Elastic N.V. 10-K

Item 8. Financial Statements and Supplementary Data The following financial statements are filed as part of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 68 Financial Statements: Consolidated Balance Sheets 70 Consolidated Statements of Operations 71 Consolidated Statements of Comprehensive Income ( Loss ) 72 Consolidated Statements of Shareholders’ Equity 73 Consolidated Statements of Cash Flows 74 Notes to Consolidated Financial Statements 75 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Elastic N.V. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Elastic N.V. and its subsidiaries (the “Company”) as of April 30, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended April 30, 2024, 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 April 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 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. 68 Table of Contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 – Identification and Evaluation of Terms and Conditions in Contracts As described in Note 2 to the consolidated financial statements, management applies the following steps in their determination of revenue to be recognized: (i) identification of the contract with a 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 obligations; and (v) recognition of revenue when the Company satisfies each performance obligation. The Company’s contracts include varying terms and conditions, and identifying and evaluating the impact of these terms and conditions on revenue recognition requires significant judgment. For the fiscal year ended April 30, 2024, the Company’s revenue was $1,267.3 million. The principal considerations for our determination that performing procedures relating to revenue recognition, specifically the identification and evaluation of terms and conditions in contracts, is a critical audit matter are the significant judgment by management in identifying and evaluating terms and conditions in contracts that impact revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating the audit evidence to determine whether terms and conditions in contracts were appropriately identified and evaluated by management. 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 in contracts that impact revenue recognition. These procedures also included (i) testing the completeness and accuracy of management’s identification and evaluation of the specific terms with customers by examining revenue contracts on a sample basis and (ii) assessing the terms and conditions of the contract including their impact on revenue recognition. /s/ PricewaterhouseCoopers LLP San Jose, California June 14, 2024 We have served as the Company’s auditor since 2018. 69 Table of Contents Elastic N.V. Consolidated Balance Sheets (in thousands, except share and per share data) As of April 30, 2024 2023 Assets Current assets: Cash and cash equivalents $ 540,397 $ 644,167 Restricted cash 2,692 2,473 Marketable securities 544,002 271,041 Accounts receivable, net of allowance for credit losses of $ 4,979 and $ 3,409 as of April 30, 2024 and April 30, 2023, respectively 323,011 260,919 Deferred contract acquisition costs 78,030 55,813 Prepaid expenses and other current assets 42,765 39,867 Total current assets 1,530,897 1,274,280 Property and equipment, net 5,453 5,092 Goodwill 319,380 303,642 Operating lease right-of-use assets 20,506 19,997 Intangible assets, net 20,620 29,104 Deferred contract acquisition costs, non-current 114,509 95,879 Deferred tax assets 225,544 7,412 Other assets 5,657 8,076 Total assets $ 2,242,566 $ 1,743,482 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 26,075 $ 35,151 Accrued expenses and other liabilities 75,292 63,532 Accrued compensation and benefits 93,691 76,483 Operating lease liabilities 12,187 12,749 Deferred revenue 663,846 528,704 Total current liabilities 871,091 716,619 Deferred revenue, non-current 30,293 34,248 Long-term debt, net 568,612 567,543 Operating lease liabilities, non-current 12,898 13,942 Other liabilities, non-current 21,487 12,233 Total liabilities 1,504,381 1,344,585 Commitments and contingencies (Notes 8 and 9) Shareholders’ equity: Preference shares, € 0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of April 30, 2024 and April 30, 2023 — — Ordinary shares, par value € 0.01 per share: 165,000,000 shares authorized; 101,705,935 shares issued and outstanding as of April 30, 2024 and 97,366,947 shares issued and outstanding as of April 30, 2023 1,070 1,024 Treasury stock ( 369 ) ( 369 ) Additional paid-in capital 1,750,729 1,471,584 Accumulated other comprehensive loss ( 21,638 ) ( 20,015 ) Accumulated deficit ( 991,607 ) ( 1,053,327 ) Total shareholders’ equity 738,185 398,897 Total liabilities and shareholders’ equity $ 2,242,566 $ 1,743,482 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents Elastic N.V. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended April 30, 2024 2023 2022 Revenue Subscription $ 1,176,606 $ 984,762 $ 798,770 Services 90,715 84,227 63,604 Total revenue 1,267,321 1,068,989 862,374 Cost of revenue Subscription 246,285 219,306 178,204 Services 83,794 77,320 53,990 Total cost of revenue 330,079 296,626 232,194 Gross profit 937,242 772,363 630,180 Operating expenses Research and development 341,951 313,454 273,761 Sales and marketing 559,648 503,537 406,658 General and administrative 160,628 143,247 123,441 Restructuring and other related charges 4,917 31,297 — Total operating expenses 1,067,144 991,535 803,860 Operating loss ( 129,902 ) ( 219,172 ) ( 173,680 ) Other income (expense), net Interest expense ( 26,132 ) ( 25,159 ) ( 20,716 ) Other income (expense), net 33,278 27,454 ( 3,393 ) Loss before income taxes ( 122,756 ) ( 216,877 ) ( 197,789 ) (Benefit from) provision for income taxes ( 184,476 ) 19,284 6,059 Net income (loss) $ 61,720 $ ( 236,161 ) $ ( 203,848 ) Net earnings (loss) per share attributable to ordinary shareholders Basic $ 0.62 $ ( 2.47 ) $ ( 2.20 ) Diluted $ 0.59 $ ( 2.47 ) $ ( 2.20 ) Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders Basic 99,646,231 95,729,844 92,547,145 Diluted 103,980,132 95,729,844 92,547,145 The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents Elastic N.V. Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended April 30, 2024 2023 2022 Net income (loss) $ 61,720 $ ( 236,161 ) $ ( 203,848 ) Other comprehensive loss: Unrealized loss on available-for-sale securities, net of taxes ( 1,728 ) ( 71 ) — Foreign currency translation adjustments 105 ( 1,814 ) ( 10,025 ) Other comprehensive loss ( 1,623 ) ( 1,885 ) ( 10,025 ) Total comprehensive income (loss) $ 60,097 $ ( 238,046 ) $ ( 213,873 ) The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Contents Elastic N.V. Consolidated Statements of Shareholders’ Equity (in thousands, except share data) Ordinary Shares Treasury Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity Shares Amount Balances as of April 30, 2021 90,533,985 $ 948 $ ( 369 ) $ 1,071,675 $ ( 8,105 ) $ ( 613,318 ) $ 450,831 Fair value of replacement equity awards attributable to pre-acquisition service — — — 1,266 — — 1,266 Issuance of ordinary shares upon exercise of stock options 2,563,287 29 — 36,381 — — 36,410 Issuance of ordinary shares upon release of restricted stock units 1,077,642 13 — ( 13 ) — — — Stock-based compensation — — — 140,799 — — 140,799 Net loss — — — — — ( 203,848 ) ( 203,848 ) Other comprehensive loss — — — — ( 10,025 ) — ( 10,025 ) Balances as of April 30, 2022 94,174,914 990 ( 369 ) 1,250,108 ( 18,130 ) ( 817,166 ) 415,433 Issuance of ordinary shares upon exercise of stock options 1,127,036 12 — 17,459 — — 17,471 Issuance of ordinary shares upon release of restricted stock units 2,064,997 22 — ( 22 ) — — — Stock-based compensation — — — 204,039 — — 204,039 Net loss — — — — — ( 236,161 ) ( 236,161 ) Other comprehensive loss — — — — ( 1,885 ) — ( 1,885 ) Balances as of April 30, 2023 97,366,947 1,024 ( 369 ) 1,471,584 ( 20,015 ) ( 1,053,327 ) 398,897 Issuance of ordinary shares upon exercise of stock options 1,292,375 14 — 20,905 — — 20,919 Issuance of ordinary shares upon release of restricted stock units 2,701,448 28 — ( 28 ) — — — Issuance of ordinary shares under employee stock purchase plan 345,165 4 — 19,131 — — 19,135 Stock-based compensation — — — 239,137 — — 239,137 Net income — — — — — 61,720 61,720 Other comprehensive loss — — — — ( 1,623 ) — ( 1,623 ) Balances as of April 30, 2024 101,705,935 $ 1,070 $ ( 369 ) $ 1,750,729 $ ( 21,638 ) $ ( 991,607 ) $ 738,185 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents Elastic N.V. Consolidated Statements of Cash Flows (in thousands) Year Ended April 30, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 61,720 $ ( 236,161 ) $ ( 203,848 ) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 17,999 20,233 19,728 Amortization of premium and accretion of discount on marketable securities, net ( 8,808 ) ( 772 ) — Amortization of deferred contract acquisition costs 78,549 68,900 60,738 Amortization of debt issuance costs 1,069 1,023 803 Non-cash operating lease cost 11,010 10,880 8,636 Asset impairment charges — 6,242 — Stock-based compensation expense 239,137 204,039 140,612 Deferred income taxes ( 217,195 ) ( 2,007 ) ( 2,430 ) Foreign currency transaction loss (gain) 1,930 ( 1,386 ) 1,984 Other ( 34 ) 44 98 Changes in operating assets and liabilities, net of impact of business acquisitions: Accounts receivable, net ( 63,519 ) ( 46,353 ) ( 62,187 ) Deferred contract acquisition costs ( 119,834 ) ( 102,017 ) ( 96,755 ) Prepaid expenses and other current assets ( 2,875 ) 1,323 ( 3,427 ) Other assets 1,906 8,525 825 Accounts payable ( 9,998 ) 6,304 21,036 Accrued expenses and other liabilities 18,144 4,310 27,192 Accrued compensation and benefits 17,357 8,324 17,775 Operating lease liabilities ( 12,391 ) ( 11,405 ) ( 8,888 ) Deferred revenue 134,595 95,616 83,780 Net cash provided by operating activities 148,762 35,662 5,672 Cash flows from investing activities Purchases of property and equipment ( 3,450 ) ( 2,684 ) ( 2,485 ) Business acquisitions, net of cash acquired ( 