Stockholders' Equity |
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| Stockholders' Equity | Stockholders’ Equity Common Stock and Undesignated Preferred Stock
The Company has authorized 2,000,000,000 shares of Class A common stock with a par value of $0.00003 per share and 310,000,000 shares of Class B common stock with a par value of $0.00003 per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock. The holders of Class A common stock and Class B common stock are entitled to share equally, identically and ratably, on a per share basis, with respect to any dividend or distribution of cash or property paid or distributed by the Company, unless different treatment of the shares of the affected class is approved by the affirmative vote of the holders of a majority of the outstanding shares of such affected class, voting separately as a class.
Common Stock Warrants
In fiscal year 2021, the Company issued warrants allowing the holders to purchase up to 2.5 million shares of common stock for $10.00 per share. The warrants expired on October 7, 2025 and, as such, there were no warrants outstanding as of January 31, 2026. As of January 31, 2025, there were warrants to purchase up to 2.5 million shares of common stock outstanding.
Share Repurchase Programs
On January 4, 2024, the Company announced that its board of directors (the “Board”) authorized and approved a share repurchase plan (the “2024 Share Repurchase Program”), which authorized the Company to periodically repurchase up to $100 million of its Class A common stock through December 31, 2024. On March 26, 2024 and June 3, 2024, the Board approved an additional $100 million of repurchases on each date under the 2024 Share Repurchase Program, bringing the total amount authorized for purchase under the 2024 Share Repurchase Program to $300 million. During the second quarter of fiscal year 2025, the Company completed the full repurchase authorization of $300 million under the 2024 Share Repurchase Program.
On June 4, 2025, the Company announced the Board had authorized and approved a share repurchase plan (the “2025 Share Repurchase Program”), which authorized the Company to periodically repurchase up to $150 million of its Class A common stock through June 30, 2026. During the third quarter of fiscal year 2026, the Company completed the full repurchase authorization of $150 million under the 2025 Share Repurchase Program.
On March 11, 2026, the Company announced the Board had authorized and approved a share repurchase plan (the “2026 Share Repurchase Program”), which authorized the Company to periodically repurchase up to $200 million of its Class A common stock through March 15, 2027. On March 13, 2026, the Company entered into an accelerated share repurchase transaction for $125 million under the 2026 Share Repurchase Program, with the remaining authorization to be utilized at the Company’s discretion over the next year, subject to market conditions and other factors. Repurchases under the program are expected to be funded using cash on hand, cash equivalents, and marketable securities.
All of the Company’s repurchases are subject to a one percent excise tax enacted by the Inflation Reduction Act of 2022 (the “IRA”). The excise tax is calculated based on the net number of shares repurchased during the year, equal to shares repurchased less any shares issued as a result of option exercises, RSU vests or ESPP purchases. Excise taxes are recorded as an adjustment to accumulated deficit in the Company’s statement of stockholders’ equity. All of the shares repurchased or to be repurchased under the repurchase plans described above have been or will be returned to the Company’s authorized but unissued share reserve.
Details of the Company’s repurchases are as follows:
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