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Pure Storage Inc

For the period ended May 5, 2024. Filed Jun 13, 2024.

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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.

May 5, 2024 · Filed Jun 13, 2024

P$96.75+3.5%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

Note 1. Business Overview

Pure Storage, Inc. (the Company, we, us, or other similar pronouns) was originally incorporated in the state of Delaware in October 2009 under the name OS76, Inc. In January 2010, we changed our name to Pure Storage, Inc. We are headquartered in Santa Clara, California and have wholly owned subsidiaries throughout the world.

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

Basis of Presentation and Principles of Consolidation

We operate using a 52/53 week fiscal year ending on the first Sunday after January 30, which for fiscal 2024 was February 4, 2024 and for fiscal 2025 will be February 2, 2025. The first quarter of fiscal 2024 and 2025 ended on May 7, 2023 and May 5, 2024. Unless otherwise stated, all dates refer to our fiscal year and fiscal quarters.

The condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Consolidated Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2024.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 2025 or any future period.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions due to risks and uncertainties. Such estimates include, but are not limited to, the determination of standalone selling price for revenue arrangements with multiple performance obligations when the price at which the performance obligation sold separately or observable past transactions are not available, useful lives of intangible assets and property and equipment, the period of benefit for deferred contract costs for commissions, stock-based compensation, provision for income taxes including related reserves, fair value of leases and impairment of related right-of-use (ROU) assets, fair value of equity assumed, intangible and tangible assets acquired and liabilities assumed for 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.

Restricted Cash

Restricted cash is comprised of cash collateral for letters of credit related to our leases and for a vendor credit card program. At the end of fiscal 2024 and first quarter of fiscal 2025, we had restricted cash of $9.6 million.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. ASU 2023-07 will be effective for our fiscal year beginning February 5, 2024, and interim periods within our fiscal year beginning February 3, 2025, with early adoption permitted and requires application on a fully retrospective basis. We are currently evaluating the impact of this standard on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of tax information in rate reconciliation and income taxes paid by jurisdiction. ASU 2023-09 will be effective for our fiscal year beginning February 3, 2025, with early adoption permitted. We are currently evaluating the impact of this standard on our financial statement disclosures.

Note 3. Financial Instruments

Fair Value Measurements

We define fair value as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Three levels of inputs may be used to measure fair value:

Level 1 - Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and

Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.

Cash Equivalents, Marketable Securities and Restricted Cash

We measure our cash equivalents, marketable securities, and restricted cash at fair value on a recurring basis. We classify our cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. Our fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of our marketable securities were derived from non-binding market consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. The following tables summarize our cash equivalents, marketable securities and restricted cash by significant investment categories and their classification within the fair value hierarchy at the end of fiscal 2024 and the first quarter of fiscal 2025 (in thousands):

At the End of Fiscal 2024
AmortizedCostGross UnrealizedGainsGross UnrealizedLossesFairValueCash EquivalentsMarketable SecuritiesRestricted Cash
Money market accounts$—$—$—$32,422$22,827$—$9,595
U.S. government treasury notes340,168584(1,374)339,3781,834337,544—
U.S. government agencies4,3972—4,399—4,399—
Corporate debt securities419,0511,163(2,262)417,952—417,952—
Foreign government bonds1,2906(16)1,280—1,280—
Asset-backed securities65,947279(316)65,910—65,910—
Municipal bonds1,510—(38)1,472—1,472—
Total$832,363$2,034$(4,006)$862,813$24,661$828,557$9,595
At the End of the First Quarter of Fiscal 2025
AmortizedCostGross UnrealizedGainsGross UnrealizedLossesFairValueCash EquivalentsMarketableSecuritiesRestricted Cash
Money market accounts$—$—$—$35,531$25,936$—$9,595
U.S. government treasury notes331,98323(1,912)330,09410,442319,652—
U.S. government agencies4,3981(2)4,397—4,397—
Corporate debt securities424,317418(1,998)422,737—422,737—
Foreign government bonds1,2901(11)1,280—1,280—
Asset-backed securities74,11550(317)73,848—73,848—
Municipal bonds1,510—(27)1,483—1,483—
Total$837,613$493$(4,267)$869,370$36,378$823,397$9,595

