SentinelOne, Inc.
For the period ended Oct 31, 2025. Filed Dec 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 4, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-08-28.
0001583708-25-000148
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-04.
0001583708-25-000159
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 117 current paragraphs.
74 unchanged; 36 reworded; 5 added; 4 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 25 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
In addition, as part of the integration of the acquisition of Prompt Security Inc. (Prompt), we are evaluating the future structure of its acquired intellectual property. This includes a potential alignment of Israeli-owned intellectual property which, if effectuated, may result in a cash tax liability in Israel. As of October 31, 2025, we had not made a final decision on this matter, and accordingly, the potential tax impact cannot be reasonably estimated at this time.
Current report
General and administrative expenses decreased by $0.8 million primarily due to a $3.2 million decrease in general services expenses resulting from lower litigation expenses. This decrease was partially offset by a $1.8 million increase in personnel-related expenses due to increased headcount.
Current report
The provision for (benefit from) income taxes decreased by $4.7 million primarily due to a discrete benefit of $5.4 million from the release of valuation allowance related to the Observo acquisition.
Current report
Comparison of the Nine Months Ended October 31, 2025 and 2024
Current report
General and administrative expenses increased by $12.2 million primarily due to an increase in personnel-related expenses of $11.4 million, including an increase of $5.7 million in stock-based compensation expense as a result of increased headcount.
Removed paragraphs (4)
Previous report
General and administrative expenses increased by $7.1 million primarily due to an increase in personnel-related expenses of $6.2 million, including an increase of $3.4 million in stock-based compensation expense as a result of increased headcount, and a $1.7 million increase in consulting expenses.
Previous report
Comparison of the Six Months Ended July 31, 2025 and 2024
Previous report
General and administrative expenses increased from $87.1 million for the six months ended July 31, 2024 to $100.2 million for the six months ended July 31, 2025, primarily due to an increase in personnel-related expenses of
Previous report
$9.6 million, including an increase of $5.8 million in stock-based compensation expense as a result of increased headcount, and a $4.0 million increase in consulting expenses.
Reworded paragraphs (36)
Previous wording
Our Singularity Platform is used globally by organizations of all sizes across a broad range of industries. We had 1,513 customers with annualized recurring revenue (ARR) of $100,000 or more as of July 31, 2025, up from 1,233 as of July 31, 2024. We define ARR as the annualized revenue run rate of our subscription and consumption and usage-based agreements at the end of a reporting period, assuming contracts are renewed on their existing terms for customers that are under contracts with us. As of July 31, 2025, no single end customer accounted for more than 3% of our ARR. Our revenue outside of the U.S. represented 38% and 37% for the three months ended July 31, 2025 and 2024, respectively, and 38% and 37% for the six months ended July 31, 2025 and 2024, respectively, illustrating the global nature of our solutions.
Current wording
Our Singularity Platform is used globally by organizations of all sizes across a broad range of industries. We had 1,572 customers with annualized recurring revenue (ARR) of $100,000 or more as of October 31, 2025, up from 1,310 as of October 31, 2024. We define ARR as the annualized revenue run rate of our subscription and consumption and usage-based agreements at the end of a reporting period, assuming contracts are renewed on their existing terms for customers that are under contracts with us. As of October 31, 2025, no single end customer accounted for more than 3% of our ARR. Our revenue outside of the U.S. represented 40% and 37% for the three months ended October 31, 2025 and 2024, respectively, and 39% and 37% for the nine months ended October 31, 2025 and 2024, respectively, illustrating the global nature of our solutions.
Previous wording
We have grown rapidly since our inception. Our revenue was $242.2 million and $198.9 million for the three months ended July 31, 2025 and 2024, respectively, representing year-over-year growth of 22%. Our revenue was $471.2 million and $385.3 million for the six months ended July 31, 2025 and 2024, respectively, representing year-over-year growth of 22%. During this period, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for the three months ended July 31, 2025 and 2024 was $72.0 million and $69.2 million, respectively, and our net loss for the six months ended July 31, 2025 and 2024 was $280.2 million and $139.3 million, respectively.