19,100 ) — ( 119,854 ) Purchases of marketable securities ( 536,833 ) ( 270,268 ) — Maturities and redemptions of marketable securities 271,423 — — Capitalization of internal-use software — — ( 4,932 ) Net cash used in investing activities ( 287,960 ) ( 272,952 ) ( 127,271 ) Cash flows from financing activities Proceeds from the issuance of debt — — 575,000 Proceeds from issuance of ordinary shares under employee stock purchase plan 19,135 — — Proceeds from issuance of ordinary shares upon exercise of stock options 20,919 17,471 36,410 Payments of debt issuance costs — — ( 9,283 ) Net cash provided by financing activities 40,054 17,471 602,127 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 4,407 ) 2,822 ( 20,599 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 103,551 ) ( 216,997 ) 459,929 Cash, cash equivalents, and restricted cash, beginning of period 646,640 863,637 403,708 Cash, cash equivalents, and restricted cash, end of period $ 543,089 $ 646,640 $ 863,637 Supplemental disclosures of cash flow information Cash paid for interest $ 25,063 $ 24,136 $ 12,995 Cash paid for income taxes, net $ 24,219 $ 11,581 $ 3,979 Cash paid for operating lease liabilities $ 14,000 $ 13,136 $ 10,101 Supplemental disclosures of non-cash investing and financing information Changes in property and equipment included in accounts payable $ 398 $ 121 $ 150 Operating lease right-of-use assets for new lease obligations $ 11,539 $ 10,902 $ 8,992 Acquisition-related indemnity holdback $ 3,000 $ — $ 6,000 The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents Elastic N.V. Notes to Consolidated Financial Statements Note Page 1. Organization and Description of Business 76 2. Summary of Significant Accounting Policies 76 3. Revenue 84 4. Fair Value Measurements 85 5. Acquisitions 86 6. Balance Sheet Components 87 7. Senior Notes 89 8. Commitments and Contingencies 90 9. Leases 91 10. Ordinary Shares 92 11. Equity Incentive Plans 93 12. Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders 96 13. Income Taxes 97 14. Employee Benefit Plans 101 15. Segment Information 101 16. Restructuring and Other Related Charges 101 75 Table of Contents 1. Organization and Description of Business Elastic N.V. (individually and together with its consolidated subsidiaries, “Elastic” or the “Company”) was incorporated under the laws of the Netherlands in 2012. The Company created the Elastic Stack, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization on that data. Developers build on top of the Elastic Stack to apply the power of search to their data and solve business problems. The Company offers three software solutions built into the Elastic Stack: Search, Observability, and Security. The Elastic Stack and the Company’s solutions are designed to run across hybrid clouds, public or private clouds, and multi-cloud environments. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. Fiscal Year The Company’s fiscal year ends on April 30. References to fiscal 2024, for example, refer to the fiscal year ended April 30, 2024. Use of Estimates and Judgments The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates and assumptions include, but are not limited to, standalone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s initial public offering, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, whether an arrangement is or contains a lease, discount rate used for operating leases, and valuation allowance for deferred income taxes. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments or revise the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Foreign Currency The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each subsidiary in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The Company periodically re-assesses its operations to determine if previous conclusions are still valid. Changes in functional currencies are applied prospectively if the operations encounter a significant and permanent change. For the subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency re-measurement and settlements are included in other income (expense), net in the consolidated statement of operations. For the years ended April 30, 2024, 2023, and 2022, the Company recognized re-measurement losses of $ 3.4 million, $ 0.4 million, and $ 3.6 million, respectively. 76 Table of Contents For subsidiaries where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate shareholders’ equity into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive loss as a component of shareholders’ equity in the consolidated balance sheet. Other Comprehensive Loss The Company’s other comprehensive loss includes net income (loss), unrealized loss on available-for-sale securities, net of taxes, and foreign currency translation adjustments. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents. The carrying amount of the Company’s cash equivalents approximates fair value, due to the short maturities of these instruments. The Company’s restricted cash consists primarily of cash deposits with financial institutions in support of letters of credit in favor of landlords for non-cancelable lease agreements. Cash, cash equivalents, and restricted cash as reported in the Company’s consolidated statements of cash flows includes the aggregate amounts of cash and cash equivalents and the restricted cash as shown on the consolidated balance sheet. Cash, cash equivalents, and restricted cash as reported in the Company’s consolidated statements of cash flows consists of the following (in thousands): As of April 30, 2024 2023 Cash and cash equivalents $ 540,397 $ 644,167 Restricted cash 2,692 2,473 Cash, cash equivalents and restricted cash $ 543,089 $ 646,640 Marketable Securities The Company’s marketable securities consist of highly liquid investment-grade fixed-income securities. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale debt securities as the Company may sell these securities at any time for use in its current operations or for other purposes, including prior to maturity. As a result, the Company has classified its marketable securities within current assets on the consolidated balance sheets. Available-for-sale debt securities are recorded at fair value each reporting period. Premiums and discounts are amortized or accreted over the life of the related available-for-sale debt security as an adjustment to yield using the effective interest method. Interest income is recognized when earned. Unrealized gains and losses on these marketable securities are reported as a separate component of accumulated other comprehensive loss until realized. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. For available-for-debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses are included in accumulated other comprehensive income (loss). 77 Table of Contents Fair Value of Financial Instruments The Company follows ASC 820, Fair Value Measurements and Disclosures, with respect to assets and liabilities that are measured at fair value. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1: Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments consist of cash equivalents, marketable securities, mutual fund investments held in a rabbi trust, accounts receivable, accounts payable, and accrued liabilities. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Marketable securities and mutual fund investments are recorded at fair value. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. The Company invests its excess cash in highly-rated money market funds and in short-term investments. The Company extends credit to customers in the normal course of business. The Company performs credit analyses and monitors the financial health of its customers to reduce credit risk. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management performs ongoing credit evaluations of customers and maintains allowances for potential credit losses on customers’ accounts when deemed necessary. Accounts Receivable, Unbilled Accounts Receivable and Allowance for Credit Losses Accounts receivable primarily consists of amounts billed currently due from customers. The Company’s accounts receivable are subject to collection risk. 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 the Company’s customers to make required payments. The Company determines the need for an allowance for credit losses based upon various factors, including past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions, as well as specific circumstances arising with individual customers. Accounts receivables are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable. The Company does not typically offer right of refund in its contracts. The allowance for credit losses reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio. Unbilled accounts receivable represents amounts for which the Company has recognized revenue, pursuant to the Company’s revenue recognition policy, for fulfilled obligations, but not yet billed. Capitalized Software Development and Implementation Costs Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense in the consolidated statement of operations. 78 Table of Contents Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, and costs related to the development of web-based product are capitalized during the application development stage. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company also capitalizes qualifying implementation costs incurred in a hosting arrangement that is a service contract. These costs are amortized on a straight-line basis over the expected life of the service contract, including consideration of the reasonably certain renewal periods, and are presented in the same income statement line items as the service for the related hosting arrangement. The Company did not capitalize any costs during the years ended April 30, 2024 and 2023. All previously capitalized costs are recorded in other assets, non-current on the consolidated balance sheet. Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the financial statements and any resulting gain or loss is reflected within the consolidated statement of operations. There was no material gain or loss incurred as a result of retirement or sale in the periods presented. Repair and maintenance costs are expensed as incurred. Leases Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. At the lease commencement date, the Company determines the lease classification between finance and operating and recognizes a right-of-use asset and corresponding lease liability for each lease component. A right-of-use asset represents the Company’s right to use an underlying asset and a lease liability represents the Company’s obligation to make payments during the lease term. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component. Leases with an initial term of twelve months or less are classified as short-term leases and therefore are not recognized on the consolidated balance sheets and are expensed on a straight-line basis within the consolidated statement of operations. 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 the Company’s incremental borrowing rate unless the interest rate implicit in the lease is readily determinable. The Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The right-of-use asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives. Acquisitions When the Company acquires a business, the Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their estimated respective fair values. The Company recognizes and measures contract assets and contract liabilities acquired in a business combination on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including, but not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, costs to rebuild developed technology, discount rates and selection of comparable companies. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to other income (expense), net in the consolidated statement of operations. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s shareholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post- acquisition services and recognized as expense over the requisite service period. 79 Table of Contents Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred, but are accounted for as an operating expense in the period in which the costs are incurred. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. Goodwill 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 for accounting and is not amortized. The Company tests goodwill for impairment at least annually, in the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. For the purposes of impairment testing, the Company has determined that it has one operating segment and one reporting unit. The Company’s test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then goodwill will be impaired by the amount that the carrying amount exceeds the implied fair value. There was no impairment of goodwill recorded for the years ended April 30, 2024, 2023, and 2022. Acquired Intangible Assets Acquired amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Useful life (in years) Developed technology 4 - 5 Customer relationships 4 Trade names 4 Impairment of Long-Lived Assets The Company evaluates the recoverability of long-lived assets, including property and equipment and amortizable acquired intangible assets, for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the year ended April 30, 2023, the Company recorded asset impairment charges comprising impairment of operating lease right-of-use assets and the associated furniture, equipment, and leasehold improvements of $ 5.1 million and $ 1.1 million, respectively, for exited leased office spaces associated with the Company’s restructuring plan. See Note 16 for further details. The Company determined that there were no events or changes in circumstances that indicated that its long-lived assets were impaired during the years ended April 30, 2024 and 2022. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property and equipment and amortizable intangible assets. If the estimated useful life assumption for any asset is changed, the remaining unamortized balance would be depreciated or amortized over the revised estimated useful life, on a prospective basis. Revenue Recognition The Company generates revenue primarily from the sale of self-managed subscriptions (which include licenses for proprietary features, support, and maintenance) and from the sale of software-as-a-service (“SaaS”) subscriptions. The Company also generates revenue from services, which consist of consulting and training. 80 Table of Contents Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company’s contracts include varying terms and conditions, and identifying and evaluating the impact of these terms and conditions on revenue recognition requires significant judgment. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the contract with a customer; The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company has concluded that its contracts with customers generally do not contain warranties that give rise to a separate performance obligation. (ii) identification of the performance obligations in the contract; Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. The Company’s self-managed subscriptions include both a license providing the right to use proprietary features in its software, as well as an obligation to provide support (on both open source and proprietary features) and maintenance. The Company’s SaaS products provide access to hosted software as well as support, which the Company considers to be a single performance obligation. Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software. (iii) determination of the transaction price; The transaction price is the total amount of consideration the Company expects to be entitled to in exchange for the subscriptions and services in a contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component. (iv) allocation of the transaction price to the performance obligations; and If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative SSP. The SSP is determined based on the prices at which the Company separately sells these products assuming the majority of these prices fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company derives the SSP using information that may include market conditions and other observable and unobservable inputs which can require significant judgment. There is typically more than one SSP for individual products and services due to the stratification of those products and services by quantity, term of the subscription, sales channel and other circumstances. If one of the performance obligations is outside of the SSP range, the Company allocates the transaction price considering the midpoint of the SSP range. The Company also considers if there are any additional material rights inherent in a contract and, if so, the Company allocates a portion of the transaction price to such rights based on a relative SSP. (v) recognition of revenue when the Company satisfies each performance obligation; Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. Revenue for SaaS offerings that relate to a specified amount of services is recognized on a consumption basis as the customers utilize the services. Revenue from SaaS offerings that are stand-ready arrangements is recognized ratably over the contract period as the Company satisfies the performance obligation. The Company’s self-managed subscriptions include both upfront revenue recognition when the license is delivered as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. 81 Table of Contents Services comprise consulting services as well as public and private training. Revenue from services is recognized as these services are delivered. The Company generates sales directly through its sales team and through its channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted price once all the revenue recognition criteria above are met. To the extent that the Company offers rebates, incentives or joint marketing funds to such channel partners, recorded revenues are reduced by this amount. Channel partners generally receive an order from an end customer prior to placing an order with the Company. Payment from channel partners is not contingent on the partner’s collection from end customers. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, the Company typically invoices customers at the time of entering into the contract. For multi-year agreements, the Company generally invoices customers on an annual basis prior to each anniversary of the contract start date. The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Contract liabilities consist of deferred revenue which is recognized over the contractual period. Deferred Contract Acquisition Costs Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract. Sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for contracts with new customers and incremental sales to existing customers given the substantive difference in commission rates in proportion to their respective contract values. Commissions paid for contracts with new customers and incremental sales to existing customers are amortized over an estimated period of benefit of five years , while commissions paid for renewal contracts are amortized based on the pattern of the associated revenue recognition over the related contractual renewal period for the pool of renewal contracts. The Company determines the period of benefit for commissions paid for contracts with new customers and incremental sales to existing customers by taking into consideration its initial estimated customer life and the technological life of its software and related significant features. Commissions paid on services are typically amortized in accordance with the associated revenue as the commissions paid on new and renewal services are commensurate with each other. Amortization of deferred contract acquisition costs is recognized in sales and marketing expense in the consolidated statement of operations. The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. Cost of Revenue Cost of revenue consists primarily of costs related to providing subscriptions and services to the Company’s customers, including personnel costs (salaries, bonuses and benefits, and stock-based compensation) and related expenses for customer support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization associated with acquired intangible assets, and allocated overhead. Research and Development Research and development costs are expensed as incurred and consist primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation. Research and development costs also include depreciation and allocated overhead. Advertising Advertising costs are charged to operations as incurred and recorded in sales and marketing expense in the consolidated statement of operations. Advertising costs were $ 26.0 million, $ 22.4 million, and $ 19.7 million for the years ended April 30, 2024, 2023, and 2022, respectively. 