DigitalOcean Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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Jun 30, 2025 · Filed Aug 5, 2025
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Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)
Note 1. Nature of the Business and Organization
DigitalOcean Holdings, Inc. and its subsidiaries (collectively, the Company, we, our, us) isa leading cloud computing platform, offering simple, scalable and approachable on-demand cloud and AI services for digital native enterprises around the world. The Company’s platform simplifies cloud computing and AI, enabling its customers to rapidly accelerate innovation and productivity. The Company offers a comprehensive set of cloud platform capabilities which spans across Infrastructure-as-a-Service (“IaaS”), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (“PaaS”) and Software-as-a-Service (“SaaS”), including Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings. The Company also offers a comprehensive artificial intelligence and machine learning (“AI/ML”) platform - DigitalOcean Gradient™ AI Agentic Cloud which includes Gradient AI Infrastructure with offerings such as GPU Droplets and Bare Metal GPUs; the Gradient AI Platform which offers various building block services including Large Language Models (“LLMs”); and Gradient AI Agents. The Company continues to invest in its platform to further penetrate the growing markets in which it operates.
The Company has adopted a holding company structure and the primary operations are performed globally through its wholly owned operating subsidiaries.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2025, results of operations for the three and six months ended June 30, 2025 and 2024, cash flows for the six months ended June 30, 2025 and 2024, and stockholders' deficit for the three and six months ended June 30, 2025 and 2024.
Prior Period Reclassification
Beginning in the fourth quarter of 2024, the Company reclassified personnel costs including salaries, bonuses, benefits, and stock-based compensation related to customer support employees, and certain other costs from sales and marketing and research and development to cost of revenue in order to better reflect the cost of supporting its growing customer base, and to improve comparability with peers.
As a result, the condensed consolidated statements of operations for the three and six months ended June 30, 2024 have been recast to reflect the effects of the changes in cost of revenue, gross profit, sales and marketing, research and development and total operating expenses. There was no change in income from operations, net income attributable to common stockholders or net income per share attributable to common stockholders for the three and six months ended June 30, 2024 as a result of these reclassifications. The condensed consolidated balance sheets, condensed consolidated statements of comprehensive income, condensed consolidated statements of stockholders’ deficit, and the condensed consolidated statements of cash flows were not affected by changes in the presentation of these costs.
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, accounting for stock-based compensation including estimation of the probability of performance vesting conditions, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, fair value of financial instruments, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are periodically reviewed to consider changes in circumstances, facts and experience.
Restricted Cash
The following table reconciles cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows:
| June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash and cash equivalents | $387,745 | $443,110 |
| Restricted cash(1) | 1,747 | 1,747 |
| Total cash, cash equivalents and restricted cash | $389,492 | $444,857 |
(1) Restricted cash consists of deposits in financial institutions related to a letter of credit used to secure a lease agreement.
Accounts Receivable Net of Allowance for Expected Credit Losses
Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data, and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for expected credit losses through provision for expected credit losses and reverses the accounts receivable and related allowance after the potential for recovery is considered remote.
The following table presents the changes in the allowance for expected credit losses for the period presented:
| Amount | |
|---|---|
| Balance as of December 31, 2024 | $5,940 |
| Provision for expected credit losses | 8,607 |
| Write-offs and other | (8,481) |
| Balance as of June 30, 2025 | $6,066 |
Recent Accounting Pronouncements – Pending Adoption
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (“Topic 740”)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of adoption on its financial disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses (“ASU 2024-03”). In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Clarifying the Effective Date. ASU 2024-03 requires that an entity breaks down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Further, ASU 2024-03 requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. As clarified in ASU 2025-01, the amendments in ASU 2024-03 are required to be adopted for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied on a prospective basis for financial statements issued after the adoption date, although retrospective application is permitted. The Company is currently evaluating the impact of adoption on its financial disclosures.
Note 3. Revenue
Revenue Disaggregation
Based on the information provided to and reviewed by the Company’s Chief Executive Officer (“CEO”), its chief operating decision maker, the Company believes that the nature, amount, timing and uncertainty of its revenue and cash flows and how they are affected by economic factors is most appropriately depicted based on the category of its customers. Customers are classified in the following categories based on the amount of their spend in a given month and individual customers may fall within different categories within a reporting period:
Builders: users that spend more than $50 and less than or equal to $500 in a month.
Scalers: users that spend more than $500 and less than or equal to $8,333 in a month.
