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BOX INC

For the period ended Apr 30, 2026. Filed May 27, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2026 · Filed May 27, 2026

BOX$41.95-3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-10-31; filed 2025-12-03.

0001193125-25-306665

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-04-30; filed 2026-05-27.

0001193125-26-241872

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 138 previous paragraphs and 114 current paragraphs.

71 unchanged; 38 reworded; 5 added; 26 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

For the three months ended April 30, 2026, general and administrative expense remained relatively flat. General and administrative expense as a percentage of revenue decreased by approximately 100 basis points year-over-year due to the increase in revenue.

Current report

The $3.7 million decrease for the three months ended April 30, 2026, was primarily due to a decrease in interest income on cash and cash equivalents and short-term investments. This decrease was driven by lower average cash and short-term investment balances, primarily resulting from the settlement of convertible notes in January 2026 and repurchases of common stock, along with lower interest rates on our investments.

Current report

The $0.3 million decrease for the three months ended April 30, 2026, was primarily due to a decrease in amortization of convertible debt issuance costs due to the maturity of convertible notes in January 2026.

Current report

The $3.3 million decrease for the three months ended April 30, 2026 was primarily due an increase of $3.4 million in net foreign currency losses.

Current report

The $4.8 million increase for the three months ended April 30, 2026 was primarily due to increased profitability and tax shortfalls on stock-based compensation.
Removed paragraphs (26)

Previous report

We continue to innovate by expanding our core services and offerings. We recently launched our remote Box Model Context Protocol (MCP) Server, a secure content layer for AI that ensures any external AI agent adheres to existing Box security permissions and access policies. We also announced the following innovations at our annual BoxWorks event during the third quarter of fiscal year 2026:

Previous report

Box Extract, our solution that will simplify the process of metadata extraction across the enterprise with AI agents;

Previous report

Box Shield Pro, our solution that will deliver a powerful new suite of security capabilities powered by AI that help safeguard sensitive data, improve threat detection, and protect against ransomware;

Previous report

Enhancements to Box AI, including a simplified interface that makes it easy to apply AI actions to content anywhere in the Box User Interface as well as improvements to the custom agent building experience for Box Admins.

Previous report

In January 2025, we introduced our Enterprise Advanced plan to allow our customers to access the full power of the ICM platform. In addition to the current capabilities included in the Enterprise Plus plan, Enterprise Advanced includes the following products:

Previous report

Box AI Extract Agents that accurately extract metadata and contextual data to enable automated workflows, improve data quality, and reduce manual work;

Previous report

Box Apps, our no-code application builder that makes it easier to create content-centric business processes throughout the enterprise;

Previous report

Box AI Studio, our no-code solution that allows organizations to create their custom Box AI agents with the latest model of their choice from our list of trusted providers;

Previous report

Box Doc Gen API, our solution that enables users to leverage JavaScript Object Notation (JSON) data from custom and third-party applications to dynamically generate customer documents;

Previous report

Box Doc Gen, our solution that enables users to dynamically generate custom documents directly in Box using data from Box Forms submissions, metadata, Box Relay workflow variables, and manual data entry;

Previous report

Box Doc Gen for Salesforce, our solution that provides Salesforce users with the ability to dynamically generate documents directly in Salesforce with data sources from Salesforce objects and records;

Previous report

Box Forms, our solution that enables users to easily create web and mobile forms within Box to streamline data collection and automatically trigger business process workflows;

Previous report

Box Archive, our solution that provides advanced data preservation with long-term content storage.

Previous report

We also continue to focus on industry-specific content needs. Our collaboration with the U.S. General Services Administration (GSA) supporting OneGov, announced in the third quarter of fiscal year 2026, provides federal agencies with democratized access to Box AI. In addition, our achievement of Federal Risk and Authorization Management Program (FedRAMP) High Authorization in the first quarter of fiscal year 2026 gives U.S. government agencies and authorized government contractors the ability to leverage Box’s ICM platform, including Box AI and Box Hubs, for highly sensitive data.

Previous report

During the nine months ended October 31, 2025, we conducted a workforce reorganization effort to better align our resources with our strategic priorities. This resulted in charges of approximately $0.2 million and $8.3 million for the three and nine months ended October 31, 2025, respectively, primarily consisting of severance and termination benefits, continuation of employee health benefits, and other personnel related costs.

Previous report

The $14.4 million, or 9%, increase in cost of revenue for the nine months ended October 31, 2025 was primarily due to a $9.9 million increase in amortization of capitalized software, a $9.1 million increase in public cloud infrastructure costs, and a decrease of $4.5 million in gains related to the sale of data center assets. This increase was partially offset by decreases of $4.4 million in subscription software contract expense, $3.8 million in bandwidth and data center related expense due to the completion of our migration to the public cloud from our collocated data centers, and $1.1 million in contractor related costs. Cost of revenue as a percentage of revenue increased 20 basis points year-over-year.