Current wording
We have grown rapidly since our inception. Our revenue was $258.9 million and $210.6 million for the three months ended October 31, 2025 and 2024, respectively, representing year-over-year growth of 23%, and $730.1 million and $595.9 million for the nine months ended October 31, 2025 and 2024, respectively, representing year-over-year growth of 23%. During this period, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for the three months ended October 31, 2025 and 2024 was $60.3 million and $78.4 million, respectively, and our net loss for the nine months ended October 31, 2025 and 2024 was $340.5 million and $217.7 million, respectively.
Previous wording
Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Worsening economic conditions, including inflation, interest rate volatility, slower growth, potential recession, significant political or regulatory developments including changes in trade policy, fluctuations in foreign exchange rates, actual or perceived instability in the global banking industry, potential uncertainty with respect to the federal debt ceiling and budget, and other changes in economic conditions, and the impact of natural or man-made global events, including wars and other regional geopolitical armed conflict, such as the conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, may result in decreased sales productivity and growth and adversely affect our results of operations and financial performance. As a result of the current macroeconomic environment, we have recently experienced certain impacts on our business, including a decline in usage and consumption patterns from certain customers, especially larger enterprise customers, longer sales cycles, and deal downsizing by new customers and of renewals by existing customers, especially larger enterprises.
Current wording
Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Worsening economic conditions, including inflation, interest rate volatility, slower growth, potential recession, significant political or regulatory developments including changes in trade policy, fluctuations in foreign exchange rates, actual or perceived instability in the global banking industry, potential uncertainty with respect to the federal debt ceiling and budget, government shutdowns, and other changes in economic conditions, and the impact of natural or man-made global events, including wars and other regional geopolitical armed conflict, such as the conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, may result in decreased sales productivity and growth and adversely affect our results of operations and financial performance. As a result of the current macroeconomic environment, we have recently experienced certain impacts on our business, including a decline in usage and consumption patterns from certain customers, especially larger enterprise customers, longer sales cycles, and deal downsizing by new customers and of renewals by existing customers, especially larger enterprises.
Previous wording
ARR grew 24% year-over-year to $1.0 billion as of July 31, 2025, primarily driven by a combination of new customer additions and adoption of adjacent platform solutions by existing customers.
Current wording
ARR grew 23% year-over-year to $1.1 billion as of October 31, 2025, primarily driven by a combination of new customer additions and adoption of adjacent platform solutions by existing customers.
Previous wording
Customers with ARR of $100,000 or more grew 23% year-over-year to 1,513 as of July 31, 2025, primarily due to the growth in the ARR of existing customers from additional purchases and the growth in the average size of purchases by new customers.
Current wording
Customers with ARR of $100,000 or more grew 20% year-over-year to 1,572 as of October 31, 2025, primarily due to the growth in the ARR of existing customers from additional purchases and the growth in the average size of purchases by new customers.
Previous wording
Research and development expenses consist primarily of employee salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include consulting fees, software and subscription services, and third-party cloud infrastructure expenses incurred in developing our platform and modules.
Current wording
Research and development expenses consist primarily of employee salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include third-party cloud infrastructure expenses incurred in developing our platform and modules, as well as general services expenses, which include consulting fees, software and subscription services, among others.
Previous wording
We expect sales and marketing expenses to increase in absolute dollars as we continue to make significant investments in our sales and marketing organization to drive additional revenue, further penetrate the market, and expand our global customer base, but to decrease as a percentage of our revenue over time.
Current wording
We expect sales and marketing expenses to increase in absolute dollars as we continue making significant investments in our sales and marketing organization to drive additional revenue, further penetrate the market, and expand our global customer base, but to decrease as a percentage of our revenue over time.
Previous wording
General and administrative expenses consist primarily of salaries, benefits, bonuses, stock-based compensation, and other expenses for our executive, finance, legal, people team, and facilities organizations. General and administrative expenses also include external legal, accounting, other consulting, and professional services fees, software and subscription services, and other corporate expenses.
Current wording
General and administrative expenses consist primarily of salaries, benefits, bonuses, stock-based compensation, and other expenses for our executive, finance, legal, people team, IT and facilities organizations. General and administrative expenses also include external legal, accounting, other consulting, and professional services fees, software and subscription services, and other corporate expenses.
Previous wording
We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our revenue over time.
Current wording
We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows, but to decrease as a percentage of our revenue over time.