Scalers+: users that spend more than $8,333 in a month.
Learners and Testers: users that spend less than or equal to $50 in a month. Learners are users that have been on the Company’s platform for more than three months. Testers are users that have been on the Company’s platform forthree months or less.
Revenue by customer category, as determined based on the customers’ spend in a given month, was as follows:
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 · 2024 | ||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue(1) | |
| Builders | $62,789 | 29% | $58,466 | 30% |
| Scalers | 78,986 | 36% | 69,937 | 36% |
| Scalers+ | 53,052 | 24% | 39,257 | 21% |
| Learners, Testers and Other(2) | 23,873 | 11% | 24,816 | 13% |
| Total | $218,700 | 100% | $192,476 | 100% |
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |
| Builders | $124,194 | 29% | $115,915 | 31% |
| Scalers | 155,244 | 36% | 138,155 | 37% |
| Scalers+ | 101,373 | 24% | 73,512 | 19% |
| Learners, Testers and Other(2) | 48,592 | 11% | 49,624 | 13% |
| Total | $429,403 | 100% | $377,206 | 100% |
(1) May not recalculate due to rounding.
(2) Other includes miscellaneous revenue and other reserve adjustments.
Geographical Information
Revenue, as determined based on the Company’s customers’ billing address, was as follows:
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | Percentage of Revenue(1) | Amount | Percentage of Revenue(1) | |
| North America | $79,560 | 37% | $73,682 | 38% |
| Europe | 59,660 | 27% | 54,565 | 28% |
| Asia | 50,752 | 23% | 44,345 | 23% |
| Rest of the world | 28,728 | 13% | 19,884 | 11% |
| Total | $218,700 | 100% | $192,476 | 100% |
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 · 2024 | ||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue(1) | |
| North America | $157,497 | 37% | $141,069 | 37% |
| Europe | 118,135 | 28% | 109,012 | 29% |
| Asia | 101,768 | 24% | 87,860 | 23% |
| Rest of the world | 52,003 | 11% | 39,265 | 11% |
| Total | $429,403 | 100% | $377,206 | 100% |
(1) May not recalculate due to rounding.
Revenue derived from customers in the United States was 31% of total revenue for the three and six months ended June 30, 2025, and 32% and 31% of total revenue for the three and six months ended June 30, 2024, respectively.
Deferred Revenue
Deferred revenue was $11,264 and $5,397 as of June 30, 2025 and December 31, 2024, respectively. Revenue recognized during the three months ended June 30, 2025 and 2024 was $650 and $823, respectively, and $2,885 and $2,934 during the six months ended June 30, 2025 and 2024, respectively, which was included in the deferred revenue balances at the beginning of each respective period.
Concentration of Credit Risk
The amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s customer base consists of a significant number of geographically dispersed customers. No customer represented 10% or more of accounts receivable, net as of June 30, 2025 and December 31, 2024. Additionally, no customer accounted for 10% or more of total revenue during the three and six months ended June 30, 2025 and 2024.
Remaining Performance Obligations
The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized in the condensed consolidated financial statements. As of June 30, 2025, the aggregate transaction price allocated to the remaining performance obligations was $53,402, which is expected to be recognized as revenue over the remaining life of the contracts. The weighted-average remaining life of these contracts is 1.9 years. The Company has applied the optional exemption to exclude contracts with an original expected term of one year or less from this amount.
Note 4. Fair Value Measurements
The fair value of the Company’s financial assets measured on a recurring basis was as follows:
| June 30, 2025 | ||
|---|---|---|
| Level I | Total | |
| Cash and cash equivalents: | ||
| Cash | $89,964 | $89,964 |
| Money market funds | 297,781 | 297,781 |
| Total Cash and cash equivalents | $387,745 | $387,745 |
| December 31, 2024 | ||
|---|---|---|
| Level I | Total | |
| Cash and cash equivalents: | ||
| Cash | $79,378 | $79,378 |
| Money market funds | 349,068 | 349,068 |
| Total Cash and cash equivalents | $428,446 | $428,446 |
The Company classifies its highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company had no Level 2 or Level 3 financial assets as of June 30, 2025 and December 31, 2024.
