What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-21 compared with 2024-03-26 · 511 added, 291 removed, 1186 unchanged (40% of the section changed)

52 unchanged sentences

We have served as the Company’s auditor since 2019.

Tab le of Contents

SNOWFLAKE INC.

24 unchanged sentences

Total current liabilities 3,301,183 2,731,230

Convertible senior notes, net

Operating lease liabilities, non-current 377,818 254,037

9 unchanged sentences

$ 0.0001 par value per share;

2,500,000 Class A shares authorized, 334,453 and 323,305 shares issued and outstanding as of January 31, 2024 and 2023, respectively (excluding 200 shares and zero shares of treasury stock held by a wholly-owned subsidiary as of January 31, 2024 and 2023, respectively (1) );

2,500,000 Class A shares authorized;

334,301 and 334,453 shares issued as of January 31, 2025 and 2024, respectively (1) ;

333,865 and 333,961 shares outstanding as of January 31, 2025 and 2024, respectively (1) ;

185,461 Class B shares authorized, zero shares issued and outstanding as of each January 31, 2025 and 2024

Treasury stock, at cost;

492 shares and zero shares held as of January 31, 2024 and 2023, respectively

436 shares and 492 shares held as of January 31, 2025 and 2024, respectively (1)

( 59,505 ) ( 67,140 )

Additional paid-in capital 10,355,211 9,331,238

9 unchanged sentences

(1) In connection with a business combination completed on December 20, 2023, the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries, in exchange for a noncontrolling equity interest in the acquired company that was held by the subsidiary prior to this business combination.

These shares are treated as treasury stock for accounting purposes.

See Note 7, “Business Combinations,” for further details.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

These shares are not reflected in the Company’s consolidated balance sheets.

See Note 7, “Business Combinations,” and Note 12, “Equity,” for further details.

See accompanying notes to consolidated financial statements.

Tab le of Contents

SNOWFLAKE INC.

13 unchanged sentences

Interest income 209,009 200,663 73,839

Interest expense

( 2,759 ) — —

Other income (expense), net ( 35,339 ) 44,887 ( 47,565 )

1 unchanged sentence

Provision for (benefit from) income taxes

4,113 ( 11,233 ) ( 18,467 )

Net loss ( 1,289,212 ) ( 837,990 ) ( 797,526 )

3 unchanged sentences

Net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted (1)

Class A common stockholders—basic and diluted

$ ( 3.86 ) $ ( 2.55 ) $ ( 2.50 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted (1)

328,001 318,730 300,273

Class A common stockholders—basic and diluted

332,707 328,001 318,730

(1) On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock, pursuant to the terms of the Company’s amended and restated certificate of incorporation.

No additional shares of Class B common stock will be issued following such conversion.

See Note 11, “Equity,” for further details.

See accompanying notes to consolidated financial statements.

Tab le of Contents

SNOWFLAKE INC.

5 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustments — ( 1,367 ) ( 918 )

Net change in unrealized gains or losses on available-for-sale debt securities

5,982 30,760 ( 20,619 )

2 ( 708 ) ( 1,367 )

Total other comprehensive income (loss)

7 unchanged sentences

See accompanying notes to consolidated financial statements.

Tab le of Contents

SNOWFLAKE INC.

1 unchanged sentence

(in thousands, except per share data)

Class A and Class B

Common Stock (1)

Class A Common Stock (1)

Treasury Stock (1)

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated

Deficit Total Snowflake Inc.

Stockholders’ Equity

Noncontrolling Interest Total

Stockholders’ Equity Noncontrolling Interest Total

Stockholders’

4 unchanged sentences

Issuance of common stock under employee stock purchase plan 286 — — — 40,931 — — 40,931 — 40,931

Issuance of common stock in connection with a business combination 1,916 — — — 438,916 — — 438,916 — 438,916

Issuance of common stock in connection with a business combination subject to future vesting 409 — — — — — — — — —

Vesting of early exercised stock options — — — — 244 — — 244 — 244

Vesting of restricted stock units 3,348 — — — — — — — — —

Shares withheld related to net share settlement of equity awards ( 1,149 ) — — — ( 184,702 ) — — ( 184,702 ) — ( 184,702 )

Stock-based compensation — — — — 890,950 — — 890,950 — 890,950

Capital contributions from noncontrolling interest holders — — — — — — — — 13,000 13,000

Other comprehensive loss — — — — — ( 21,986 ) — ( 21,986 ) — ( 21,986 )

5 unchanged sentences

Issuance of common stock in connection with a business combination (1)

896 — — — 174,284 — — 174,284 — 174,284

Issuance of common stock in connection with a business combination subject to future vesting 385 — — — — — — — — —

2 unchanged sentences

Shares withheld related to net share settlement of equity awards ( 2,296 ) — — — ( 387,596 ) — — ( 387,596 ) — ( 387,596 )

Repurchases of common stock as treasury stock — — ( 500 ) ( 68,299 ) — — — ( 68,299 ) — ( 68,299 )

Repurchases and retirement of common stock, including transaction costs ( 3,512 ) — — — — — ( 523,433 ) ( 523,433 ) — ( 523,433 )

Reissuance of treasury stock upon settlement of equity awards — — 8 1,159 ( 1,132 ) — — 27 — 27

Stock-based compensation — — — — 1,216,374 — — 1,216,374 — 1,216,374

Capital contributions from noncontrolling interest holders — — — — — — — — 13,000 13,000

Other comprehensive loss — — — — — ( 21,986 ) — ( 21,986 ) — ( 21,986 )

Other comprehensive income — — — — — 30,052 — 30,052 — 30,052

Net loss — — — — — — ( 836,097 ) ( 836,097 ) ( 1,893 ) ( 837,990 )

3 unchanged sentences

Issuance of common stock under employee stock purchase plan 660 — — — 77,053 — — 77,053 — 77,053

Issuance of common stock in connection with a business combination (excluding 200 shares issued to a wholly-owned subsidiary (2) )

Issuance of common stock in connection with business combinations 513 — — — 87,706 — — 87,706 — 87,706

Issuance of common stock in connection with business combinations subject to future vesting 445 — — — — — — — — —

Cancellation of common stock issued in connection with business combinations (1)

( 76 ) — — — ( 67 ) — — ( 67 ) — ( 67 )

Issuance of common stock in connection with a business combination subject to future vesting 385 — — — — — — — — —

Vesting of early exercised stock options — — — — 163 — — 163 — 163

Vesting of restricted stock units 9,859 2 — — ( 2 ) — — — — —

Shares withheld related to net share settlement of equity awards ( 3,381 ) — — — ( 489,555 ) — — ( 489,555 ) — ( 489,555 )

Repurchases of common stock as treasury stock

Repurchases and retirement of common stock, including transaction costs

( 14,765 ) ( 2 ) — — — — ( 1,932,331 ) ( 1,932,333 ) — ( 1,932,333 )

Repurchases and retirement of common stock ( 3,512 ) — — — — — ( 523,433 ) ( 523,433 ) — ( 523,433 )

Reissuance of treasury stock upon settlement of equity awards — — 56 7,635 ( 7,493 ) — — 142 — 142

— — 8 1,159 ( 1,132 ) — — 27 — 27

Purchases of capped calls related to convertible senior notes — — — — ( 195,500 ) — — ( 195,500 ) — ( 195,500 )

Stock-based compensation — — — — 1,507,134 — — 1,507,134 — 1,507,134

Other comprehensive income — — — — — 5,984 — 5,984 — 5,984

— — — — — 30,052 — 30,052 — 30,052

Net loss — — — — — — ( 1,285,640 ) ( 1,285,640 ) ( 3,572 ) ( 1,289,212 )

2 unchanged sentences

________________

No additional shares of Class B common stock will be issued following such conversion.

See Note 11, “Equity,” for further details.

These shares are treated as treasury stock for accounting purposes.

See Note 7, “Business Combinations,” for further details.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

These shares are not reflected in the Company’s consolidated statements of stockholders’ equity.

See Note 7, “Business Combinations,” and Note 12, “Equity,” for further details.

See accompanying notes to consolidated financial statements.

Tab le of Contents

SNOWFLAKE INC.

14 unchanged sentences

31,420 ( 46,809 ) 46,435

Amortization of debt issuance costs

Deferred income tax ( 7,671 ) ( 26,762 ) ( 26,664 )

19 unchanged sentences

Maturities and redemptions of investments 2,802,082 3,670,867 3,657,072

Settlement of cash flow hedges

Net cash provided by (used in) investing activities

5 unchanged sentences

Repurchases of common stock ( 1,932,333 ) ( 591,732 ) —

Capital contributions from noncontrolling interest holders — 13,000 —

Tab le of Contents

Fiscal Year Ended January 31,

1 unchanged sentence

Payments of deferred purchase consideration for business combinations

Net cash provided by (used in) financing activities ( 854,103 ) ( 92,624 ) 178,198

( 250 ) — ( 1,800 )

Gross proceeds from issuance of convertible senior notes

2,300,000 — —

Cash paid for issuance costs on convertible senior notes

( 31,230 ) — —

Purchases of capped calls related to convertible senior notes

( 195,500 ) — —

Capital contributions from noncontrolling interest holders — — 13,000

Net cash used in financing activities

( 226,523 ) ( 854,103 ) ( 92,624 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 6,186 ) ( 2,031 ) ( 933 )

6 unchanged sentences

Property and equipment included in accounts payable and accrued expenses $ 36,061 $ 17,463 $ 6,317

Stock-based compensation included in capitalized software development costs $ 48,181 $ 28,467 $ 23,620

Stock-based compensation included in capitalized internal-use software development costs

$ 38,493 $ 48,181 $ 28,467

Issuance of common stock in connection with business combinations

6 unchanged sentences

See accompanying notes to consolidated financial statements.

Tab le of Contents

SNOWFLAKE INC.

2 unchanged sentences

Snowflake Inc.

(Snowflake or the Company) provides a cloud-based data platform, which enables customers to consolidate data into a single source of truth to drive meaningful insights, apply AI to solve business problems, build data applications, and share data and data products.

(Snowflake or the Company) provides a cloud-based data platform, which enables customers to consolidate data into a single source of truth to drive meaningful insights, apply artificial intelligence (AI) to solve business problems, build data applications, and share data and data products.

The Company provides its platform through a customer-centric, consumption-based business model, only charging customers for the resources they use.

Through its platform, the Company delivers the Data Cloud, a network where Snowflake customers, partners, developers, data providers, and data consumers can break down data silos and derive value from rapidly growing data sets in secure, governed, and compliant ways.

