notes were senior unsecured obligations and ranked senior in right of payment to any of our indebtedness that was expressly subordinated in right of payment to the Notes;

equal in right of payment to any of our unsecured indebtedness then existing and future liabilities that are not so subordinated;

effectively junior in right of payment to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness;

and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.

The 2023 Notes were governed by an indenture dated September 18, 2018 (the “2018 Indenture”).

The 2024 Notes were governed by an indenture dated January 15, 2021 (the “2021 Indenture,” and together with the 2018 Indenture, the “Indentures”).

The Indentures were between us, as the issuer, and U.S.

Bank National Association, as trustee.

The Indentures did not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries.

In September 2018, we issued $ 575.0 million in aggregate principal amount of the 0.5 % Convertible Senior Notes due in 2023.

The net proceeds from the issuance of the 2023 Notes were $ 560.8 million after deducting the initial purchasers’ discounts and transaction costs, and interest was payable semi-annually in arrears on March 15 and September 15 of each year.

The 2023 Notes matured on September 15, 2023.

Interest on the 2023 Notes was payable semi-annually in arrears on March 15 and September 15 of each year.

The Notes were subject to additional interest in certain events of default.

In January 2021, we issued $ 690.0 million in aggregate principal amount of the 0 % Convertible Senior Notes due in 2024.

The net proceeds from the issuance of the 2024 Notes were $ 677.3 million after deducting the initial purchasers’ discounts and transaction costs.

The 2024 Notes matured on January 15, 2024.

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

Impact on Net Income (Loss) Per Share

In periods when we have net income, the shares of our common stock subject to the Notes outstanding during the period are included in our diluted earnings per share under the if-converted method.

Impact on Net Income Per Share

In periods when we had net income, the shares of our common stock subject to the Notes outstanding during the period were included in our diluted earnings per share under the if-converted method.

Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive.

However, upon conversion, there will be no economic dilution from the Notes unless the market price of our common stock exceeds the initial $ 110.00 per share cap price associated with the 2023 Notes and $ 525.30 per share cap price associated with the 2024 Notes, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the cap price.

As of January 31, 2024 and 2023, the market price of our common stock did not exceed the $ 110.00 per share cap price associated with the 2023 Notes or the $ 525.30 cap price associated with the 2024 Notes.

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

As of January 31, 2024, the market price of our common stock did not exceed the $ 110.00 per share cap price associated with the 2023 Notes or the $ 525.30 cap price associated with the 2024 Notes.

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

Revolving Credit Facility

In January 2021, we entered into a credit agreement, as subsequently amended in May 2023, with a syndicate of banks.

The credit agreement extended a senior secured revolving credit facility to us in an aggregate principal amount of $ 500.0 million, which amount may be increased by an additional $ 250.0 million subject to the terms of the credit agreement.

We may use the proceeds of future borrowings under the credit facility to finance working capital, capital expenditures and for other general corporate purposes, including permitted acquisitions.

The facility matures in January 2026 and requires us to comply with customary affirmative and negative covenants.

The credit agreement extended a senior secured revolving credit facility to us through January 2026 in an aggregate principal amount of $ 500.0 million, which provided for an additional $ 250.0 million subject to the terms of the credit agreement.

In May 2025, we entered into a new credit agreement with a syndicate of banks.

The credit agreement provides for a secured revolving credit facility in an aggregate principal amount of $ 750.0 million, which amount may be increased by an additional $ 250.0 million subject to the terms of the credit agreement.

This credit agreement supersedes and replaces the prior credit facility.

We may use the proceeds of future borrowings under the Credit Facility to finance working capital, for capital expenditures and for other general corporate purposes, including permitted acquisitions.

The Credit Facility matures in May 2030 and requires us to comply with customary affirmative and negative covenants.

We were in compliance with all covenants as of January 31, 2026.

As of January 31, 2025, there were no outstanding borrowings under the revolving credit facility.

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.

As of January 31, 2026, there were no outstanding borrowings under the Credit Facility.

The facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between 0.10 % and 0.30 % per annum on the daily undrawn balance depending on certain conditions as provided in the credit agreement.

Docusign, Inc.

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Some of our operating leases contain escalation provisions for adjustments in the consumer price index and options to renew.

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.

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

Operating lease expense for the years ended January 31, 2026 , 2025 and 2024 was $ 26.4 million, $ 25.6 million and $ 28.5 million.

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2027 $ 42,972

Thereafter 1,992

Total $ 84,639

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.