82 Table of Contents Stock-Based Compensation Compensation expense related to stock awards issued to employees and directors, including stock options and restricted stock units (“RSUs”) and performance share units (“PSUs”) is measured at the fair value on the date of the grant and recognized over the requisite service period. The fair value of stock options and purchase rights issued to employees under the 2022 Employee Stock Purchase Plan (“2022 ESPP”) is estimated on the date of the grant using the Black-Scholes option-pricing model. The fair value of RSUs and PSUs is estimated on the date of the grant based on the fair value of the Company’s underlying ordinary shares. Compensation expense for stock options and RSUs is recognized on a straight-line basis over the requisite service period and over the six-month offering period in the case of the 2022 ESPP. Compensation expense relating to PSUs is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance condition will be satisfied. The Company recognizes forfeitures as they occur. Debt Issuance Costs Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the carrying amount of the outstanding borrowings. Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders The Company calculates basic net earnings (loss) per share by dividing the net income (loss) by the weighted-average number of ordinary shares outstanding during the period, less shares subject to repurchase. Diluted net earnings (loss) per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including stock options, RSUs, and ESPP shares. Treasury Shares Ordinary shares of the Company that are repurchased are recorded as treasury shares at cost and are included as a component of shareholders’ equity. As of April 30, 2024 and 2023, the Company had 35,937 treasury shares that were repurchased at an average price of $ 10.30 per share. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company presents financial information about its operating segment and geographical areas in Note 15. Income Taxes The Company is subject to income taxes in the Netherlands and numerous foreign jurisdictions. These foreign jurisdictions may have different statutory rates than the Netherlands. The Company records a (benefit from) provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon the Company’s evaluation of the facts, circumstances and information available at each period end. For those tax positions where the Company has determined there is a greater than 50 % likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized. 83 Table of Contents Although the Company believes that it has adequately reserved for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. As the Company expands internationally, it will face increased complexity, and the Company’s unrecognized tax benefits may increase in the future. The Company makes adjustments to its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the (benefit from) provision for income taxes in the period in which such determination is made. Recently Adopted Accounting Pronouncements Acquisitions: In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, improving consistency in accounting for acquired revenue contracts with customers in a business combination by requiring that acquirers apply ASC 606 to recognize contract assets and contract liabilities as if they had originated the contracts. If the acquiree prepared its financial statements in accordance with U.S. GAAP, the resulting acquired contract assets and liabilities should generally be consistent with the acquiree’s financial statements. The Company adopted ASU No. 2021-08 on May 1, 2023. The Company’s adoption of this ASU did not have a material impact on its consolidated financial statements. New Accounting Pronouncements Not Yet Adopted Income Taxes: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring enhancements and further transparency to certain income tax disclosures. The new guidance requires consistent categories and greater disaggregation of information in the tax rate reconciliation and information about income taxes paid disaggregated by jurisdiction. The guidance becomes effective for the Company for the fiscal year ending April 30, 2026. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. Segment Reporting: In November 2023, the FASB issued ASU No. 2023-07, S egment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The guidance becomes effective for the Company for fiscal years beginning after April 30, 2024 and interim periods within fiscal years beginning after April 30, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. 3. Revenue Disaggregation of Revenue The following table presents revenue by category (in thousands): Year Ended April 30, 2024 2023 2022 Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Elastic Cloud $ 547,520 43 % $ 424,053 40 % $ 298,615 35 % Other subscription 629,086 50 % 560,709 52 % 500,155 58 % Total subscription 1,176,606 93 % 984,762 92 % 798,770 93 % Services 90,715 7 % 84,227 8 % 63,604 7 % Total revenue $ 1,267,321 100 % $ 1,068,989 100 % $ 862,374 100 % Concentration of Credit Risk One customer, a channel partner, accounted for 13 % and 12 % of net accounts receivable as of April 30, 2024 and April 30, 2023, respectively. The same customer accounted for 11 % of total revenue during the year ended April 30, 2024. No customer accounted for 10% or more of the Company’s total revenue for the years ended April 30, 2023 and 2022. 84 Table of Contents Deferred Revenue The Company recognized revenue of $ 522.8 million, $ 430.7 million, and $ 354.4 million during the years ended April 30, 2024, 2023, and 2022, respectively, that was included in the deferred revenue balance at the beginning of each of the respective periods . Unbilled Accounts Receivable Unbilled accounts receivable is recorded as part of accounts receivable, net in the Company’s consolidated balance sheets. As of April 30, 2024 and April 30, 2023, unbilled accounts receivable was $ 2.5 million and $ 2.2 million, respectively . Remaining Performance Obligations As of April 30, 2024, the Company had $ 1.351 billion of remaining performance obligations. As of April 30, 2024, the Company expects to recognize approximately 88 % of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter. Deferred Contract Acquisition Costs Amortization expense with respect to deferred contract acquisition costs was $ 78.5 million, $ 68.9 million, and $ 60.7 million for the years ended April 30, 2024, 2023, and 2022, respectively. The Company did not recognize any impairment of deferred contract acquisition costs for the years ended April 30, 2024, 2023, and 2022. 4. Fair Value Measurements Financial Assets The following table summarizes assets that are measured at fair value on a recurring basis as of April 30, 2024 (in thousands): Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents: Money market funds $ 180,248 $ — $ — $ 180,248 U.S. treasury securities 35,407 — — 35,407 Corporate debt securities — 699 — 699 Total included in cash and cash equivalents 215,655 699 — 216,354 Marketable securities: Certificates of deposit — 42,972 — 42,972 Commercial paper — 43,051 — 43,051 Municipal securities — 27,806 — 27,806 U.S. treasury securities 112,471 — — 112,471 International treasuries — 12,642 — 12,642 Corporate debt securities — 269,168 — 269,168 U.S. agency bonds — 35,892 — 35,892 Total marketable securities 112,471 431,531 — 544,002 Mutual fund investments (1) 461 — — 461 Total financial assets $ 328,587 $ 432,230 $ — $ 760,817 (1) Mutual fund investments are held in an irrevocable rabbi trust for payment obligations to non-qualified deferred compensation plan participants. The investments are recorded as part of other assets in the Company’s consolidated balance sheets. 85 Table of Contents The following table summarizes assets that are measured at fair value on a recurring basis as of April 30, 2023 (in thousands): Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents: Money market funds $ 194,261 $ — $ — $ 194,261 U.S. agency securities — 27,406 — 27,406 Certificates of deposit — 21,750 — 21,750 Commercial paper — 60,750 — 60,750 Total included in cash and cash equivalents 194,261 109,906 — 304,167 Marketable securities: Certificates of deposit — 31,645 — 31,645 Commercial paper — 33,735 — 33,735 U.S. treasury securities 47,627 — — 47,627 Corporate debt securities — 118,228 — 118,228 U.S. agency bonds — 39,806 — 39,806 Total marketable securities 47,627 223,414 — 271,041 Total financial assets $ 241,888 $ 333,320 $ — $ 575,208 Interest income from the Company’s cash, cash equivalents and marketable securities was $ 28.1 million, $ 17.7 million, and $ 0.2 million for the years ended April 30, 2024, 2023, and 2022, respectively, and is included in other income (expense), net in the consolidated statements of operations. As of April 30, 2024 and April 30, 2023, gross unrealized gains and losses on the marketable securities were insignificant. The fluctuations in market interest rates impacted the unrealized losses or gains on these securities. The fair value of available-for-sale securities, by remaining contractual maturity, are as follows (in thousands): As of April 30, 2024 As of April 30, 2023 Due within 1 year $ 298,876 $ 168,264 Due between 1 year and 3 years 245,126 102,777 Total marketable securities $ 544,002 $ 271,041 Financial Liabilities In July 2021, the Company issued $ 575.0 million aggregate principal amount of 4.125 % Senior Notes due July 15, 2029 (the “Senior Notes”) in a private placement. Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of April 30, 2024 was approximately $ 511.8 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes are categorized as Level 2 for purposes of the fair value measurement hierarchy. 5. Acquisitions Opster Ltd. On November 30, 2023, the Company acquired 100 % of the share capital of Opster Ltd. (“Opster”) for a total purchase consideration of $ 23.0 million. The purchase consideration includes $ 3.0 million held back by the Company for indemnity obligations which will be released upon the 18-month anniversary of the acquisition. 86 Table of Contents The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, and, accordingly, the total purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The total purchase price allocated to developed technology and goodwill was $ 6.0 million and $ 15.9 million, respectively. The fair value assigned to developed technology was determined using the cost to recreate approach. The developed technology asset is being amortized on a straight-line basis over the useful life of 5 years, which approximates the pattern in which the developed technology is utilized. Goodwill resulted primarily from the expectation of enhancing the efficiency and management of the Elastic Stack and is not deductible for income tax purposes. The financial results of Opster have been included in the Company’s consolidated results of operations since the acquisition date. Pro forma and historical results of operations for this acquisition have not been presented as they were not material to the consolidated results of operations. 6. Balance Sheet Components Property and Equipment, Net The cost and accumulated depreciation of property and equipment were as follows (in thousands): Useful Life (in years) As of April 30, 2024 As of April 30, 2023 Leasehold improvements Lesser of estimated useful life or remaining lease term $ 12,683 $ 10,081 Computer hardware and software 3 3,464 2,220 Furniture and fixtures 3 - 5 7,395 6,093 Assets under construction 428 1,734 Total property and equipment 23,970 20,128 Less: accumulated depreciation ( 18,517 ) ( 15,036 ) Property and equipment, net $ 5,453 $ 5,092 Depreciation expense related to property and equipment was $ 3.5 million, $ 3.6 million, and $ 3.9 million for the years ended April 30, 2024, 2023, and 2022, respectively. During the year ended April 30, 2023, the Company recorded asset impairment charges related to the exit from leased office space, which included $ 1.1 million of furniture, equipment, and leasehold improvements. See Note 16 for further details. Intangible Assets, Net Intangible assets consisted of the following as of April 30, 2024 (in thousands): Gross Fair Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) Developed technology $ 76,130 $ 55,489 $ 20,641 2.7 Customer relationships 19,598 19,598 — 0.0 Trade names 2,872 2,872 — 0.0 Total $ 98,600 $ 77,959 $ 20,641 2.7 Foreign currency translation adjustment ( 21 ) Total $ 20,620 87 Table of Contents Intangible assets consisted of the following as of April 30, 2023 (in thousands): Gross Fair Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) Developed technology $ 70,130 $ 43,136 $ 26,994 2.7 Customer relationships 19,598 17,641 1,957 0.4 Trade names 2,872 2,686 186 0.4 Total $ 92,600 $ 63,463 $ 29,137 2.5 Foreign currency translation adjustment ( 33 ) Total $ 29,104 Amortization expense for the intangible assets for the years ended April 30, 2024, 2023, and 2022 was as follows (in thousands): Year Ended April 30, 2024 2023 2022 Cost of revenue – subscription $ 12,353 $ 11,781 $ 10,503 Sales and marketing 2,143 4,887 5,280 Total amortization of acquired intangible assets $ 14,496 $ 16,668 $ 15,783 The expected future amortization expense related to the intangible assets as of April 30, 2024 was as follows (in thousands, by fiscal year): 2025 $ 9,215 2026 6,256 2027 3,244 2028 1,202 2029 703 Total $ 20,620 Goodwill The following table represents the changes to goodwill (in thousands): Carrying Amount Balance as of April 30, 2022 $ 303,906 Foreign currency translation adjustment ( 264 ) Balance as of April 30, 2023 303,642 Addition from acquisition 15,854 Foreign currency translation adjustment ( 116 ) Balance as of April 30, 2024 $ 319,380 There was no impairment of goodwill during the years ended April 30, 2024, 2023, and 2022. 88 Table of Contents Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): As of April 30, 2024 As of April 30, 2023 Accrued expenses $ 34,779 $ 24,163 Income taxes payable 10,596 9,738 Value added taxes payable 8,849 9,403 Accrued interest 6,918 6,918 Other 14,150 13,310 Total accrued expenses and other liabilities $ 75,292 $ 63,532 Accrued Compensation and Benefits Accrued compensation and benefits consisted of the following (in thousands): As of April 30, 2024 As of April 30, 2023 Accrued vacation $ 35,005 $ 30,026 Accrued commissions 34,339 26,175 Accrued payroll and withholding taxes 9,830 6,586 Other 14,517 13,696 Total accrued compensation and benefits $ 93,691 $ 76,483 Allowance for Credit Losses The following is a summary of the changes in the Company’s allowance for credit losses (in thousands): Year Ended April 30, 2024 2023 2022 Beginning balance $ 3,409 $ 2,700 $ 2,344 Bad debt expense 3,864 2,722 2,980 Accounts written off ( 2,294 ) ( 2,013 ) ( 2,624 ) Ending balance $ 4,979 $ 3,409 $ 2,700 7. Senior Notes In July 2021, the Company issued $ 575.0 million aggregate principal amount of Senior Notes in a private placement. Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year. The Company received net proceeds from the offering of the Senior Notes of $ 565.7 million after deducting underwriting commissions of $ 7.2 million and incurred additional issuance costs of $ 2.1 million. Total debt issuance costs of $ 9.3 million are being amortized to interest expense using the effective interest method over the term of the Senior Notes. The Company may redeem the Senior Notes, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100 % of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Company may at its election redeem all or a part of the Senior Notes on or after July 15, 2024, on any one or more occasions, at the redemption prices set forth in the indenture governing the Senior Notes (the “Indenture”), plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40 % of the aggregate principal amount of the Senior Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 104.125 % of the principal amount of the Senior Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. The Company may also at its election redeem the Senior Notes in whole, but not in part, at a price equal to 100 % of the principal amount thereof plus accrued and unpaid interest, if any, if certain changes in tax law occur as set forth in the Indenture. If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Senior Notes at a repurchase price equal to 101 % of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date. 89 Table of Contents The Indenture contains covenants limiting the Company’s ability and the ability of certain subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the Senior Notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. The net carrying amount of the Senior Notes was as follows (in thousands): As of April 30, 2024 As of April 30, 2023 Principal $ 575,000 $ 575,000 Unamortized debt issuance costs ( 6,388 ) ( 7,457 ) Net carrying amount $ 568,612 $ 567,543 The following table sets forth the interest expense recognized related to the Senior Notes (in thousands): Year Ended April 30, 2024 2023 2022 Contractual interest expense $ 23,719 $ 23,719 $ 19,370 Amortization of debt issuance costs 1,069 1,023 803 Total interest expense related to the Senior Notes $ 24,788 $ 24,742 $ 20,173 8. Commitments and Contingencies Cloud Hosting Commitments The table below reflects the Company’s future minimum purchase obligations relating to non-cancelable agreements for cloud hosting as of April 30, 2024 (in thousands): Years Ending April 30, Purchase Obligations 2025 $ 164,457 2026 157,159 2027 102,936 Total $ 424,552 Actual timing may vary depending on services used and total payments under these capacity commitments may be higher than the total minimum depending on services used. Other Purchase Commitments The Company has future purchase obligations related to general corporate services, subscription software and sales and marketing contracts. As of April 30, 2024, the Company had purchase commitments of $ 47.8 million related to these contracts, primarily due within the next twelve months. Letters of Credit The Company had a total of $ 2.3 million in letters of credit outstanding in favor of certain landlords for office space as of April 30, 2024. Legal Matters From time to time, the Company has become involved in claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, financial position or cash flows. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable. 90 Table of Contents Indemnification The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, landlords, contractors and parties performing its research and development. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material. The Company maintains commercial general liability insurance and product liability insurance to offset certain of the Company’s potential liabilities under these indemnification provisions. In addition, the Company indemnifies its officers, directors and certain key employees against certain liabilities that may arise as a result of their affiliation with the Company. To date, there have been no claims under any indemnification provisions. Gain Contingencies From time to time the Company may realize a gain contingency, although recognition will not occur until cash is received or the gain is deemed as realizable. In connection with a favorable settlement of a legal claim, the Company recognized a gain of $ 0.4 million and $ 10.4 million included in other income (expense), net in the accompanying consolidated statements of operations for the years ended April 30, 2024 and 2023, respectively. 