Previous report

The $21.0 million, or 7%, increase in sales and marketing expense for the nine months ended October 31, 2025 was primarily due to increases of $7.1 million in employee related costs, driven by a 6% increase in headcount, $4.6 million in marketing expenses, and $3.0 million in office related costs. Additionally, we had increases of $2.1 million in workforce reorganization expenses, $1.6 million in subscription software contract expense, and $1.5 million in consulting services. Sales and marketing expenses as a percentage of revenue remained flat year-over-year.

Previous report

The $3.8 million, or 11%, increase in general and administrative expense for the three months ended October 31, 2025 was primarily due to increases of $1.9 million and $1.1 million in stock-based compensation expense and employee related costs, respectively, both driven by a 7% increase in headcount. Additionally, we had increases of $0.3 million in litigation expense and $0.2 million in subscription software contract expense. General and administrative expense as a percentage of revenue increased approximately 100 basis points year-over-year.

Previous report

The $13.0 million, or 13%, increase in general and administrative expense for the nine months ended October 31, 2025 was primarily due to increases of $6.8 million and $3.2 million in stock-based compensation expense and employee related costs, respectively, both driven by an 7% increase in headcount. Additionally, we had increases of $1.0 million in litigation expense, $0.9 million in workforce reorganization expenses, and $0.8 million in subscription software contract expense. General and administrative expense as a percentage of revenue increased approximately 100 basis points year-over-year.

Previous report

The $0.4 million and $2.8 million increases for the three and nine months ended October 31, 2025, respectively, were primarily due to increases of $0.4 million and $2.8 million, respectively, in interest income on cash and cash equivalents and short-term investments due to higher cash and short-term investment balances.

Previous report

The $1.1 million and $4.8 million increases for the three and nine months ended October 31, 2025, respectively, were primarily due to increases of $1.2 million and $5.4 million, respectively, in interest expense related to the Convertible Notes, particularly the 2029 Convertible Notes, which bear interest at a rate of 1.50% per year.

Previous report

The $9.1 million increase for the three months ended October 31, 2025 was primarily due the convertible debt inducement expense of $10.1 million recognized during three months ended October 31, 2024 and an increase of $0.7 million in gains on foreign currency forward contracts, partially offset by an increase of $1.7 million in foreign currency losses.

Previous report

The $12.0 million increase for the nine months ended October 31, 2025 was primarily due the convertible debt inducement expense of $10.1 million recognized during the nine months ended October 31, 2024 and an increase of $4.6 million in foreign currency gains, partially offset by an increase of $2.9 million in losses on foreign currency forward contracts.

Previous report

The $10.9 million increase for the three months ended October 31, 2025 was primarily due to increases in foreign income taxes resulting from foreign profitability and U.S. income taxes resulting from the release of our U.S. valuation allowance in the year ended January 31, 2025.

Previous report

The $17.1 million increase for the nine months ended October 31, 2025 was primarily due to increases in foreign income taxes resulting from foreign profitability and U.S. income taxes resulting from the release of our U.S. valuation allowance in the year ended January 31, 2025.

Previous report

Refer to Note 7 in Part I, Item 1. Financial Statements for a detailed description of the Convertible Notes and the June 2023 Facility.
Reworded paragraphs (38)

Previous wording

Box is the leading Intelligent Content Management (ICM) provider. Box gives organizations a single platform for their unstructured data – which typically represents about 90% of all data within an organization. This data is content – from blueprints to wireframes, videos to documents, proprietary formats to PDFs – and it is the source of an organization’s unique value. The Box ICM platform enables our customers to securely manage the entire content lifecycle, from the moment a file is created or ingested to when it is shared, edited, published, approved, signed, classified, and retained. Box keeps content secure and compliant, while also allowing easy access and sharing of this content from anywhere, on any device – both within the organization and with external partners.

Current wording

Box is the leading Intelligent Content Management (ICM) provider. The Box ICM platform serves as a centralized, secure, and compliant platform that connects AI models and agents directly to an organization's most valuable asset – its content, including contracts, documents, and unstructured business data. Box enables our customers to securely manage the entire content lifecycle, from the moment a file is created or ingested to when it is shared, edited, published, approved, signed, classified, and retained. With Box AI built within the Box ICM platform, customers can leverage the organization-specific context that AI needs to deliver accurate, governed, and impactful results.

Previous wording

With our Software-as-a-Service (SaaS) platform, customers can work with their content as they need – from secure external collaboration and workspaces to e-signature processes and content workflows – improving employee productivity and accelerating business processes. IT teams can establish a space for compliant content management, and developers can easily create customized portals for white-labeled content collaboration. Administrators have a wide range of security, data protection, and compliance features they can activate to help meet legal and regulatory requirements, internal policies, and industry standards. The Box platform enables a broad range of high-value business use cases and integrates with more than 1,500 leading business applications. With hundreds of file formats and media types supported, Box is compatible with multiple application environments, operating systems, and devices – ensuring that workers can securely access their critical business content whenever and wherever they need it.