We entered into an agreement, which includes a minimum commitment, with a public cloud computing service provider.

As of January 31, 2026, our remaining minimum commitment under the agreement is $ 280.4 million through fiscal 2030, which is excluded from the table above.

Docusign, Inc.

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

Docusign, Inc., et al., Case No.

Docusign, Inc., et al.

3:22-cv-00824, naming Docusign and certain of our then-current and former officers as defendants.

An amended complaint was filed on July 8, 2022.

As amended, the suit purports to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic.

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 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.

District Court for the District of Delaware, captioned Pottetti v.

Springer, et al., Case No.

1:22-cv-00652;

on May 19, 2022 in the U.S.

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

Springer, et al., Case No.

3:22-cv-02980;

on May 20, 2022, in the U.S.

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

Springer, et al., Case No.

3:22-cv-02987;

on September 20, 2022 in the U.S.

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

Springer, et al., Case No.

3:22-cv-05343;

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

Alhadeff, et al., Case No.

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, 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 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.

Springer, et al., Case No.

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.

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 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.

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.

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.

The complaint (as amended on July 8, 2022, April 14, 2025 and May 22, 2025) alleged claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic.

On January 26, 2026, the Court granted our renewed motion to dismiss the case, entering judgment in our favor and against the plaintiffs that same day.

Plaintiffs are not appealing this result and the matter is now closed.

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

The plaintiffs in each of these cases have voluntarily dismissed them or are in the process of doing so.

In addition, on June 3, 2025, two cases, captioned Harbor Capital Appreciation Fund, et al.

DocuSign, Inc., et al.

3:25-cv-04681, and Advanced Series Trust, et al.

DocuSign, Inc., et al.

3:25-cv-04683, were filed in the U.S.

District Court for the Northern District of California by plaintiffs who had opted out of the class certified in Weston v.

These opt-out cases allege substantially similar claims as in the class action, which we deny.

On July 18, 2025, the cases were stayed pending the resolution of the motion to dismiss the securities class action.

We are pursuing the voluntary dismissal of these cases following the dismissal of the securities class action.

Docusign, Inc.

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Additionally, we grant performance stock awards to our executives on an annual basis.

Shares available for grant under the 2018 Plan for the year ended January 31, 2025 was as follows:

Shares available for grant under the 2018 Plan for the year ended January 31, 2026 were as follows:

(in thousands) Year Ended

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

From time to time, we may also grant RSUs that are subject to either a performance-based or market-based vesting conditions.

From time to time, we may also grant RSUs that are subject to either performance-based or market-based vesting conditions.

The performance-based conditions will be satisfied upon satisfaction of certain financial performance targets.

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Risk-free interest rate 3.77 % 3.85 % - 4.41 %

4.12 % 3.21 % - 4.42 %

Expected dividend yield — % — % — %

Expected life (in years) 2.9 2.8 - 3.0

3.0 1.0 - 6.7

Expected volatility 55 % 69 % - 70 %

71 % 54 % - 66 %

Stock Options

There were no options granted during the years ended January 31, 2026, 2025 and 2024 .

Option activity for the year ended January 31, 2025 was as follows:

(in thousands, except per share data and years) Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value

Outstanding at January 31, 2024, all vested and exercisable 1,385 $ 17.39 2.63 $ 60,117

Exercised ( 1,301 ) 17.43

Canceled/expired ( 1 ) 13.43

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

Docusign, Inc.

| 2025 Form 10-K | 90

As of January 31, 2026, there was no remaining unrecognized compensation cost related to stock option grants.

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The purchase price for common stock under the ESPP is equal to 85 % of the fair market value of our common stock on the first or last day of the offering period, whichever is lower.

The ESPP provides for separate six-month offering periods that begin in the first and third quarter of each year.

The ESPP provides for separate six-month offering periods that begin in the first and third quarters of each year.

Docusign, Inc.

| 2026 Form 10-K | 89

We calculated the fair value of the ESPP purchase right using the Black-Scholes option-pricing model, based on the following assumptions:

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Stock Repurchase Program

In March 2022, our board of directors authorized a stock repurchase program of up to $ 200.0 million of our outstanding common stock.

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.

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.

Our board of directors authorized a stock repurchase program, which commenced in March 2022, and subsequently, in September 2023, May 2024, and May 2025, the board of directors increased authorizations for an aggregate total of $ 2.5 billion.

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

5 unchanged sentences

$ 874,858 $ 684,989 $ 145,515

(1) The repurchase amount includes the 1% excise tax under the Inflation Reduction Act (“IRA”).

