Asana, Inc.

Note 1. Organization

Organization and Description of Business

Asana, Inc. (“Asana” or the “Company”) was incorporated in the state of Delaware on December 16, 2008. Asana is a leading work management platform for human and AI coordination. The Company is headquartered in San Francisco, California.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

The unaudited condensed consolidated balance sheet as of January 31, 2026 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In management's opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of comprehensive loss, and stockholders' equity, and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions reflected in the condensed consolidated financial statements include, but are not limited to, revenue recognition, the fair value of intangible assets acquired in business combinations, the useful lives of long-lived assets and intangible assets, the carrying values of long-lived assets, stock-based compensation expense, the period of benefit for deferred contract acquisition costs, income taxes, and the valuation of right-of-use (“ROU”) assets. Actual results could differ from those estimates.

Risks and Uncertainties

Global macroeconomic events including inflation, fluctuating interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, tariffs and changes in trade agreements, and international armed conflicts have led to economic uncertainty. These macroeconomic conditions have and are likely to continue to have adverse effects on the rate of global information technology (“IT”) spending, including the buying patterns of the Company’s customers and prospective customers.

The conditions caused by the aforementioned macroeconomic events have affected and could continue to affect the rate of global IT spending and could adversely affect demand for the Company’s platform, lengthen the Company’s sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of the Company’s paying customers to go out of business, and affect contraction or attrition rates of the Company’s customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance related to the aforementioned macroeconomic events that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and marketable securities. The Company deposits its cash and cash equivalents and maintains its marketable securities with financial institutions that management believes are of high credit quality, although such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Cash equivalents are invested in highly rated securities.

The Company grants credit to customers in the normal course of business. For the three and six months ended July 31, 2026 and 2025, there were no individual customers that accounted for 10% or more of the Company’s revenues. No customer accounted for more than 10% of accounts receivable, net as of July 31, 2026 or January 31, 2026.

Business Combination

The Company accounts for acquisitions using the acquisition method of accounting in accordance with ASC 805, “Business Combinations”, which requires, among other things, allocation of the fair value of purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of the identifiable assets and liabilities is recorded as goodwill.

Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceedone year from the date of acquisition, the Company may record adjustments to the tangible and intangible assets acquired and liabilities assumed with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations.

Goodwill

Goodwill is evaluated for impairment at least annually in the fourth quarter, or more frequently if circumstances indicate that the carrying amount of goodwill may not be recoverable. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to fair value and goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Any excess of the carrying value of the goodwill above its fair value is recognized as an impairment loss. For the purposes of impairment testing, the Company hasone reporting unit.

Intangible Assets, Net

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from five toseven years. The Company reviews definite-lived intangible assets for impairment under the long-lived asset model described in the Impairment of Long-Lived Assets section.

Fair Value of Financial Instruments

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs comprised of quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

In determining fair value, a financial instrument’s classification within the three-tier fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

The carrying amount of certain financial instruments, including accounts receivable, accounts payable, and accrued liabilities approximates their fair values due to their short-term nature.

Segment Information

The Company manages its operations and allocates resources as a single operating and reportable segment. The Company primarily generates revenues from subscriptions from paying customers accessing its cloud-based platform.

The Company’s chief operating decision-maker is its Chief Executive Officer (“CEO”), who reviews financial information regularly provided on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

The Company’s CEO assesses performance and decides how to allocate resources based on consolidated net income or loss that is reported on the Company’s condensed consolidated statements of operations. The consolidated net income or loss is used by the CEO for purposes of evaluating return on assets and determining investment opportunities related to the Company's platform, product development, or sales and marketing. The CEO reviews consolidated expense information for each period based on the classifications presented on the Company's condensed consolidated statements of operations, including cost of revenues, research and development, sales and marketing, general and administrative, interest income and other income (expense), net, interest expense, and (benefit) provision for income taxes. For information regarding the Company’s depreciation and amortization expense see Note 7. Balance Sheet Components, for information regarding interest income, see Note 13. Interest Income and Other Income (Expense), Net and for information regarding the Company’s revenues and long-lived assets by geographic area, see Note 15. Geographic Informationin these condensed consolidated financial statements.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value.

