Zoom Communications, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at a reasonable assurance level. Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that its 101 Table of Contents internal control over financial reporting was effective as of January 31, 2026 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Disclosure Controls and Procedures Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. OTHER INFORMATION Trading Arrangements During the Company’s last fiscal quarter, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below. Type of Trading Arrangement Name and Position Action Adoption/ Termination Date Rule 10b5-1* Non- Rule 10b5-1** Total Shares of Class A Common Stock to be Sold*** Expiration Date Santiago Subotovsky , Director Adoption 01/13/2026 X 76,236 05/28/2027 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. *** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The actual number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE We maintain a Code of Business Conduct and Ethics that incorporates our code of ethics applicable to all employees, including all directors and executive officers. Our Code of Business Conduct and Ethics is published on our Investor Relations website at investors.zoom.us under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of 102 Table of Contents Form 8-K regarding amendments to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above. The remaining information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026. Item 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026. PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Annual Report on Form 10-K: (1) Consolidated financial statements: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules: Schedule II: Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements and notes thereto. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein. (3) Exhibits The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). Exhibits Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Zoom Video Communications, Inc. 8-K 001-38865 3.1 April 23, 2019 3.2 Certificate of Amendment to Certificate of Incorporation of Zoom Communications, Inc. 8-K 001-38865 3.1 November 25, 2024 3.3 Amended and Restated Bylaws of Zoom Communications, Inc. 8-K 001-38865 3.2 November 25, 2024 4.1 Form of Class A Common Stock Certificate S-1/A 333-230444 4.1 April 8, 2019 4.2 Description of Securities 10.1# Zoom Video Communications, Inc. Fourth Amended and Restated 2011 Global Share Plan, and forms of agreements thereunder S-1 333-230444 10.1 March 22, 2019 10.2# Zoom Communications, Inc. 2019 Equity Incentive Plan, as amended, and forms of agreements thereunder 10-K 001-38865 10.2 February 28, 2025 103 Table of Contents 10.3# Zoom Video Communications, Inc. 2019 Equity Incentive Plan Non-Employee Director Global Restricted Stock Unit Award Grant Notice, as amended 10-Q 001-38865 10.3 September 3, 2020 10.4# Zoom Video Communications, Inc. 2019 Equity Incentive Plan Global RSU Award Grant Notice (Performance Vesting, Non-Executive) 10-K 001-38865 10.4 February 28, 2025 10.5# Zoom Video Communications, Inc. 2019 Equity Incentive Plan Global RSU Award Grant Notice (Performance Vesting, Executive) 10-Q 001-38865 10.1 May 22, 2024 10.6# Zoom Communications, Inc. 2019 Employee Stock Purchase Plan 10-K 001-38865 10.6 February 28, 2025 10.7# Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer S-1 333-230444 10.4 March 22, 2019 10.8# Zoom Video Communications, Inc. Non-Employee Director Compensation Policy, as amended 10-K 001-38865 10.7 March 3, 2023 10.9# Zoom Communications, Inc. 2019 Equity Incentive Plan Global RSU Award Grant Notice (Executive) 10-K 001-38865 10.9 February 28, 2025 10.10# Zoom Communications, Inc. 2019 Equity Incentive Plan Global RSU Award Grant Notice 10-K 001-38865 10.10 February 28, 2025 10.11# Zoom Video Communications, Inc. 2019 Equity Incentive Plan Non-Employee Director Global RSU Award Grant Notice 10-Q 001-38865 10.3 September 13, 2019 10.12# Confirmatory Offer Letter by and between the Registrant and Eric S. Yuan, dated December 18, 2018 S-1 333-230444 10.5 March 22, 2019 10.13# Confirmatory Offer Letter by and between the Registrant and Aparna Bawa, dated December 18, 2018 S-1 333-230444 10.6 March 22, 2019 10.14# Offer Letter by and between the Registrant and Velchamy Sankarlingam dated May 19, 2020 10-Q 001-38865 10.1 September 3, 2020 10.15# Director Offer Letter by and between the Registrant and Lieut. General H.R. McMaster dated May 6, 2020 10-Q 001-38865 10.2 September 3, 2020 10.16# Director Offer Letter by and between the Registrant and Janet Napolitano dated November 2, 2020 10-K 001-38865 10.17 March 18, 2021 10.17# Director Offer Letter by and between the Registrant and William R. McDermott dated February 23, 2022 10-Q 001-38865 10.2 May 25, 2022 10.18# Director Offer Letter by and between the Registrant and Cindy Hoots dated January 4, 2023 10-K 001-38865 10.20 March 3, 2023 10.19# Offer Letter between Zoom Video Communications, Inc. and Michelle Chang, dated September 25, 2024. 