grepcent public filings, reorganized for comparison

SentinelOne, Inc. (S) FY 2025 MD&A

Verbatim Item 7 Management's Discussion and Analysis from SentinelOne, Inc.'s 10-K for fiscal year 2025. Filing date: 2025-03-26. Report date: 2025-01-31. Accession: 0001583708-25-000051.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high.

Company profile: S · All MD&A years: index · Previous year: FY 2024 · Next year: FY 2026

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note About Forward-Looking Statements” in this Annual Report on Form 10-K. You should review the disclosure under the heading “Risk Factors” in this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2025, 2024, and 2023 are referred to herein as fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

Unless the context otherwise requires, all references in this report to “SentinelOne,” the “Company,” “we” “our” “us,” or similar terms refer to SentinelOne, Inc. and its subsidiaries.

A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K for the fiscal year ended January 31, 2024 filed with the SEC on March 27, 2024.

67

Table of Contents

Overview

We founded SentinelOne in 2013 with a dramatically new approach to cybersecurity.

We pioneered the world’s first purpose-built AI-powered security platform to make cyber defense truly autonomous, from the endpoint and beyond. Our Singularity Platform instantly defends against cyberattacks — performing at a faster speed, greater scale, and higher accuracy than otherwise possible from a human-powered approach.

Our Singularity Platform ingests, correlates, and queries petabytes of structured and unstructured data from a myriad of ever-expanding disparate external and internal sources in real-time. We aim to build rich context and deliver greater visibility by constructing a dynamic representation of data across an organization. As a result, our AI models are able to be highly accurate, actionable, and autonomous. Our distributed AI models run both locally on every endpoint and every cloud workload, as well as on our cloud platform. Our Static and vector-agnostic Behavioral AI models, which run on the endpoints themselves, provide our customers with protection even when their devices are not connected to the cloud. In the cloud, our Streaming AI can detect anomalies that surface when multiple data feeds are correlated. By providing full visibility into the Storyline of every secured device across the organization through one console, our platform can make it very fast for analysts to easily search through petabytes of data to investigate incidents and proactively hunt threats. We have extended our control and visibility planes beyond the traditional endpoint to unmanaged IoT devices.

Singularity can be flexibly deployed on the environments that our customers choose, including public, private, or hybrid clouds. Our feature parity across Windows, macOS, Linux, and Kubernetes offers best-of-breed protection, visibility, and control across today’s heterogeneous IT environments. Together, these capabilities make our platform the logical choice for organizations of all sizes, industry verticals, and compliance requirements. Our platform offers true multi-tenancy, which allows us to serve the world’s largest organizations, managed security providers and incident response partners. Our customers are able to realize improved cybersecurity outcomes with fewer people.

We generate most of our revenue by selling subscriptions to our Singularity Platform. We generally price our subscriptions and modules on a per agent basis, and each agent generally corresponds with an endpoint, server, virtual machine, or container.

Our subscription contracts typically range from one to three years. We recognize subscription revenue ratably over the term of a contract. Most of our contracts are for terms representing annual increments, therefore contracts generally come up for renewal in the same period in subsequent years. The timing of large multi-year enterprise contracts can create some variability in subscription order levels between periods, though the impact to our revenue in any particular period is limited as a result of ratable revenue recognition.

Our go-to-market strategy is focused on acquiring new customers and driving expanded usage of our platform by existing customers. Our sales organization is comprised of our enterprise sales, inside sales and customer solutions engineering teams. It leverages our global network of ISVs, alliance partners, and channel partners for prospect access. Additionally, our sales teams work closely with our customers, channel partners, and alliance partners to drive adoption of our platform, and our software solutions are fulfilled through our channel partners. Our channel partners include some of the world’s largest resellers and distributors, MSPs, MSSPs, MDRs, OEMs, and IR firms. Once customers experience the benefits of our platform, they often expand their subscriptions to benefit from the full range of our platform solutions. Additionally, many of our customers adopt Singularity Modules over time to extend the functionality of our platform and increase their coverage footprint. The combination of platform upgrades and extended modules drives our powerful land-and-expand motion.