Through its platform, the Company delivers the AI Data Cloud, a network where Snowflake customers, partners, developers, data providers, and data consumers can break down data silos and derive value from a growing number of data sets in secure, governed, and compliant ways.

Snowflake was incorporated in the state of Delaware on July 23, 2012.

11 unchanged sentences

The Company has a single operating and reportable segment.

The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

The Company’s chief operating decision maker (CODM) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis, including, but not limited to, the Company’s consolidated net loss, for purposes of making operating decisions, assessing financial performance, and allocating resources.

Tab le of Contents

The following table presents selected financial information with respect to the Company’s single operating segment (in thousands):

Fiscal Year Ended January 31,

2025 2024 2023

$ 3,626,396 $ 2,806,489 $ 2,065,659

Cost of revenue and operating expenses:

Cost of product revenue (1)(2)

992,069 701,200 547,547

Cost of professional services and other revenue (2)

222,604 197,358 169,993

Sales and marketing (2)

1,672,092 1,391,747 1,106,507

Research and development (2)

1,783,379 1,287,949 788,058

General and administrative (2)

412,262 323,008 295,821

Interest income ( 209,009 ) ( 200,663 ) ( 73,839 )

Interest expense 2,759 — —

Other (income) expense, net

35,339 ( 44,887 ) 47,565

Provision for (benefit from) income taxes 4,113 ( 11,233 ) ( 18,467 )

Net loss $ ( 1,289,212 ) $ ( 837,990 ) $ ( 797,526 )

________________

(1) For the fiscal years ended January 31, 2025, 2024, and 2023, respectively, approximately 65 %, 67 %, and 71 % of cost of product revenue represented third-party cloud infrastructure expenses incurred in connection with the customers’ use of the Snowflake platform and the deployment and maintenance of the platform on public clouds, including different regional deployments.

(2) For the fiscal years ended January 31, 2025, 2024, and 2023, respectively, approximately 37 %, 38 %, and 38 % of the Company’s total cost of revenue and operating expenses were comprised of personnel-related expenses, excluding stock-based compensation and associated payroll taxes.

These expenses consist primarily of salaries, benefits, bonuses, sales commissions and draws paid to the Company’s sales force and certain referral fees paid to third parties, including amortization of deferred commissions, and associated payroll taxes.

They also include salaries, benefits and bonuses allocated as part of overhead costs.

See Note 12, “Equity,” for details regarding the Company’s stock-based compensation.

The measure of segment assets is the total assets on the Company’s consolidated balance sheets.

See the Company’s consolidated financial statements for other financial information regarding its operating segment.

For information regarding the Company’s revenue by geographic area, see Note 3, “Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations.”

9 unchanged sentences

Such estimates include, but are not limited to, stand-alone selling prices (SSP) for each distinct performance obligation, internal-use software development costs, the expected period of benefit for deferred commissions, the fair value of intangible assets acquired in business combinations, the useful lives of long-lived assets, the carrying value of operating lease right-of-use assets, stock-based compensation, accounting for income taxes, and the fair value of investments in marketable and non-marketable securities.

Tab le of Contents

The Company bases its estimates on historical experience and also on assumptions that management considers reasonable.

24 unchanged sentences

Under capacity arrangements, from which a majority of revenue is derived, the Company typically bills its customers annually in advance of their consumption.

Revenue from on-demand arrangements typically relates to customers with lower usage levels or overage consumption beyond a customer’s contracted usage amount or following the expiration of a customer’s contract.

Revenue from on-demand arrangements typically relates to customers with lower usage levels or overage consumption beyond a customer’s contracted usage amount under a capacity contract or following the expiration of a customer’s capacity contract.

Revenue from on-demand arrangements represented approximately 2 %, 3 %, and 2 % of the Company’s revenue for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

7 unchanged sentences

In many cases, customer contracts permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity.

Tab le of Contents

Customer contracts are generally non-cancelable during the contract term, although customers can terminate for breach if the Company materially fails to perform.

14 unchanged sentences

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its 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 services is separately identifiable from other promises in the contract.

The Company treats consumption of its platform for compute, storage, and data transfer resources as one single performance obligation because they are consumed by customers as a single, integrated offering.

The Company does not make any one of these resources available for consumption without the others.

Instead, each of compute, storage, and data transfer work together to drive consumption on the Company’s platform.

Customers are allowed to select compute, storage, and data transfer resources separately, at their discretion.

Consequently, the Company treats the consumption of its platform for compute, storage, and data transfer resources as separate and distinct performance obligations.

The Company treats its virtual private deployments for customers, professional services, technical solution services, and training each as a separate and distinct performance obligation.

8 unchanged sentences

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).

Tab le of Contents

4) Allocate the transaction price to performance obligations in the contract.

8 unchanged sentences

Revenue is recognized when control of the services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services.

The Company determined an output method to be the most appropriate measure of progress because it most faithfully represents when the value of the services is simultaneously received and consumed by the customer, and control is transferred.

The Company determined an output method for capacity arrangements to be the most appropriate measure of progress because it most faithfully represents when the value of the services is simultaneously received and consumed by the customer, and control is transferred.

Virtual private deployment fees are recognized ratably over the term of the deployment as the deployment service represents a stand-ready performance obligation provided throughout the deployment term.

8 unchanged sentences

Research and development expenses consist primarily of personnel-related expenses associated with the Company’s research and development staff, including salaries, benefits, bonuses, and stock-based compensation.

Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing the Company’s platform, amortization of acquired intangible assets, software and subscription services dedicated for use by the Company’s research and development organization, and allocated overhead.

Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred primarily in developing the Company’s platform, amortization of acquired intangible assets, software and subscription services dedicated for use by the Company’s research and development organization, and allocated overhead.

Advertising Costs

1 unchanged sentence

These costs were $ 104.5 million, $ 85.3 million, and $ 68.2 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Tab le of Contents

The Company is subject to income taxes in the United States and numerous foreign jurisdictions.

22 unchanged sentences

For equity-classified awards with both service-based and performance-based vesting conditions, the stock-based compensation is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved.

Tab le of Contents

Certain RSUs with both service-based and performance-based vesting conditions are liability-classified, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of the Company’s common stock.

7 unchanged sentences

The shares withheld by the Company as a result of the net share settlement of RSUs are not considered issued and outstanding, and do not impact the calculation of basic net income (loss) per share attributable to Snowflake Inc.

Class A and Class B common stockholders.

Class A common stockholders.

Net Loss Per Share Attributable to Snowflake Inc.

Class A and Class B Common Stockholders

As discussed in Note 11, “Equity,” on March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation.

Class A Common Stockholders

Basic and diluted net loss per share attributable to Snowflake Inc.

common stockholders is computed in conformity with the two-class method required for participating securities.

Class A common stockholders is computed in conformity with the two-class method required for participating securities.

The Company considers unvested common stock to be participating securities, as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is declared on common stock.

Basic net loss per share attributable to Snowflake Inc.

common stockholders is computed by dividing net loss attributable to Snowflake Inc.

common stockholders by the weighted-average number of shares of Snowflake Inc.

common stock outstanding during the period, which excludes treasury stock.

Class A common stockholders is computed by dividing net loss attributable to Snowflake Inc.

Class A common stockholders by the weighted-average number of shares of Snowflake Inc.

Class A common stock outstanding during the period, which excludes treasury stock.

Diluted net loss per share attributable to Snowflake Inc.

common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc.

common stock equivalents to the extent they are dilutive.

For purposes of this calculation, stock options, RSUs, restricted common stock, ESPP Rights, and early exercised stock options are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

common stockholders as their effect is anti-dilutive for all periods presented.

The rights, including the liquidation and dividend rights, of the holders of Snowflake Inc.

Class A and Class B common stock are identical, except with respect to voting, converting, and transfer rights.

As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to Snowflake Inc.

common stockholders are, therefore, the same for both Snowflake Inc.

Class A and Class B common stock on both individual and combined basis.

Class A common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc.

Class A common stock equivalents to the extent they are dilutive.

For purposes of this calculation, stock options, RSUs, restricted common stock, ESPP Rights, early exercised stock options, and shares underlying the conversion option in the convertible senior notes are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders as their effect is anti-dilutive for all periods presented.

Cash and Cash Equivalents

1 unchanged sentence

Restricted Cash

Restricted cash primarily consists of collateralized letters of credit established in connection with lease agreements for the Company’s facilities.

Restricted cash is included in current assets for leases that expire within one year and is included in non-current assets for leases that expire more than one year from the balance sheet date.

Restricted cash primarily consists of (i) cash held in a trust that is restricted for use in meeting the Company's general obligations and (ii) collateralized letters of credit established in connection with lease agreements for the Company’s facilities.

Restricted cash is classified within prepaid expenses and other current assets or other assets on the consolidated balance sheets, typically based on the remaining term of the restriction.

Tab le of Contents

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and are recorded at estimated fair value.

21 unchanged sentences

If the investment is considered impaired, the Company recognizes an impairment through other income (expense), net in the consolidated statements of operations and establishes a new carrying value for the investment.

Tab le of Contents

Fair Value of Financial Instruments

The Company’s primary financial instruments include cash equivalents, investments in marketable securities, strategic investments, restricted cash, accounts receivable, derivative assets and liabilities, accounts payable and accrued expenses.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

See Note 5, “Fair Value Measurements,” for information regarding the fair value of the Company’s investments in marketable securities, strategic investments, and derivative assets and liabilities.

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

See Note 5, “Fair Value Measurements,” and Note 10, “Convertible Senior Notes,” for information regarding the fair value of the Company’s cash equivalents and investments in marketable securities, strategic investments, and derivative assets and liabilities, as well as the fair value of the Company’s convertible senior notes.

Derivative Financial Instruments

4 unchanged sentences

Cash flows at settlement of such foreign currency forward contracts are classified as operating activities in the consolidated statement of cash flows.

Cash Flow Hedge— During the fiscal year ended January 31, 2024, the Company began utilizing foreign currency forward contracts to manage the volatility in cash flows associated with (i) certain forecasted capital expenditures and (ii) a portion of its forecasted operating expenses denominated in certain currencies other than the U.S.

Cash Flow Hedge— The Company also utilizes foreign currency forward contracts to manage the volatility in cash flows associated with (i) certain forecasted capital expenditures and (ii) a portion of its forecasted operating expenses denominated in certain currencies other than the U.S.

These foreign currency forward contracts have a maturity of twelve months or less and are designated and qualify as cash flow hedges, and, in general, closely match the underlying hedged forecasted transactions in duration.

3 unchanged sentences

Cash flows from such foreign currency forward contracts are classified in the same category on the Company’s consolidated statements of cash flows as the cash flows from the underlying hedged forecasted transactions.