Previous wording
Provision for income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business and the tax effects of the APA matter (defined below), including $136.0 million of tax expense for unrecognized tax benefits, offset by a $4.7 million discrete tax benefit from the release of valuation allowance attributable to the recognition of our Israel deferred tax assets also related to this matter. In connection with our global consolidated losses, we maintain a full valuation allowance against our U.S. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Current wording
Provision for (benefit from) income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business, the tax effects of the APA matter (defined below), and deferred tax effects relating to the acquisition of Observo, Inc. (Observo). This includes $136.0 million of tax expense for unrecognized tax benefits, partially offset by a $4.7 million discrete tax benefit from the release of valuation allowance attributable to the recognition of our Israel deferred tax assets also related to this matter, and a $5.4 million discrete tax benefit from the release of valuation allowance associated with the Observo acquisition. In connection with our global consolidated losses, we maintain a full valuation allowance against our U.S. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Previous wording
Additionally, as discussed in more detail in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, since 2022, we have been negotiating a bilateral Advance Pricing Agreement (APA) with the Internal Revenue Service (IRS) and the Israel Tax Authority (ITA) covering various transfer pricing matters for intercompany transactions relating to the intergroup ownership and utilization of our intellectual property (the APA matter). As of July 31, 2025, we have recorded an unrecognized tax benefit of $136.0 million related to the APA matter, and negotiations remain ongoing with no finalized resolution or agreement reached at this time. If we agree to an APA or a negotiated settlement, we may, as part of that agreement, be required to make significant payments to the Israeli government. The unrecognized tax benefit recorded during the six months ended July 31, 2025 could increase or decrease based on further developments relating to this matter. For more information, see Note 9, Income Taxes to our unaudited condensed consolidated financial statements.
Current wording
Additionally, as discussed in more detail in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, since 2022, we have been negotiating a bilateral Advance Pricing Agreement (APA) with the Internal Revenue Service (IRS) and the Israel Tax Authority (ITA) covering various transfer pricing matters for intercompany transactions relating to the intergroup ownership and utilization of our intellectual property (the APA matter). As of October 31, 2025, we have recorded an unrecognized tax benefit of $136.0 million related to the APA matter, and negotiations remain ongoing with no finalized resolution or agreement reached at this time. If we agree to an APA or a negotiated settlement, we may, as part of that agreement, be required to make significant payments to the Israeli government. The unrecognized tax benefit recorded during the nine months ended October 31, 2025 could increase or decrease based on further developments relating to this matter.
Previous wording
Revenue increased by $43.2 million primarily due to a combination of sales to new customers and sales of additional licenses and platform solutions to existing customers.
Current wording
Revenue increased by $48.3 million primarily due to a combination of sales to new customers and sales of additional licenses and platform solutions to existing customers.
Previous wording
Cost of revenue increased by $16.2 million from $100.8 million for the six months ended July 31, 2024 to $117.0 million for the six months ended July 31, 2025, primarily due to an increase of $10.0 million increase in cloud hosting usage charges to support our expanding business, a $3.4 million increase in customer support costs which were mostly personnel-related expenses, and a $3.4 million increase in amortization of capitalized internal-use software due to the continued investment in our platform. Gross margin increased from 74% for the six months ended July 31, 2024 to 75% for the six months ended July 31, 2025, primarily due to revenue growth from existing and new customers outpacing growth in cost of revenue.
Current wording
Cost of revenue increased by $14.6 million primarily due to a $6.8 million increase in cloud hosting usage charges to support our expanding business, a $3.3 million increase in customer support costs which were mostly personnel-related expenses, a $2.2 million increase in amortization of acquired intangible assets in connection with acquisitions in fiscal 2026, and a $1.9 million increase in amortization of capitalized internal use-software due to the continued investment in our platform. Gross margin was 74% compared to 75% in the prior period, primarily due to higher costs of revenue associated with scaling operations to meet increased customer demand and sales volume.
Previous wording
Research and development expenses increased by $15.5 million primarily due to an increase in personnel-related expenses of $12.2 million, including an increase of $3.5 million related to stock-based compensation expense as a result of increased headcount, an increase of $1.5 million in cloud hosting expenses driven by expanded research and development activities, and a $1.0 million increase in allocated overhead costs.