Our Singularity Platform is used globally by organizations of all sizes across a broad range of industries. We had 1,411 customers with ARR of $100,000 or more as of January 31, 2025, up from 1,133 customers with ARR of $100,000 or more as of January 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 January 31, 2025 and 2024, no single end

68

Table of Contents

customer accounted for more than 3% of our ARR. Our revenue outside of the U.S. represented 37% and 36% for fiscal 2025 and 2024, respectively, illustrating the global nature of our solutions.

We have grown rapidly since our inception. Our revenue was $821.5 million, $621.2 million, and $422.2 million for fiscal 2025, 2024, and 2023, respectively, representing year-over-year growth of 32% and 47%, respectively. During this period, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for fiscal 2025, 2024, and 2023 was $288.4 million, $338.7 million, and $378.7 million, respectively.

Impact of Global Macroeconomic and Geopolitical Conditions

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, changes in tariffs and trade restrictions, 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.

We intend to continue to monitor global macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted. For example, in June 2023, we announced a restructuring plan (Plan) designed to improve operational efficiencies and operating costs and better align our workforce and operations with current business needs, priorities, and near-term growth expectations. The actions associated with the Plan were substantially completed as of the end of fiscal 2025. We incurred approximately $7.4 million in charges in connection with the Plan in fiscal 2024, consisting of severance payments and employee benefits, impairment charges related to excess facilities and inventory write-offs, offset partially by savings related to the reversal on stock-based compensation expense.

We are unable to predict the full impact that macroeconomic or other geopolitical factors will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the actions that may be taken by government authorities across the U.S. or other countries, changes in central bank policies and interest rates, rates of inflation, potential uncertainty with respect to the federal debt ceiling and budget, regional geopolitical conflicts, the impact to our customers, partners, and suppliers, and other factors described in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

Key Business Metrics and Non-GAAP Financial Measures

We monitor the following key metrics and non-GAAP financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

Revenue

We discuss revenue below under “Components of Our Results of Operations.”

Year Ended January 31,
202520242023
(in thousands)
Revenue$821,461$621,154$422,179

69

Table of Contents

Non-GAAP operating loss

In addition to our results determined in accordance with GAAP, we use non-GAAP operating loss as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe that non-GAAP operating loss provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this measure excludes, among other expenses, expenses that we do not consider to be indicative of our overall operating performance. Non-GAAP operating loss is calculated as GAAP operating loss adjusted to exclude amortization of acquired intangible assets, acquisition-related compensation, stock-based compensation expense, payroll tax on employee stock transactions, and restructuring charges.

Non-GAAP operating loss has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, including GAAP operating loss. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures, including non-GAAP operating loss, differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP operating loss is presented for supplemental informational purposes only.

Year Ended January 31,
202520242023
(in thousands)
Non-GAAP operating loss$(25,421)$(118,225)$(208,861)

A reconciliation of non-GAAP operating loss to GAAP operating loss, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, is provided below:

Year Ended January 31,
202520242023
(in thousands)
GAAP operating loss$(329,359)$(378,416)$(402,576)
Stock-based compensation expense267,531216,870164,466
Employer payroll tax on employee stock transactions5,6813,4292,235
Amortization of acquired intangible assets27,02028,36322,645
Acquisition-related compensation3,7063,0434,369
Inventory write-offs due to restructuring720
Other restructuring charges7,766
Non-GAAP operating loss$(25,421)$(118,225)$(208,861)

Annualized Recurring Revenue

We believe that ARR is a key operating metric to measure our business because it is driven by our ability to acquire new subscription and consumption and usage-based customers, and to maintain and expand our relationship with existing customers. ARR represents the annualized revenue run rate of our subscription, 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. ARR is an operational metric and is not a non-GAAP metric. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates, usage, renewal rates, and other contractual terms.

70

Table of Contents

As of January 31,
202520242023
(in thousands)
Annualized recurring revenue$920,056$724,404$521,652

ARR grew 27% year-over-year to $920.1 million for fiscal 2025, primarily driven by a combination of new customer additions and adoption of adjacent platform solutions by existing customers.

Customers with ARR of $100,000 or More

We believe that our ability to increase the number of customers with ARR of $100,000 or more is an indicator of our market penetration and strategic demand for our platform. We define a customer as an entity that has an active subscription for access to our platform. We count MSPs, MSSPs, MDRs, and OEMs, who may purchase our products on behalf of multiple companies, as a single customer. We do not count our reseller or distributor channel partners as customers.

