DOCUSIGN, INC.

Note 7. Commitments and Contingencies

We have entered into certain noncancelable contractual arrangements that require future purchases of goods and services. These arrangements primarily relate to cloud infrastructure support and sales and marketing activities. As of April 30, 2026, our future noncancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows:

We entered into an agreement, which includes a minimum commitment, with a public cloud computing service provider. As of April 30, 2026, our remaining minimum commitment under the agreement is $241.4 million through fiscal 2030, which is excluded from the table above.

Indemnification

We enter into indemnification provisions under our agreements with customers and other companies in the ordinary course of business, including business partners, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify and defend the indemnified party for certain claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of our activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification clauses or agreements is not determinable. Historically, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these indemnification agreements is not material as of April 30, 2026, and January 31, 2026. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification agreements.

We have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

Claims and Litigation

From time to time, we may be subject to legal proceedings, claims, investigations or other contingencies in the ordinary course of business. If we are unsuccessful in defending, or if we determine to settle, any of these matters, we may be required to pay substantial sums, be subject to injunction and/or be required to change how we operate our business, which could have a material adverse impact on our financial position or results of operations.

Legal costs associated with litigation are expensed as incurred. Unless otherwise stated, we are unable to reasonably estimate the loss or a range of possible loss for the matters described below. In certain instances, we may be unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a claim because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. We review loss contingencies at least quarterly to determine whether the likelihood of loss has changed and whether we can make a reasonable estimate of the loss or range of loss. When we determine that a loss from a claim is probable and reasonably estimable, we record a liability for an estimated amount. We also provide disclosure when we determine it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Because these issues are often subject to substantial uncertainty, the probability of a loss (if any) and/or the estimated amount of a loss are difficult to ascertain. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, we believe the final outcome of these matters, including the cases described below, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.

Docusign, Inc. Securities Litigation and Related Derivative Litigation

On February 8, 2022, a putative securities class action was filed in the U.S. District Court for the Northern District of California, captioned Weston v. Docusign, Inc., et al., Case No. 3:22-cv-00824, naming Docusign and certain of our then-current and former officers as defendants. The complaint (as amended on July 8, 2022, April 14, 2025 and May 22, 2025) alleged claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic. On January 26, 2026, the Court granted our renewed motion to dismiss the case, entering judgment in our favor and against the plaintiffs that same day. Plaintiffs did not appeal this result and the matter is now closed.

Eight putative shareholder derivative cases were previously filed containing allegations based on or similar to those in the securities class action. The plaintiffs in each of these cases have voluntarily dismissed them or are in the process of doing so.

In addition, on June 3, 2025, two cases, captioned Harbor Capital Appreciation Fund, et al. v. DocuSign, Inc., et al., Case No. 3:25-cv-04681, and Advanced Series Trust, et al. v. DocuSign, Inc., et al., Case No. 3:25-cv-04683, were filed in the U.S. District Court for the Northern District of California by plaintiffs who had opted out of the class certified in Weston v. Docusign. These opt-out cases allege substantially similar claims as in the class action, which we deny. On July 18, 2025, the cases were stayed pending the resolution of the motion to dismiss the securities class action and on May 6, 2026 the Court lifted the stay in light of the dismissal of that action. We are pursuing the voluntary dismissal of these cases following the dismissal of the securities class action.

Note 8. Stockholders' Equity

Equity Incentive Plans

We maintaintwo stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”) and the Amended and Restated 2011 Equity Incentive Plan.

As of April 30, 2026,56.2 million shares of our common stock were available for issuance under the 2018 Plan.

Restricted Stock Units

RSU activity for the three months ended April 30, 2026 was as follows:

As of April 30, 2026, our total unrecognized compensation cost related to RSUs was $1.0 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 2.3 years.

As of April 30, 2026, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions (“PSU”) was $166.3 million. The number of RSUs granted or canceled included in the table above reflects shares that could be eligible to vest at 100% of target for PSUs and includes adjustments for over or under achievement for PSUs granted in prior periods.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of our common stock at a discounted price, normally through payroll deductions, subject to the terms of the ESPP and applicable law. As of April 30, 2026,14.5 million shares of our common stock were reserved for issuance under the ESPP.

Compensation expense related to the ESPP was $4.3 million and $3.5 million for the three months ended April 30, 2026 and 2025.

Stock Repurchase Program

Our board of directors authorized a stock repurchase program, which commenced in March 2022. Most recently, in March 2026, our board of directors authorized an increase to our existing stock repurchase program for an additional amount of up to $2.0 billion of our outstanding common stock, increasing our total authorization to an aggregate $4.5 billion. As of April 30, 2026, our total remaining authorization under our stock repurchase plan is up to $2.4 billion.

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

1 Included in the repurchase amount is the 1% excise tax as a result of the Inflation Reduction Act (“IRA”).

Note 9. Net Income per Share Attributable to Common Stockholders

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

Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows:

Note 10. Income Taxes

Our provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate as prescribed under ASC 740, “Income Taxes”, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment, which results in a provision for or benefit from income taxes in the current quarter.

We recorded an income tax provision of $39.6 million and $1.7 million for the three months ended April 30, 2026 and 2025. In the three months ended April 30, 2026, the tax provision was driven by U.S. and foreign earnings and expense related to stock-based compensation. In the three months ended April 30, 2025, the tax provision was driven by U.S. and foreign earnings, partially offset by excess tax benefits from stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation included significant tax law changes, including the restoration of immediate expensing for domestic research and development costs. The impact of these changes are included in our tax provision and have resulted in additional tax expense in the three months ended April 30, 2026 compared to the same period in 2025.

We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all the deferred tax assets will not be realized. As of April 30, 2026, we continue to maintain a valuation allowance against our California deferred tax assets. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

As of April 30, 2026, our gross unrecognized tax benefits totaled $105.3 million, excluding related accrued interest and penalties, of which $84.8 million would impact the effective tax rate if recognized. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect material changes to our gross unrecognized tax benefits within the next 12 months.

Note 11. Segment and Geographic Information

We operate inone operating segment andone reportable segment as we report financial information, including net income determined in accordance with U.S. GAAP among other measures, on a consolidated basis to our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. The CODM uses consolidated financial information to make operating decisions, allocate resources, and evaluate financial performance, primarily by monitoring actual results compared to forecasted results as well as by reviewing year-over-year results and trending historical performance.

The CODM also reviews significant segment expenses for our single reportable segment. Significant segment expenses include cost of revenue, sales and marketing expenses, research and development expenses, and general and administrative expenses, all of which are presented in our consolidated statements of operations and comprehensive income. Other segment items include interest expense, interest and other income, and provision for income taxes, which are also presented in our consolidated statements of operations and comprehensive income.

We generate revenue primarily from sales of subscriptions to access our software platform and related subscriptions of our customers.

Segment assets are reported on the consolidated balance sheets as total assets.

Our reported measure of segment profit is as follows:

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

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

No single country other than the U.S. had revenue greater than 10% of total revenue in the three months ended April 30, 2026 and 2025.

Note 12. Subsequent Events

In May 2026, we entered into an agreement to lease office space. The lease will commence in fiscal 2027. The noncancelable lease term for the space will expire in fiscal 2039. The aggregate base rent payments, net of tenant incentives expected to be received, under the lease are estimated to be approximately $34.3 million. We will recognize the related right-of-use asset and lease liability, which have not yet been determined, at the lease commencement date.