Current wording

With our Software-as-a-Service (SaaS) platform, customers can work with their content as they need – from secure external collaboration and workspaces to e-signature processes and content workflows – improving employee productivity and accelerating business processes. IT teams can establish a space for compliant content management, and developers can easily create customized portals for white-labeled content collaboration. Administrators have a wide range of security, data protection, and compliance features they can activate for both end users and AI agents accessing content in Box to help meet legal and regulatory requirements, internal policies, and industry standards. The Box ICM platform enables a broad range of high-value business use cases and integrates with more than 1,500 leading business applications. With hundreds of file formats and media types supported, Box is compatible with multiple application environments, operating systems, and devices – ensuring that workers can securely access their critical business content whenever and wherever they need it.

Previous wording

Box Automate, our content-focused agentic workflow automation solution that will be built natively in Box to orchestrate work across agents and teams;

Current wording

We continue to innovate by expanding our core services and offerings. In April 2026, we announced the general availability of the new Box Agent that leverages the latest advanced reasoning models to securely search company files, analyze and synthesize critical data, and generate new content – all while respecting Box’s enterprise-grade security, governance, and permissions controls. We also announced the general availability of Box Automate, our content-focused agentic workflow automation solution built natively in Box to orchestrate work across agents and teams.

Previous wording

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users and functionality deployed. The duration of our contracts with customers varies, and we typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription services ratably over the term of the contract.

Current wording

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users, application programming interface (API) and AI unit entitlements, and functionality deployed. The duration of our contracts with customers ranges from one to three years or more, and we typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription services ratably over the term of the contract.

Previous wording

For the three months ended October 31, 2025 and 2024, our revenue was $301.1 million and $275.9 million, respectively, representing year-over-year growth of 9%, or 8% growth on a constant currency basis. As of October 31, 2025, our remaining performance obligations were $1.5 billion, representing a 18% increase from our remaining performance obligations of $1.282 billion as of October 31, 2024, or 19% growth on a constant currency basis. For the three months ended October 31, 2025, our gross profit was $239.5 million and our gross margin was 79.6%, compared to our gross profit of $220.4 million and our gross margin of 79.9% for the three months ended October 31, 2024. For the three months ended October 31, 2025, our operating income was $25.1 million and our operating margin was 8.3%, compared to our operating income of $23.4 million and our operating margin of 8.5% for the three months ended October 31, 2024. For the three months ended October 31, 2025, our net cash provided by operating activities was $73.0 million, a 17% increase from our net cash provided by operating activities of $62.6 million for the three months ended October 31, 2024. For the three months ended October 31, 2025, our non-GAAP free cash flow was $61.4 million, a 7% increase from our non-GAAP free cash flow of $57.4 million for the three months ended October 31, 2024.

Current wording

For the three months ended April 30, 2026 and 2025, our revenue was $305.9 million and $276.3 million, respectively, representing year-over-year growth of 11%, or 10% growth on a constant currency basis. As of April 30, 2026, our remaining performance obligations were $1.6 billion, representing a 12% increase from our remaining performance obligations of $1.5 billion as of April 30, 2025, or 16% growth on a constant currency basis. For the three months ended April 30, 2026, our gross profit was $243.2 million and our gross margin was 79.5%, compared to our gross profit of $215.6 million and our gross margin of 78.0% for the three months ended April 30, 2025. For the three months ended April 30, 2026, our operating income was $27.4 million and our operating margin was 9.0%, compared to our operating income of $6.3 million and our operating margin of 2.3% for the three months ended April 30, 2025. For the three months ended April 30, 2026, our net cash provided by operating activities was $140.2 million, a 10% increase from our net cash provided by operating activities of $127.1 million for the three months ended April 30, 2025. For the three months ended April 30, 2026, our non-GAAP free cash flow was $127.7 million, an 8% increase from our non-GAAP free cash flow of $118.3 million for the three months ended April 30, 2025.

Previous wording

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Economic conditions, including impacts from inflation, higher interest rates, tariffs, slower growth, the stronger dollar versus foreign currencies, particularly the Japanese Yen, government shutdowns, reductions in U.S. federal spending, the ongoing Russia-Ukraine conflict and the ongoing conflict in the Middle East, and other changes in economic conditions, may adversely affect our results of operations and financial performance. During the three months ended October 31, 2025, we experienced volatility from foreign exchange rate trends and a challenging macroeconomic environment. As a result, we may continue to experience customer churn and delayed sales cycles, as well as customers and prospective customers reducing budgets for services that we offer.

Current wording

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Economic conditions, including impacts from inflation, changes in interest rates, tariffs, slower growth, the stronger dollar versus foreign currencies, particularly the Japanese Yen, government shutdowns, reductions in U.S. federal spending, the ongoing Russia-Ukraine conflict and conflicts in the Middle East, and other changes in economic conditions, may adversely affect our results of operations and financial performance. As a result, we may continue to experience customer churn and delayed sales cycles, as well as customers and prospective customers reducing budgets for services that we offer.