As of January 31,
202520242023
(in thousands)
Customers with ARR of $100,000 or more1,4111,133872

Customers with ARR of $100,000 or more grew 25% year-over-year to 1,411 for fiscal 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.

Dollar-Based Net Retention Rate

We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. NRR measures the percentage change in our ARR derived from our customer base at a point in time. To calculate NRR, we first determine Prior Period ARR, which is ARR from the population of our customers as of 12 months prior to the end of a particular reporting period. We then calculate Net Retention ARR, which represents the total ARR at the end of a particular reporting period from the same set of customers that is used to determine Prior Period ARR. Net Retention ARR includes any expansion, and is net of contraction and attrition associated with that set of customers. NRR represents the quotient obtained by dividing Net Retention ARR by Prior Period ARR.

As of January 31,
202520242023
(in thousands)
Dollar-based net retention rate110%114%132%

Our NRR of 110% was driven by existing customers adoption of additional endpoint licenses and adjacent platform solutions. A larger portion of our business mix was driven by new customers in fiscal 2025, which we believe will open doors for platform adoption over time. We see significant long-term expansion potential based on high customer retention rates, expanding product categories, and early-stage adoption from our installed base.

Components of Our Results of Operations

Revenue

We generate most of our revenue by selling subscriptions to our Singularity Platform. Customers can extend the functionality of their subscription to our platform by subscribing to additional Singularity Modules. Subscriptions provide access to hosted software. The nature of our promise to the customer under the subscription is to provide protection for the duration of the contractual term and as such is considered as a series of distinct services. Our

71

Table of Contents

arrangements may include fixed consideration, variable consideration, or a combination of the two. Fixed consideration is recognized over the term of the arrangement or longer if the fixed consideration relates to a material right. Variable consideration in these arrangements is typically a function of transaction volume or another usage-based measure. Depending upon the structure of a particular arrangement, we (i) allocate the variable amount to each distinct service period within the series and recognize revenue as each distinct service period is performed (i.e. direct allocation), (ii) estimate total variable consideration at contract inception (giving consideration to any constraints that may apply and updating the estimates as new information becomes available) and recognize the total transaction price over the period to which it relates, or (iii) apply the ‘‘right to invoice’’ practical expedient and recognize revenue based on the amount invoiced to the customer during the period. Premium support and maintenance and other Singularity Modules are distinct from subscriptions and are recognized ratably over the term as the performance obligations are satisfied.

We invoice our customers upfront upon signing for the entire term of the contract, periodically, or in arrears. Most of our subscription contracts have a term of one to three years.

Cost of Revenue

Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with the hosting and maintenance of our platform. Cost of revenue also consists of personnel-related costs associated with our customer support and services organization, including salaries, benefits, bonuses, and stock-based compensation, amortization of acquired intangible assets, amortization of capitalized internal-use software, software and subscription services used by our customer support and services team, inventory-related costs, and allocated facilities and IT overhead costs.

Our third-party cloud infrastructure costs are driven primarily by the number of customers, the number of endpoints per customer, the number of modules, and the incremental costs for storing additional data collected for such cloud modules. We plan to continue to invest in our platform infrastructure and additional resources in our customer support and services organization as we grow our business. The level and timing of investment in these areas could affect our cost of revenue from period to period.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, general and administrative and restructuring expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include allocated facilities and IT overhead costs.

Research and Development

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.

We expect research and development expenses to increase in absolute dollars as we continue to increase investments in our existing products and services. However, we anticipate research and development expenses to decrease as a percentage of our total revenue over time, although our research and development expenses may fluctuate as a percentage of our total revenue from period to period depending on the timing of these expenses. In addition, research and development expenses that qualify as internal-use software are capitalized, the amount of which may fluctuate significantly from period to period.

Sales and Marketing

Sales and marketing expenses consist primarily of employee salaries, commissions, benefits, bonuses, stock-based compensation, travel and entertainment related expenses, advertising, branding and marketing events, promotions, amortization of acquired customer relationships, and software and subscription services. Sales and marketing expenses also include sales commissions paid to our sales force and referral fees paid to independent third

72

Table of Contents

parties that are incremental to obtain a subscription contract. Such costs are capitalized and amortized over an estimated period of benefit of four years, and any such expenses paid for the renewal of a subscription are capitalized and amortized over the average contractual term of the renewal.