The amortized cost and estimated fair value of our marketable securities are shown below by contractual maturity (in thousands):

At the End of the First Quarter of Fiscal 2025
Amortized CostFair Value
Due within one year$329,146$326,989
Due in one to five years495,475493,878
Due in five to ten years2,5502,530
Total$827,171$823,397

Unrealized losses on our marketable securities have not been recorded into income because we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The fair value of our marketable securities is impacted by the interest rate environment and related credit spreads. The credit ratings associated with our marketable securities are highly rated and the issuers continue to make timely principal and interest payments. As a result, there wereno credit or non-credit impairment charges recorded in the first quarter of fiscal 2024 and 2025.

The following table presents gross unrealized losses and fair values for those investments that were in a continuous unrealized loss position at the end of fiscal 2024 and the first quarter of fiscal 2025, aggregated by investment category (in thousands):

At the End of Fiscal 2024
Less than 12 monthsGreater than 12 monthsTotal
FairValueUnrealizedLossFairValueUnrealizedLossFairValueUnrealizedLoss
U.S. government treasury notes$166,565$(725)$47,842$(649)$214,407$(1,374)
Corporate debt securities116,247(260)104,810(2,002)221,057(2,262)
Foreign government bonds——573(16)573(16)
Asset-backed securities12,029(34)13,800(282)25,829(316)
Municipal bonds——1,472(38)1,472(38)
Total$294,841$(1,019)$168,497$(2,987)$463,338$(4,006)
At the End of the First Quarter of Fiscal 2025
Less than 12 monthsGreater than 12 monthsTotal
FairValueUnrealizedLossFairValueUnrealizedLossFairValueUnrealizedLoss
U.S. government treasury notes$289,528$(1,567)$20,975$(345)$310,503$(1,912)
U.S. government agencies1,996(2)——1,996(2)
Corporate debt securities224,065(795)83,781(1,203)307,846(1,998)
Foreign government bonds——579(11)579(11)
Asset-backed securities48,053(174)10,802(143)58,855(317)
Municipal bonds——1,483(27)1,483(27)
Total$563,642$(2,538)$117,620$(1,729)$681,262$(4,267)

Realized gains or losses on sale of marketable securities were not significant for all periods presented.

Other Financial Instruments

The investments held in our nonqualified deferred compensation plan (NQDC) trust are considered trading securities that are measured at fair value using Level 1 inputs. The fair value of these investments was $3.2 million and $5.1 million at the end of fiscal 2024 and the first quarter of fiscal 2025.

Note 4. Balance Sheet Components

Inventory

Inventory consists of the following (in thousands):

At the End of
Fiscal 2024First Quarter of Fiscal 2025
Raw materials$19,317$18,130
Finished goods23,34622,544
Inventory$42,663$40,674

Property and Equipment, Net

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

At the End of
Fiscal 2024First Quarter of Fiscal 2025
Test equipment$371,269$390,646
Computer equipment and software319,636332,358
Furniture and fixtures12,54712,804
Leasehold improvements92,92697,629
Capitalized software development costs36,47442,789
Total property and equipment832,852876,226
Less: accumulated depreciation and amortization(480,248)(508,073)
Property and equipment, net$352,604$368,153

Depreciation and amortization expense related to property and equipment was $26.6 million and $31.1 million for the first quarter of fiscal 2024 and 2025.