Previous wording

Remaining performance obligations (RPO) represent, at a point in time, contracted revenue that has not yet been recognized. RPO consists of deferred revenue and backlog. Backlog is defined as non-cancellable contracts deemed certain to be invoiced and recognized as revenue in future periods. Future invoicing is determined to be certain when we have an executed non-cancellable contract or a significant penalty is due upon cancellation. While Box believes RPO is a leading indicator of revenue as it represents sales activity not yet recognized in revenue, it is not necessarily indicative of future revenue growth as it is influenced by several factors, including seasonality, contract renewal timing, average contract terms and foreign currency exchange rates. Box monitors RPO to manage the business and evaluate performance.

Current wording

Remaining performance obligations (RPO) represent, at a point in time, contracted revenue that has not yet been recognized. RPO consists of deferred revenue and backlog. Backlog is defined as non-cancellable contracts deemed certain to be invoiced and recognized as revenue in future periods. Future invoicing is determined to be certain when we have an executed non-cancellable contract or a significant penalty is due upon cancellation. Short-term RPO consists of the portion that is expected to be recognized within the next 12 months. While Box believes RPO is a leading indicator of revenue as it represents sales activity not yet recognized in revenue, it is not necessarily indicative of future revenue growth as it is influenced by several factors, including seasonality, contract renewal timing, average contract terms and foreign currency exchange rates. Box monitors RPO to manage the business and evaluate performance.

Previous wording

RPO as of October 31, 2025 was $1.5 billion, an increase of 18% from October 31, 2024. As of October 31, 2025, short-term RPO was $837 million, an increase of 14% from October 31, 2024, and long-term RPO was $680 million, an increase of 25% from October 31, 2024. The increase in RPO was driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the timing of customer-driven renewals and longer average contract terms, and the addition of new customers. RPO growth was unfavorably impacted by fluctuations in foreign currency exchange rates by approximately 30 basis points.

Current wording

RPO as of April 30, 2026 was $1.6 billion, an increase of 12% from April 30, 2025. As of April 30, 2026, short-term RPO was $880.2 million, an increase of 8% from April 30, 2025, and long-term RPO was $761.7 million, an increase of 16% from April 30, 2025. The increase in RPO was driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the timing of customer-driven renewals, longer average contract terms, and the addition of new customers. RPO growth was unfavorably impacted by approximately 470 basis points due to fluctuations in foreign currency exchange rates.

Previous wording

Billings represent our revenue plus the changes in deferred revenue and contract assets in the period. Billings we record in any particular period primarily reflect subscription renewals and expansion within existing customers plus sales to new customers, and represent amounts invoiced for all of our products and professional services. We typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments. If the customer negotiates to pay the full subscription amount at the beginning of the period, the total subscription amount for the entire term will be reflected in billings. If the customer negotiates to be invoiced annually or more frequently, only the amount billed for such period will be included in billings.

Current wording

Billings represent our revenue plus the changes in deferred revenue and contract assets in the period. Billings we record in any particular period primarily reflect subscription renewals and expansion within existing customers plus sales to new customers, and represent amounts invoiced for all of our products and professional services. We typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. If the customer negotiates to pay the full subscription amount at the beginning of the period, the total subscription amount for the entire term will be reflected in billings. If the customer negotiates to be invoiced annually or more frequently, only the amount billed for such period will be included in billings.

Previous wording

Billings for the three and nine months ended October 31, 2025 were $296.0 million and $803.2 million, respectively, representing an increase of 12% from the three months ended October 31, 2024 and an increase of 13% from the nine months ended October 31, 2024. The increases in billings were primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the addition of new customers, and the timing of customer-driven renewals. Billings growth was also impacted by fluctuations in foreign currency exchange rates. For the three months ended October 31, 2025, billings growth was unfavorably impacted by approximately 20 basis points and for the nine months ended October 31, 2025, billings was favorably impacted by approximately 170 basis points.

Current wording

Billings for the three months ended April 30, 2026 were $255.4 million, representing an increase of 5% from the three months ended April 30, 2025. The increase in billings was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the addition of new customers, and the timing of customer-driven renewals. Billings growth was unfavorably impacted by approximately 790 basis points due to fluctuations in foreign currency exchange rates.

Previous wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), principal payments of finance lease liabilities, capitalized software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business.

Current wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), capitalized software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business.