The Company holds restricted cash for the future payment of voluntary disability insurance claims. The Company had $0.8 million of restricted cash as of July 31, 2026 and $0.4 million restricted cash as of January 31, 2026.

Available-for-sale Investments

The Company’s marketable securities are primarily comprised of U.S. government securities, corporate bonds, and U.S. agency bonds. The Company classifies its securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including securities with stated maturities beyond 12 months, within current assets in the condensed consolidated balance sheets.

Available-for-sale securities are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity until realized. Unrealized gains and losses for any marketable securities that management intends to sell or is more likely than not that management will be required to sell prior to their anticipated recovery are recorded in interest income and other income (expense), net.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset groups may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company recordedno impairment charge during the three and six months ended July 31, 2026 and 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which requires that public entities disclose, on an annual and interim basis, disaggregated information about specific expense categories (including employee compensation, depreciation, and amortization) presented on the face of the income statement. As clarified by ASU 2025-01, the guidance is effective for the Company’s fiscal years beginning February 1, 2027 and interim reporting periods within annual reporting periods beginning February 1, 2028. The Company is currently evaluating the impact of adoption of the standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)", which makes targeted improvements to the accounting for internal-use software. The guidance is effective for the Company's fiscal years and interim reporting periods beginning February 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adoption of the standard on its consolidated financial statements and related disclosures.

Note 3. Revenues

Deferred Revenue and Remaining Performance Obligations

The Company recognized $98.7 million and $88.7 million of revenues during the three months ended July 31, 2026 and 2025, respectively, that were included in the deferred revenue balances at January 31, 2026 and 2025, respectively. The company recognized $244.9 million and $220.4 million of revenues during the six months ended July 31, 2026 and 2025, respectively, that were included in the deferred revenue balances at January 31, 2026 and 2025, respectively.

Deferred revenue that will be recognized within the next 12 months is recorded as deferred revenue, current and the remaining portion is recorded as deferred revenue, noncurrent. As of July 31, 2026, the Company's remaining performance obligations from contracts with customers was$522.0 million, of which the Company expects to recognize approximately 81% as revenues over the next 12 months and the remainder thereafter.

Deferred Contract Acquisition Costs

Deferred contract acquisition costs are amortized over a period of benefit ofthree years. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in the software-as-a-service industry.

The following table summarizes the activity of deferred contract acquisition costs (in thousands):

The following table summarizes the outstanding balances of deferred contract acquisition costs (in thousands):

Deferred contract acquisition costs, current is presented within prepaid expenses and other current assets in the condensed consolidated balance sheets. Deferred contract acquisition costs, noncurrent is presented within other assets in the condensed consolidated balance sheets.

Note 4. Fair Value Measurements

The following table summarizes, for assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):

The following table summarizes the Company's investments in marketable securities on the condensed consolidated balance sheets (in thousands):

The following table presents the contractual maturities of the Company’s marketable securities as of July 31, 2026 (in thousands):

The Company periodically evaluates its investments for expected credit losses. The Company had certain available-for-sale investment securities in a gross unrealized loss position, substantially all of which had been in such position for less than 12 months. The unrealized losses on the available-for-sale securities were primarily due to unfavorable changes in interest rates subsequent to the initial purchase of these securities. The Company expects to recover the full carrying value of its available-for-sale securities in an unrealized loss position as it does not intend or anticipate a need to sell these securities prior to recovering the associated unrealized losses. The Company also expects any credit losses would be immaterial based on the high-grade credit rating for each of such available-for-sale securities. As a result, the Company does not consider any portion of the unrealized losses as of July 31, 2026 or January 31, 2026 to represent credit losses.

In April 2020 and November 2022, the Company entered into credit agreements (the “April 2020 Senior Secured Term Loan” and “November 2022 Senior Secured Credit Facility” as defined in Note 8. Debt) with Silicon Valley Bank (“SVB”). The credit facilities are carried at amortized cost, which approximated their fair values as of July 31, 2026 and January 31, 2026. If the credit facilities were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy. The April 2020 Senior Secured Term Loan was repaid in full and terminated in November 2022. On March 27, 2023, First Citizens BancShares, Inc. announced that it entered into an agreement to purchase assets and liabilities of SVB, inclusive of the November 2022 Senior Secured Credit Facility.