Intangible Assets, Net

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

At the End of
Fiscal 2024First Quarter of Fiscal 2025
Gross Carrying ValueAccumulated AmortizationNet Carrying AmountGross Carrying ValueAccumulated AmortizationNet Carrying Amount
Technology patents$19,125$(16,107)$3,018$19,125$(16,428)$2,697
Developed technology83,211(56,589)26,62283,211(59,894)23,317
Customer relationships6,459(3,087)3,3726,459(3,317)3,142
Trade name3,623(3,623)—3,623(3,623)—
Intangible assets, net$112,418$(79,406)$33,012$112,418$(83,262)$29,156

Intangible assets amortization expense was $4.2 million and $3.9 million for the first quarter of fiscal 2024 and 2025. At the end of the first quarter of fiscal 2025, the weighted-average remaining amortization period was 1.0 years for technology patents,1.8 years for developed technology, and 3.4 years for customer relationships. We record amortization of technology patents in general and administrative expenses due to their defensive nature, developed technology in cost of product revenue, and customer relationships in sales and marketing expenses in the condensed consolidated statements of operations.

At the end of the first quarter of fiscal 2025, future expected amortization expense for intangible assets is as follows (in thousands):

Fiscal Years EndingEstimated FutureAmortization Expense
Remainder of 2025$11,569
202612,830
20273,107
20281,054
2029434
Thereafter162
Total$29,156

Goodwill

As of the end of fiscal 2024 and the first quarter of fiscal 2025, goodwill was $361.4 million. There wereno impairments to goodwill during the first quarter of fiscal 2024 and 2025.

Accrued Expenses and Other Liabilities

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

At the End of
Fiscal 2024First Quarter of Fiscal 2025
Taxes payable$13,097$13,665
Accrued marketing18,43813,771
Accrued cloud and outside services5,9734,523
Supply chain-related accruals (1)25,96218,335
Accrued service logistics and professional services9,63610,370
Finance lease liabilities, current4,2044,384
Customer deposits from contracts with customers23,53422,981
Other accrued liabilities34,91139,856
Total accrued expenses and other liabilities$135,755$127,885

(1)Primarily consists of warranty reserves and accruals related to inventory and inventory purchase commitments with our contract manufacturers.

Note 5. Deferred Revenue and Commissions

Deferred Commissions

Deferred commissions consist of incremental costs paid to our sales force to obtain customer contracts.

Changes in total deferred commissions during the periods presented are as follows (in thousands):

First Quarter of Fiscal
20242025
Beginning balance$245,856$304,332
Additions35,10129,625
Recognition of deferred commissions(32,769)(37,331)
Ending balance$248,188$296,626

Of the $296.6 million total deferred commissions balance at the end of the first quarter of fiscal 2025, we expect to recognize approximately 29% as commission expense over the next 12 months and the remainder thereafter.

There wasno impairment related to capitalized commissions for the first quarter of fiscal 2024 and 2025.

Deferred Revenue

Deferred revenue primarily consists of amounts that have been invoiced but have not yet been recognized as revenue including performance obligations pertaining to subscription services.

Changes in total deferred revenue during the periods presented are as follows (in thousands):

First Quarter of Fiscal
20242025
Beginning balance$1,385,650$1,594,522
Additions280,268341,789
Recognition of deferred revenue(270,248)(334,835)
Ending balance$1,395,670$1,601,476

Revenue recognized during the first quarter of fiscal 2024 and 2025 from deferred revenue at the beginning of each respective period was $244.7 million and $293.9 million.

Remaining Performance Obligations

Total remaining performance obligations (RPO) which is contracted but not recognized revenue was $2.3 billion at the end of the first quarter of fiscal 2025. Total RPO includes $57.0 million in remaining non-cancelable product orders, of which $21.5 million relates to a lessor arrangement that is further discussed in Note 8. RPO consists of both deferred revenue and non-cancelable amounts that are expected to be invoiced and recognized as revenue in future periods. Product orders are generally cancelable until delivery has occurred, and as such, unfulfilled product orders that are cancelable are excluded from RPO. Of the $2.3 billion RPO at the end of the first quarter of fiscal 2025, we expect to recognize approximately 48% over the next 12 months, and the remainder thereafter.