Current wording
Research and development expenses increased by $12.7 million primarily due to an increase in personnel-related expenses of $8.6 million, including an increase of $2.1 million related to stock-based compensation expense as a result of increased headcount, an increase of $1.5 million in cloud hosting expenses driven by expanded research and development activities, a $1.3 million increase in general services expenses, and a $1.1 million increase in allocated overhead costs.
Previous wording
Sales and marketing expenses increased by $8.3 million primarily due to an increase in personnel-related expenses of $11.1 million, including an increase of $2.5 million in stock-based compensation expense due to higher headcount, and an increase in sales-related expenses of $1.3 million, primarily attributable to external commissions. The increase was partially offset by a decrease in $3.8 million in marketing-related expenses, largely due to lower corporate marketing and branding costs.
Current wording
Sales and marketing expenses increased by $2.8 million primarily due to an increase in personnel-related expenses of $8.9 million, including an increase of $3.9 million in stock-based compensation expense due to higher headcount. The increase was partially offset by a decrease in $6.2 million in marketing-related expenses, largely due to lower corporate marketing costs.
Previous wording
Restructuring charges increased by $3.9 million due to activities undertaken pursuant to the July Plan, which consisted of charges related to contract terminations. We expect to incur additional restructuring charges of approximately $3.1 million in August 2025, primarily related to severance and employee benefits.
Current wording
Restructuring charges increased by $3.2 million due to activities undertaken pursuant to the July Plan, primarily consisting of severance payments and employee benefits.
Previous wording
Interest income, net decreased $0.6 million driven by lower income earned from investments in marketable securities during the three months ended July 31, 2025. The change in other income (expense), net is primarily due to net foreign currency exchange fluctuations, partially offset by a gain on strategic investment.
Current wording
Interest income, net decreased $2.3 million primarily driven by lower income earned from investments in marketable securities during the three months ended October 31, 2025. The change in other income (expense), net is primarily due to net foreign currency exchange fluctuations, partially offset by a gain on strategic investment.
Previous wording
Revenue increased by $85.9 million, from $385.3 million for the six months ended July 31, 2024 to $471.2 million for the six months ended July 31, 2025, primarily due to a combination of sales to new customers and sales of additional licenses and platform solutions to existing customers.
Current wording
Revenue increased by $134.2 million primarily due to a combination of sales to new customers and sales of additional licenses and platform solutions to existing customers.
Previous wording
Cost of revenue increased by $9.8 million primarily due to a $5.4 million increase in cloud hosting usage charges to support our expanding business, a $2.3 million increase in customer support costs which were mostly personnel-related expenses, and a $1.8 million increase in amortization of capitalized internal use-software due to the continued investment in our platform. Gross margin increased to 75%, primarily due to revenue growth from existing and new customers outpacing growth in cost of revenue.
Current wording
Cost of revenue increased by $30.8 million primarily due to an increase of $16.8 million increase in cloud hosting usage charges to support our expanding business, a $6.7 million increase in customer support costs which were mostly personnel-related expenses, a $5.3 million increase in amortization of capitalized internal-use software due to the continued investment in our platform, and a $2.2 million increase in amortization of acquired intangible assets in connection with fiscal 2026 acquisitions. Gross margin increased to 75%, primarily due to revenue growth from existing and new customers outpacing growth in cost of revenue.
Previous wording
Research and development expenses increased from $121.9 million for the six months ended July 31, 2024 to $151.3 million for the six months ended July 31, 2025, primarily due to an increase in personnel-related expenses of $22.0 million, including an increase of $7.0 million related to stock-based compensation expense as a result of increased headcount, an increase of $3.1 million in cloud hosting expenses and a $1.3 million increase in consulting expenses driven by expanded research and development activities.
Current wording
Research and development expenses increased by $42.1 million primarily due to an increase in personnel-related expenses of $30.6 million, including an increase of $9.1 million related to stock-based compensation expense as a result of increased headcount, an increase of $4.6 million in cloud hosting expenses driven by expanded research and development activities, a $3.7 million increase in allocated overhead costs, and a $2.7 million increase in general services expenses.