Note 5. Business Combination

On May 27, 2026, the Company acquired 100% of the outstanding equity interests of Eigen Inc. (“StackAI”), a privately-held artificial intelligence company that offers a no-code automation platform, for aggregate cash consideration of $74.6 million. The Company paid $18.4 million of the consideration to an escrow account held by a third party for post-closing indemnification obligations. The acquisition is expected to help accelerate the Company’s broader AI platform strategy.

The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date, with the remaining balance allocated to goodwill. The preliminary allocation of purchase consideration was as follows (in thousands):

Goodwill represents the excess of the purchase consideration over the fair value of the identifiable net assets acquired. The goodwill is primarily attributed to the expected operational synergies, assembled workforce, and other intangible benefits that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.

The following table sets forth the component of identifiable intangible assets acquired and their estimated useful lives as of the date of the acquisition (in thousands):

The fair value of the developed technology and trade names and trademark assets were estimated using the relief-from-royalty method, which utilizes assumptions including revenue growth rates, future expected cash flows, royalty rates and technology obsolescence curves. The fair value of the customer relationship asset was estimated using the multi-period excess earnings method, which utilizes assumptions including revenue growth rates, attrition rates and future expected cash flows.

In connection with the acquisition, the Company granted equity awards to certain employees of the acquired company. These awards consist of 4.5 million restricted stock unit awards (“RSUs”) and 3.0 million performance-based restricted stock unit awards (“PSUs”). Additional PSUs equal to approximately $20.0 million are expected to be granted to StackAI employees approximatelyone-year from the acquisition date, subject to continued employment with the Company and the achievement of certain performance targets. The awards will vest over a period oftwo years after the grant date. As the awards are contingent upon future service, they are accounted for as post-combination stock-based compensation expense in accordance with ASC 718 and are not included as part of the purchase consideration for the acquisition under ASC 805.

The Company incurred acquisition-related costs of$1.4 million and $1.9 million for the three and six months ended July 31, 2026 in connection with this acquisition. No acquisition-related costs were incurred during thethree and six months ended July 31, 2025. These expenses are included in general and administrative expenses on the Company’s condensed consolidated statement of operations.

The results of StackAI were included in our consolidated financial statements from the date of acquisition. For the period from May 27, 2026 through July 31, 2026, StackAI contributed an immaterial amount of revenue and loss before taxes. Pro forma financial information has not been presented because the effects of the acquisition were not material to the Company’s condensed consolidated financial statements.

Note 6. Goodwill and Intangible Assets, Net

The changes in the carrying amounts of goodwill were as follows (in thousands):

Intangible assets, net consists of the following (in thousands):

Amortization expense for intangible assets was $0.5 million for the three and six months ended July 31, 2026. There wasno amortization expense for intangibles for the three and six months ended July 31, 2025.

The estimated future amortization expense related to intangible assets held as of July 31, 2026 were as follows (in thousands):

Note 7. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

Depreciation and amortization expense was $6.1 million and $5.2 million for the three months ended July 31, 2026 and 2025, respectively, and $12.3 million and $10.1 million for the six months ended July 31, 2026 and 2025, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Note 8. Debt

In April 2020, the Company entered into afive-year $40.0 million term loan agreement with SVB (the “April 2020 Senior Secured Term Loan”) which provided for a senior secured term loan facility, in an aggregate principal amount of up to $40.0 million to be used for the construction of the Company’s corporate headquarters. Interest accrued and was payable monthly based on a floating rate per annum equal to the prime rate (per the Wall Street Journal) plus an applicable margin ranging from 0% to (1.0)% based on the Company’s unrestricted cash balance at the lender. The April 2020 Senior Secured Term Loan was repaid in full and terminated in November 2022 in connection with a refinance.

In November 2022, the Company entered into an agreement for afour-year credit facility (as amended on April 13, 2023, June 18, 2024, November 18, 2024, May 29, 2025, and February 26, 2026, the “November 2022 Senior Secured Credit Facility”) with SVB, which refinanced the April 2020 Senior Secured Term Loan. The November 2022 Senior Secured Credit Facility provides for senior secured credit facilities in the aggregate principal amount of $150.0 million, including a senior secured term loan facility in an aggregate principal amount of $50.0 million and a revolving loan facility in an aggregate principal amount of up to $100.0 million, including a $30.0 million letter of credit sub-facility, maturing on November 7, 2026. On March 27, 2023, First Citizens BancShares, Inc. announced that it entered into an agreement to purchase assets and liabilities of SVB, inclusive of the November 2022 Senior Secured Credit Facility.