Note 6. Debt

Revolving Credit Facility

In August 2020, we entered into a Credit Agreement with a consortium of financial institutions and lenders that provides for afive-year, senior secured revolving credit facility of $300.0 million (Credit Facility). Proceeds from the Credit Facility may be used for general corporate purposes and working capital. The Credit Facility expires, absent default or termination by us, on August 24, 2025.

In March 2023, we amended the Credit Facility to transition LIBOR to the Secured Overnight Financing Rate (SOFR) effective April 1, 2023. The annual interest rates applicable to loans under the Credit Facility are, at our option, equal to either a base rate plus a margin ranging from 0.50% to 1.25% or term SOFR (based on one, three or six-month interest periods), subject to a floor of 0%, plus a margin ranging from 1.50% to 2.25%. Interest on revolving loans is payable quarterly in arrears with respect to loans based on the base rate and at the end of an interest period in the case of loans based on term SOFR (or at each three-month interval if the interest period is longer than three months). We are also required to pay a commitment fee on the unused portion of the commitments ranging from 0.25% to 0.40% per annum, payable quarterly in arrears.

In April 2023, we borrowed $100.0 million under the Credit Facility which remained outstanding at the end of the first quarter of fiscal 2025. The outstanding borrowing bore weighted-average interest at an annual rate of 6.38% and 6.83% based on a one-month term SOFR period resulting in interest expense of $0.4 million and $2.0 million during the first quarter of fiscal 2024 and 2025.

Borrowings under the Credit Facility are collateralized by substantially all of our assets and subject to certain restrictions andtwo financial ratios measured as of the last day of each fiscal quarter: a Consolidated Leverage Ratio not to exceed 4.5:1 and an Interest Coverage Ratio not to be less than 3:1. We were in compliance with all covenants under the Credit Facility at the end of the first quarter of fiscal 2025.

Note 7. Commitments and Contingencies

Letters of Credit

At the end of fiscal 2024 and the first quarter of fiscal 2025, we had outstanding letters of credit in the aggregate amount of $7.7 million in connection with our facility leases. The letters of credit are collateralized by either restricted cash or the Credit Facility and mature on various dates through September 2030.

Legal Matters

From time to time, we have become involved in claims and other legal matters arising in the normal course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we currently are not aware of any matters that we expect to have a material adverse effect on our business, financial position, results of operations or cash flows. Accordingly, no material loss contingency has been recorded on our condensed consolidated balance sheet as of the end of the first quarter of fiscal 2025.

Indemnification

Our arrangements generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. Other guarantees or indemnification arrangements include guarantees of product and service performance and standby letters of credit for lease facilities. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any material costs as a result of such obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions.

Note 8. Leases

We lease office facilities under non-cancelable operating lease agreements expiring through July 2032. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. During the first quarter of fiscal 2025, we entered into data center leases with aseven-year duration, and aggregate lease payments of $54.9 million, commencing in the second quarter of fiscal 2025 and therefore are excluded from our future lease payments tabular disclosure below.

We also lease certain engineering test equipment under financing agreements. These finance leases have a lease term ofthree years and contain a bargain purchase option at the end of the respective lease term. It is reasonably certain that the bargain purchase option will be exercised.

The components of lease costs during the periods presented were as follows (in thousands):

First Quarter of Fiscal
20242025
Fixed operating lease cost$14,001$10,989
Variable lease cost (1)2,0843,592
Short-term lease cost (12 months or less)1,058897
Finance lease cost:
Amortization of finance lease right-of-use assets1,1001,100
Interest on finance lease liabilities12963
Total finance lease cost$1,229$1,163
Total lease cost$18,372$16,641

(1)Variable lease cost predominantly included common area maintenance charges.

Supplemental information related to leases is as follows (in thousands):

At the End of
Fiscal 2024First Quarter of Fiscal 2025
Operating leases:
Weighted-average remaining lease term (in years)5.04.9
Weighted-average discount rate7.1%7.2%
Finance leases:
Finance lease right-of-use assets, gross$17,596$17,596
Accumulated amortization(7,812)(8,912)
Finance lease right-of-use assets, net (1)$9,784$8,684
Finance lease liabilities, current (2)4,2044,384
Finance lease liabilities, non-current (3)18063
Total finance lease liabilities$4,384$4,447
Weighted-average remaining lease term (in years)2.42.2
Weighted-average discount rate5.4%5.6%

(1)Included in the condensed consolidated balance sheets within property and equipment, net.