Previous wording
Sales and marketing expenses increased from $235.4 million for the six months ended July 31, 2024 to $261.8 million for the six months ended July 31, 2025, primarily due to an increase in personnel-related expenses of $27.0 million, including an increase of $7.3 million in stock-based compensation expense as a result of increased headcount and increased stock-based compensation modification expenses, as well as an increase in sales-related expenses of $2.0 million, primarily attributable to external commissions. The increase was partially offset by a decrease in $3.0 million in marketing-related expenses, largely due to lower branding and channel marketing costs.
Current wording
Sales and marketing expenses increased by $29.2 million primarily due to an increase in personnel-related expenses of $35.9 million, including an increase of $11.2 million in stock-based compensation expense as a result of increased headcount and increased stock-based compensation modification expenses, as well as an increase in sales-related expenses of $2.9 million, primarily attributable to external commissions. The increase was partially offset by a decrease in $9.2 million in marketing-related expenses, largely due to lower branding and marketing costs.
Previous wording
Restructuring charges increased by $9.1 million due to activities undertaken pursuant to the March Plan and July Plan during the six months ended July 31, 2025. This included $3.9 million contract termination charges, severance and employee benefit charges of $3.0 million, and asset impairment charges related to facilities of $2.2 million. Under the July Plan, we expect to incur additional restructuring charges of approximately $3.1 million in August 2025, primarily related to severance and employee benefits.
Current wording
Restructuring charges increased by $12.2 million due to activities undertaken pursuant to the March Plan and July Plan during the nine months ended October 31, 2025. This primarily included severance and employee benefit charges of $6.7 million, $4.0 million in contract termination charges, and asset impairment charges related to facilities of $2.2 million.
Previous wording
Interest income, net decreased $0.4 million driven by lower income earned from investments in marketable securities during the six months ended July 31, 2025. The change in other income (expense), net is primarily due to a gain on strategic investment and net foreign currency exchange fluctuations.
Current wording
Interest income, net decreased $2.7 million primarily driven by lower income earned from investments in marketable securities during the nine months ended October 31, 2025. The change in other income (expense), net is primarily due to a gain on strategic investment, partially offset by net foreign currency exchange fluctuations.
Previous wording
The provision for income taxes increased by $133.1 million for the six months ended July 31, 2025, compared to the six months ended July 31, 2024, primarily due to the increase in foreign taxes related to operations in international subsidiaries and an accrual of $136.0 million for an unrecognized tax benefit related to our APA matter, partially offset by a discrete benefit of $4.7 million from the release of valuation allowance upon recognition of Israel deferred tax assets, also in connection with the APA matter.
Current wording
The provision for (benefit from) income taxes increased by $128.4 million primarily due to the increase in foreign taxes related to operations in international subsidiaries and an accrual of $136.0 million for an unrecognized tax benefit related to our APA matter. The increase is partially offset by a discrete benefit of $4.7 million from the release of valuation allowance upon recognition of Israel deferred tax assets, also in connection with the APA matter, and a discrete benefit of $5.4 million from the release of valuation allowance related to the Observo acquisition.
Previous wording
We have financed operations primarily through proceeds received from sales of equity securities and payments received from our customers, and we have generated operating losses, as reflected in our accumulated deficit of $1.9 billion and $1.6 billion as of July 31, 2025 and January 31, 2025, respectively. We expect these and other operating losses to continue for the foreseeable future. We also expect to incur significant research and development, sales and marketing, and general and administrative expenses over the next several years in connection with the continued development and expansion of our business. Additionally, if we agree to an APA, we may, as part of that agreement, be required to make significant payments to the Israeli government which may adversely affect our cash flows over the next several years. As more fully described in the section titled “Risk Factors—Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our operating results and financial condition” during the six months ended July 31, 2025, in the context of the APA negotiations, we discussed a framework for a final settlement and resolution of this matter with the ITA. As a result of such discussions, we reassessed our uncertain tax position in respect of the APA matter, and based on this reassessment, recorded a tax expense of $136.0 million in the six months ended July 31, 2025. If we agree to an APA or other negotiated settlement, we may, as part of that agreement, be required to make significant payments to the Israeli government. We currently expect that any payments pursuant to an APA (if an APA is concluded) would be made over a number of years and subject to other terms and conditions. However, no agreements between us and the IRS and ITA have been reached at this time. As of July 31, 2025 and January 31, 2025, our principal source of liquidity was cash, cash equivalents, and investments of $1.2 billion and $1.1 billion, respectively.