9. Leases The Company’s leases provide for rental of corporate office space under non-cancelable operating lease agreements that expire at various dates through fiscal 2030. The Company does not have any finance leases. Lease Costs Components of lease costs included in the consolidated statements of operations were as follows (in thousands): Year Ended April 30, 2024 2023 2022 Operating lease cost $ 12,114 $ 12,411 $ 9,894 Short-term lease cost 1,921 2,217 2,448 Variable lease cost 1,342 726 857 Total lease cost $ 15,377 $ 15,354 $ 13,199 Lease term and discount rate information are summarized as follows: As of April 30, 2024 Weighted average remaining lease term (in years) 2.7 Weighted average discount rate 5.0 % 91 Table of Contents Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of April 30, 2024 were as follows (in thousands, by fiscal year): 2025 $ 13,017 2026 7,543 2027 2,684 2028 2,341 2029 1,022 Thereafter 66 Total minimum lease payments 26,673 Less imputed interest ( 1,588 ) Present value of future minimum lease payments 25,085 Less current lease liabilities ( 12,187 ) Operating lease liabilities, non-current $ 12,898 Future minimum lease payments as of April 30, 2024 include future cash payments on leases with corresponding right-of-use assets which were written down for impairment due to facilities-related cost optimization actions during the year ended April 30, 2023. During the year ended April 30, 2023, the Company recorded an impairment charge of $ 5.1 million related to the exit from leased office space. See Note 16 for further details. Subsequent to April 30, 2024, the Company executed an operating lease agreement for an office space with an expected commencement date in the third quarter of fiscal 2025. The lease term is approximately 11 years with undiscounted future minimum lease payments of approximately $ 12.4 million. 10. Ordinary Shares The Company’s authorized ordinary share capital pursuant to its articles of association amounts to 165 million ordinary shares at a par value per ordinary share of € 0.01 . Each holder of ordinary shares has the right to one vote per ordinary share . The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when proposed by the Company’s board of directors and adopted by the general meeting of shareholders, subject to the prior rights of holders of all classes of shares outstanding having priority rights to dividends. No dividends have been declared from the Company’s inception through April 30, 2024. The board of directors has been authorized by the general meeting of shareholders, on the Company’s behalf, to issue the Company’s ordinary shares and grant rights to acquire the Company’s ordinary shares in an amount up to 20% of the issued share capital of the Company as of August 21, 2023. This authorization is valid for a period of 18 months from October 5, 2023. Ordinary Shares Reserved for Issuance The Company has reserved ordinary shares for issuance as follows: As of April 30, 2024 2023 Stock options issued and outstanding 2,640,423 4,038,238 RSUs issued and outstanding (1) 7,076,836 7,494,399 Available for future grants 20,252,732 17,564,133 Available for 2022 ESPP 5,654,835 6,000,000 Total ordinary shares reserved 35,624,826 35,096,770 (1) Includes 116,523 PSUs issued and outstanding as of April 30, 2024. No PSUs were issued or outstanding as of April 30, 2023. Preference Shares The Company’s authorized preference share capital pursuant to its articles of association amounts to 165 million preference shares at a par value per preference share of € 0.01 . Each holder of preference shares has rights and preferences, including the right to one vote per preference share. As of April 30, 2024, there were no preference shares issued or outstanding. 92 Table of Contents Preference shares in the capital of the Company may currently only be issued pursuant to a resolution adopted by the general meeting of shareholders at the proposal of the board of directors. 11. Equity Incentive Plans 2022 Employee Stock Purchase Plan In August 2022, the Company’s board of directors adopted and, in October 2022, the Company’s shareholders approved the 2022 ESPP. The Company reserved 6.0 million of the Company’s ordinary shares for future purchase and issuance under the 2022 ESPP in January 2023. The 2022 ESPP allows eligible employees to acquire ordinary shares of the Company at a discount at periodic intervals through accumulated payroll deductions. Eligible employees purchase ordinary shares of the Company during a purchase period at 85 % of the market value of the Company’s ordinary shares at either the beginning or end of an offering period, whichever is lower. Offering periods under the 2022 ESPP are approximately six months long and begin on each of March 16 or September 16 or the next trading day thereafter. Under the 2022 ESPP, 345,165 ordinary shares were purchased during the year ended April 30, 2024. No ordinary shares were purchased under the 2022 ESPP during the year ended April 30, 2023. Stock-based compensation expense recognized related to the 2022 ESPP was $ 7.1 million and $ 0.9 million for the years ended April 30, 2024 and 2023, respectively. The fair value of the 2022 ESPP offerings was estimated on the offering date using the Black-Scholes option pricing model with the following assumptions: Year Ended April 30, 2024 2023 Expected term (in years) 0.5 0.5 Expected stock price volatility 47.3 % - 63.3 % 64.0 % Risk-free interest rate 5.4 % - 5.5 % 4.9 % Dividend yield — % — % 2012 Stock Option Plan In September 2012, the Company’s board of directors adopted and the Company’s shareholders approved the 2012 Stock Option Plan, which was amended and restated in September 2018 and further amended in December 2021 (as amended and restated, the “2012 Plan”). Under the 2012 Plan, the board of directors, the compensation committee, as administrator of the 2012 Plan, and any other duly authorized committee may grant stock options and other equity-based awards, such as restricted stock awards (“RSAs”), RSUs, and PSUs, to eligible employees, directors, and consultants to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The Company’s board of directors, compensation committee, or other duly authorized committee determines the vesting schedule for all equity-based awards. Stock options and RSUs granted to employees generally vest over four years , subject to the employees’ continued service to the Company. During the year ended April 30, 2024, the Company granted PSUs that vest over three years with a one-year performance period. The Company’s compensation committee may explicitly deviate from the general vesting schedules in its approval of an equity-based award, as it may deem appropriate. Stock options expire ten years after the date of grant. Stock options, RSAs and RSUs (including PSUs) that are canceled under certain conditions become available for future grant or sale under the 2012 Plan unless the 2012 Plan is terminated. 93 Table of Contents The equity awards available for grant were as follows: Year Ended April 30, 2024 2023 Available at beginning of fiscal year 17,564,133 17,647,684 Awards authorized 4,868,347 4,708,746 Options granted — ( 94,105 ) Options canceled 104,137 143,656 RSUs granted (1) ( 3,399,494 ) ( 6,105,614 ) RSUs canceled (2) 1,115,609 1,263,099 Shares withheld for taxes — 667 Available at end of period 20,252,732 17,564,133 (1) Includes 132,960 PSUs granted during the year ended April 30, 2024. No PSUs were granted during the year ended April 30, 2023. (2) Includes 16,437 PSUs canceled during the year ended April 30, 2024. No PSUs were canceled during the year ended April 30, 2023. Stock Incentive Plans Assumed in Acquisitions In connection with acquisitions completed in prior years, the Company assumed certain unvested stock options that were outstanding on the date of the respective acquisitions. The assumed stock options will continue to be outstanding and will be governed by the provisions of their respective plans and are included in the stock option activity table below. Stock Options The following table summarizes stock option activity: Stock Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance as of April 30, 2022 5,219,124 $ 29.41 6.22 $ 266,021 Stock options granted 94,105 $ 82.24 Stock options exercised ( 1,127,036 ) $ 15.55 Stock options canceled ( 143,656 ) $ 78.69 Stock options assumed in acquisition canceled ( 4,299 ) $ 47.63 Balance as of April 30, 2023 4,038,238 $ 32.74 5.35 $ 134,778 Stock options exercised ( 1,292,375 ) $ 16.19 Stock options canceled ( 104,137 ) $ 98.35 Stock options assumed in acquisition canceled ( 1,303 ) $ 76.12 Balance as of April 30, 2024 2,640,423 $ 38.23 4.67 $ 178,081 Exercisable as of April 30, 2024 2,395,257 $ 32.69 4.40 $ 173,413 Aggregate intrinsic value represents the difference between the exercise price of the stock options to purchase the Company’s ordinary shares and the fair value of the Company’s ordinary shares. The weighted-average grant-date fair value per share of stock options granted was $ 48.56 for the year ended April 30, 2023. No stock options were granted during the year ended April 30, 2024. As of April 30, 2024, the Company had unrecognized stock-based compensation expense of $ 13.0 million related to unvested stock options that the Company expects to recognize over a weighted-average period of 1.66 years. 