8-K 001-38865 10.1 October 1, 2024 10.20 Lease Agreement dated August 1, 2016, as amended, by and between Zoom Video Communications, Inc. and KBSIII Almaden Financial Plaza, LLC S-1 333-230444 10.9 March 22, 2019 10.21 Fourth Amendment to Lease Agreement by and between the Registrant and KBSIII Almaden Financial Plaza, LLC 10-Q 001-38865 10.5 September 13, 2019 10.22 Fifth Amendment to Lease Agreement by and between Zoom Video Communications, Inc. and KBSIII Almaden Financial Plaza, LLC dated March 9, 2020 10-Q 001-38865 10.1 June 5, 2020 10.23# Zoom Video Communications, Inc. Officer Incentive Plan, as amended 10-K 001-38865 10.21 March 7, 2022 10.24# Zoom Video Communications, Inc. Severance and Change in Control Plan and form of Participation Agreement thereunder 10-Q 001-38865 10.2 August 24, 2022 19.1 Zoom Communications, Inc. Insider Trading Policy 10-K 001-38865 19.1 February 28, 2025 21.1 List of subsidiaries of the Registrant 23.1 Consent of KPMG LLP, independent registered public accounting firm 24.1 Power of Attorney (reference is made to the signature page hereto) 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 104 Table of Contents 32.1† Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Zoom Video Communications, Inc. Clawback Policy 10-K 001-38865 97.1 March 4, 2024 101.INS XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL) # Indicates a management contract or compensatory plan or arrangement. † The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. (b) Financial Statement Schedules Schedule II: Valuation and Qualifying Accounts The table below details the activity of the accounts receivable allowances and deferred tax asset valuation allowance for the fiscal years ended January 31, 2026, 2025, and 2024: Balance at Beginning of Year Additions Write-offs or Deductions Balance at End of Year (in thousands) Year ended January 31, 2026 Accounts receivable allowances $ 22,078 $ 22,688 $ ( 26,418 ) $ 18,348 Deferred tax asset valuation allowance $ 28,990 $ — $ ( 17,964 ) $ 11,026 Year ended January 31, 2025 Accounts receivable allowances $ 32,371 $ 27,236 $ ( 37,529 ) $ 22,078 Deferred tax asset valuation allowance $ 35,949 $ — $ ( 6,959 ) $ 28,990 Year ended January 31, 2024 Accounts receivable allowances $ 33,206 $ 52,730 $ ( 53,565 ) $ 32,371 Deferred tax asset valuation allowance $ 53,570 $ 599 $ ( 18,220 ) $ 35,949 All other financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K. Item 16. FORM 10-K SUMMARY None. 105 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ZOOM COMMUNICATIONS, INC. Date: February 27, 2026 By: /s/ Eric S. Yuan Eric S. Yuan President and Chief Executive Officer (Principal Executive Officer) Date: February 27, 2026 By: /s/ Michelle Chang Michelle Chang Chief Financial Officer (Principal Financial Officer) 106 Table of Contents POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Eric S. Yuan, Michelle Chang, and Aparna Bawa, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Eric S. Yuan President, Chief Executive Officer and Director (Principal Executive Officer) February 27, 2026 Eric S. Yuan /s/ Michelle Chang Chief Financial Officer (Principal Financial Officer) February 27, 2026 Michelle Chang /s/ Kimberly McGarry Chief Accounting Officer (Principal Accounting Officer) February 27, 2026 Kimberly McGarry /s/ Jonathan Chadwick Director February 27, 2026 Jonathan Chadwick /s/ Mike Fenger Director February 27, 2026 Mike Fenger /s/ Cindy Hoots Director February 27, 2026 Cindy Hoots /s/ William R. McDermott Director February 27, 2026 William R. McDermott /s/ Herbert Raymond McMaster Director February 27, 2026 Herbert Raymond McMaster /s/ Dan Scheinman Director February 27, 2026 Dan Scheinman /s/ Santiago Subotovsky Director February 27, 2026 Santiago Subotovsky 107