Current wording
We have financed operations primarily through proceeds received from sales of equity securities and payments received from our customers, and we have generated operating losses, as reflected in our accumulated deficit of $2.0 billion and $1.6 billion as of October 31, 2025 and January 31, 2025, respectively. We expect these and other operating losses to continue for the foreseeable future. We also expect to incur significant research and development, sales and marketing, and general and administrative expenses over the next several years in connection with the continued development and expansion of our business. Additionally, if we agree to an APA, we may, as part of that agreement, be required to make significant payments to the Israeli government which may adversely affect our cash flows over the next several years. As more fully described in the section titled “Risk Factors—Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our operating results and financial condition” during the nine months ended October 31, 2025, in the context of the APA negotiations, we discussed a framework for a final settlement and resolution of this matter with the ITA. As a result of such discussions, we reassessed our uncertain tax position in respect of the APA matter, and based on this reassessment, recorded a tax expense of $136.0 million in the nine months ended October 31, 2025. If we agree to an APA or other negotiated settlement, we may, as part of that agreement, be required to make significant payments to the Israeli government. We currently expect that any payments pursuant to an APA (if an APA is concluded) would be made over a number of years and subject to other terms and conditions. However, no agreements between us and the IRS and ITA have been reached at this time. In addition, as part of the integration of the Prompt acquisition, we are evaluating the future structure of its acquired intellectual property. This includes a potential alignment of Israeli-owned intellectual property which, if effectuated, may result in a cash tax liability in Israel. As of October 31, 2025, we had not made a final decision on this matter, and accordingly, the potential tax impact cannot be reasonably estimated at this time.
Previous wording
In May 2025, our board of directors authorized the 2025 Share Repurchase Program, under which we may purchase up to $200.0 million of our outstanding shares of Class A common stock. During the three and six months ended July 31, 2025, we repurchased 3.0 million shares of Class A common stock under the 2025 Share Repurchase Program for an aggregate purchase price of $52.7 million, including transaction costs, at an average price of $17.78 per share. As of July 31, 2025, $147.3 million remained available for future share repurchases under the 2025 Share Repurchase Program. Refer to Note 7. Stockholders’ Equity to our unaudited condensed consolidated financial statements.
Current wording
In May 2025, our board of directors authorized the 2025 Share Repurchase Program, under which we may purchase up to $200.0 million of our outstanding shares of Class A common stock. During the three and nine months ended October 31, 2025, we repurchased 2.8 million and 5.7 million shares of our Class A common stock under the 2025 Share Repurchase Program for an aggregate purchase price of $49.2 million and $101.9 million, including transaction costs, at an average price of $17.81 and $17.80 per share, respectively. As of October 31, 2025, $98.1 million remained available for future share repurchases under the 2025 Share Repurchase Program. Refer to Note 7. Stockholders’ Equity to our unaudited condensed consolidated financial statements.
Previous wording
In the short term, we believe that our existing cash, cash equivalents, and investments will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Subsequent to July 31, 2025, we expect to incur approximately additional $3.1 million of cash outflows related to restructuring charges under the July Plan and approximately $144.0 million of cash outflow in connection with the acquisition of Prompt Security. We believe our available liquidity, together with expected cash flows from operations, will be sufficient to fund these requirements in addition to our other operating needs over the next 12 months. In the long term beyond the next 12 months, our future capital requirements will depend on many factors, including macroeconomic conditions, our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the price at which we are able to purchase third-party cloud infrastructure, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform. We have, and in the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operating results, and financial condition.
Current wording
In the short term, we believe that our existing cash, cash equivalents, and investments will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We believe our available liquidity, together with expected cash flows from operations, will be sufficient to fund these requirements in addition to our other operating needs over the next 12 months. In the long term beyond the next 12 months, our future capital requirements will depend on many factors, including macroeconomic conditions, our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the price at which we are able to purchase third-party cloud infrastructure, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform. We have, and in the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operating results, and financial condition.