Borrowings under the November 2022 Senior Secured Credit Facility may be designated as ABR Loans or SOFR Loans, subject to certain terms and conditions under the agreement. ABR Loans accrue interest at a rate per annum equal to the ABR plus an applicable margin of 1.25%. Term SOFR Loans accrue interest at a rate per annum equal to the applicable adjusted term SOFR rate, which is equal to the applicable term SOFR rate plus a term SOFR adjustment of 10 basis points, provided such adjusted term SOFR rate shall not be less than zero, plus an applicable margin of 2.25%. Interest accrues and is payable on a monthly basis.

The November 2022 Senior Secured Credit Facility contains customary conditions to borrowing, events of default, and covenants, including covenants that restrict the Company’s ability to incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to the business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions, subject to customary exceptions. In addition, the November 2022 Senior Secured Credit Facility contains financial covenants, including a consolidated adjusted quick ratio of 1.25 to 1.00, as well as a minimum cash adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), each tested on a quarterly basis.

Pursuant to the terms of the November 2022 Senior Secured Credit Facility, the Company may issue letters of credit which may reduce the total amount available for borrowing under the revolving credit facility. Additionally, the Company is required to pay an annual commitment fee that accrues at a rate of 0.15% per annum on the unused portion of the borrowing commitments under the revolving credit facility. The Company had an aggregate of$21.7 million of letters of credit outstanding under the revolving credit facility as of July 31, 2026, and the Company’s total available borrowing capacity under the revolving credit facility was $78.3 million as of July 31, 2026.

As of July 31, 2026,$50.0 million was drawn and$36.9 millionwas outstanding under the November 2022 Senior Secured Credit Facility. As of July 31, 2026, the Company was in compliance with all financial covenants.

In conjunction with the close of the November 2022 Senior Secured Credit Facility, the Company paid upfront issuance fees of $0.4 million. The upfront fees are amortized over the remaining term of the agreement. As of July 31, 2026, the Company had less than $0.1 million remaining of upfront issuance fees allocated to the revolving credit facility presented in the Company’s condensed consolidated balance sheet within prepaid expenses and other current assets.

The net carrying amounts of the November 2022 Senior Secured Credit Facility were as follows (in thousands):

The net carrying amount of the current portion of the term loan is presented within accrued expenses and other current liabilities in the condensed consolidated balance sheets.

The expected future principal payments for all borrowings as of July 31, 2026 is as follows (in thousands):

Note 9. Commitments and Contingencies

Standby Letters of Credit

As of July 31, 2026, the Company had several letters of credit outstanding related to its operating leases totaling $21.7 million. The letters of credit expire at various dates between fiscal 2028 and fiscal 2035.

Purchase Commitments

In November 2024, the Company entered into a 60-month contract with Amazon Web Services (“AWS”) for hosting-related services, which replaced the Company’s prior agreement with AWS and terminated the remaining commitments under the prior agreement. Pursuant to the terms of the November 2024 contract with AWS, the Company is required to spend $255.0 million over the term of the contract between December 2024 to November 2029. The commitment may be offset by up to $4.2 million in credits, of which $3.7 million are subject to the Company meeting certain conditions of the agreement. As of July 31, 2026, the Company had purchase commitments remaining of $172.0 million under this contract, which are not reflected on the Company’s condensed consolidated balance sheet as of July 31, 2026. The Company may include certain agreements with third-party vendors purchased through AWS Marketplace within the AWS commitment, as spend for these agreements are eligible and expected to be used to meet the purchase commitment.

Future commitments under the AWS contract as of July 31, 2026, are as follows (in thousands):

During the six months ended July 31, 2026, other than certain non-cancelable operating leases described in Note 10. Leasesand the commitment for hosting-related services described above, there have been no other material changes outside the ordinary course of business to the Company’s contractual obligations and commitments from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against any liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

Additionally, in the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. For the six months ended July 31, 2026 and 2025, no demands have been made upon the Company to provide indemnification under such agreements, and there are no claims that the Company is aware of that could have a material adverse effect on its financial position, results of operations, or cash flows.