Interest income from investments was $3,202 and $5,128 for the three months ended June 30, 2025 and 2024, respectively, and $6,859 and $10,402 for the six months ended June 30, 2025 and 2024, respectively.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
The Company reports financial instruments at fair value, with the exception of the 0% Convertible Senior Notes due December 1, 2026 (“Convertible Notes”). Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows:
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value | Carrying Value | Fair Value | |
| Convertible Notes | $1,489,164 | $1,400,625 | $1,485,366 | $1,344,375 |
The carrying value of the Convertible Notes as of June 30, 2025 and December 31, 2024 was net of unamortized debt issuance costs of $10,836 and $14,634, respectively.
The total fair value of the Convertible Notes was determined based on the closing trading price as of the last day of trading for the period. The Company classifies the fair value to be a Level 2 valuation within the fair value measurement hierarchy due to the limited trading activity.
Note 5. Balance Sheet Details
Property and equipment, net
Property and equipment, net consisted of the following:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Servers and related equipment | $909,179 | $833,893 |
| Furniture and fixtures | 161 | 1,558 |
| Leasehold improvements | 285 | 6,985 |
| Internal-use software | 99,259 | 94,981 |
| Equipment under finance leases | 12,542 | 12,138 |
| Property and equipment, gross | $1,021,426 | $949,555 |
| Less: accumulated depreciation | $(474,163) | $(439,664) |
| Less: accumulated amortization | (81,742) | (77,347) |
| Property and equipment, net | $465,521 | $432,544 |
Depreciation expense on property and equipment was $25,589 and $25,981 for the three months ended June 30, 2025 and 2024, respectively, and $47,348 and $50,619 for the six months ended June 30, 2025 and 2024, respectively.
Capitalized costs related to the development of computer software for internal use was $1,688 and $3,346 for the three months ended June 30, 2025 and 2024, respectively, and $4,287 and $5,418 for the six months ended June 30, 2025 and 2024, respectively, which is included in internal-use software costs within property and equipment, net. Amortization expense related to internal-use software was $2,145 and $1,413 for the three months ended June 30, 2025 and 2024, respectively, and $4,399 and $2,927 for the six months ended June 30, 2025 and 2024, respectively.
Other assets
Other assets consisted of the following:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Prepaid expenses, long term | $7,892 | $5,353 |
| Deferred financing fees | 5,109 | 782 |
| Other assets | 2,041 | 2,402 |
| Total other assets | $15,042 | $8,537 |
Note 6. Debt
Convertible Notes
In November 2021, the Company issued$1,500,000 aggregate principal amount of Convertible Notes in a private offering, including the exercise in full of the over-allotment option granted to the initial purchasers of $200,000. The Convertible Notes are senior unsecured obligations of the Company and do not bear interest, and the principal amount of the Convertible Notes does not accrete. The Convertible Notes will mature on December 1, 2026 unless earlier converted, redeemed, or repurchased. Amortization of deferred financing fees was $1,900 and $1,891 for the three months ended June 30, 2025 and 2024, respectively, and $3,798 and $3,779, for the six months ended June 30, 2025 and 2024, respectively.
During the three months ended June 30, 2025, none of the circumstances allowing holders to convert the Convertible Notes were met.
2025 Credit Facility
On May 5, 2025, the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, its wholly owned subsidiary, DigitalOcean, LLC, as borrower (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Agent”), and the lenders party thereto (the “Lenders”). The Credit Agreement provides for a $500,000 senior secured delayed draw term loan facility (“Term Loan Facility”, and any loans thereunder “Term Loans”) and a $300,000 senior secured revolving credit facility (“Revolving Facility”, and any loans thereunder “Revolving Loans”) which will include a $30,000 sublimit for the issuance of letters of credit (collectively the “2025 Credit Facility”). The Term Loan Facility and Revolving Facility mature on May 5, 2030, and are subject to a springing maturity date in the event certain conditions occur as described in the Credit Agreement. Revolving Loans may be borrowed, repaid and reborrowed, until their maturity date. Term Loans may be borrowed between May 5, 2025 and February 5, 2026 and once borrowed and repaid, cannot be reborrowed.
The Term Loans and Revolving Loans bear interest, at the Company’s option, at a rate equal to either (i) term SOFR, plus an applicable margin ranging from 1.25% to 2.25% per annum based on the total leverage ratio (as defined in the Credit Agreement), or (ii) a base rate equal to the highest of (x) the federal funds rate plus 0.50%, (y) the prime rate and (z) term SOFR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.25% to 1.25% per annum based on the total net leverage ratio. Undrawn commitments under the Revolving Credit Facility and the Term Loan Facility are subject to a commitment fee ranging from 0.175% to 0.35% per annum based on the total net leverage ratio on the average daily unused portion of such commitment that is available to the Borrower. Commencing on June 30, 2026, payments will be made in equal quarterly installments based on 1.25% of the outstanding principal amount of the Term Loans.
The Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants that require the Company to maintain certain levels of total net leverage ratio and interest coverage ratio. The negative covenants include restrictions on liens, investments, indebtedness, fundamental changes, asset dispositions, dividend payments and other restricted payments, transactions with affiliates, prepayments of subordinated debt and other matters, all subject to certain exceptions. The obligations under the Credit Agreement are required to be guaranteed by the Company and certain of the Company’s material domestic subsidiaries and are secured by substantially all of the assets of the Company, the Borrower and such subsidiary guarantors, subject to customary exceptions. The initial guarantors as of the closing under the Credit Agreement include the Company and Paperspace Co. The Credit Agreement also includes customary events of default. Upon the occurrence and during the continuance of an event of default, the Lenders may terminate their commitments and accelerate any outstanding obligations under the Credit Agreement and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. As of June 30, 2025, the Company was in compliance with all covenants under the 2025 Credit Facility.
The proceeds of the Term Loan Facility may only be used to repurchase, repay, acquire or otherwise settle a portion of the Company’s Convertible Notes and to pay related premiums, fees and expenses in connection therewith. The proceeds of the Revolving Facility may be used for working capital, capital expenditures, permitted acquisitions, refinancing of any indebtedness and other general corporate purposes.
In connection with the 2025 Credit Facility, the Company incurred $4,560 of issuance fees which are recognized as deferred financing fees in Other assets within the condensed consolidated balance sheets. Deferred financing fees allocated to the Revolving Facility are amortized over the remaining term of the 2025 Credit Facility, and deferred financing fees allocated to the Term Loan Facility are deferred until drawdown.
As of June 30, 2025, the Company hadno outstanding borrowings under the 2025 Credit Facility.
2022 Credit Facility
In February and March 2020, the Company entered into and subsequently amended a second amended and restated credit agreement with KeyBank National Association as administrative agent. In November 2021, the Company further amended such credit agreement to revise certain covenants that restricted the incurrence of indebtedness to permit the issuance of the Convertible Notes. In March 2022, the Company entered into a third amended and restated credit agreement (“2022 Credit Facility”) to, among other modifications, increase the maximum borrowing limit to $250,000.
On May 5, 2025, upon entry into the 2025 Credit Facility described above, the Company terminated its 2022 Credit Facility.
Note 7. Commitments and Contingencies
Purchase Commitments
As of June 30, 2025, the Company had long-term commitments and purchase orders with various software license, bandwidth, network services and third-party license vendors. The Company’s purchase commitments have not materially changed since December 31, 2024.
Leases
As of June 30, 2025, the Company had $3,218 of estimated undiscounted fixed payment obligations, mostly related to leases of co-location space at data center facilities, that have not yet commenced and were not included in the condensed consolidated balance sheets. These leases are expected to commence between July 2025 and September 2025, and have a weighted-average lease term of 3.6 years.
Letter of Credit
In conjunction with the execution of an office space operating lease, a letter of credit in the amount of $1,747 was issued and outstanding as of June 30, 2025 and December 31, 2024. No draws were made under the letter of credit. These funds are included as restricted cash on the condensed consolidated balance sheets as they are related to an operating lease and are included in beginning and ending cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows.
Legal Proceedings
The Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate disposition of any such litigation matters, the Company believes that any such legal proceedings will not have a material adverse effect on its condensed consolidated financial position, results of operations, or liquidity.
Note 8. Stockholders’ Equity
Share Buyback Program
On February 20, 2024, the Company’s Board of Directors approved the repurchase of up to an aggregate of $140,000 of its common stock (“2024 Share Buyback Program”). Pursuant to the 2024 Share Buyback Program, repurchases of the Company’s common stock will be made at prevailing market prices through open market purchases, in negotiated transactions off the market or otherwise, including through Rule 10b5-1 plans. The repurchase program is authorized through fiscal year 2025; however, the Company is not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
During the three and six months ended June 30, 2025, the Company repurchased and retired 691,290 and 2,255,544 shares of common stock for an aggregate purchase price of $20,147 and $79,199, respectively, which excludes a 1% excise tax on net share repurchases imposed under the Inflation Reduction Act. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied to additional paid-in capital. As of June 30, 2025, the accrued excise tax on net share repurchases was $407.