These derivative financial instruments did not have a material impact on the Company’s consolidated financial statements for any period presented.

These derivative financial instruments did not have a material impact on the Company’s consolidated financial statements for all periods presented.

Accounts Receivable, Net

4 unchanged sentences

Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.

Tab le of Contents

Capitalized Internal-Use Software Development Costs

7 unchanged sentences

These costs are amortized over the estimated useful life of the software, which is three years , on a straight-line basis.

Cost and accumulated amortization of fully amortized capitalized internal-use software development costs are removed from the consolidated balance sheets when the related software is no longer in use.

Cost and accumulated amortization of fully amortized capitalized internal-use software development costs are removed from the Company’s consolidated balance sheets when the related software is no longer in use.

The amortization of capitalized costs related to the Company’s platform applications is primarily included in cost of revenue in the consolidated statements of operations.

5 unchanged sentences

Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred.

Cost and accumulated depreciation and amortization of fully depreciated property and equipment are removed from the consolidated balance sheets when they are no longer in use.

Cost and accumulated depreciation and amortization of fully depreciated property and equipment are removed from the Company’s consolidated balance sheets when they are no longer in use.

Deferred Commissions

The Company capitalizes incremental costs of obtaining a contract with a customer if such costs are recoverable.

Such costs consist primarily of (i) sales commissions tied to new customer or customer expansion contracts earned by the Company’s sales force and the associated payroll taxes and fringe benefits, and (ii) certain referral fees earned by third parties.

These costs are capitalized and then amortized over a period of benefit that is determined to be five years .

Such costs consist primarily of (i) sales commissions earned upon the origination, expansion, or renewal of customer contracts by the Company’s sales force, and the associated payroll taxes and fringe benefits, and (ii) certain referral fees earned by third parties (collectively, Commission Costs).

Commission Costs for new customer or customer expansion contracts that are not commensurate with those for renewal contracts are capitalized and then amortized over a period of benefit determined to be five years .

The Company determined the period of benefit by taking into consideration the length of terms in its customer contracts, life of the technology, and other factors.

Amounts expected to be recognized within one year of the balance sheet date are recorded as deferred commissions, current, and the remaining portion is recorded as deferred commissions, non-current, on the consolidated balance sheets.

Commission Costs for renewal contracts, as well as Commission Costs for new customer or customer expansion contracts that are commensurate with those for renewal contracts, are capitalized and then amortized over the respective weighted-average contractual term of the related contracts.

Amounts expected to be amortized within one year of the balance sheet date are recorded as deferred commissions, current, and the remaining portion is recorded as deferred commissions, non-current, on the consolidated balance sheets.

Amortization expense is included in sales and marketing expenses in the consolidated statements of operations.

A portion of the sales commissions paid to the sales force is earned based on the level of the customers’ consumption of the Company’s platform, and a portion of the commissions paid to the sales force is earned upon the origination of the customer contracts.

Sales commissions tied to customers’ consumption are not considered incremental costs and are expensed in the same period as they are earned.

In addition to the Commission Costs, the Company’s sales force earns sales commissions based on the level of the customers’ consumption of the Company’s platform.

These commissions are not considered incremental costs and are expensed in the same period as they are earned.

Deferred commissions are periodically analyzed for impairment.

4 unchanged sentences

The Company did not have any material finance leases for all periods presented.

Tab le of Contents

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make payments arising from the lease.

10 unchanged sentences

In addition, the Company subleases certain of its unoccupied facilities to third parties.

Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations.

The assessment of impairment of the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is performed upon triggering events, including but not limited to the execution of a sublease agreement.

The Company recognizes sublease income on a straight-line basis over the sublease term.

4 unchanged sentences

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

Critical estimates used in valuing certain intangible assets include, but are not limited to, time and resources required to recreate the assets acquired.

Estimates used in valuing certain intangible assets include, but are not limited to, time and resources required to recreate the assets acquired.

These estimates are based on information obtained from the management of the acquired companies, the Company’s assessment of the information, and historical experience.

2 unchanged sentences

Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized development software costs, operating lease right-of-use assets and acquired intangible assets.

The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized internal-use software development software costs, operating lease right-of-use assets and acquired intangible assets.

Long-lived assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

4 unchanged sentences

The Company did not recognize any impairment of goodwill for all periods presented.

Tab le of Contents

Convertible Senior Notes

The Company accounts for each series of its convertible senior notes as a liability in its entirety, measured at amortized cost.

Debt issuance costs incurred in connection with the issuance of the Company’s convertible senior notes are reflected in the consolidated balance sheets as a direct deduction from the carrying amount of the outstanding convertible senior notes.

These costs are amortized using the effective interest rate method over the terms of the convertible senior notes and are included within interest expense on the consolidated statements of operations.

In connection with the convertible senior notes offering, the Company entered into privately negotiated capped call transactions relating to each series of convertible senior notes with certain counterparties.

The capped call transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the relevant series of convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes of such series, with such reduction and/or offset subject to a cap.

See Note 10, “Convertible Senior Notes,” for further details.

Deferred Revenue

6 unchanged sentences

As such, the current or non-current classification of deferred revenue may not reflect the actual timing of revenue recognition.

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

This guidance also requires disclosures of the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The Company adopted this guidance for its fiscal year ended January 31, 2025 on a retrospective basis.

While the adoption had no impact on the Company’s consolidated financial statements, it resulted in additional disclosures in the accompanying notes.

See further details under the heading “Segment Information” in this Note 2, “Basis of Presentation and Summary of Significant Accounting Policies.”

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss, and an amount for other segment items by reportable segment and a description of its composition.

This guidance also requires disclosures on the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources, and interim disclosures of reportable segment’s profit or loss and assets.

This guidance is effective for the Company for its fiscal year beginning February 1, 2024 and interim periods within its fiscal year beginning February 1, 2025 on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

Early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

Recent Securities and Exchange Commission (SEC) Final Rules Not Yet Adopted

In March 2024, the SEC adopted final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports.

The rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions.

In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements.

These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning February 1, 2025.

Disclosures will be required prospectively, with information for prior periods required only to the extent it was previously disclosed in an SEC filing.

The Company is currently evaluating the impact of these final rules on its consolidated financial statements and disclosures.

The Company is currently evaluating the impact of the adoption of this guidance on its disclosures.

Tab le of Contents

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disclosure, on an annual and interim basis, of specified information about certain costs and expenses in the notes to financial statements.

This guidance is effective for the Company for its fiscal year beginning February 1, 2027 and interim periods within its fiscal year beginning February 1, 2028 on either a prospective or retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its disclosures.

Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations

26 unchanged sentences

Deferred Revenue

The Company recognized $ 1.4 billion, $ 974.3 million, and $ 535.8 million of revenue for the fiscal years ended January 31, 2024, 2023, and 2022, respectively, from the deferred revenue balances as of January 31, 2023, 2022, and 2021, respectively.

The Company recognized $ 1.8 billion, $ 1.4 billion, and $ 974.3 million of revenue for the fiscal years ended January 31, 2025, 2024, and 2023, respectively, from the deferred revenue balances as of January 31, 2024, 2023, and 2022, respectively.

Tab le of Contents

Remaining Performance Obligations

10 unchanged sentences

Cash equivalents:

government securities $ 742,235 $ 1 $ ( 2 ) $ 742,234

Money market funds $ 1,741,089 $ — $ — $ 1,741,089

government securities 388,578 92 — 388,670

Time deposits 113,851 — — 113,851

Corporate notes and bonds 4,466 — — 4,466

Commercial paper 3,064 — — 3,064

Total cash equivalents 2,251,048 92 — 2,251,140

5 unchanged sentences

Total cash equivalents and investments $ 4,915,742 $ 3,036 $ ( 2,289 ) $ 4,916,489

Tab le of Contents

January 31, 2024

1 unchanged sentence

Cash equivalents:

government securities $ 742,235 $ 1 $ ( 2 ) $ 742,234

Money market funds 533,211 — — 533,211

$ 520,138 $ — $ — $ 520,138

Commercial paper 9,305 — ( 1 ) 9,304

Corporate notes and bonds 6,902 1 — 6,903

Certificates of deposit 3,045 — ( 1 ) 3,044

Time deposits 56,263 — — 56,263

Total cash equivalents

1 unchanged sentence

Corporate notes and bonds 1,549,151 1,959 ( 3,394 ) 1,547,716

Commercial paper 883,023 272 ( 1,947 ) 881,348

government and agency securities 877,496 574 ( 4,653 ) 873,417

Commercial paper 353,525 154 ( 131 ) 353,548

Certificates of deposit 224,869 271 ( 15 ) 225,125

2 unchanged sentences

$ 4,336,750 $ 2,959 $ ( 8,195 ) $ 4,331,514

________________

(1) Includes a reclassification of $ 141.0 million from cash to cash equivalents for the money market funds balance as of January 31, 2023, as presented in the Annual Report on Form 10-K filed with the SEC on March 29, 2023.

Such reclassification did not impact the Company’s consolidated balance sheet as of January 31, 2023 or its consolidated statement of cash flows for the fiscal year ended January 31, 2023.

The Company included $ 23.6 million and $ 24.2 million of interest receivable in prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2025 and 2024, respectively.

1 unchanged sentence

As of January 31, 2025, the contractual maturities of the Company’s available-for-sale marketable debt securities did not exceed 36 months.

The estimated fair values of available-for-sale marketable debt securities, classified as short-term or long-term investments on the Company’s consolidated balance sheets, by remaining contractual maturity, is as follows (in thousands):

January 31, 2025

2 unchanged sentences

Total $ 2,665,349

The following tables show the fair values of, and the gross unrealized losses on, the Company’s available-for-sale marketable debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position and aggregated by investment type, on the consolidated balance sheets (in thousands):

Tab le of Contents

January 31, 2024

12 unchanged sentences

Total cash equivalents and investments $ 1,734,302 $ ( 2,730 ) $ 513,815 $ ( 5,465 ) $ 2,248,117 $ ( 8,195 )

January 31, 2023

Less than 12 Months 12 Months or Greater Total

Fair Value Gross

Losses Fair Value Gross

Cash equivalents:

Commercial paper $ 9,304 $ ( 1 ) $ — $ — $ 9,304 $ ( 1 )

Certificates of deposit 3,044 ( 1 ) — — 3,044 $ ( 1 )

Total cash equivalents 12,348 ( 2 ) — — 12,348 ( 2 )

Corporate notes and bonds 899,655 ( 8,521 ) 736,431 ( 14,949 ) 1,636,086 ( 23,470 )

government and agency securities 387,207 ( 3,157 ) 232,771 ( 9,063 ) 619,978 ( 12,220 )

Commercial paper 561,793 ( 1,947 ) — — 561,793 ( 1,947 )

Certificates of deposit 256,428 ( 1,110 ) — — 256,428 ( 1,110 )

Total investments 2,105,083 ( 14,735 ) 969,202 ( 24,012 ) 3,074,285 ( 38,747 )

Total cash equivalents and investments $ 2,117,431 $ ( 14,737 ) $ 969,202 $ ( 24,012 ) $ 3,086,633 $ ( 38,749 )

Gross unrealized losses on the Company’s available-for-sale marketable debt securities were not material as of January 31, 2025.