94 Table of Contents RSUs The following table summarizes RSU activity under the 2012 Plan: Number of Awards Weighted-Average Grant Date Fair Value Outstanding and unvested at April 30, 2022 4,717,548 $ 108.44 RSUs granted 6,105,614 $ 60.08 RSUs released ( 2,065,664 ) $ 94.01 RSUs canceled ( 1,263,099 ) $ 99.51 Outstanding and unvested at April 30, 2023 7,494,399 $ 74.52 RSUs granted (1) 3,399,494 $ 102.23 RSUs released ( 2,701,448 ) $ 80.51 RSUs canceled (2) ( 1,115,609 ) $ 75.60 Outstanding and unvested at April 30, 2024 7,076,836 $ 85.38 (1) Includes 132,960 PSUs granted during the year ended April 30, 2024. No PSUs were granted during the year ended April 30, 2023. (2) Includes 16,437 PSUs canceled during the year ended April 30, 2024. No PSUs were canceled during the year ended April 30, 2023. During the year ended April 30, 2024, the Company granted 132,960 PSUs subject to performance and service conditions, with a grant-date fair value of $ 9.1 million, to certain executives. The PSUs become eligible to vest based on the level of the Company’s achievement against a revenue-based performance goal for fiscal 2024. The amount that may be earned ranges from 0 % to 200 % of the eligible PSUs. Subject to the executives’ continued service to the Company through the applicable vesting date, one-third of the eligible PSUs will vest following the end of fiscal 2024 and, thereafter, one-eighth of the remaining eligible PSUs will vest on a quarterly basis over two years. In the event that an executive’s continuous service to the Company ceases, any associated unvested PSUs will immediately terminate and be forfeited. As of April 30, 2024, the Company had unrecognized stock-based compensation expense of $ 558.2 million related to RSUs (including PSUs) that the Company expects to recognize over a weighted-average period of 2.79 years. Determination of Fair Value The determination of the fair value of stock-based options on the date of grant using an option pricing model is affected by the fair value of the Company’s ordinary shares, as well as assumptions regarding a number of complex and subjective variables. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options, which requires the use of assumptions including actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s ordinary shares, the risk-free interest rate, and expected dividends. Fair Value of Ordinary Shares: Subsequent to the Company’s initial public offering (“IPO”) on October 8, 2018, the fair value of the underlying ordinary shares is determined by the closing price, on the date of the grant, of the Company’s ordinary shares, which are traded publicly on the New York Stock Exchange. Prior to the IPO, the fair value of ordinary shares underlying the stock awards had historically been determined by the board of directors, with input from the Company’s management. The board of directors previously determined the fair value of the ordinary shares at the time of grant of the awards by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preference shares, sales of ordinary shares to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s ordinary shares, and general and industry-specific economic outlook. Expected Term: The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected Volatility: Since the Company has limited trading history of its ordinary shares, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term. Dividend Rate: The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so. 95 Table of Contents The Company’s expected volatility and expected term involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model and, ultimately, the expense that will be recognized over the life of the option. The fair value of stock options granted and assumed was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Year Ended April 30, 2024 2023 2022 Expected term (in years) N/A 6.02 5.52 - 6.08 Expected stock price volatility N/A 60.7 % - 62.0 % 59.6 % - 60.2 % Risk-free interest rate N/A 3.1 % - 3.4 % 1.4 % - 1.8 % Dividend yield N/A — % — % Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s consolidated statements of operations was as follows (in thousands): Year Ended April 30, 2024 2023 2022 Cost of revenue Subscription $ 8,774 $ 8,308 $ 8,368 Services 12,539 9,435 6,463 Research and development 93,588 80,170 59,911 Sales and marketing 78,069 68,943 45,798 General and administrative 46,167 37,183 20,654 Stock-based compensation expense, net of amounts capitalized 239,137 204,039 141,194 Capitalized stock-based compensation expense — — 188 Total stock-based compensation expense $ 239,137 $ 204,039 $ 141,382 12. Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders The following table sets forth the computation of basic and diluted net earnings (loss) per share attributable to ordinary shareholders (in thousands, except share and per share data): Year Ended April 30, 2024 2023 2022 Numerator: Net income (loss) $ 61,720 $ ( 236,161 ) $ ( 203,848 ) Denominator: Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders Basic 99,646,231 95,729,844 92,547,145 Diluted 103,980,132 95,729,844 92,547,145 Net earnings (loss) per share attributable to ordinary shareholders Basic $ 0.62 $ ( 2.47 ) $ ( 2.20 ) Diluted $ 0.59 $ ( 2.47 ) $ ( 2.20 ) 96 Table of Contents The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net earnings (loss) per share attributable to ordinary shareholders for the periods presented because the impact of including them would have been antidilutive: Year Ended April 30, 2024 2023 2022 Stock options 634,519 4,038,238 5,219,124 RSUs 1,496,213 7,494,399 4,717,548 2022 ESPP 4,010 197,077 — Total 2,134,742 11,729,714 9,936,672 13. Income Taxes The Company is incorporated in the Netherlands but operates in various countries with differing tax laws and rates. The geographical breakdown of loss before (benefit from) provision for income taxes is summarized as follows (in thousands): Year Ended April 30, 2024 2023 2022 Dutch $ ( 233,089 ) $ ( 283,010 ) $ ( 261,097 ) Foreign 110,333 66,133 63,308 Loss before income taxes $ ( 122,756 ) $ ( 216,877 ) $ ( 197,789 ) The components of the (benefit from) provision for income taxes were as follows (in thousands): Year Ended April 30, 2024 2023 2022 Current: Dutch $ 4,297 $ 2,910 $ 2,187 Foreign 24,558 17,042 6,892 Total current tax expense 28,855 19,952 9,079 Deferred: Dutch 43 ( 71 ) ( 105 ) Foreign ( 213,374 ) ( 597 ) ( 2,915 ) Total deferred tax income ( 213,331 ) ( 668 ) ( 3,020 ) Total (benefit from) provision for income taxes $ ( 184,476 ) $ 19,284 $ 6,059 97 Table of Contents The Company’s effective tax rate substantially differed from the Dutch statutory tax rate of 25.8% primarily due to the release of the valuation allowance for most of the United States deferred tax assets and waiver of certain deductions subject to the Base Erosion Anti-Abuse Tax (“BEAT”). A reconciliation of income taxes at the statutory income tax rate to the (benefit from) provision for income taxes included in the consolidated statements of operations is as follows (in thousands, except for rates): Year Ended April 30, 2024 2023 2022 Tax Rate Tax Rate Tax Rate Dutch statutory income tax $ ( 31,671 ) 25.8 % $ ( 55,954 ) 25.8 % $ ( 49,448 ) 25.0 % Foreign income taxed at different rates ( 2,406 ) 2.0 % ( 1,305 ) 0.6 % ( 2,197 ) 1.1 % Stock-based compensation ( 10,296 ) 8.4 % 5,018 ( 2.3 ) % ( 31,372 ) 15.9 % Tax credits ( 10,149 ) 8.3 % ( 7,349 ) 3.4 % ( 10,834 ) 5.5 % Change in valuation allowance ( 186,166 ) 151.6 % 69,271 ( 31.9 ) % 91,841 ( 46.4 ) % Intellectual Property (“IP”) migration 7,353 ( 6.0 ) % — — % — — % BEAT waiver election 40,141 ( 32.7 ) % — — % — — % Foreign-Derived Intangible Income (“FDII”) exclusion ( 2,328 ) 1.9 % — — % — — % Executive compensation 4,091 ( 3.3 ) % — — % — — % Deferred tax asset revaluation — — % 6 — % ( 302 ) 0.2 % Foreign withholding taxes 2,864 ( 2.3 ) % 3,201 ( 1.5 ) % 1,773 ( 0.9 ) % Other 4,091 ( 3.4 ) % 6,396 ( 3.0 ) % 6,598 ( 3.5 ) % (Benefit from) provision for income taxes $ ( 184,476 ) 150.3 % $ 19,284 ( 8.9 ) % $ 6,059 ( 3.1 ) % Deferred Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Management assesses whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets are reduced by a valuation allowance where management has concluded it is more likely than not that the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with the Company’s plans and estimates. 98 Table of Contents Significant components of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands): As of April 30, 2024 2023 Deferred tax assets: Accrued compensation $ 5,324 $ 3,799 Net operating loss carryforward 547,590 533,051 Intangible assets 5,768 — Deferred revenue 8,057 7,690 Stock-based compensation 18,858 13,950 Tax credits 31,373 28,048 Disallowed interest expense 12,380 10,546 Lease liabilities 3,706 4,320 Other 6,657 5,045 Gross deferred tax assets 639,713 606,449 Less valuation allowance ( 386,882 ) ( 575,557 ) Total deferred tax assets 252,831 30,892 Deferred tax liabilities: Deferred contract acquisition costs ( 37,005 ) ( 27,988 ) Intangible assets — ( 1,740 ) Right of use assets ( 2,546 ) ( 2,862 ) Gross deferred tax liabilities ( 39,551 ) ( 32,590 ) Net deferred tax assets (liabilities) $ 213,280 $ ( 1,698 ) The valuation allowance for deferred tax assets as of April 30, 2024 and 2023 was $ 386.9 million and $ 575.6 million, respectively. As the Company has generated losses since inception in the Netherlands and is anticipated to have cumulative losses for the foreseeable future, management maintains a full valuation allowance against the net deferred tax assets in this jurisdiction. In addition, the United Kingdom jurisdiction is also anticipated to have cumulative losses for the foreseeable future and, as such, a valuation allowance has been established for this jurisdiction. The valuation allowance in the Netherlands and United Kingdom increased by $ 61.2 million and decreased by $ 0.2 million, respectively, for the year ended April 30, 2024 and increased by $ 80.1 million and less than $ 0.1 million, respectively, for the year ended April 30, 2023. The income tax benefit was primarily due to the release of the valuation allowance for U.S. federal and certain state deferred tax assets of $ 250.7 million. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, positive and negative evidence related to the likelihood of realization of the deferred tax assets is considered to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2024, based on all available positive and negative evidence, having demonstrated sustained profitability which is objective and verifiable, and taking into account anticipated future earnings, the Company has concluded that it is more likely than not that the majority of its U.S. federal and certain states’ deferred tax assets will be realizable. The Company continues to maintain a valuation allowance against its California and certain other states’ deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not yet met the “more likely than not” realization criteria. The valuation allowance in the United States decreased by $ 250.7 million for the year ended April 30, 2024 due to the valuation allowance release and decreased by $ 3.6 million for the year ended April 30, 2023. The valuation allowance for the Netherlands deferred tax assets as of April 30, 2024 and 2023 was $ 344.5 million and $ 283.3 million, respectively, the valuation allowance for the United States deferred tax assets as of April 30, 2024 and 2023 was $ 23.0 million and $ 272.7 million, respectively, and the valuation allowance for the United Kingdom deferred tax assets as of April 30, 2024 and 2023 was $ 19.4 million and $ 19.5 million, respectively. To the extent sufficient positive evidence becomes available, the Company may release all or a portion of the valuation allowance in one or more future periods. A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded. 99 Table of Contents As of April 30, 2024, the Company had net operating loss (“NOL”) carryforwards for Netherlands, United States (federal and state, respectively) and United Kingdom income tax purposes of $ 1.237 billion, $ 806.9 million, $ 641.7 million and $ 78.2 million, respectively, which begin to expire in the years ending April 30, 2037 and April 30, 2025 for the United States (federal and state, respectively), with Netherlands and United Kingdom losses being carried forward indefinitely. The Company also has research and development tax credit carryforwards for United States (federal and state, respectively), Canada, Spain, and France for income tax purposes of $ 31.7 million, $ 9.3 million, $ 1.9 million, $ 0.8 million, and $ 0.2 million, respectively, which begin to expire on April 30, 2038, April 30, 2025, April 30, 2042, April 30, 2041, and April 30, 2025, respectively. The deferred tax assets associated with the NOL carryforwards and other tax attributes in the Netherlands and the United Kingdom are subject to a full valuation allowance. Uncertain Tax Positions The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon the Company’s evaluation of the facts, circumstances and information available at each period end. Although the Company believes that it has adequately reserved for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. As the Company continues to grow in size, it will face increased complexity, and the Company’s unrecognized tax benefits may increase in the future. The Company adjusts its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The Company had unrecognized tax benefits of $ 22.7 million as of April 30, 2024, of which none would impact the effective tax rate before consideration of any valuation allowance. The activity within the Company’s unrecognized tax benefits is summarized as follows (in thousands): As of April 30, 2024 2023 2022 Balance as of beginning of year $ 18,157 $ 16,622 $ 13,656 Increase (decrease) related to tax positions taken in prior periods 1,201 ( 1,050 ) ( 1,029 ) Increase related to tax positions taken in the current period 3,333 2,585 3,995 Balance as of end of year $ 22,691 $ 18,157 $ 16,622 Approximately $ 1.2 million of the increase for the year ended April 30, 2024 for tax positions taken in prior periods is due to the filing of tax returns during the fiscal year. Approximately $ 3.3 million of the increase in tax positions related to the current period is primarily from the research and development tax credits generated for the year ended April 30, 2024. The Company’s policy is to recognize penalties and interest accrued on any unrecognized tax benefits as a component of income tax expense. The Company recognized interest and penalties of $ 0.2 million for both of the years ended April 30, 2024 and 2023, and $ 0.3 million for the year ended April 30, 2022. The amount of accrued interest and penalties recorded on the consolidated balance sheet as of April 30, 2024 and 2023 was $ 0.4 million and $ 0.2 million, respectively. The Company is subject to periodic examination of income tax returns by various domestic and international tax authorities. During the year ended April 30, 2024, the Company was subject to new audits by various tax authorities. The Company does not anticipate any significant increases or decreases in its uncertain tax positions within the next twelve months. The Company files tax returns in multiple jurisdictions, including the Netherlands and United States. The Company’s tax filings for fiscal years starting with the year ended April 30, 2018 remain open in various tax jurisdictions. 100 Table of Contents Dutch income taxes and non-Dutch withholding taxes associated with the repatriation of earnings or for temporary differences related to investments in non-Dutch subsidiaries, excluding the U.S subsidiaries, have not been provided for, as the Company intends to reinvest the earnings of such subsidiaries indefinitely or the Company has concluded that an immaterial additional tax liability would arise on the distribution of such earnings. Earnings from the Company’s U.S. subsidiaries are treated as being currently repatriated back to the Netherlands, even though no Dutch income taxes or U.S. withholding taxes regarding to such repatriations are recorded due to the Netherlands participation exemption provisions and exemption from withholding taxes under the income tax treaty between the Netherlands and the United States. As of April 30, 2024, there were cumulative earnings of $ 212.2 million from the non-U.S. subsidiaries. If such earnings were to be repatriated, they would be exempt from taxation in the Netherlands and the amount of dividend withholding taxes from such foreign jurisdictions would be $ 4.4 million, due to the various income tax treaties between the Netherlands and the respective foreign jurisdictions. 14. Employee Benefit Plans The Company has a defined-contribution plan in the United States intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company has contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all the expenses incurred for administering the 401(k) Plan are paid by the Company. The 401(k) Plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company makes contributions to the 401(k) Plan of up to 6 % of the participating employee’s W-2 earnings and wages. The Company recorded $ 18.4 million, $ 17.9 million, and $ 15.2 million of expense for the years ended April 30, 2024, 2023, and 2022, respectively related to the 401(k) Plan. The Company also has defined-contribution plans in certain other countries for which the Company recorded $ 12.7 million, $ 9.4 million, and $ 7.2 million of expense for the years ended April 30, 2024, 2023, and 2022, respectively. 15. Segment Information The following table summarizes the Company’s total revenue by geographic area based on the location of customers (in thousands): Year Ended April 30, 2024 2023 2022 United States $ 730,488 $ 626,688 $ 481,589 Rest of world 536,833 442,301 380,785 Total revenue $ 1,267,321 $ 1,068,989 $ 862,374 Other than the United States, no individual country exceeded 10% or more of total revenue during the periods presented. The following table presents the Company’s long-lived assets, including property and equipment, net, and operating lease right-of-use assets, by geographic region (in thousands): As of April 30, 2024 2023 United States $ 10,571 $ 13,476 The Netherlands 3,716 4,597 United Kingdom 3,470 2,797 Rest of world 8,202 4,219 Total long-lived assets $ 25,959 $ 25,089 16. Restructuring and Other Related Charges During the three months ended April 30, 2024, the Company initiated a plan to realign business and strategic priorities which resulted in a reduction of the Company’s workforce. In connection with this plan, the Company incurred charges of $ 4.2 million primarily consisting of employee-related severance and termination benefits during the year ended April 30, 2024. The execution of this plan is expected to be substantially completed during the first quarter of fiscal 2025. 101 Table of Contents The following table presents activity related to the liability, which is recorded in accrued compensation and employee benefits in the consolidated balance sheet, for restructuring-related employee severance and benefits for the year ended April 30, 2024 (in thousands): Year Ended April 30, 2024 Beginning balance $ — Incurred during the period 4,217 Paid during the period ( 589 ) Foreign currency translation adjustment ( 2 ) Ending balance $ 3,626 On November 30, 2022, the Company announced and began implementing a plan to align its investments more closely with its strategic priorities by reducing the Company’s workforce by approximately 13 % and implementing certain facilities-related cost optimization actions. In connection with this restructuring plan, the Company recorded employee-related severance and other termination benefits of $ 0.8 million and $ 23.3 million during the years ended April 30, 2024 and 2023, respectively. The Company also recorded facilities-related charges of $ 6.2 million during the year ended April 30, 2023. The facilities-related charges included impairment of operating lease right-of-use assets and the associated furniture, equipment, and leasehold improvements of $ 5.1 million and $ 1.1 million, respectively, for the exited leased office spaces. The execution of this restructuring plan was completed during the first quarter of fiscal 2024. 102 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.