Note 9. Stock-Based Compensation
Equity Incentive Plan
In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under the 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, PRSUs, MRSUs and other awards to employees, directors, and consultants. Shares issued pursuant to the exercise of these awards are transferable by the holder. There were 25,512,131 shares available for grant under the 2021 Plan as of June 30, 2025.
RSUs and PRSUs
RSUs granted typically vest over four years. The Company has issued PRSUs which vest based on the achievement of each award’s established performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics throughout the defined performance period of the award, the number of LTIP PRSUs that vest could range from 0% to 200% of the target amount and are subject to the Compensation Committee’s approval of the level of achievement against the approved performance targets.
Assuming the minimum performance level is achieved, one-third of the aggregate number of the achieved LTIP PRSUs shall vest on the later of (i) March 1 of the year after grant or (ii)two trading days following the public release of the Company’s financial results, and the remainder shall vest ineight equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date.
On April 11, 2024, the Company granted an LTIP PRSU award (the “2024 LTIP PRSU”). The financial performance level under the PRSUs was equal to the sum of the attainment of revenue targets weighted at 75% and adjusted free cash flow margin targets weighted at 25%. On February 18, 2025, the Company determined that the 2024 LTIP PRSU was achieved at 94.8% of the target amount. This resulted in a performance factor reduction of 88,865 shares from the original maximum shares achievable of 168,944. The target shares granted under the 2024 LTIP PRSU was 84,472.
On April 25, 2025, the Company granted LTIP PRSU awards (the “2025 LTIP PRSUs”). The financial performance level under the 2025 LTIP PRSUs can be attained based on the achievement of certain annual run-rate revenue (“ARR”) and adjusted free cash flow margin targets. Under the 2025 LTIP PRSUs,75% of the awards can be achieved based on the ARR targets and 25% of the awards can be achieved based on the adjusted free cash flow margin targets. The target shares granted under the 2025 LTIP PRSUs were 218,486. The actual number of shares that are received under the 2025 LTIP PRSUs may be higher or lower than the target shares based on the actual financial metrics achieved relative to the target financial metrics for fiscal year 2025.
As of June 30, 2025, there was $131,757 of unrecognized stock-based compensation, net of estimated forfeitures, related to outstanding RSUs, that is expected to be recognized over a weighted-average period of 2.7 years. As of June 30, 2025, there was $6,474 of unrecognized stock-based compensation related to outstanding PRSUs that is expected to be recognized over a weighted-average period of 2.6 years.
MRSU
On February 12, 2024, Padmanabhan Srinivasan joined the Company in the role of CEO. As part of his compensation package, Mr. Srinivasan received an MRSU with an estimated grant date fair value of approximately $8,000, which vests upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals during a five-year performance period.
As of June 30, 2025, there was $5,057 of unrecognized stock-based compensation related to the MRSU award that is expected to be recognized over a weighted-average period of 3.7 years.
ESPP
In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (“ESPP”). Eligible employees enroll in the offering period at the start of each purchase period, whereby they may purchase a number of shares at a price per share equal to 85% of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the purchase date. The Company’s current offering period began on May 21, 2025 and is expected to end on May 20, 2026. There were 5,202,269 shares available for grant under the ESPP as of June 30, 2025.
Stock-Based Compensation
Stock-based compensation is included in the condensed consolidated statements of operations as follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Cost of revenue(1) | $1,422 | $1,611 | $2,817 | $2,987 |
| Research and development(1) | 9,456 | 8,480 | 17,725 | 17,468 |
| Sales and marketing(1) | 3,089 | 2,610 | 5,635 | 5,935 |
| General and administrative | 7,114 | 9,132 | 14,336 | 18,320 |
| Total | $21,081 | $21,833 | $40,513 | $44,710 |
(1)Amounts for the three and six months ended June 30, 2024 have been recast to conform with current period presentation. Refer to Note 2. Summary of Significant Accounting Policies, Prior Period Reclassification for further details.