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis.

10 unchanged sentences

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Tab le of Contents

The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of January 31, 2025 (in thousands):

Cash equivalents:

government securities $ — $ 742,234 $ 742,234

Money market funds $ 1,741,089 $ — $ 1,741,089

government securities — 388,670 388,670

Time deposits — 113,851 113,851

Corporate notes and bonds — 4,466 4,466

Commercial paper — 3,064 3,064

Short-term investments:

9 unchanged sentences

Foreign currency forward contracts — 1,579 1,579

$ 533,211 $ 3,798,363 $ 4,331,574

Total assets $ 1,741,089 $ 3,176,979 $ 4,918,068

Derivative liabilities:

Foreign currency forward contracts $ — $ ( 1,639 ) $ ( 1,639 )

$ — $ ( 745 ) $ ( 745 )

Total liabilities

$ — $ ( 1,639 ) $ ( 1,639 )

The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of January 31, 2023 (in thousands):

Tab le of Contents

The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of January 31, 2024 (in thousands):

Cash equivalents:

government securities $ — $ 742,234 $ 742,234

Money market funds 533,211 — 533,211

$ 520,138 $ — $ 520,138

Commercial paper — 9,304 9,304

Corporate notes and bonds — 6,903 6,903

Certificates of deposit — 3,044 3,044

Time deposits — 56,263 56,263

Short-term investments:

Corporate notes and bonds — 939,727 939,727

government and agency securities — 573,780 573,780

Commercial paper — 353,548 353,548

Certificates of deposit — 216,444 216,444

government and agency securities — 440,128 440,128

Long-term investments:

2 unchanged sentences

Certificates of deposit — 8,681 8,681

$ 520,138 $ 4,160,240 $ 4,680,378

Derivative assets:

Foreign currency forward contracts — 60 60

Total assets $ 533,211 $ 3,798,363 $ 4,331,574

Derivative liabilities:

Foreign currency forward contracts $ — $ ( 745 ) $ ( 745 )

Total liabilities

$ — $ ( 745 ) $ ( 745 )

Such reclassification did not impact the Company’s consolidated balance sheet as of January 31, 2023 or its consolidated statement of cash flows for the fiscal year ended January 31, 2023.

The Company determines the fair value of its security holdings based on pricing from the Company’s service providers and market prices from industry-standard independent data providers.

Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

See Note 10, “Convertible Senior Notes for the fair value measurement of the Company’s convertible senior notes, which is not included in the tables above.

Strategic Investments

3 unchanged sentences

The Company’s marketable equity securities are recorded at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy because they are valued using the quoted market price.

Tab le of Contents

The following table presents the Company’s strategic investments by type (in thousands):

7 unchanged sentences

Total strategic investments—included in other assets $ 301,232 $ 234,365

The following table summarizes the realized and unrealized gains and losses included in the carrying value of the Company’s strategic investments in equity securities held as of January 31, 2024 (in thousands):

The following table summarizes the gains and losses associated with the Company’s strategic investments in equity securities (in thousands):

Fiscal Year Ended January 31,

1 unchanged sentence

Unrealized gains (losses) on non-marketable equity securities under Measurement Alternative:

Upward adjustments $ — $ 4,125 $ 32,975

Impairments $ ( 11,578 ) $ ( 3,101 ) $ ( 38,036 )

Upward adjustments — — 4,125

Net unrealized gains (losses) on marketable equity securities

2 unchanged sentences

( 14,006 ) 12,096 ( 46,435 )

Realized gains on non-marketable equity securities under Measurement Alternative (1)

Net realized gains (losses) on strategic investments in equity securities (1)

( 17,414 ) 34,713 —

Total—included in other income (expense), net $ ( 31,420 ) $ 46,809 $ ( 46,435 )

________________

(1) Includes primarily a remeasurement gain of $ 34.0 million recognized on a previously held equity interest as a result of a business combination completed during the fiscal year ended January 31, 2024.

(1) The net realized gains on strategic investments in equity securities for the fiscal year ended January 31, 2024 include primarily a remeasurement gain of $ 34.0 million recognized on a previously held equity interest as a result of a business combination completed during fiscal 2024.

See Note 7, “Business Combinations,” for further details.

For strategic investments in equity securities sold, the realized gains or losses represent the difference between the sale proceeds and the carrying value of the securities at the beginning of the period or the purchase date, if later.

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held by the Company as of January 31, 2025 were $ 18.3 million and $ 33.9 million, respectively.

Tab le of Contents

Property and Equipment, Net

12 unchanged sentences

________________

(1) Includes $ 30.0 million and $ 19.9 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2024 and 2023, respectively.

(1) Include $ 84.8 million and $ 30.0 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2025 and 2024, respectively.

Depreciation and amortization expense was $ 85.6 million, $ 37.7 million, and $ 24.7 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Included in these amounts was the amortization of capitalized internal-use software development costs of $ 56.4 million, $ 19.0 million, and $ 10.2 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Impairment charges related to capitalized internal-use software development costs recognized during each of the fiscal years ended January 31, 2025 and 2023 were not material.

During the fiscal year ended January 31, 2024, the Company recognized impairment charges of $ 7.1 million related to its capitalized internal-use software development costs previously included in construction in-progress that were no longer probable of being completed.

Such impairment charges were recorded as research and development expenses on the consolidated statements of operations.

Impairment charges related to capitalized internal-use software development costs recognized during the fiscal years ended January 31, 2023 and 2022 were not material.

Business Combinations

Datavolo, Inc.

On November 25, 2024, the Company acquired all of the outstanding capital stock of Datavolo, Inc.

(Datavolo), a privately-held company that built a dataflow infrastructure to support the creation, management, and observability of multimodal data pipelines for enterprise AI.

The Company acquired Datavolo for its developed technology and talent.

The Company has accounted for this transaction as a business combination.

The acquisition date fair value of the preliminary purchase consideration was $ 106.8 million, which was comprised of the following (in thousands):

Estimated Fair Value

Cash $ 19,096

Common stock (1)

________________

(1) Approximately 0.5 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 171.42 per share on the acquisition date.

Tab le of Contents

In connection with this business combination, the Company also issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

The $ 64.6 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years .

See Note 12, “Equity,” for further discussion.

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

Estimated Fair Value

(in thousands) Estimated Useful Life

Cash and cash equivalents $ 5,916

Short-term investments

Goodwill 65,893

Developed technology intangible asset

Other net tangible liabilities

Deferred tax liabilities, net (1)

Total $ 106,802

________________

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

From the date of acquisition through January 31, 2025, revenue attributable to Datavolo, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, was not material.

It was impracticable to determine the effect on the Company’s net loss attributable to Datavolo as its operations have been integrated into the Company’s ongoing operations since the date of acquisition.

Other Fiscal 2025 Business Combinations

During the fiscal year ended January 31, 2025, the Company completed acquisitions of two privately-held companies for an aggregate of $ 19.2 million in cash.

The Company has accounted for these transactions as business combinations.

As a result of the preliminary allocation of the aggregate purchase consideration, based on the estimated fair values, the Company recorded a total of $ 4.4 million of a customer relationships intangible asset (to be amortized over an estimated useful life of five years ), $ 4.1 million of developed technology intangible assets (to be amortized over estimated useful lives of five years ), $ 3.5 million of net liabilities acquired, $ 0.6 million of deferred tax liabilities, and $ 14.8 million of goodwill, of which $ 8.3 million is deductible and $ 6.5 million is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill.

The Company believes the goodwill balances associated with these business combinations are primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Revenue and net loss attributable to each of the other fiscal 2025 business combinations, from their respective acquisition dates through January 31, 2025, were included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, and were not material.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2025 business combinations were not material during the fiscal year ended January 31, 2025.

Tab le of Contents

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Datavolo, as if Datavolo had been acquired as of February 1, 2023 (in thousands):

Fiscal Year Ended January 31,

Revenue $ 3,626,424 $ 2,806,489

Net loss $ ( 1,324,805 ) $ ( 844,814 )

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Datavolo to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and Datavolo as though this business combination occurred as of February 1, 2023, the beginning of the Company’s fiscal 2024.

The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to this business combination, reasonably estimable, and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if this business combination had taken place as of February 1, 2023.

Pro forma financial information for the other fiscal 2025 business combinations has not been presented, as the effects of each were not material to the Company’s consolidated financial statements.

Samooha, Inc.

On December 20, 2023, the Company acquired all outstanding stock of Samooha, Inc.

On December 20, 2023, the Company acquired all of the outstanding capital stock of Samooha, Inc.

(Samooha), a privately-held company which developed data clean room technology that enabled multiple parties to securely collaborate on sensitive data.

1 unchanged sentence

The Company has accounted for this transaction as a business combination.

Prior to this business combination, the Company, via one of its wholly-owned subsidiaries (the Investing Subsidiary), held a noncontrolling equity interest in Samooha, which was accounted for using the Measurement Alternative with a carrying amount of $ 4.8 million (the Previously Held Equity Interest).

Prior to this business combination, the Company, via one of its wholly-owned subsidiaries (Investing Subsidiary), held a noncontrolling equity interest in Samooha, which was accounted for using the Measurement Alternative with a carrying amount of $ 4.8 million (Previously Held Equity Interest).

In connection with this business combination, the Company remeasured the Previously Held Equity Interest at the date of the acquisition and recognized a gain of $ 34.0 million, which was recorded in other income (expense), net on the Company’s consolidated statement of operations for the fiscal year ended January 31, 2024.

The acquisition date fair value of the preliminary purchase consideration was $ 219.0 million, which was comprised of the following (in thousands):

The acquisition date fair value of the purchase consideration was $ 219.0 million, which was comprised of the following (in thousands):

Estimated Fair Value

1 unchanged sentence

Common stock (1)

Fair value of previously held equity interest (2)

Fair value of a previously held equity interest (2)

________________

2 unchanged sentences

The fair values of these shares were determined based on the closing market price of $ 194.28 per share on the acquisition date.