Previous wording

Non-GAAP free cash flow for the three and nine months ended October 31, 2025 was $61.4 million and $215.4 million, respectively, representing an increase of 7% from the three months ended October 31, 2024 and an increase of 1% from the nine months ended October 31, 2024. The increase in non-GAAP free cash flow for the three months ended October 31, 2025 was primarily driven by the increase in cash flows from operating activities, partially offset by an increase in capitalized software costs, a decrease in proceeds from sales of property and equipment, and an increase in purchases of property and equipment. The decrease in non-GAAP free cash flow for the nine months ended October 31, 2025 was primarily driven by the increase in cash flows from operating activities and the reduction in payments of financial lease liabilities due to our migration to the public cloud from our collocated data centers, partially offset by a decrease in proceeds from sales of property and equipment, an increase in capitalized software costs, and an increase in purchases of property and equipment. The year-over-year changes in cash flows from operating activities for the three and nine months ended October 31, 2025 are described in more detail under Liquidity and Capital Resources below.

Current wording

Non-GAAP free cash flow for the three months ended April 30, 2026 was $127.7 million, representing an increase of 8% from the three months ended April 30, 2025. The increase in non-GAAP free cash flow was primarily driven by the increase in cash flows from operating activities, partially offset by an increase in capitalized software costs and an increase in purchases of property and equipment. The year-over-year changes in cash flows from operating activities are described in more detail under Liquidity and Capital Resources below.

Previous wording

Our net retention rate was 104% and 102% as of October 31, 2025 and 2024, respectively. Our net retention rate continues to be impacted by heightened budget scrutiny, putting pressure on seat expansion within existing customers and increased partial customer churn. As our customers purchase add-on products or our bundled plans, we tend to realize significantly higher average contract values and stronger net retention rates as compared to customers who only purchase our core product. We believe our go-to-market efforts to deliver a solution selling strategy and our investments in product, customer success, and Box Consulting, including our Box Shuttle migration offering, are significant factors in our customer retention results. As we penetrate customer accounts, we expect our net retention rate to remain above 100% for the foreseeable future.

Current wording

Our net retention rate was 105% and 102% as of April 30, 2026 and 2025, respectively. Our net retention rate continues to be impacted by heightened budget scrutiny, putting pressure on seat expansion within existing customers and increased partial customer churn. As our customers purchase add-on products or our bundled plans, we tend to realize significantly higher average contract values and stronger net retention rates as compared to customers who only purchase our core product. We believe our go-to-market efforts to deliver a solution selling strategy and our investments in product, customer success, and Box Consulting, including our Box Shuttle migration offering, are significant factors in our customer retention results. As we penetrate customer accounts, we expect our net retention rate to remain above 100% for the foreseeable future.

Previous wording

We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the contract term. The duration of our contracts with customers varies, and we typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. Our subscription and premier services contracts are typically non-cancellable and do not contain refund-type provisions.

Current wording

We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the contract term. The duration of our contracts with customers ranges from one to three years or more, and we typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. Our subscription and premier services contracts are typically non-cancellable and do not contain refund-type provisions.

Previous wording

Our cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for data center operations, customer support and professional services personnel, public cloud hosting costs, depreciation of servers and equipment, security services and other tools, as well as amortization expense associated with acquired technology and capitalized software. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below.

Current wording

Our cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation, customer support and professional services personnel, public cloud hosting costs, security services and other tools, as well as amortization expense associated with acquired technology and capitalized software development. We allocate overhead such as facilities, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below.

Previous wording

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists of public cloud hosting, data center and customer support costs related to providing our cloud-based services to our free users. We market and sell our intelligent content management services worldwide through our direct sales organization and through indirect distribution channels such as strategic resellers. Our sales and marketing expenses are generally higher for acquiring new or expanding existing customers than for renewals of existing customer subscriptions.

Current wording

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists of public cloud hosting, customer support costs related to providing our cloud-based services to our free users. We market and sell our intelligent content management services worldwide through our direct sales organization and through indirect distribution channels such as strategic resellers. Our sales and marketing expenses are generally higher for acquiring new or expanding existing customers than for renewals of existing customer subscriptions.

Previous wording

Interest income consists primarily of interest earned on our cash and cash equivalents and short-term investments. We have historically invested our cash and cash equivalents in overnight deposits, certificates of deposit, money market funds, U.S. treasury securities and non-U.S. government issued securities.

Current wording

Interest income consists primarily of interest earned on our cash and cash equivalents and short-term investments. We have historically invested our cash and cash equivalents in overnight deposits, certificates of deposit, money market funds, corporate debt securities, U.S. treasury securities and non-U.S. government issued securities.

Previous wording

Interest expense consists primarily of interest charges and the amortization of issuance costs for our convertible senior notes.

Current wording

Interest expense consists primarily of interest charges and the amortization of issuance costs for the 2029 Convertible Notes.

Previous wording

Provision for income taxes consists primarily of U.S. and foreign income taxes.

Current wording

Provision for income taxes consists primarily of U.S. and foreign income taxes and, as applicable, changes in our deferred taxes, related valuation allowance positions and uncertain tax positions.