(2)Included in the condensed consolidated balance sheets within accrued expenses and other liabilities.

(3)Included in the condensed consolidated balance sheets within other liabilities, non-current.

Supplemental cash flow information related to leases is as follows (in thousands):

First Quarter of Fiscal
20242025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases$8,425$9,169
Financing cash outflows for finance leases$1,540$802
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$7,580$7,885

Future lease payments under our non-cancelable leases at the end of the first quarter of fiscal 2025 were as follows (in thousands):

Fiscal Years EndingOperating LeasesFinance Leases
The remainder of 2025$42,714$4,347
202644,217183
202727,097—
202828,487—
202923,270—
Thereafter32,381—
Total future lease payments198,1664,530
Less: imputed interest(32,638)(83)
Present value of total lease liabilities$165,528$4,447

Lessor Arrangement

During the fourth quarter of fiscal 2024, we, as a lessor, entered into a non-cancelable arrangement with a customer ("lessee") to lease our data storage solutions and subscription services. The arrangement includes three seven-year leases that commence in the first, second and fourth quarters of fiscal 2025 with total net consideration of $76.6 million, and provides the lessee with an end-of-term option to purchase the leased assets for a pre-determined price.

We determined, at inception of the arrangement, that each of thethree seven-year leases included multiple components. These components include sales-type leases, an operating lease, and non-lease components. The total net consideration for each lease was allocated to these components based on relative standalone selling price. The amounts allocated to the lease and non-lease components are accounted for in accordance with ASC 842 and ASC 606, respectively. Lease income associated with sales-type leases are classified as product revenue and lease income associated with operating leases and non-lease components are classified as subscription services revenue on our condensed consolidated statements of operations.

The total net consideration for the first lease that commenced in the first quarter of fiscal 2025 ("First Lease") is $21.3 million. Of this amount, we recognized $7.2 million in product revenue related to a sales-type lease component. The associated profit was $5.3 million, based on the $7.2 million in product revenue less certain costs. Subscription services revenue related to the operating lease and non-lease components recognized during the first quarter of fiscal 2025 was not material.

Future minimum gross lease payments for the First Lease allocated to the sales-type leases and operating lease components were as follows (in thousands). The remaining lease payments, allocated to the non-lease components, is $17.0 million and excluded from the table below.

Fiscal Years EndingSales-Type LeasesOperating Lease
The remainder of 2025$1,381$647
20261,381646
20271,381646
20282,028—
20292,028—
Thereafter4,056—
Total future lease payments to be received$12,255$1,939

Note 9. Restructuring and Impairment

Workforce Realignment

In February 2024, we initiated a workforce realignment plan (the Plan) that impacted nearly 250 employees globally, resulting in total restructuring costs of $27.9 million associated with one-time severance and other termination benefits. We recognized $18.0 million in restructuring costs in the fourth quarter of fiscal 2024 and an additional $9.9 million in restructuring costs was recognized in the first quarter of fiscal 2025. Of the restructuring costs recognized in the first quarter of fiscal 2025, $9.5 million is presented in restructuring and impairment and $0.4 million is presented in cost of revenue in our condensed consolidated statement of operations. The execution of the Plan was substantially completed by the end of the first quarter of fiscal 2025.

The following table summarizes our liability related to the Plan that is included within accrued compensation and benefits on our condensed consolidated balance sheet (in thousands):

Workforce Realignment Costs
Balance at the end of fiscal 2024$18,009
Restructuring charges9,855
Cash payments(21,373)
Balance at the end of the first quarter of fiscal 2025$6,491

Facilities Abandonment and Impairment

During the first quarter of fiscal 2025, we recognized incremental abandonment and impairment charges of $3.9 million and $2.5 million, respectively, related to certain leases associated with our former corporate headquarters that we ceased use during the second quarter of fiscal 2024. The impairment charge represents the amount that the carrying value of the asset exceeded its estimated fair value, which was determined by utilizing a discounted cash flow approach that incorporated revised sublease assumptions.