These shares are treated as treasury stock for accounting purposes.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

Tab le of Contents

In connection with this business combination, the Company also issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock.

3 unchanged sentences

See Note 12, “Equity,” for further discussion.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the fiscal year ended January 31, 2025, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

7 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

During the three months ended July 31, 2023, the Company acquired all outstanding stock of Neeva Inc.

During the three months ended July 31, 2023, the Company acquired all of the outstanding capital stock of Neeva Inc.

and its equity investee (collectively, Neeva), for $ 185.4 million in cash.

1 unchanged sentence

The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the three months ended January 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The updated preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During each of the fiscal years ended January 31, 2025 and 2024, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Tab le of Contents

Estimated Fair Value

7 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair values of the developed technology intangible assets were estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

Mountain US Corporation (formerly known as Mobilize.Net Corporation)

On February 10, 2023, the Company acquired all outstanding stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provided a suite of tools for efficiently migrating databases to the Data Cloud, for $ 76.3 million in cash.

On February 10, 2023, the Company acquired all of the outstanding capital stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provided a suite of tools for efficiently migrating databases to the AI Data Cloud, for $ 76.3 million in cash.

The Company acquired Mountain primarily for its talent and developed technology.

The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the three months ended January 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The updated preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

7 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the Data Cloud, as well as expanding the Company’s professional services footprint.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the AI Data Cloud, as well as expanding the Company’s professional services footprint.

Tab le of Contents

LeapYear Technologies, Inc.

On February 10, 2023, the Company acquired all outstanding stock of LeapYear Technologies, Inc.

On February 10, 2023, the Company acquired all of the outstanding capital stock of LeapYear Technologies, Inc.

(LeapYear), a privately-held company which provided a differential privacy platform, for $ 62.0 million in cash.

1 unchanged sentence

The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the three months ended January 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The updated preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

7 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

Other Business Combination

During the fiscal year ended January 31, 2024, the Company acquired all outstanding stock of a privately-held company for $ 16.6 million in cash.

Other Fiscal 2024 Business Combination

During the fiscal year ended January 31, 2024, the Company acquired all of the outstanding capital stock of a privately-held company for $ 16.6 million in cash.

The Company has accounted for this transaction as a business combination.

2 unchanged sentences

The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the business combinations above were not material during the fiscal year ended January 31, 2024.

From the respective dates of acquisition through January 31, 2024, revenue attributable to each of the companies acquired in fiscal 2024, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2024 was not material.

It was impracticable to determine the effect on the Company’s net loss attributable to each of the companies acquired in fiscal 2024 as these operations have been integrated into the Company’s ongoing operations since the respective dates of acquisition.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2024 business combinations were not material during the fiscal year ended January 31, 2024.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company, and both of Samooha and Neeva, as if each had been acquired as of February 1, 2022 (in thousands):

Tab le of Contents

Fiscal Year Ended January 31,

4 unchanged sentences

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2022.

Pro forma financial information has not been presented as the effects of each of the Mountain, LeapYear, and other fiscal 2024 business combinations were not material to the Company’s consolidated financial statements.

On September 23, 2022, the Company acquired all outstanding stock of Applica Sp.

Pro forma financial information for the Mountain, LeapYear, and other fiscal 2024 business combination has not been presented, as the effects of each were not material to the Company’s consolidated financial statements.

On September 23, 2022, the Company acquired all of the outstanding capital stock of Applica Sp.

(Applica), a privately-held company which provided an artificial intelligence platform for document understanding, for $ 174.7 million in cash.

11 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is generally not deductible for income tax purposes.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is generally not deductible for income tax purposes.

Acquisition-related costs of $ 3.4 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

Tab le of Contents

Streamlit, Inc.

On March 31, 2022, the Company acquired all outstanding stock of Streamlit, Inc.

On March 31, 2022, the Company acquired all of the outstanding capital stock of Streamlit, Inc.

(Streamlit), a privately-held company which provided an open-source framework for creating and deploying data applications.

22 unchanged sentences

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

2 unchanged sentences

Acquisition-related costs of $ 1.9 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

Other Business Combination

During the fiscal year ended January 31, 2023, the Company acquired all outstanding stock of a privately-held company for $ 10.4 million in cash.

Tab le of Contents

Other Fiscal 2023 Business Combination

During the fiscal year ended January 31, 2023, the Company acquired all of the outstanding capital stock of a privately-held company for $ 10.4 million in cash.

The Company has accounted for this transaction as a business combination.

4 unchanged sentences

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and the above three companies acquired during fiscal 2023, as if each had been acquired as of February 1, 2021 (in thousands):

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and the three companies acquired during fiscal 2023, as if each had been acquired as of February 1, 2021 (in thousands):

Fiscal Year Ended January 31, 2023

1 unchanged sentence

Net loss $ ( 866,099 )

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022.

The pro forma financial information for the period presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022.

The historical consolidated financial information in the unaudited pro forma tables above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable.

Tab le of Contents

Intangible Assets and Goodwill

8 unchanged sentences

Patents 8,874 ( 8,005 ) 869

Customer relationships

4,400 ( 328 ) 4,072

Total finite-lived intangible assets $ 500,969 $ ( 223,767 ) $ 277,202

4 unchanged sentences

Finite-lived intangible assets:

Developed technology $ 243,596 $ ( 47,919 ) $ 195,677

Developer community

154,900 ( 55,442 ) 99,458

Developed technology 48,332 ( 9,608 ) 38,724

Assembled workforce 55,732 ( 22,945 ) 32,787

Patents 8,874 ( 6,211 ) 2,663

Other 47 ( 47 ) —

Total finite-lived intangible assets $ 463,102 $ ( 132,517 ) $ 330,585

1 unchanged sentence

Total intangible assets, net $ 331,411

During the fiscal year ended January 31, 2024, in addition to the developed technology and developer community intangible assets acquired in connection with fiscal 2024 business combinations, the Company also acquired $ 27.5 million of intangible assets, primarily consisting of assembled workforce intangible assets with a useful life of four years .

Intangible assets acquired during the fiscal year ended January 31, 2023 consisted primarily of developer community and developed technology intangible assets acquired in connection with fiscal 2023 business combinations.

Intangible assets are primarily acquired through business combinations.

See Note 7, “Business Combinations,” for further details.

In addition, during the fiscal year ended January 31, 2024, the Company also acquired $ 27.5 million of intangible assets, primarily consisting of assembled workforce intangible assets with a useful life of four years .

Amortization expense of intangible assets was $ 96.9 million, $ 82.2 million, and $ 38.8 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Cost and accumulated amortization of fully amortized intangible assets are removed from the Company's consolidated balance sheets when they are no longer in use.

Tab le of Contents

As of January 31, 2025, future amortization expense is expected to be as follows (in thousands):

9 unchanged sentences

________________

(1) Includes measurement period adjustments related to the preliminary fair values of the assets acquired and liabilities assumed in business combinations.

These adjustments did not have a material impact on goodwill.

(1) Include measurement period adjustments related to the fair values of the assets acquired and liabilities assumed in business combinations.

These adjustments did not have material impacts on goodwill.

See Note 7, “Business Combinations,” for further details.

12 unchanged sentences

Total accrued expenses and other current liabilities $ 515,454 $ 446,860

Convertible Senior Notes

In September 2024, the Company issued an aggregate principal amount of $ 2.3 billion of convertible senior notes in a private placement to qualified institutional buyers, comprising of (i) $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due 2027 (2027 Notes) and (ii) $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due 2029 (2029 Notes, and together with the 2027 Notes, the Notes).

Each series of Notes was issued pursuant to separate indentures, as supplemented (each an Indenture and together, the Indentures), between the Company and U.S.

Bank Trust Company, National Association, as trustee.

Tab le of Contents

The Notes are general, senior unsecured obligations of the Company.

The 2027 Notes will mature on October 1, 2027 and the 2029 Notes will mature on October 1, 2029, in each case unless earlier converted, redeemed, or repurchased.

Neither the 2027 Notes nor the 2029 Notes bear regular interest, and the principal amount of the Notes will not accrete.

The Company may elect or be required to pay special interest on the Notes under certain circumstances in accordance with the terms of the applicable Indenture.

Special interest, if any, will be payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025.

The total proceeds from the issuance of the Notes were approximately $ 2.27 billion, net of $ 31.2 million of debt issuance costs.

The following table presents the details of each series of Notes:

Initial Conversion Rate per $1,000 principal

Initial Conversion Price

Initial number of shares

(in thousands)

6.3492 $ 157.50 7,302

The conversion rate for each series of Notes is subject to adjustment under certain circumstances in accordance with the terms of the applicable Indenture.

In addition, following certain corporate events that occur prior to the maturity date of the relevant series of Notes or if the Company delivers a notice of redemption in respect of a series of Notes, the Company will, in certain circumstances, increase the conversion rate of the relevant series of Notes for a holder who elects to convert its Notes of the applicable series in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the applicable Indenture), as the case may be.

Holders may convert all or any portion of the 2027 Notes and 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2027 and July 1, 2029, respectively, in each case only upon satisfaction of one or more of the following conditions:

(1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock, par value $ 0.0001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the relevant series of Notes on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (Measurement Period) in which the trading price (as defined in the Indentures) per $1,000 principal amount of the 2027 Notes or the 2029 Notes, as applicable, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate for such Notes on each such trading day;

(3) if the Company calls the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption;

(4) upon the occurrence of specified corporate events as set forth in the applicable Indenture.

On or after July 1, 2027, in the case of the 2027 Notes, and on or after July 1, 2029, in the case of the 2029 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or any portion of their Notes of such series at any time, regardless of the foregoing conditions.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s Class A common stock or a combination of both, at the Company’s election, in the manner and subject to the terms and conditions provided in the applicable Indenture.

Tab le of Contents

The Company may, at its option, redeem for cash all or any portion of the 2027 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2027 Notes), on or after April 6, 2026 if the last reported sale price of the Company’s Class A common stock has been at least 150 % of the conversion price then in effect for the 2027 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The Company may, at its option, redeem for cash all or any portion of the 2029 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2029 Notes), on or after October 6, 2027 if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price then in effect for the 2029 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

No sinking fund is provided for the Notes.

If the Company undergoes a fundamental change (as defined in the applicable Indenture) prior to the maturity date of a series of Notes, then, subject to certain conditions and except as set forth in the applicable Indenture, holders of the relevant series of Notes may require the Company to repurchase for cash all or any portion of their Notes of such series at a fundamental change repurchase price equal to 100 % of the principal amount of the relevant series of Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the relevant fundamental change repurchase date.