Previous wording
Cash provided by operating activities during the six months ended July 31, 2025 was $51.2 million, primarily consisting of adjustments for non-cash items of $202.9 million, and $128.6 million provided by net changes to our operating assets and liabilities, partially offset by our net loss of $280.2 million. The main drivers of the changes in operating assets and liabilities were an increase of accrued and other liabilities of $144.0 million, of which $136.0 million is related to an accrual for an unrecognized tax benefit related to our APA matter, a $56.4 million decrease in accounts receivable, a $3.2 million decrease in prepaid expenses and other assets, and a $1.5 million increase in accounts payable due to timing of invoices received from vendors. These amounts were partially offset by a $36.1 million increase in deferred contract acquisition costs, a $25.3 million decrease in deferred revenue, a $13.1 million decrease in accrued payroll and benefits, and a $2.1 million decrease in operating lease liabilities.
Current wording
Cash provided by operating activities during the nine months ended October 31, 2025 was $72.2 million, primarily consisting of adjustments for non-cash items of $311.6 million, and $101.2 million provided by net changes to our operating assets and liabilities, partially offset by our net loss of $340.5 million. The main drivers of the changes in operating assets and liabilities were an increase of accrued expenses and other liabilities of $135.4 million, of which $136.0 million is related to an accrual for an unrecognized tax benefit related to our APA matter, a $38.3 million decrease in accounts receivable, a $1.3 million increase in accounts payable due to timing of invoices received from vendors, and a $1.2 million decrease in prepaid expenses and other assets. These amounts were partially offset by a $60.8 million increase in deferred contract acquisition costs, a $7.1 million decrease in accrued payroll and benefits, a $4.0 million decrease in deferred revenue, and a $3.2 million decrease in operating lease liabilities.
Previous wording
Cash provided by operating activities during the six months ended July 31, 2024 was $44.3 million, primarily consisting of our net loss of $139.3 million, offset by adjustments for non-cash items of $171.7 million and $11.9 million provided by net changes to our operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were a$59.3 million decrease in accounts receivable due to timing of cash received from customers, a$8.9 million decrease in prepaid expenses and other assets and an increase of accrued liabilities of $5.4 million. These amounts were partially offset by a $34.9 million increase in deferred contract acquisition costs, a $12.6 million decrease in deferred revenue, a $10.6 million decrease in accrued payroll and benefits and a $2.8 million decrease in operating lease liabilities.
Current wording
Cash provided by operating activities during the nine months ended October 31, 2024 was $37.1 million, primarily consisting of our net loss of $217.7 million and $12.6 million used by net changes to our operating assets and liabilities, offset by adjustments for non-cash items of $267.4 million. The main drivers of the changes in operating assets and liabilities were a $60.1 million increase in deferred contract acquisition costs, a $17.2 million decrease in deferred revenue, a $4.7 million decrease in accrued payroll and benefits and a $3.9 million decrease in operating lease liabilities. These amounts were partially offset by a$50.0 million decrease in accounts receivable due to timing of cash received from customers, an increase of accrued liabilities of $14.6 million, a$6.0 million decrease in prepaid expenses and other assets, and a $3.0 million increase in accounts payable due to timing of invoices received from vendors.
Previous wording
Cash provided by investing activities during the six months ended July 31, 2025 was $65.6 million, primarily consisting of $286.8 million of proceeds from sales, maturities and return of capital of investments. These amounts were partially offset by $208.1 million of investment purchases, and $12.5 million of capitalized internal-use software costs.
Current wording
Cash used in investing activities during the nine months ended October 31, 2025 was $24.8 million, primarily consisting of $244.7 million of net cash paid for the acquisitions of Prompt and Observo, $233.5 million of investment purchases, and $17.5 million of capitalized internal-use software costs. These amounts were partially offset by $471.7 million of proceeds from sales, maturities and return of capital of investments.
Previous wording
Cash used in investing activities during the six months ended July 31, 2024 was$115.6 million, consisting of$442.6 million of investment purchases, $61.6 million of net cash paid for the acquisitions of PingSafe and Stride, and a$14.5 million of capitalized internal-use software costs. These amounts were partially offset by$404.7 million of investment sales and maturities.