Contingencies

From time to time in the normal course of business, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. As of July 31, 2026, the Company believes that none of its current legal proceedings would have a material adverse effect on its financial position, results of operations, or cash flows.

Note 10. Leases

The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through fiscal 2037. The Company has no lease agreements that are classified as finance leases.

Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year included in the Company’s total operating lease liabilities as of July 31, 2026 are as follows (in thousands):

The Company has subleased certain office spaces to third parties and has classified the subleases as operating leases. The subleases have lease terms ranging from four tofive years. Sublease income was $1.2 million and $2.4 million for the three and six months ended July 31, 2026, respectively. Sublease income was $0.6 million and $1.2 million for the three and six months ended July 31, 2025, respectively. The Company recognizes sublease income as a reduction of lease expense in the Company’s condensed consolidated statements of operations.

Operating lease amounts in the table above do not include sublease payments to be received of $14.7 million. As of July 31, 2026, the future total minimum sublease payments to be received were as follows (in thousands):

Note 11. Net Loss Per Share

The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting and conversion rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net income and losses.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

The potential shares of common stock that were excluded from the computation of diluted net loss per share for the period presented because including them would have been anti-dilutive are as follows (in thousands):

(1)Performance-based restricted stock units are presented at the number of shares eligible to vest based on 100% target attainment of the market and performance conditions, however the number of shares that ultimately vest will range between zero and 200% depending on the specific award terms.

Note 12. Stockholders’ Equity

Common Stock

There aretwo classes of common stock that total 1,500,000,000 authorized shares:1,000,000,000 authorized shares of Class A common stock and 500,000,000 authorized shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible intoone share of Class A common stock. There were 161,140,004 shares of Class A common stock and 69,533,780 shares of Class B common stock issued and outstanding as of July 31, 2026. There were 162,018,631 shares of Class A common stock and 75,896,680 shares of Class B common stock outstanding as of January 31, 2026.

All changes in the number of shares of common stock outstanding for the three and six months ended July 31, 2026 were related to changes in Class A common stock, other than conversions of Class B common stock into an equivalent number of shares of Class A common stock.

Stock Plans

The Company has a 2009 Stock Plan (the “2009 Plan”), a 2012 Amended and Restated Stock Plan (the “2012 Plan”), and a 2020 Equity Incentive Plan (the “2020 Plan”). Each plan was initially established to grant equity awards to employees and consultants of the Company to assist in attracting, retaining, and motivating employees and consultants and to provide incentives to promote the success of the Company’s business. The number of shares reserved for issuance under the 2020 Plan increased by 11,895,765 shares of Class A common stock on February 1, 2026. As of July 31, 2026,53,539,788 shares were reserved for issuance under the 2020 Plan.

There areno outstanding awards under the 2009 Plan, and new issuances under the 2012 Plan terminated upon completion of the direct listing. Awards outstanding under the 2012 Plan continue to be outstanding and are governed by the provisions of the 2012 Plan. The 2020 Plan provides for the grant of incentive stock options

(“ISOs”), within the meaning of Section 422 of the Code, nonstatutory stock options (“NSOs” and together with ISOs, “stock options”), stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSUs”), performance-based restricted stock unit awards (“PSUs”), and other forms of equity compensation.

ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. Stock options under the 2020 Plan may be granted for periods of up to 10 years. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors. Stock options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48 per month thereafter.

The Company has outstanding RSU awards issued pursuant to the 2012 Plan and 2020 Plan. RSUs granted generally vest on a predefined rate over a period ofone tofour years contingent upon continuous service.

Shares of common stock purchased under the 2012 Plan are subject to certain restrictions and repurchase rights.

Stock Options

Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data):

The total intrinsic value of stock options exercised during the periods presented were as follows:

Restricted Stock Units

The Company’s RSU activity is set forth below (in thousands, except per share data):

The weighted-average grant date fair value of RSUs granted during the six months ended July 31, 2026 and 2025 was $7.11 and $17.40, respectively. The total grant date fair value of RSUs vested during the six months ended July 31, 2026 and 2025 was $74.9 million and $97.0 million, respectively.