Each of the Indentures governing the 2027 Notes or the 2029 Notes includes customary covenants and sets forth certain events of default after which the relevant series of Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default (as defined in the applicable Indenture) involving the Company after which such Notes become automatically due and payable.

Each series of Notes is accounted for as a liability in its entirety, measured at amortized cost.

The debt issuance costs for each series of the Notes are amortized to interest expense using the effective interest method over their respective terms, with effective interest rates of 0.04 % for the 2027 Notes and 0.02 % for the 2029 Notes.

The following table presents the net carrying values and fair values of each series of Notes as of January 31, 2025 (in thousands):

Unamortized Debt Issuance Costs

Net Carrying Value

$ 1,150,000 $ 13,890 $ 1,136,110 $ 1,509,295 Level 2

$ 1,150,000 $ 14,581 $ 1,135,419 $ 1,539,068 Level 2

The fair value was determined based on the quoted prices of the Notes in an inactive market on the last traded day of the fiscal quarter and has been classified as Level 2 in the fair value hierarchy.

Amortization of debt issuance costs was not material for the fiscal year ended January 31, 2025.

The Company used a portion of the net proceeds from the offering to (i) pay the $ 195.5 million cost of the privately negotiated capped call transactions relating to each series of the Notes, as described below, and (ii) repurchase $ 399.6 million of its Class A common stock from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

See Note 12, “Equity,” for further details.

Tab le of Contents

Capped Call Transactions

In connection with the Notes offering, the Company entered into privately negotiated capped call transactions relating to each series of Notes (Capped Calls) with certain of the initial purchasers or affiliates thereof and certain other financial institutions.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes of such series, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $ 225.00 per share.

The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of Notes (in thousands, except per share data):

Capped Calls Entered into in Connection with the Offering of the 2027 Notes

Capped Calls Entered into in Connection with the Offering of the 2029 Notes

Initial number of shares covered, subject to certain adjustments

Initial strike price, subject to certain adjustments

$ 157.50 $ 157.50

Initial cap price, subject to certain adjustments

$ 225.00 $ 225.00

Total premium paid

$ 94,300 $ 101,200

The Capped Calls are separate transactions, and not part of the terms of any series of Notes.

As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholders’ equity, the premiums paid for the purchases of the Capped Calls was recorded as a reduction to the additional paid-in capital and will not be remeasured as long as they continue to meet the conditions for equity classification.

The Company elected to integrate the Capped Calls with the Notes for income tax purposes pursuant to applicable U.S.

Treasury Regulations.

Accordingly, the premiums paid for the purchases of the Capped Calls are deductible for income tax purposes over the term of the Notes.

Commitments and Contingencies

11 unchanged sentences

Total lease costs $ 66,881 $ 52,616 $ 41,364

Tab le of Contents

Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands):

1 unchanged sentence

2025 2024 2023

Cash payments (receipts) included in the measurement of operating lease liabilities—operating cash flows

Cash payments included in the measurement of operating lease liabilities—operating cash flows

$ 47,711 $ 40,498 $ 42,342

17 unchanged sentences

Present value of operating lease liabilities $ 413,741

Lease payments presented above exclude $ 47.8 million of legally-binding lease commitments, net of tenant incentives expected to be received, for leases signed but not yet commenced as of January 31, 2025.

These leases will commence on various dates starting in fiscal 2026 with lease terms ranging from 5.3 years to 12.8 years.

Other Contractual Commitments

Other contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used to facilitate the Company’s operations at the enterprise level.

Tab le of Contents

Future minimum payments under the Company’s non-cancelable purchase commitments with a remaining term in excess of one year as of January 31, 2025 are presented in the table below (in thousands):

2 unchanged sentences

2029 964,554 (1)(2)

2030 and thereafter —

Total $ 2,767,167

7 unchanged sentences

The Company did not make any matching contributions to the 401(k) plan for each of the fiscal years ended January 31, 2025, 2024, and 2023.

Legal Matters —On March 23, 2021, a former employee filed a charge with the National Labor Relations Board (the NLRB) claiming that he was terminated in retaliation for engaging in concerted activity protected under the National Labor Relations Act.

Legal Matters —On March 23, 2021, a former employee filed a charge with the National Labor Relations Board (NLRB) claiming that he was terminated in retaliation for engaging in concerted activity protected under the National Labor Relations Act.

On September 15, 2023, following a hearing before a NLRB administrative law judge, the administrative law judge issued his ruling in favor of the former employee and ordered that he be awarded certain compensatory and other damages.

1 unchanged sentence

The Company believes it is reasonably possible that a loss could ultimately result from an unfavorable outcome and that an estimate of the potential range of loss is between zero and $ 25 million, plus interest.

No material loss accrual was recorded in the Company’s consolidated balance sheet as of January 31, 2024, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

No material loss accrual was recorded on the Company’s consolidated balance sheets as of January 31, 2025 and 2024, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

On February 29, 2024, a stockholder class action lawsuit was filed against the Company, the Company’s former Chief Executive Officer, and the Company’s Chief Financial Officer in the United States District Court in the Northern District of California, alleging violations under Sections 10(b) and 20(a) of the Exchange Act.

The complaint seeks an unspecified amount of damages, attorneys’ fees, expert fees, and other costs.

On October 28, 2024, an amended complaint was filed by the lead plaintiff.

On December 23, 2024, the Company filed a motion to dismiss the amended complaint.

On January 29, 2025, the lead plaintiff informed the Company that it would seek leave to file a second amended complaint rather than respond to the motion to dismiss.

On February 7, 2025, the Court ordered the lead plaintiff to file a second amended complaint by April 7, 2025.

The Company plans to file a motion to dismiss the second amended complaint on or before the responsive pleading deadline.

In addition, since the filing of the class action lawsuit, four additional complaints containing securities derivative claims have been filed against the Company and certain of the Company’s directors and executive officers alleging similar violations.

The derivative claims have been stayed pending resolution of the anticipated motion to dismiss the class action lawsuit.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to these matters at this time.

The Company and the other defendants intend to vigorously defend against the claims in these actions.

Tab le of Contents

On June 13, 2024, a class action was filed in the United States District Court for the District of Montana against the Company alleging that the Company failed to take reasonable measures to secure systems that contained consumer data, thereby allowing threat actors to access and exfiltrate personally identifiable information.

In the months that followed, numerous additional class actions making the same or similar allegations were filed in the United States and Canada against the Company and/or customers whose consumer or employee data was exfiltrated.

Among other claims, the complaints assert common law claims for negligence, breach of fiduciary duty, breach of implied contract, and unjust enrichment, as well as statutory claims, and seek an unspecified amount of damages, attorneys’ fees and costs, as well as injunctive relief.

On October 4, 2024, an order was issued by the United States Judicial Panel on Multidistrict Litigation combining the class actions filed in the United States into a multidistrict litigation in the District of Montana.

On February 3, 2025, plaintiffs filed their representative complaint.

On March 11, 2025, plaintiffs were granted up to and including March 21, 2025 to file an amended representative complaint to address pleading deficiencies identified by defendants.

Defendants, including the Company, are required to respond, which response may include moving to dismiss or compel arbitration, within 35 days of the filing of any amended representative complaint.

In addition to the multidistrict litigation, two class actions are pending in the United States District Court for the Central District of California and the Supreme Court of British Columbia, respectively.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to these matters at this time.

The Company intends to vigorously defend against the claims in these actions.

In addition, the Company is involved from time to time in various claims and legal actions arising in the ordinary course of business.

5 unchanged sentences

It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision.

For each of the fiscal years ended January 31, 2024, 2023, and 2022, losses recorded in the consolidated statements of operations in connection with the indemnification provisions were not material.

Preferred Stock —In connection with the Initial Public Offering (IPO) in September 2020, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200.0 million shares of undesignated preferred stock with a par value of $ 0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock and Elimination of Dual-Class Structure —The Company has two classes of common stock authorized:

For each of the fiscal years ended January 31, 2025, 2024, and 2023, losses recorded in the consolidated statements of operations in connection with the indemnification provisions, where the Company is an indemnifying party, were not material.

Preferred Stock —The Company’s amended and restated certificate of incorporation authorized the issuance of 200.0 million shares of undesignated preferred stock with a par value of $ 0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors.

No preferred stock was outstanding during any periods presented.

Common Stock —The Company has two classes of common stock authorized:

Class A common stock and Class B common stock.

In connection with the IPO in September 2020, the Company’s amended and restated certificate of incorporation authorized the issuance of 2.5 billion shares of Class A common stock and 355.0 million shares of Class B common stock.

On March 1, 2021, all 169.5 million shares of the Company's then-outstanding Class B common stock, par value $ 0.0001 per share, were automatically converted into the same number of shares of Class A common stock, par value $ 0.0001 per share, pursuant to the terms of the Company’s amended and restated certificate of incorporation.

No additional shares of Class B common stock will be issued following such conversion.

The shares of Class A common stock and Class B common stock were identical prior to the conversion, except with respect to voting, converting, and transfer rights.

Prior to the conversion, each share of Class B common stock was entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders.

As a result of the conversion, all former holders of shares of Class B common stock are now holders of shares of Class A common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote.

Class A and Class B common stock are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise indicated.

The shares of Class A common stock and Class B common stock are identical, except with respect to voting, converting, and transfer rights, and have a par value of $ 0.0001 per share.

Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Prior to the conversion, shares of Class B common stock were convertible to Class A common stock at any time at the option of the stockholder, and shares of Class B common stock would automatically convert to Class A common stock upon the following:

(i) sale or transfer of such share of Class B common stock;

(ii) the death of the Class B common stockholder (or nine months after the date of death if the stockholder is one of the Company’s founders);

and (iii) on the final conversion date, defined as the earlier to occur following an IPO of (a) the first trading day on or after the date on which the outstanding shares of Class B common stock represented less than 10 % of the then outstanding Class A and Class B common stock;

(b) September 15, 2027, which is the seventh anniversary of the effectiveness of the registration statement filed in connection with the IPO;

or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class.

In addition, on March 3, 2021, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion.

Upon the effectiveness of the certificate, the Company’s total number of authorized shares of capital stock was reduced by the retirement of 169.5 million shares of Class B common stock.

No Class B common stock was outstanding during any periods presented.

Tab le of Contents

The Company had reserved shares of common stock for future issuance as follows (in thousands):

10 unchanged sentences

Total shares of common stock reserved for future issuance 127,723 121,461

Stock Repurchase Program —In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $ 2.0 billion of its outstanding common stock.

Stock Repurchase Program —In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $ 2.0 billion of the Company’s outstanding Class A common stock.

Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws.

The program is funded using the Company’s working capital and will expire in March 2025.

The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors.

The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

In August 2024, the Company’s board of directors authorized the repurchase of an additional $ 2.5 billion of its outstanding common stock and extended the expiration date of the stock repurchase program from March 2025 to March 2027.

The following table summarizes the stock repurchase activity under the Company’s stock repurchase program (in thousands, except per share data):

2 unchanged sentences

Weighted-average price per share (1)

$ 130.87 $ 147.49

Aggregate purchase price (1)

$ 1,932,164 $ 591,673

(1) Includes transaction costs associated with the repurchases.

As of January 31, 2024, $ 1.4 billion remained available for future stock repurchases under the stock repurchase program.

________________

(1) Excludes transaction costs associated with the repurchases.

All repurchases were made in open market transactions, except for the 3.6 million shares of the Company’s outstanding Class A common stock that were repurchased for $ 399.6 million from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

See Note 10, “Convertible Senior Notes,” for further details.

As of January 31, 2025, $ 2.0 billion remained available for future stock repurchases under the stock repurchase program (exclusive of any transaction costs associated with repurchases).

The first 0.5 million shares repurchased during the fiscal year ended January 31, 2024 were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets.

All subsequent repurchases of common stock were retired.

All shares of Class A common stock subsequently repurchased were retired.

Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the consolidated balance sheets.

Treasury Stock —As described above, 0.5 million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which 8,000 shares were reissued upon settlement of equity awards during the fiscal year ended January 31, 2024.

Treasury Stock —As described above, 0.5 million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which 56,000 and 8,000 shares were reissued upon settlement of equity awards during the fiscal years ended January 31, 2025 and 2024, respectively.

Tab le of Contents

In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination.

These shares are treated as treasury stock for accounting purposes.

Equity Incentive Plans —The Company’s 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with its IPO in September 2020, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of equity compensation (collectively, equity awards).

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

Equity Incentive Plans —The Company’s 2020 Equity Incentive Plan (2020 Plan) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of equity compensation (collectively, equity awards).

All shares that remain available for future grants are under the 2020 Plan.

The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company.

The 2012 Plan was terminated in September 2020 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan.

The 2012 Plan was terminated in September 2020 in connection with the Company’s initial public offering (IPO) but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan.

Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan.

No further equity awards will be granted under the 2012 Plan.

On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock.

As a result of this conversion, options and RSUs that were previously denominated in shares of Class B common stock and issued under the 2012 Plan remained unchanged, except that they represent the right to receive shares of Class A common stock.

A total of 34.1 million shares of the Company’s Class A common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 78.8 million.

On February 1, 2024, the shares available for future grants under the 2020 Plan were automatically increased by 16.7 million shares pursuant to the provision described in the preceding sentence.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP), which became effective in connection with the IPO, authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP) authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees.

A total of 5.7 million shares of the Company’s Class A common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP.

1 unchanged sentence

The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85 % of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower.

Offering periods are generally six months long and begin on March 15 and September 15 of each year, except for the first two offering periods.

Offering periods are generally six months long and begin on the first trading day on or after March 15 and September 15 of each year, except for the first two offering periods.

The initial offering period began on September 15, 2020 and ended on February 26, 2021.

2 unchanged sentences

Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant.

A summary of stock option activity and activity regarding shares available for grant under the Plans during the fiscal years ended January 31, 2024, 2023, and 2022 is as follows:

Available for Grant

(in thousands) Number of Options Outstanding

Tab le of Contents

A summary of stock option activity during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:

Number of Options Outstanding

(in thousands) Weighted-

4 unchanged sentences

42,043 $ 7.53 6.9 $ 11,283,299

Shares authorized 14,397 —

Options exercised — ( 20,903 ) $ 6.08

Options canceled 1,629 ( 1,629 ) $ 6.80

RSUs granted ( 4,026 ) —

RSUs forfeited 576 —

Granted 642 $ 207.56

Exercised ( 6,118 ) $ 6.50

Canceled ( 713 ) $ 8.02

Balance—January 31, 2023

35,854 $ 11.27 5.9 $ 5,237,549

Shares authorized 15,619 —

Options granted ( 642 ) 642 $ 207.56

Options exercised — ( 6,118 ) $ 6.50

Options canceled 713 ( 713 ) $ 8.02

RSUs granted ( 10,788 ) —

Shares withheld related to net share settlement of RSUs 1,149 —

RSUs forfeited 1,492 —

Exercised ( 8,357 ) $ 6.84

Canceled ( 128 ) $ 70.59

Balance—January 31, 2024

27,369 $ 12.35 5.0 $ 5,023,664

Shares authorized 16,165 —

Options exercised — ( 8,357 ) $ 6.84

Options canceled 128 ( 128 ) $ 70.59

RSUs granted ( 14,088 ) —

Shares withheld related to net share settlement of RSUs 2,296 —

RSUs forfeited 1,881 —

Granted 1,037 $ 163.17

Exercised ( 6,608 ) $ 6.79

Canceled ( 145 ) $ 78.83

Balance—January 31, 2025

21,653 $ 20.83 4.2 $ 3,493,648

Vested and exercisable as of January 31, 2024

Vested and expected to vest as of January 31, 2025

21,653 $ 20.83 4.2 $ 3,493,648

The weighted-average grant-date fair value of options granted during the fiscal year ended January 31, 2023 was $ 101.66 .

No options were granted during each of the fiscal years ended January 31, 2024 and January 31, 2022.

The intrinsic value of options exercised during the fiscal years ended January 31, 2024, 2023, and 2022 was $ 1.3 billion, $ 1.0 billion, and $ 5.7 billion, respectively.

Exercisable as of January 31, 2025

20,645 $ 13.53 4.1 $ 3,478,059

The weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2025 and 2023 was $ 79.16 and $ 101.66 per share, respectively.

No options were granted during the fiscal year ended January 31, 2024.

The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024, and 2023 was $ 913.9 million, $ 1.3 billion, and $ 1.0 billion, respectively.

The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2025, 2024, and 2023 was $ 31.2 million, $ 42.3 million, and $ 79.1 million, respectively.

Early Exercised Stock Options —Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest.

The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded in other liabilities on the consolidated balance sheets.

The shares issued upon the early exercise of these unvested stock option awards, which are reflected as exercises in the stock option activity table above, are considered to be legally issued and outstanding on the date of exercise.

Upon termination of service, the Company may repurchase unvested shares acquired through the early exercise of stock options at a price equal to the price per share paid upon the exercise of such options.

No unvested shares were subject to repurchase as a result of early exercised options as of January 31, 2024, and unvested shares subject to repurchase as a result of early exercised options were not material as of January 31, 2023.

Equity-Classified RSUs —RSUs granted under the 2012 Plan are equity-classified and had both service-based and performance-based vesting conditions, of which the performance-based vesting condition was satisfied upon the effectiveness of the IPO in September 2020.

1 unchanged sentence

Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved.

Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years , and the related stock-based compensation for RSUs is recognized on a straight-line basis over the requisite service period.

In addition, during the fiscal year ended January 31, 2024, the Company granted, under the 2020 Plan, equity-classified RSUs that have both service-based and performance-based vesting conditions (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team.

The service-based vesting condition for these Leadership PRSUs is satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter.

Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years , and the related stock-based compensation for these RSUs is recognized on a straight-line basis over the requisite service period.

In addition, under the 2020 Plan, the Company granted 0.8 million and 0.5 million equity-classified RSUs (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team during the fiscal years ended January 31, 2025 and 2024, respectively.

These Leadership PRSUs were granted at 120 % of the target number of these awards, representing the maximum number of Leadership PRSUs that may be eligible to vest over their full term, and have both service-based and performance-based vesting conditions.

The service-based vesting condition for these Leadership PRSUs is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter.

The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company.

The ultimate number of the Leadership PRSUs eligible to vest ranges between 0 % to 120 % of the target number of the Leadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the fiscal year ended January 31, 2024.

Stock-based compensation associated with these Leadership PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved.

For the fiscal year ended January 31, 2024, the Company recognized stock-based compensation of $ 30.8 million associated with these PRSUs.

Stock-based compensation recognized for these Leadership PRSUs was $ 60.2 million and $ 30.8 million for the fiscal years ended January 31, 2025 and 2024, respectively.

Tab le of Contents

A summary of equity-classified RSUs activity during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:

8 unchanged sentences

15,560 $ 181.17

Granted 10,788 $ 180.65

12,706 $ 158.28

Vested ( 6,810 ) $ 172.38

5 unchanged sentences

Forfeited ( 3,367 ) $ 163.07

Performance adjustment (1)

( 50 ) $ 139.58

Unvested Balance—January 31, 2025

1 unchanged sentence

________________

(1) Includes 0.5 million Leadership PRSUs granted at 120 % of the target number of these awards, which represents the maximum number of Leadership PRSUs that may be eligible to vest with respect to these awards over their full term.

(1) Represents an adjustment in the number of shares outstanding, with regards to Leadership PRSUs granted during the fiscal year ended January 31, 2024, based on the actual achievement of the associated Company annual performance targets for fiscal 2024.

Liability-Classified RSUs —During the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company agreed to grant, under the 2020 Plan, RSUs that contain both post-combination service-based and performance-based vesting conditions (Acquisition PRSUs) to eligible existing or future employees, subject to a maximum total number of approximately 1.7 million shares.

2 unchanged sentences

Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied.

The ultimate number of Acquisition PRSUs eligible to vest is determined based on the actual achievement of the performance metric, which takes into account certain factors including the price of the Company’s stock price and market capitalization.

Once granted, Acquisition PRSUs are initially liability-classified and recorded in other liabilities on the Company’s consolidated balance sheets, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of shares.

1 unchanged sentence

Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition, using an accelerated attribution method over the requisite service period, with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date.

For the fiscal year ended January 31, 2024, the Company recognized stock-based compensation of $ 0.5 million associated with Acquisition PRSUs.

A summary of liability-classified RSUs activity during the fiscal year ended January 31, 2024 is as follows:

As of January 31, 2025 and 2024, the liabilities associated with these Acquisition PRSUs were $ 11.1 million and $ 0.5 million, respectively.

The Company recognized stock-based compensation of $ 10.6 million and $ 0.5 million associated with these Acquisition PRSUs for the fiscal years ended January 31, 2025 and 2024, respectively.

Tab le of Contents

A summary of liability-classified RSUs activity during the fiscal years ended January 31, 2025 and 2024 is as follows:

Number of Shares

2 unchanged sentences

Unvested Balance—January 31, 2024

Forfeited ( 64 )

Unvested Balance—January 31, 2025

________________

(1) Represents the maximum number of Acquisition PRSUs that may be eligible to vest with respect to these awards over their full term.