Current wording
Cash used in investing activities during the nine months ended October 31, 2024 was$85.9 million, consisting of$597.6 million of investment purchases, $61.6 million of net cash paid for the acquisitions of PingSafe and Stride, and a$19.8 million of capitalized internal-use software costs. These amounts were partially offset by$594.9 million of investment sales and maturities.
Previous wording
Cash used in financing activities during the six months ended July 31, 2025 was $28.4 million, primarily consisting of $52.7 million in repurchases of common stock, partially offset by $15.2 million of proceeds from the exercise of employee stock options and $9.1 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan (ESPP).
Current wording
Cash used in financing activities during the nine months ended October 31, 2025 was $76.3 million, consisting of $101.9 million in repurchases of common stock, partially offset by $16.6 million of proceeds from the exercise of employee stock options and $9.1 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan (ESPP).
Previous wording
Cash provided by financing activities during the six months ended July 31, 2024 was $21.6 million, primarily consisting of $12.8 million of proceeds from the exercise of employee stock options and $8.8 million of proceeds from the issuance of common stock under our ESPP.
Current wording
Cash provided by financing activities during the nine months ended October 31, 2024 was $31.7 million, primarily consisting of $22.9 million of proceeds from the exercise of employee stock options and $8.8 million of proceeds from the issuance of common stock under our ESPP.
Previous wording
There have been no material changes to our critical accounting policies and estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report for the six months ended July 31, 2025, except for the following:
Current wording
There have been no material changes to our critical accounting policies and estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report for the nine months ended October 31, 2025, except for the following:
Previous wording
We evaluate uncertain tax positions in accordance with ASC 740. We recognize a tax benefit when it is more likely than not that our tax position will be sustained upon examination based on the technical merits. The amount recognized is based on the largest benefit that is cumulatively greater than 50% likely to be realized upon settlement. The evaluation of uncertain tax positions involves significant judgment, including interpretation of tax law, legal precedent, expected outcomes of negotiations with taxing authorities and changes in facts and circumstances. When new information becomes available, such as discussions in settlement negotiations, this could constitute a change in facts and circumstances that may require remeasurement of the associated liability. During the six months ended July 31, 2025, we discussed a framework for final settlement and resolution of a bilateral APA matter with the ITA. Based on these discussions, we assessed probable outcomes and adjusted our measurement of the related uncertain tax position which resulted in $136.0 million of income tax expense.
Current wording
We evaluate uncertain tax positions in accordance with ASC 740. We recognize a tax benefit when it is more likely than not that our tax position will be sustained upon examination based on the technical merits. The amount recognized is based on the largest benefit that is cumulatively greater than 50% likely to be realized upon settlement. The evaluation of uncertain tax positions involves significant judgment, including interpretation of tax law, legal precedent, expected outcomes of negotiations with taxing authorities and changes in facts and circumstances. When new information becomes available, such as discussions in settlement negotiations, this could constitute a change in facts and circumstances that may require remeasurement of the associated liability. During the nine months ended October 31, 2025, we discussed a framework for final settlement and resolution of a bilateral APA matter with the ITA. Based on these discussions, we assessed probable outcomes and adjusted our measurement of the related uncertain tax position which resulted in $136.0 million of income tax expense.
Previous wording
We released valuation allowance of $4.7 million against Israeli deferred tax assets, in connection with a bilateral APA matter, during the six months ended July 31, 2025. We will continue to assess the need for a valuation allowance against our deferred tax assets at each reporting date. See Note 9, Income Taxes to our unaudited condensed consolidated financial statements.
Current wording
We released valuation allowance of $4.7 million against Israeli deferred tax assets, in connection with a bilateral APA matter, during the nine months ended October 31, 2025. We will continue to assess the need for a valuation allowance against our deferred tax assets at each reporting date. See Note 9, Income Taxes to our unaudited condensed consolidated financial statements.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For more information, see Note 9, Income Taxes to our unaudited condensed consolidated financial statements.
Current report — wording carried from elsewhere
As of October 31, 2025 and January 31, 2025, our principal source of liquidity was cash, cash equivalents, and investments of $873.6 million and $1.1 billion, respectively.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The provision for income taxes increased for the three months ended July 31, 2025, compared to the three months ended July 31, 2024, primarily as a result of the increase in foreign taxes related to operations in international subsidiaries.