Performance-Based Restricted Stock Units

The Company grants PSUs to certain employees which are subject to vesting based on either the achievement of a market-based condition and service-based condition (“Market-Based Awards”) or a performance-based condition and service-based condition (“Performance-Based Awards”). The number of shares eligible to vest depend on the attainment level of the market and performance conditions over a range ofone tofour annual performance periods.

Market-Based Awards

The Market-Based Awards vest based on both (i) continuous service through each vesting date and (ii) the Company’s relative total shareholder return performance as compared to a defined group of peer companies during the performance periods. The Company estimates the grant-date fair value of the Market-Based Awards using a Monte Carlo simulation model, which models multiple stock price paths in order to estimate the grant date fair value of the awards. The valuation model incorporates various assumptions including expected stock price volatility, expected term, expected dividend yield, and risk-free interest rates. The Company estimates the volatility of its common stock and the common stock of its peer companies on the date of grant based on the respective historical equity volatility. The expected term is based on the award agreement, the expected dividend yield input is zero as the Company has never declared a dividend and does not expect to pay any cash dividends in the foreseeable future, and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company recognizes stock-based compensation expense for the Market-Based Awards using the accelerated attribution method over the requisite service period. Failure to satisfy the market condition results in the forfeiture of units but does not result in the reversal of previously recognized compensation cost.

The following assumptions were used to calculate the fair value of the Market-Based Awards granted during the six months ended July 31, 2026:

During the three and six months ended July 31, 2026, the Company recognized $3.1 million and $5.6 million of stock-based compensation expense related to its Market-Based Awards, respectively. During the three and six months ended July 31, 2025, the Company recognized $0.3 million of stock-based compensation expense related to the Market-Based Awards.

Performance-Based Awards

The Performance-Based Awards will vest upon satisfaction of both (i) continuous service through each vesting date and (ii) achievement of certain performance targets during the performance periods. Under ASC 718, the Performance-Based Awards are determined to be granted once the performance targets are approved by the board of directors, as this is when a mutual understanding of the key terms of the awards have been established. The Company estimates the grant-date fair value of the Performance-Based Awards based on the price of the Company’s common stock on the date of grant. Stock-based compensation for these awards is recognized using the accelerated attribution method over the requisite service period and is only recognized if achievement of the performance targets is considered probable. The probability of achievement is assessed at the grant date and is reassessed each reporting period. Stock-based compensation for these awards will be adjusted to reflect the number of awards that ultimately vest.

During the three and six months ended July 31, 2026, the Company recognized $2.8 million and $3.1 million of stock-based compensation expense related to its Performance-Based Awards, respectively. The Company didnot recognize any related stock-based compensation expense during the three and six months ended July 31, 2025.

The Company’s PSU activity is set forth below (in thousands, except per share data):

(1)The Company’s total PSUs granted were made up of 866,485 Market-Based Awards and 3,289,492 Performance-Based Awards during the six months ended July 31, 2026.

The weighted-average grant date fair value of PSUs granted during the six months ended July 31, 2026 and 2025 was $7.72 and $20.23, respectively. No PSU awards vested during the six months ended July 31, 2026 and 2025.

Stock-Based Compensation Expense

Stock-based compensation expense for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands):

The stock-based compensation expense related to awards granted to non-employees for the three and six months ended July 31, 2026 and 2025 were not material.

Total unrecognized stock-based compensation expense related to unvested awards not yet recognized under all equity compensation plans was as follows:

2020 Employee Stock Purchase Plan

In September 2020, the Company’s board of directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the direct listing. The number of shares reserved under the ESPP was automatically increased on February 1, 2026 to 14,596,024 shares of Class A common stock, pursuant to the evergreen provisions of the ESPP.

Subject to any limitations contained therein, the ESPP allows eligible participants to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase shares of the Company’s Class A common stock at a purchase price equal to 85% of the fair market value of the Class A common stock on either the first day of the offering period or the purchase date, whichever fair market value is lower. The ESPP generally provides for consecutive 24-month offering periods, each consisting offour separate consecutive purchase periods of approximatelysix months in length. The ESPP also includes atwo year look back in purchase price, including a reset feature. The reset feature is triggered if the price on the date of purchase is less than the price on the first day of the offering period.