Docusign, Inc.

2 unchanged sentences

2024 Restructuring Plan

During fiscal 2023 , the board of directors authorized a restructuring plan (the “2023 Restructuring Plan”) in response to changing economic conditions and in an effort to reduce our operational costs and improve our organizational efficiency.

As of the fourth quarter of fiscal 2023, the 2023 Restructuring Plan had been substantially completed.

2024 Restructuring Plan

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

3 unchanged sentences

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.

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

The following table summarizes our restructuring liabilities during the year ended January 31, 2025:

(in thousands) January 31, 2024 Accruals Cash Payments January 31, 2025

2024 Restructuring Plan

Other $ 122 $ — $ ( 122 ) $ —

Total $ 122 $ — $ ( 122 ) $ —

2025 Restructuring Plan

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

Total $ — $ 24,874 $ ( 24,796 ) $ 78

Docusign, Inc.

| 2026 Form 10-K | 91

Net Income (Loss) per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for periods presented:

Net Income per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for periods presented:

Year Ended January 31,

(in thousands, except per share data) 2026 2025 2024

Net income (loss) attributable to common stockholders, basic $ 1,067,885 $ 73,980 $ ( 97,454 )

Net income attributable to common stockholders, basic $ 309,085 $ 1,067,885 $ 73,980

Interest expense on convertible senior notes — — 425

Net income (loss) attributable to common stockholders, diluted $ 1,067,885 $ 74,405 $ ( 97,454 )

Net income attributable to common stockholders, diluted $ 309,085 $ 1,067,885 $ 74,405

Weighted-average common shares outstanding, basic 202,079 204,329 204,070

1 unchanged sentence

Weighted-average common shares outstanding, diluted 209,118 210,339 208,950

Net income (loss) per share attributable to common stockholders:

Net income per share attributable to common stockholders:

Basic $ 1.53 $ 5.23 $ 0.36

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RSUs 3,832 1,048 6,430

Stock options — — 2,228

Convertible senior notes — — 2,161

Total antidilutive securities 3,832 1,048 6,430

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This Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

In the fourth quarter of fiscal 2019, we began to match 50 % of each participant’s contribution up to a maximum of 6 % of the participant’s base salary and commissions paid during the period.

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.

We match 50 % of each participant’s contribution up to a maximum of 6 % of the participant’s base salary and commissions paid.

We also have savings plans in international locations which are funded in accordance with local regulatory requirements.

During the year ended January 31, 2026, 2025 and 2024, we recognized expenses of $ 36.2 million, $ 34.7 million and $ 33.2 million related to employer-funded retirement benefits for all plans.

Docusign, Inc.

| 2026 Form 10-K | 92

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

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

Year Ended January 31,

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International 130,023 68,813 39,128

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

The components of our income tax provision were as follows:

Income before income taxes $ 347,328 $ 247,941 $ 93,679

The components of our income tax provision (benefit) were as follows:

Year Ended January 31,

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Total deferred 4,499 ( 838,743 ) 6,317

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

The reconciliation of the statutory federal income tax rate to our effective tax rate was as follows:

Provision for (benefit from) income taxes $ 38,243 $ ( 819,944 ) $ 19,699

Docusign, Inc.

| 2026 Form 10-K | 93

Beginning in the year ended January 31, 2026, we adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" prospectively.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 was as follows:

Year Ended January 31,

(in thousands, except percentages)

federal statutory tax rate $ 72,939 21.0 %

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Foreign tax rate differential ( 6,616 ) ( 1.9 )

Changes in valuation allowance ( 23,502 ) ( 6.8 )

Other 5,331 1.5

Other foreign jurisdictions 8,331 2.4

Effect of cross-border tax laws

Dual jurisdiction deferred taxes 6,702 1.9

Other 2,713 0.8

Nontaxable or nondeductible items

Stock-based compensation ( 17,530 ) ( 5.0 )

Nondeductible compensation 23,293 6.7

Permanent book/tax differences 2,249 0.6

Research and development credits ( 56,034 ) ( 16.1 )

Change in valuation allowance ( 9,185 ) ( 2.6 )

Other adjustments ( 3,259 ) ( 0.9 )

Changes in unrecognized tax benefits 26,428 7.6

Effective tax rate $ 38,243 11.0 %

(1) State taxes in California, Pennsylvania, New York and New York City made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and provides a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended January 31, 2025 and 2024:

Year Ended January 31,

(in percentage) 2025 2024

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| 2026 Form 10-K | 94

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 was as follows:

Year Ended January 31,

(in thousands)

State and local jurisdictions $ 2,008

Foreign 10,938

Total cash taxes paid, net of refunds $ 12,946

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

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Net deferred tax assets / (liabilities) $ 813,738 $ 819,874

Our income tax provision was $ 38.2 million for the year ended January 31, 2026.