Note 10. Net Income per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net income per share:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Basic net income per share: | ||||
| Numerator: | ||||
| Net income attributable to common stockholders | $37,027 | $19,138 | $75,231 | $33,277 |
| Denominator: | ||||
| Weighted-average shares used to compute net income per share | 91,097 | 91,318 | 91,538 | 91,049 |
| Basic net income per share attributable to common stockholders | $0.41 | $0.21 | $0.82 | $0.37 |
| Diluted net income per share: | ||||
| Numerator: | ||||
| Net income attributable to common stockholders | $37,027 | $19,138 | $75,231 | $33,277 |
| Interest expense on dilutive convertible notes, net of tax | 1,733 | — | 3,195 | — |
| Net income used in diluted calculation | $38,760 | $19,138 | $78,426 | $33,277 |
| Denominator: | ||||
| Number of shares used in basic calculation | 91,097 | 91,318 | 91,538 | 91,049 |
| Weighted-average effect of dilutive securities: | ||||
| Stock Options | 689 | 1,573 | 812 | 1,751 |
| RSUs | 392 | 880 | 711 | 1,133 |
| PRSUs | 36 | 61 | 57 | 72 |
| Convertible Notes | 8,403 | — | 8,403 | — |
| Number of shares used in diluted calculation | 100,617 | 93,832 | 101,521 | 94,005 |
| Diluted net income per share attributable to common stockholders | $0.39 | $0.20 | $0.77 | $0.35 |
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, | June 30, | |||
| (In thousands) | 2025 | 2024 | 2025 | 2024 |
| Stock Options | — | 6 | — | 7 |
| RSUs | 3,957 | 3,430 | 2,982 | 1,956 |
| Convertible Notes | — | 8,403 | — | 8,403 |
| Total | 3,957 | 11,839 | 2,982 | 10,366 |
Note 11. Income Taxes
The computation of the provision for, or benefit from, income taxes for an interim period is determined using an estimated annual effective tax rate, adjusted for discrete items, if any. Each quarter, the Company updates the estimated annual effective tax rate and records a year-to-date adjustment to the tax provision as necessary.
For the three and six months ended June 30, 2025, the Company recorded tax expense of $5,421 and $8,597, respectively. The effective tax rate for the three and six months ended June 30, 2025 was 12.8% and 10.3%, respectively. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S. and the mix of income in the foreign jurisdictions in which the Company conducts business, excess tax benefits from stock-based compensation and utilization of research and development credits.
For the three and six months ended June 30, 2024, the Company recorded a tax expense of $5,671 and $5,787, respectively. The effective tax rate for the three and six months ended June 30, 2024 was 22.9% and 14.8%, respectively. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S., the mix of income in the foreign jurisdictions in which the Company conducts business, and excess tax benefits from stock-based compensation.
The Organization for Economic Co-operation and Development Pillar Two guidelines published to date include transition and safe harbor rules around the implementation of the Pillar Two global minimum tax of 15%. Based on current enacted legislation, the Company is not subject to Pillar Two tax since the Company’s revenue is currently below the threshold. The Company is monitoring developments and evaluating the impacts these new rules will have on its future income tax provision and effective income tax rate.
Given the Company's current and forecast earnings as well as anticipated realization of deferred tax assets, the Company believes that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to support the realization of deferred tax assets for which there is currently a valuation allowance. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact on its condensed consolidated financial statements and disclosures.
Note 12. Segment and Geographical Information
Segment Information
The Company’s chief operating decision maker (“CODM”) is the CEO. The CODM assesses performance on a monthly basis by reviewing consolidated results against the annual operating plan and ongoing forecasts. Accordingly, the Company has one operating and reporting segment.
The measure of segment profitability used by the CODM is net income, as reported in the condensed consolidated statements of operations. The significant segment expenses reviewed by the CODM on a consolidated basis include cost of revenue, research and development, sales and marketing, and general and administrative as reported in the condensed consolidated statements of operations on a consolidated basis. Other segment expense categories include other income, net and income tax expense as reported in the condensed consolidated statements of operations. Refer to Note 3. Revenue, for revenue by geography.
The measure of segment assets is total assets, which is reported in the condensed consolidated balance sheets. Refer to condensed consolidated statements of cash flows and within Note 5. Balance Sheet Details, for details of capital expenditures and depreciation and amortization, respectively.
Long-lived assets include property and equipment, net and operating lease right-of-use assets, net. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets, are as follows:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| United States | $498,444 | $381,708 |
| Netherlands | 76,240 | 76,707 |
| Germany | 45,797 | 44,489 |
| Canada | 35,690 | 32,688 |
| Other | 78,483 | 84,829 |
| Total | $734,654 | $620,421 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.