The Company recognized stock-based compensation expense related to the ESPP of $2.1 million and $1.5 million during the three months ended July 31, 2026 and 2025, respectively, and $3.8 million and $3.7 million during the six months ended July 31, 2026 and 2025, respectively. As of July 31, 2026 and January 31, 2026, $3.6 million and $6.0 million, respectively, have been withheld in contributions from employees. As of July 31, 2026, total unrecognized stock-based compensation expense related to the ESPP was $6.8 million, which will be amortized over a weighted-average vesting term of 1.1 years.

Stock Repurchase Program

In June 2024, the Company’s board of directors authorized a stock repurchase program of up to $150.0 million of its outstanding Class A common stock (the “Repurchase Program”). The Repurchase Program was later amended on May 30, 2025 to remove the original expiration date and authorize the repurchase of an additional $100.0 million of Class A common stock. On February 27, 2026, the Repurchase Program was amended by the board of directors to authorize the repurchase of an additional $160.0 million of Class A common stock. Under the Repurchase Program, which is designed to return value to the Company’s stockholders and reduce share count over time, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans. The timing, manner, price, and amount of any repurchases under the Repurchase Program will be determined by the Company in its discretion.

The Repurchase Program does not obligate the Company to acquire any particular amount of Class A common stock, and the Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The Repurchase Program will be funded using the Company’s working capital, has no fixed term as amended, and will continue until the funds committed to the Repurchase Program are exhausted or such authorization is revoked by the Company’s board of directors.

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

As of July 31, 2026, $102.9 million remained available for future stock repurchases under the Repurchase Program. All shares of Class A common stock repurchased under the Repurchase Program were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price over par value was recorded entirely to accumulated deficit in the condensed consolidated balance sheets.

Note 13. Interest Income and Other Income (Expense), Net

Interest income and other income (expense), net consist of the following (in thousands):

Other non-operating (expense) income consists primarily of realized foreign currency gains and losses on transactions in the periods presented.

Note 14. Income Taxes

The Company’s income tax benefit was $0.8 million and the Company’s income tax expense was $0.7 million for the three and six months ended July 31, 2026, respectively, primarily due to a valuation allowance release from the StackAI acquisition and offset by income taxes in foreign jurisdiction. The Company’s income tax expense was $1.4 million and $2.6 million for the three and six months ended July 31, 2025, respectively, primarily due to income taxes in foreign jurisdictions.

On July 4, 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”). Included in this legislation are provisions that allow for the immediate expensing of domestic research and development expenses, permanent extensions and modifications of certain provisions of the 2017 Tax Cuts and Jobs Act, and modifications to the U.S. international tax system. The Company evaluated the impact of the OBBB Act on its tax provision, valuation allowance, and uncertain tax positions. The OBBB Act did not have a material impact on the Company's financial statements. The Company maintains a full valuation allowance, and any change in net deferred tax assets from the OBBB Act would be accompanied by a corresponding adjustment to the valuation allowance.

Note 15. Geographic Information

The following tables set forth revenues and long-lived assets, which primarily consist of property and equipment, net and operating lease ROU assets, by geographic area for the periods presented below (in thousands):

Revenues by geography are based on the shipping address of the customer.

Long-Lived Assets

Note 16. Restructuring

In the fourth quarter of fiscal 2025, the Company approved a restructuring plan (the “2025 Restructuring Plan”) intended to improve operational efficiencies and operating costs and better align the Company’s workforce with its business needs, top strategic priorities, and key growth opportunities. The 2025 Restructuring Plan involved a reduction of the Company’s workforce by approximately 5% globally.

As of July 31, 2025, the Company had recorded cumulative total restructuring charges of $6.7 million related to the 2025 Restructuring Plan, consisting of $6.0 million of severance and related charges and $0.7 million of stock-based compensation expense. During the six months ended July 31, 2025, the Company recorded restructuring charges of $2.2 million and settled the restructuring liability.

Separate from the 2025 Restructuring Plan, during the three months ended July 31, 2026, the Company recorded $2.5 million of restructuring charges related to an insignificant workforce reduction, consisting of $2.5 million of severance and related charges and less than $0.1 million of stock-based compensation benefit. As of July 31, 2026, the Company had $0.2 million restructuring charges reflected within accrued expenses and other current liabilities.

Restructuring costs consist of the following activity for the periods presented (in thousands):

The restructuring costs are recognized in the condensed consolidated statement of operations for the periods presented (in thousands):