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.

General and Administrative

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.

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.

Restructuring

Restructuring charges, related to the Plan, consist primarily of charges related to severance payments, employee benefits, stock-based compensation, and impairment charges related to excess facilities. The actions associated with the Plan were substantially completed as of the end of fiscal 2025.

Interest Income, Interest Expense, and Other Income (Expense), Net

Interest income consists primarily of interest earned on our cash equivalents and investments.

Interest expense consists primarily of the amortization of the discount related to the acquisition-related liabilities.

Other income (expense), net consists primarily of foreign currency transaction gains and losses, and gains and losses on strategic investments.

Provision for (Benefit From) Income Taxes

Provision for (benefit from) income taxes consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. In connection with our global consolidated losses, we maintain a full valuation allowance against our U.S. and Israel deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.

We expect our provision for income taxes to increase in fiscal year 2026 and beyond based upon increased foreign earnings and federal minimum taxes.

Additionally, as discussed in more detail in Part I, Item 1A, “Risk Factors” in this Annual Report, and Note 12, Income Taxes, to the consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, since 2022, we have been negotiating a bilateral Advance Pricing Agreement (APA) with the U.S. and the Israeli governments, covering various transfer pricing matters for intercompany transactions relating to the intergroup ownership and utilization of our intellectual property. As of January 31, 2025, the APA negotiations are ongoing with no finalized resolution. If we agree to an APA, we may, as part of that agreement, be required to make significant payments to the Israeli government.

73

Table of Contents

Results of Operations

The following table sets forth our results of operations for the periods presented:

Year Ended January 31,
202520242023
(in thousands)
Revenue$821,461$621,154$422,179
Cost of revenue(1)211,106179,281144,177
Gross profit610,355441,873278,002
Operating expenses:
Research and development(1)267,002218,176207,008
Sales and marketing(1)487,225397,160310,848
General and administrative(1)185,487198,247162,722
Restructuring(1)6,706
Total operating expenses939,714820,289680,578
Loss from operations(329,359)(378,416)(402,576)
Interest income50,10045,88021,408
Interest expense(171)(1,216)(1,830)
Other income (expense), net(2,177)918(1,293)
Loss before income taxes(281,607)(332,834)(384,291)
Provision for (benefit from) income taxes6,8345,859(5,613)
Net loss$(288,441)$(338,693)$(378,678)

__________________

(1)Includes stock-based compensation expense as follows:

Year Ended January 31,
202520242023
(in thousands)
Cost of revenue$22,105$17,187$10,093
Research and development83,95761,05551,771
Sales and marketing80,49655,79840,115
General and administrative80,97383,89062,487
Restructuring(1,060)
Total stock-based compensation expense$267,531$216,870$164,466

74

Table of Contents

The following table sets forth the components of our consolidated statements of operations as a percentage of revenue for each of the periods presented:

Year Ended January 31,
202520242023
(as a percentage of total revenue)
Revenue100%100%100%
Cost of revenue262934
Gross profit747166
Operating expenses:
Research and development333549
Sales and marketing596474
General and administrative233239
Restructuring1
Total operating expenses114132161
Loss from operations(40)(61)(95)
Interest income675
Interest expense
Other income (expense), net
Loss before income taxes(34)(54)(91)
Provision for (benefit from) income taxes11(1)
Net loss(35)%(55)%(90)%

Note: Certain figures may not sum due to rounding.

Comparison of the Years Ended January 31, 2025 and 2024

Revenue

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Revenue$821,461$621,154$200,30732%

Revenue increased by $200.3 million, or 32%, from $621.2 million for fiscal 2024 to $821.5 million for fiscal 2025, primarily due to a combination of sales to new customers and sales of additional licenses and platform solutions to existing customers.