Previous wording

Comparison of the Three and Nine Months Ended October 31, 2025 and 2024

Current wording

Comparison of the Three Months Ended April 30, 2026 and 2025

Previous wording

The $25.2 million, or 9%, and $60.8 million, or 7%, increases in revenue for the three and nine months ended October 31, 2025, respectively, were primarily driven by seat growth, net of churn in existing customers and continued strong attach rates of our multi-product Suites offerings, which include Enterprise Plus and Enterprise Advanced. The increases were also impacted by the strengthening of foreign currency exchange rates, which positively impacted our revenue growth rates by approximately 80 basis points and 70 basis points for the three and nine months ended October 31, 2025, respectively.

Current wording

The $29.7 million, or 11%, increase in revenue for the three months ended April 30, 2026 was primarily driven by seat growth, net of churn in existing customers and continued strong attach rates of our multi-product Suites offerings, particularly Enterprise Plus and Enterprise Advanced. The increase was also impacted by the strengthening of foreign currency exchange rates, which positively impacted our revenue growth rate by approximately 60 basis points.

Previous wording

The $6.0 million, or 11%, increase in cost of revenue for the three months ended October 31, 2025 was primarily due to a $3.6 million increase in amortization of capitalized software, a decrease of $2.5 million in gains related to the sale of data center assets, and a $1.8 million increase in public cloud infrastructure costs. This increase was partially offset by decreases of $0.9 million in subscription software contract expense and $0.8 million in contractor related costs. Cost of revenue as a percentage of revenue increased approximately 30 basis points year-over-year.

Current wording

The $2.1 million, or 3%, increase in cost of revenue for the three months ended April 30, 2026 was primarily due to increases of $4.0 million in amortization of capitalized software and $0.7 million in subscription software contract expense. This increase was partially offset by decreases of $1.2 million in public cloud infrastructure costs, $0.8 million in workforce reorganization expenses, and $0.7 million in acquired intangible assets amortization. Cost of revenue as a percentage of revenue decreased by approximately 150 basis points year-over-year.

Previous wording

Over time, we expect our cost of revenue to increase in absolute dollars but decrease as a percentage of revenue as we invest in public cloud hosting service optimization.

Current wording

Over time, we expect our cost of revenue to increase in absolute dollars but remain relatively flat as a percentage of revenue as we invest in public cloud hosting service optimization.

Previous wording

The $22.0 million, or 11%, increase in research and development expense for the nine months ended October 31, 2025 was primarily due to increases of $14.2 million and $5.3 million in employee related costs and stock-based compensation expense, respectively, both driven by a 9% increase in headcount. The increased employee headcount and related costs are primarily driven by the growth in lower cost regions. Additionally, we had increases of $4.0 million in workforce reorganization expenses, $3.4 million in subscription software contract expense, $1.3 million in a public cloud infrastructure costs, and $1.3 million in office related expenses. The increase was partially offset by an increase of $8.5 million in capitalized internally developed software costs. Research and development expenses as a percentage of revenue increased approximately 100 basis points year-over-year.

Current wording

The $3.6 million, or 5%, increase in research and development expense for the three months ended April 30, 2026 was primarily due to increases of $4.6 million and $1.8 million in employee related costs and stock-based compensation expense, respectively, driven by a 4% increase in headcount. The increased employee headcount and related costs are primarily driven by the growth in lower cost regions. Additionally, we had increases of $1.5 million in subscription software contract expense, $1.5 million in office related costs, and $1.3 million in public cloud infrastructure costs. The increase was partially offset by a decrease of $3.6 million in workforce reorganization expenses, an increase of $2.8 million in capitalized internally developed software costs, and a decrease of $0.7 million in contractors and consulting services. Research and development expenses as a percentage of revenue decreased by approximately 100 basis points year-over-year.

Previous wording

The $7.7 million, or 8%, increase in sales and marketing expense for the three months ended October 31, 2025 was primarily due to increases of $2.8 million in employee related costs, driven by a 6% increase in headcount, $2.4 million in marketing expenses, $1.0 million in office related costs, and $0.9 million in commission expenses. Sales and marketing expenses as a percentage of revenue decreased approximately 100 basis points year-over-year.

Current wording

The $2.8 million, or 3%, increase in sales and marketing expense for the three months ended April 30, 2026 was primarily due to increases of $4.4 million and $0.9 million in employee related costs and stock-based compensation expense, respectively, driven by a 7% increase in headcount, and an increase of $0.3 million in commission expenses. This increase was partially offset by decreases of $2.1 million in workforce reorganization expenses and $0.8 million in contractors and consulting services. Sales and marketing expenses as a percentage of revenue decreased by approximately 300 basis points year-over-year.