Note 10. Stockholders’ Equity

Preferred Stock

We have 20.0 million authorized shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our Board of Directors. At the end of the first quarter of fiscal 2025, there wereno shares of preferred stock issued or outstanding.

Class A and Class B Common Stock

We havetwo classes of authorized common stock, Class A common stock, which we refer to as our "common stock", and Class B common stock. At the end of the first quarter of fiscal 2025, we had 2.0 billion authorized shares of Class A common stock and 250.0 million authorized shares of Class B common stock, with each class having a par value of $0.0001 per share. At the end of the first quarter of fiscal 2025,325.2 million shares of Class A common stock were issued and outstanding.

Share Repurchase Program

In February 2024, our Board of Directors authorized an additional $250.0 million to repurchase shares of our common stock. We didnot repurchase shares of our common stock during the first quarter of fiscal 2025. At the end of the first quarter of fiscal 2025, $395.4 million remained available for future share repurchases under our current repurchase authorization.

Note 11. Equity Incentive Plans

Equity Incentive Plans

We maintaintwo equity incentive plans: the 2009 Equity Incentive Plan (the 2009 Plan) and the 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan serves as the successor to our 2009 Plan and provides for grants of incentive stock options to our employees and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock and cash awards, market-based stock awards, and other forms of stock awards to our employees, directors and consultants. Our equity awards generally vest over atwo tofour year period and expire no later thanten years from the date of grant.

We net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2015 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as a financing activity in our condensed consolidated statements of cash flows.

2015 Amended and Restated Employee Stock Purchase Plan

Under our Amended and Restated 2015 Employee Stock Purchase Plan (2015 ESPP), our Board of Directors (or a committee thereof) has the authority to establish the length and terms of the offering periods and purchase periods and the purchase price of the shares of common stock which may be purchased under the plan. The current offering terms allow eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 30% of their eligible compensation, subject to a cap of 3,000 shares on any purchase date, a dollar cap of $7,500 per purchase period, or $25,000 in any calendar year (as determined under applicable tax rules). The current terms also allow for a 24-month offering period beginning March 16th and September 16th of each year, with each offering period consisting offour 6-month purchase periods, subject to a reset provision. Further, currently, on each purchase date, eligible employees may purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock (1) on the first trading day of the applicable offering period or (2) the purchase date.

Under the reset provision currently authorized, if the closing stock price on the offering date of a new offering falls below the closing stock price on the offering date of an ongoing offering, the ongoing offering would terminate immediately following the purchase of ESPP shares on the purchase date immediately preceding the new offering and participants in the terminated offering would automatically be enrolled in the new offering (ESPP reset), resulting in a modification charge to be recognized over the new offering period. An ESPP reset occurred during the first quarter of fiscal 2024 that resulted in a modification charge of $16.7 million, which is being recognized over an offering period ending March 15, 2025.

Stock-based compensation expense related to our 2015 ESPP was $6.1 million and $8.0 million during the first quarter of fiscal 2024 and 2025. At the end of the first quarter of fiscal 2025, total unrecognized stock-based compensation cost related to our 2015 ESPP was $33.7 million, which is expected to be recognized over a weighted-average period of 1.0 years.

Stock Options

A summary of the stock option activity under our equity incentive plans and related information is as follows:

Options Outstanding
Number ofSharesWeighted-AverageExercise PriceWeighted-AverageRemainingContractual Life (In Years)AggregateIntrinsicValue (in thousands)
Balance at the end of fiscal 20244,493,934$13.632.3$129,065
Options exercised(1,034,342)12.78
Options forfeited(593)1.95
Balance at the end of the first quarter of fiscal 20253,458,999$13.892.3$133,119
Vested and exercisable at the end of the first quarter of fiscal 20253,451,936$13.782.3$132,763

The aggregate intrinsic value of options vested and exercisable at the end of the first quarter of fiscal 2025 is calculated based on the difference between the exercise price and the closing price of $52.24 of our common stock on the last day of the first quarter of fiscal 2025.