The tax provision was driven by U.S.

and foreign earnings, partially offset by benefits related to research and development tax credits.

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.

The tax benefit was driven by a $ 837.3 million release of a net valuation allowance related to our U.S.

federal and state deferred tax assets.

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.

Based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, we concluded it is more likely than not that our Ireland deferred tax assets will be realizable.

Accordingly, we released the valuation allowance on Irish deferred tax assets of $ 23.5 million during the year ended January 31, 2026.

As of January 31, 2026, we continue to maintain a valuation allowance against our California deferred tax assets.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

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.

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

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

The year ended January 31, 2025 included a $ 837.3 million release of a net valuation allowance, recorded as a discrete tax benefit.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States.

The legislation includes significant tax law changes, including the restoration of immediate expensing for domestic research and development costs.

The legislation has multiple effective dates with certain provisions effective in 2025 and others implemented through 2027.

The impact of changes effective during fiscal 2026 resulted in additional tax expense.

Docusign, Inc.

| 2026 Form 10-K | 95

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.

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.

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, were $ 132.8 million, $ 143.0 million and $ 7.1 million in the years ended January 31, 2026, 2025 and 2024, respectively.

Our tax provision includes $ 26.3 million of excess tax benefits, $ 16.0 million of excess tax benefits and $ 3.8 million of tax shortfalls from stock-based compensation for the years ended January 31, 2026, 2025 and 2024, respectively.

As of January 31, 2026, 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, $ 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.

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

The state net operating loss carryforwards will begin to expire in 2029.

As of January 31, 2026, we also had total foreign net operating loss carryforwards of $ 53.8 million, which do not expire under local law.

As of January 31, 2026, we had accumulated U.S.

research tax credits of $ 190.5 million for federal and $ 61.5 million for California.

research tax credits of $ 245.2 million for federal and $ 79.0 million of state, including $ 77.0 million for California.

federal research tax credits will begin to expire in 2039.

The California research tax credits do not expire.

Docusign, Inc.

| 2025 Form 10-K | 95

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

Year Ended January 31,

(in thousands) 2026 2025 2024

Unrecognized tax benefits balance at February 1 $ 60,744 $ 47,946 $ 46,729

Unrecognized tax benefits, beginning balance $ 75,546 $ 60,744 $ 47,946

Gross increase for tax positions of prior years 2,675 — 4,368

Gross decrease for tax positions of prior years — ( 307 ) ( 156 )

Settlements — — ( 2,484 )

Gross increase for tax positions of current year 24,167 15,109 8,586

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

Unrecognized tax benefits, ending balance $ 102,388 $ 75,546 $ 60,744

As of January 31, 2026, we had $ 102.4 million of unrecognized tax benefits, of which $ 83.5 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.

We recognize interest and penalties related to uncertain tax positions in provision for income taxes.

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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.

GAAP among other measures, on a consolidated basis to our Chief Operating Decision Maker (“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.

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(in thousands) 2026 2025 2024

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

Net income $ 309,085 $ 1,067,885 $ 73,980

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

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Provision for (benefit from) income taxes $ 38,243 $ ( 819,944 ) $ 19,699

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

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

Revenue by geographic area was as follows:

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$ 438,689 $ 335,472

Ireland 37,294 39,899

All other countries 89,884 74,994

Total long-lived assets $ 528,573 $ 410,466

Subsequent Events

Stock Repurchase Program

Subsequent to January 31, 2026, and through March 18, 2026, we repurchased 3.3 million shares of common stock for an aggregate amount of $ 154.1 million under our stock repurchase program.

All repurchases were made in open market transactions.

In March 2026, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $ 2.0 billion of our outstanding common stock.

The program has no minimum purchase commitment and no mandated end date.

The repurchase program may be suspended or discontinued at any time at our discretion.

The timing and the amount of any repurchased common stock will be determined by management based on its evaluation of market conditions and other factors.

As of March 18, 2026, our total remaining authorization under our stock repurchase plan is up to $ 2.6 billion.

Docusign, Inc.

2 unchanged sentences

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