Restricted Common Stock —Restricted common stock is not deemed to be outstanding for accounting purposes until it vests.

From time to time, the Company has granted restricted common stock outside of the Plans.

Restricted Common Stock —From time to time, the Company has granted restricted common stock outside of the Plans.

Restricted common stock is not deemed to be outstanding for accounting purposes until it vests.

A summary of restricted common stock activity outside of the Plans during the fiscal years ended January 31, 2025, 2024, and 2023 is as follows:

3 unchanged sentences

Unvested Balance—January 31, 2022

Granted 409 $ 229.13

Vested ( 361 ) $ 2.10

5 unchanged sentences

Vested ( 219 ) $ 213.81

Forfeited ( 76 ) $ 226.91

Unvested Balance—January 31, 2025

During the fiscal year ended January 31, 2024, in connection with the Samooha business combination, the Company issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock.

During the fiscal year ended January 31, 2025, in connection with the Datavolo business combination, the Company issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

1 unchanged sentence

As of January 31, 2025, all 0.4 million shares remained unvested.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

The $ 74.8 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years .

As of January 31, 2025 and 2024, 0.3 million and 0.4 million shares remained unvested, respectively.

Tab le of Contents

During the fiscal year ended January 31, 2023, in connection with the Streamlit business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s common stock outside of the Plans in exchange for a portion of their Streamlit stock.

1 unchanged sentence

The $ 93.7 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of three years .

As of January 31, 2024 and 2023, 0.3 million and 0.4 million shares remained unvested.

As of January 31, 2025 and 2024, 0.1 million and 0.3 million shares remained unvested, respectively.

See Note 7, “Business Combinations,” for further details.

Stock-Based Compensation — The following table summarizes the assumptions used in estimating the grant-date fair value of stock options granted to employees during the fiscal year ended January 31, 2023:

Stock-Based Compensation — The following table summarizes the assumptions used in estimating the grant-date fair values of stock options granted to employees during the fiscal years ended January 31, 2025 and 2023:

Fiscal Year Ended January 31,

3 unchanged sentences

Expected dividend yield — % — %

No stock options were granted during each of the fiscal years ended January 31, 2024 and January 31, 2022.

The following table summarizes the assumptions used in estimating the fair values of employee stock purchase rights granted under the 2020 ESPP during the fiscal years ended January 31, 2024, 2023, and 2022:

No stock options were granted during the fiscal year ended January 31, 2024.

In addition, for the stock option granted during the fiscal year ended January 31, 2025, the shares to be issued upon exercise are subject to a one-year holding period.

As such, the Company applied a 7.6 % discount for lack of marketability to the fair value estimated using the Black-Scholes option-pricing model, based on the assumptions included in the table above.

The following table summarizes the assumptions used in estimating the fair values of ESPP Rights granted under the 2020 ESPP during the fiscal years ended January 31, 2025, 2024, and 2023:

Fiscal Year Ended January 31,

6 unchanged sentences

4.7 % - 5.5 %

0.9 % - 3.8 %

Expected dividend yield — % — % — %

1 unchanged sentence

The expected term for ESPP Rights approximates the offering period.

Expected volatility —The Company uses the average volatility of its Class A common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption.

Expected volatility —In fiscal 2023 and 2024, the Company used the average volatility of its Class A common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption.

During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption.

Risk-free interest rate —Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant.

Expected dividend yield —Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero .

Fair value of underlying common stock —Since the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange.

The following table summarizes the assumptions used in estimating the fair value of liability-classified Acquisition PRSUs as of January 31, 2024:

January 31, 2024

Fair value of underlying common stock —The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange.

Tab le of Contents

The following table summarizes the assumptions used in estimating the fair value of liability-classified Acquisition PRSUs as of January 31, 2025 and 2024:

January 31, 2025 January 31, 2024

Expected volatility 50.0 % 60.0 %

Risk-free interest rate 4.2 % 4.0 %

Expected volatility —Expected volatility is estimated based on the historical volatility of the Company’s Class A common stock.

Expected volatility —In fiscal 2024, expected volatility was estimated based on the historical volatility of the Company’s Class A common stock.

Risk-free interest rate —Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term that approximates the period from the reporting date to January 31, 2027.

17 unchanged sentences

The provision for (benefit from) income taxes consists of the following (in thousands):

Tab le of Contents

Fiscal Year Ended January 31,

8 unchanged sentences

Provision for (benefit from) income taxes

$ 4,113 $ ( 11,233 ) $ ( 18,467 )

The effective income tax rate differs from the federal statutory income tax rate applied to the loss before income taxes due to the following (in thousands):

9 unchanged sentences

Provision for (benefit from) income taxes

$ 4,113 $ ( 11,233 ) $ ( 18,467 )

A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized.

1 unchanged sentence

deferred tax assets will not be fully realizable and continues to maintain a full valuation allowance against these net deferred tax assets.

Tab le of Contents

Significant components of the Company’s deferred tax assets and deferred tax liabilities are shown below (in thousands):

4 unchanged sentences

Tax credit carryforwards 511,504 376,804

Stock-based compensation 109,446 123,408

Deferred revenue 82,683 31,527

Operating lease liabilities 104,517 54,008

Deferred revenue 95,779 82,683

Capped call transactions

Stock-based compensation 36,044 109,446

Net unrealized losses on strategic investments 6,143 2,443

13 unchanged sentences

federal and state net operating loss carryforwards, capitalized research and development, and tax credit carryforwards.

The valuation allowance increased $ 520.4 million during the fiscal year ended January 31, 2024, primarily due to increased capitalized research and development, U.S.

federal and state net operating loss carryforwards, tax credit carryforwards, and deferred revenue.

The valuation allowance increased $ 241.9 million during the fiscal year ended January 31, 2023, primarily due to increased capitalized research and development, tax credit carryforwards, U.S.

federal and state net operating loss carryforwards, and stock-based compensation.

The valuation allowance increased $ 483.5 million during the fiscal year ended January 31, 2025, primarily due to increased capitalized research and development and tax credit carryforwards.

The valuation allowance increased $ 520.4 million and $ 241.9 million during the fiscal years ended January 31, 2024 and 2023, respectively, primarily due to increased capitalized research and development, U.S.

federal and state net operating loss carryforwards, and tax credit carryforwards.

As of January 31, 2025, the Company had U.S.

11 unchanged sentences

Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

Tab le of Contents

The following table shows the changes in the gross amount of unrecognized tax benefits (in thousands):

14 unchanged sentences

To the extent utilized in future years’ tax returns, net operating loss carryforwards at January 31, 2025 and 2024 will remain subject to examination until the respective tax year is closed.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the Inflation Act) into law.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (Inflation Act) into law.

The Inflation Act contains certain tax measures, including a corporate alternative minimum tax of 15% on some large corporations and an excise tax of 1% on stock repurchases.

For the fiscal year ended January 31, 2025, the Inflation Act had no material impact to the Company, including its stock repurchase program.

The Company is continuing to evaluate the various provisions of the Inflation Act and does not anticipate the impact, if any, will be material to the Company.

Tab le of Contents

Net Loss per Share

The following table presents the calculation of basic and diluted net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders (in thousands, except per share data):

Class A common stockholders (in thousands, except per share data):

Fiscal Year Ended January 31,

2 unchanged sentences

net loss attributable to noncontrolling interest

( 3,572 ) ( 1,893 ) ( 821 )

Net loss attributable to Snowflake Inc.

Class A and Class B common stockholders $ ( 836,097 ) $ ( 796,705 ) $ ( 679,948 )

Class A common stockholders

$ ( 1,285,640 ) $ ( 836,097 ) $ ( 796,705 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted 328,001 318,730 300,273

Class A common stockholders—basic and diluted

332,707 328,001 318,730

Net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted $ ( 2.55 ) $ ( 2.50 ) $ ( 2.26 )

Class A common stockholders—basic and diluted

$ ( 3.86 ) $ ( 2.55 ) $ ( 2.50 )

No Class B common stock was outstanding during any periods presented.

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

Class A common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

Fiscal Year Ended January 31,

2025 2024 2023

Stock options 27,369 35,854 42,043

RSUs 24,790 20,957 15,560

Stock options 21,653 27,369 35,854

Shares underlying the conversion option in the Notes

Unvested restricted common stock and early exercised stock options

Employee stock purchase rights under the 2020 ESPP 284 265 116

Total 62,436 49,281 52,125

The Company entered into the Capped Calls in connection with the Notes offering.

The effect of the Capped Calls was also excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders as the effect of the Capped Calls would have been anti-dilutive.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Notes.

See Note 10, “Convertible Senior Notes,” for further details.

Related Party Transactions

A member of the Company’s board of directors currently serves as the Chief Executive Officer of a privately-held company (the Related Party), which has been the Company’s customer since 2018.

A member of the Company’s board of directors currently serves as the Chief Executive Officer of a privately-held company (Related Party), which has been the Company’s customer since 2018.

In January 2024, the Company renewed its customer agreement with the Related Party for a term of two years with a total contract value of $ 22.5 million.

With respect to the Related Party, the Company recognized $ 6.8 million, $ 3.7 million, and $ 2.4 million of revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, and had an accounts receivable balance due from the Related Party of $ 5.0 million and zero as of January 31, 2024 and 2023, respectively.

In November 2024, an additional customer agreement was entered into with the Related Party for a term of 13 months with a total contract value of $ 1.5 million.

With respect to the Related Party, the Company recognized $ 12.9 million, $ 6.8 million, and $ 3.7 million of revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively, and had an accounts receivable balance due from the Related Party of $ 1.8 million and $ 5.0 million as of January 31, 2025 and 2024, respectively.

In March 2024, as a minority investor, the Company made a strategic investment of approximately $ 5.0 million by purchasing non-marketable equity securities issued by the Related Party.

Tab le of Contents

Subsequent Event

Effective February 27, 2024, Frank Slootman retired as Chief Executive Officer, and Sridhar Ramaswamy was appointed to succeed Mr.

Slootman as the Company’s new Chief Executive Officer.

Slootman remains Chairman of the Company’s board of directors, and Mr.

Ramaswamy serves as a board member.

Subsequent to January 31, 2025, and through March 21, 2025, the Company repurchased 3.2 million shares of its outstanding common stock for an aggregate purchase price of $ 490.6 million, excluding transaction costs associated with the repurchases, at a weighted-average price of $ 152.63 per share.

All repurchases were made in open market transactions.

Tab le of Contents

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data