Previous wording

As of October 31, 2025, we had cash and cash equivalents, restricted cash, and short-term investments of $731.3 million. During the nine months ended October 31, 2025, we generated operating cash flow of $246.1 million. Since our inception, we have financed our operations primarily through equity financing, cash generated from operations and debt financing. We believe our existing cash, cash equivalents, and short-term investments, together with our credit facility, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and beyond. Our long-term capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, public cloud obligations, repayment or refinancing of our debt obligations, settlement of our convertible senior notes and convertible preferred stock, the timing and extent of spending to support development efforts, the expansion of international activities, the introduction of new and enhanced service offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Current wording

As of April 30, 2026, we had cash and cash equivalents, restricted cash, and short-term investments of $478.6 million. During the three months ended April 30, 2026, we generated operating cash flow of $140.2 million. Since our inception, we have financed our operations primarily through equity financing, cash generated from operations and debt financing. We believe our existing cash, cash equivalents, and short-term investments, together with our credit facility, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and beyond. Our long-term capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, public cloud obligations, repayment or refinancing of our debt obligations, settlement of our convertible senior notes and convertible preferred stock, the timing and extent of spending to support development efforts, the expansion of international activities, the introduction of new and enhanced service offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Previous wording

For the nine months ended October 31, 2025 and 2024, our cash flows were as follows (in thousands):

Current wording

For the three months ended April 30, 2026 and 2025, our cash flows were as follows (in thousands):

Previous wording

The $16.0 million increase in net cash provided by operating activities for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 was primarily due to a $28.3 million increase in adjustments to reconcile net income to net cash provided by operating activities and a $4.6 million increase in net cash provided from changes in operating assets and liabilities, partially offset by a $16.9 million decrease in our net income.

Current wording

The $13.1 million increase in net cash provided by operating activities for the three months ended April 30, 2026 compared to the three months ended April 30, 2025 was primarily due to a $15.2 million increase in non-cash items and a $9.5 million increase in net income, partially offset by an $11.6 million decrease in net cash provided from changes in operating assets and liabilities.

Previous wording

The $28.3 million increase in adjustments to reconcile net income to net cash provided by operating activities was primarily due to a $14.8 million increase in deferred income taxes driven by net utilization of deferred tax assets, a $13.1 million increase in stock-based compensation expense driven by an increase in headcount, and a $7.7 million increase in depreciation and amortization expense driven by an increase in amortization of capitalized software, partially offset by a decrease of $10.1 million in induced conversion expense recognized during the nine months ended October 31, 2024 related to the 2026 Convertible Notes.

Current wording

The $15.2 million increase in non-cash items was primarily due to an $8.1 million decrease in unrealized loss from foreign currency remeasurement, a $5.0 million increase in deferred income tax benefit, a $2.4 million increase in depreciation and amortization expense driven by an increase in amortization of capitalized software, and a $1.4 million increase in stock-based compensation expense driven by an increase in headcount. The increase was partially offset by a $2.2 million decrease in gains from foreign currency forward contracts not designated as cash flow hedges.

Previous wording

The $4.6 million increase in net cash provided from changes in operating assets and liabilities was primarily due to a $27.8 million decrease in deferred revenue due to the timing of revenue recognition and a $1.8 million decrease in operating lease liabilities due to recurring lease payments. These were partially offset by a $12.1 million increase in accounts payables and accruals due to timing of payments, a $4.2 million increase in other assets, a $4.0 million increase in deferred commissions resulting from capitalization of incremental commissions paid to our sales force, a $2.7 million decrease in accounts receivable due to timing of our cash collections, and a $2.1 million decrease in operating lease right-of-use assets due to amortization.

Current wording

The $11.6 million decrease in net cash provided from changes in operating assets and liabilities was primarily due to a $13.0 million change in accounts payables and accruals due to timing of payments and an $8.3 million change in other assets due to the timing of prepayments. The decrease was partially offset by a $10.5 million change in accounts receivable due to timing of our cash collections.

Previous wording

The $20.4 million increase in net cash used in investing activities for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 was primarily due to a $14.6 million increase in maturities and sales of short-term investments, an $8.1 million decrease in proceeds from sales of property and equipment, and a $7.4 million increase in capitalized software costs, partially offset by a $8.4 million decrease in purchases of short-term investments.

Current wording

The $4.2 million decrease in net cash used in investing activities for the three months ended April 30, 2026 compared to the three months ended April 30, 2025 was primarily due to a $6.2 million decrease driven by the timing of purchases of short-term investments, partially offset by a $1.4 million increase in capitalized software costs driven by increased projects and a $1.0 million increase in purchases of property and equipment, net of sale proceeds, driven by build outs for office spaces.

Previous wording

The $221.9 million decrease in net cash used in financing activities for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 was primarily due to the following nonrecurring activities that were recognized during the nine months ended October 31, 2024: $449.0 million in proceeds from the issuance of the 2029 Convertible Notes, net of issuance costs and $30.3 million in proceeds from the settlement of capped calls related to the 2026 Convertible Notes, partially offset by $191.7 million paid for the partial repurchase of our 2026 Convertible Notes, $52.5 million for the purchase of capped calls related to the 2029 Convertible Notes, and $30.0 million principal payments on our June 2023 Facility. Additionally, the decrease was driven by a $14.7 million decrease in proceeds from the exercise of stock options and a $9.0 million increase in employee payroll taxes paid related to net share settlement of stock awards.