Stock-based compensation expense recognized related to stock options was $0.7 million and $0.2 million during the first quarter of fiscal 2024 and 2025. At the end of the first quarter of fiscal 2025, total unrecognized employee stock-based compensation cost related to outstanding options was $0.1 million, which is expected to be recognized over a weighted-average period of 0.1 years.

Restricted Stock Units (RSUs)

A summary of the RSU activity under our equity incentive plans and related information is as follows:

Number ofRSUs OutstandingWeighted-AverageGrant DateFair ValueAggregateIntrinsicValue (in thousands)
Unvested balance at the end of fiscal 202424,343,074$26.77$1,028,495
Granted6,063,83249.75
Vested(3,018,788)22.88
Forfeited(1,020,204)26.47
Unvested balance at the end of the first quarter of fiscal 202526,367,914$32.51$1,377,460

Stock-based compensation expense related to RSUs was $60.6 million and $67.7 million during the first quarter of fiscal 2024 and 2025. At the end of the first quarter of fiscal 2025, total unrecognized employee stock-based compensation cost related to unvested RSUs was $814.2 million, which is expected to be recognized over a weighted-average period of 3.0 years.

Performance-based Restricted Stock Units (PRSUs)

The number of shares that could be earned under our PRSU grants ranges from 0% to 200% of the target number granted depending on the achievement of certain performance conditions with any unearned shares canceled. The number of earned shares vest over three years from the date of grant subject to continuous service.

A summary of the PRSU activity under our equity incentive plans and related information is as follows:

Number of PRSUs OutstandingWeighted-Average Grant Date Fair ValueAggregate Intrinsic Value(in thousands)
Unvested balance at the end of fiscal 20242,270,597$25.64$95,933
Granted (1)1,102,50249.46
Vested and earned (2)(660,376)24.52
Unearned (3)(297,864)23.86
Unvested balance at the end of the first quarter of fiscal 20252,414,859$37.04$126,152

(1) Represents the number of shares that may be earned at the target percentage of 100% depending on the achievement of fiscal 2025 performance conditions.

(2) Represents the number of shares earned in which the service condition has also been satisfied.

(3) Represents the number of shares canceled as a result of not fully achieving the fiscal 2024 performance conditions.

Stock-based compensation expense related to PRSUs was $10.4 million and $33.5 million during the first quarter of fiscal 2024 and 2025. At the end of the first quarter of fiscal 2025, total unrecognized employee stock-based compensation cost related to unvested PRSUs was $70.6 million, which is expected to be recognized over a weighted-average period of 2.6 years.

During the first quarter of fiscal 2025, our Board of Directors approved a discretionary adjustment, increasing the earned number of shares to 80 percent of the target for the PRSUs granted in fiscal 2024. Our Board of Directors consideration included that fiscal 2024 total revenue growth was impacted by Total Contract Value (TCV) sales growth of our consumption based Evergreen//One and Evergreen//Flex offerings, which far exceeded expectations. This modification resulted in additional stock-based compensation expense of approximately $40.7 million, of which $28.7 million was recognized in the first quarter of fiscal 2025 with the remaining amount to be recognized over the remaining vesting period.

Long-Term Performance Incentive RSUs (LTP Awards)

In June 2023, we granted market-based LTP Awards to certain executives with an aggregate maximum number of shares of common stock of approximately 4.2 million.

The total number of shares earned are subject to continuous service through March 20, 2028 and upon vesting, the number of shares vested will be subject to aone-year post-vest holding period.

The number of shares earned are contingent upon our market capitalization meeting or exceeding $21 billion that will be measured over an approximate three tofive year period, at the end of our fiscal years ending in 2026, 2027 and 2028.