Current wording

The $64.1 million increase in net cash used in financing activities for the three months ended April 30, 2026 compared to the three months ended April 30, 2025 was primarily due to a $66.7 million increase in repurchases of our common stock, partially offset by a $4.4 million decrease in employee payroll taxes paid related to net share settlement of stock awards.

Previous wording

On April 7, 2021, we entered into an investment agreement with KKR and certain other investors relating to the issuance and sale of 500,000 shares of our Series A Convertible Preferred Stock, par value of $0.0001 per share, for an aggregate purchase price of $500 million, or $1,000 per share. Refer to Note 8 in Part I, Item 1. Financial Statements for a detailed description of our Series A Convertible Preferred Stock.

Current wording

On April 7, 2021 we entered into an Investment Agreement with KKR and certain other investors relating to the issuance and sale of 500,000 shares of our Series A Convertible Preferred Stock, par value of $0.0001 per share, for an aggregate purchase price of $500 million, or $1,000 per share.

Previous wording

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions. During the three months ended October 31, 2025, we repurchased 2.4 million shares at a weighted average price of $32.11 per share for a total amount of $76.8 million. During the nine months ended October 31, 2025, we repurchased 5.2 million shares at a weighted average price of $31.95 per share for a total amount of $166.6 million. As of October 31, 2025, $35.5 million remained authorized and available for additional repurchases.

Current wording

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions. On March 19, 2026, we announced that our Board of Directors authorized a $500 million expansion of the share repurchase plan. During the three months ended April 30, 2026, we repurchased 4.8 million shares at a weighted average price of $23.74 per share for a total amount of $114.4 million. As of April 30, 2026, approximately $445 million remained authorized and available for additional repurchases.

Previous wording

Our principal commitments consist of (i) obligations under operating leases for office spaces, (ii) purchase obligations not recognized on the condensed consolidated balance sheet as of October 31, 2025, which relate primarily to public cloud hosting services and IT software and support services, and (iii) debt, including obligations under our June 2023 Facility and Convertible Notes. For more information regarding our obligations for leases, purchase agreements, and debt, refer to Notes 5, 6, and 7, respectively, in Part I, Item 1. Financial Statements.

Current wording

Our principal commitments consist of (i) obligations under operating leases for office spaces, (ii) purchase obligations not recognized on the condensed consolidated balance sheet as of April 30, 2026, which relate primarily to public cloud hosting services and IT software and support services, and (iii) debt, including obligations under our June 2023 Facility and 2029 Convertible Notes. For more information regarding our obligations for leases, purchase agreements, and debt, refer to Notes 5, 6, and 7, respectively, in Part I, Item 1. Financial Statements.

Previous wording

There have been no material changes to our critical accounting estimates during the nine months ended October 31, 2025 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2025.

Current wording

There have been no material changes to our critical accounting estimates during the three months ended April 30, 2026 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2026.

Previous wording

Refer to Part I, Item 1. Financial Statements—Note 1 for information regarding the effect of new accounting pronouncements on our financial statements.

Current wording

Refer to Part I, Item 1. Financial Statements—Note 1 regarding the effect of recently adopted and issued accounting pronouncements on our financial statements.

Previous wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), principal payments of finance lease liabilities, capitalized software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Current wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), capitalized software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The $6.1 million, or 9%, increase in research and development expense for the three months ended October 31, 2025 was primarily due to increases of $4.3 million and $1.1 million in employee related costs and stock-based compensation expense, respectively, both driven by a 9% increase in headcount. The increased employee headcount and related costs are primarily driven by the growth in lower cost regions. Additionally, we had increases of $1.2 million in subscription software contract expense, $1.0 million in office related expenses and $0.5 million in a public cloud infrastructure costs. The increase was partially offset by an increase of $2.4 million in capitalized internally developed software costs. Research and development expenses as a percentage of revenue remained flat year-over-year.

Previous report — wording carried elsewhere

In January 2021, we issued $345.0 million aggregate principal amount of 0.00% convertible senior notes due January 15, 2026. In September 2024, using proceeds from the issuance of the 2029 Convertible Notes, we entered into separate and privately negotiated transactions with certain holders of the 2026 Convertible Notes to repurchase $140.0 million aggregate principal amount of the 2026 Convertible Notes. The 2026 Convertible Notes are senior unsecured obligations and do not bear regular interest. Each $1,000 principal amount of the 2026 Convertible Notes is convertible into 38.7962 shares of our Class A common stock, which is equivalent to a conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of specified events. Upon conversion, we will satisfy our conversion obligation by paying cash up to the aggregate principal amount of the 2026 Convertible Notes to be converted and we will deliver the conversion premium in shares of common stock.

Previous report — wording carried elsewhere

On December 2, 2025, we announced that our Board of Directors authorized an expansion of the share repurchase plan. Under this expansion, an additional $150 million of our class A common stock may be repurchased in open market transactions through December 1, 2026.