Total stock-based compensation expense of $73.9 million for these awards is being recognized over the requisite service period of nearly five years using the accelerated attribution method and is not reversed if the market condition is not ultimately met. There were approximately 4.0 million in remaining unvested and outstanding LTP Awards with an aggregate intrinsic value of $209.3 million at the end of the first quarter of fiscal 2025. Stock-based compensation expense related to LTP Awards was $3.6 million during the first quarter of fiscal 2025. At the end of the first quarter of fiscal 2025, total unrecognized stock-based compensation cost related to unvested LTP Awards was $57.1 million, which is expected to be recognized over a weighted-average period of 3.9 years.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands):

First Quarter of Fiscal
20242025
Cost of revenue—product$2,655$2,782
Cost of revenue—subscription services5,6478,871
Research and development38,23250,294
Sales and marketing17,18123,519
General and administrative14,11527,528
Total stock-based compensation expense, net of amounts capitalized (1)$77,830$112,994

(1) Stock-based compensation expense capitalized was $0.8 million and $1.6 million during the first quarter of fiscal 2024 and 2025.

The tax benefit related to stock-based compensation expense for all periods presented was not material.

Note 12. Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents, including our outstanding stock options, common stock related to unvested RSUs, PRSUs, and LTP Awards, the shares underlying the conversion option in our Notes (prior to the Notes being repaid in April 2023) to the extent dilutive, and common stock issuable pursuant to the ESPP. We used the if-converted method to calculate the impact of our Notes, prior to the Notes being repaid, on diluted EPS. In periods of net loss, all potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):

First Quarter of Fiscal
20242025
Net loss$(67,401)$(35,009)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted305,863322,589
Net loss per share attributable to common stockholders, basic and diluted$(0.22)$(0.11)

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (in thousands):

First Quarter of Fiscal
20242025
Stock options to purchase common stock8,8743,883
Unvested RSUs and PRSUs27,79425,516
Shares related to convertible senior notes17,315—
Shares issuable pursuant to the ESPP822775
Total54,80530,174

Note 13. Other Income (Expense), Net

Other income (expense), net consists of the following (in thousands):

First Quarter of Fiscal
20242025
Interest income(1)$12,989$18,190
Interest expense(2)(1,385)(2,012)
Foreign currency transactions gains (losses)48(2,092)
Other income975
Total other income (expense), net$11,749$14,091

(1)Interest income includes interest income related to our cash, cash equivalents and marketable securities and non-cash interest income (expense) related to accretion (amortization) of the discount (premium) on marketable securities.

(2) Interest expense includes non-cash interest expense related to amortization of debt issuance costs, contractual interest expense related to our debt and accretion of our finance lease liabilities.

Note 14. Income Taxes

Our provision for income tax primarily reflects taxes on international operations and U.S. income taxes. The difference between the income tax provision that would be derived by applying the statutory rate to our loss before provision for income taxes and the income tax provision recorded was primarily attributable to our valuation allowance on U.S. deferred tax assets, research and development credits, U.S. taxes on foreign income, stock-based compensation expense and state taxes driven by Internal Revenue Code Section 174.

At the end of the first quarter of fiscal 2025, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for fiscal 2024.

Note 15. Segment Information

Our chief operating decision maker is our Chief Executive Officer. Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we have a single reportable segment.

Disaggregation of Revenue

The following table depicts the disaggregation of revenue by geographic area based on the billing address of our customers and is consistent with how we evaluate our financial performance (in thousands):

First Quarter of Fiscal
20242025
United States$427,164$489,019
Rest of the world162,143204,460
Total revenue$589,307$693,479

Long-Lived Assets by Geographic Area

Long-lived assets, which are comprised of property and equipment, net, by geographic area are summarized as follows (in thousands):

At the End of
Fiscal 2024First Quarter of Fiscal 2025
United States$340,121$355,490
Rest of the world12,48312,663
Total long-lived assets$352,604$368,153
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.