Cost of Revenue, Gross Profit, and Gross Margin

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Cost of revenue$211,106$179,281$31,82518%
Gross profit$610,355$441,873$168,48238%
Gross margin74%71%

75

Table of Contents

Cost of revenue increased by $31.8 million from $179.3 million for fiscal 2024 to $211.1 million for fiscal 2025, primarily due to an increase of $17.3 million in customer support costs which were primarily personnel-related expenses, a $9.6 million increase in cloud hosting usage charges to support our expanding business, and a $5.2 million increase in amortization of capitalized internal-use software due to the continued investment in our platform. Gross margin increased from 71% for fiscal 2024 to 74% for fiscal 2025, primarily due to revenue growth from existing and new customers outpacing growth in cost of revenue.

Research and Development

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Research and development expenses$267,002$218,176$48,82622%

Research and development expenses increased from $218.2 million in fiscal 2024 to $267.0 million in fiscal 2025, primarily due to an increase in personnel-related expenses of $36.7 million, including an increase of $22.9 million related to stock-based compensation expense as a result of increased headcount, a $9.2 million increase in allocated overhead costs, and an increase of $3.6 million in cloud hosting expenses driven by expanded research and development activities.

Sales and Marketing

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Sales and marketing expenses$487,225$397,160$90,06523%

Sales and marketing expenses increased from $397.2 million in fiscal 2024 to $487.2 million in fiscal 2025, primarily due to an increase in personnel-related expenses of $62.6 million, including an increase of $24.7 million in stock-based compensation expense as a result of increased headcount and accelerated stock-based compensation expenses. In addition, there was an increase in marketing-related expenses of $17.9 million, and a $5.9 million increase in sales-related expenses due to overall business growth and further investment in marketing activities.

General and Administrative

Year Ended January 31,Change
20252024$%
(dollars in thousands)
General and administrative expenses$185,487$198,247$(12,760)(6)%

General and administrative expenses decreased from $198.2 million in fiscal 2024 to $185.5 million in fiscal 2025, primarily due to a $6.4 million decrease in overhead expenses due to higher overhead cost being allocated out, a decrease of $4.2 million in legal expenses and a decrease in $2.7 million in litigation expenses due to lower legal consulting fees and lower settlement charges during fiscal 2025.

Restructuring

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Restructuring$$6,706$(6,706)(100)%

76

Table of Contents

Restructuring charges decreased by $6.7 million due to activities undertaken pursuant to the Plan announced in June 2023. The decrease included severance and employee benefit charges of $5.4 million and impairment charges related to excess facilities of $2.4 million incurred during fiscal 2024, partially offset by stock-based compensation savings of $1.1 million due to decreased headcount.

Interest Income, Interest Expense, and Other Income (Expense), Net

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Interest income$50,100$45,880$4,2209%
Interest expense$(171)$(1,216)$1,045(86)%
Other income (expense), net$(2,177)$918$(3,095)(337)%

Interest income increased $4.2 million as a result of higher income earned from investments in marketable securities in fiscal 2025 primarily due to a higher investment balance and increased yield. Interest expense decreased primarily due to a reduction in the amortization of the discount related to acquisition-related liabilities. The change in other income (expense), net is primarily due to a decrease in net gains on strategic investments.

Provision for Income Taxes

Year Ended January 31,Change
20252024$%
(dollars in thousands)
Provision for income taxes$6,834$5,859$97517%

The provision for income taxes increased in fiscal 2025, compared to fiscal 2024, primarily as a result of the increase in foreign taxes related to operations in international subsidiaries.

Liquidity and Capital Resources

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 $1.6 billion and $1.3 billion as of January 31, 2025 and 2024, 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 of January 31, 2025 and 2024, our principal source of liquidity was cash, cash equivalents, and investments of $1.1 billion and $1.1 billion, respectively.

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. 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.

77

Table of Contents

We hold our cash, cash equivalents, and investments with a diverse group of banking partners. However, any instability in the U.S. or global banking system or relating to the federal budget may impact liquidity both in the short term and long term and may result in adverse impacts to our or our customers’ business, including in our customers’ ability to pay for our platform.

The following table shows a summary of our cash flows for the periods presented:

Years Ended January 31,
202520242023
(in thousands)
Net cash provided by (used in) operating activities$33,728$(68,374)$(193,287)
Net cash provided by (used in) investing activities$(218,397)$140,590$(1,312,666)
Net cash provided by financing activities$55,885$47,464$36,308

Operating Activities

Our largest source of operating cash is payments received from our customers. Our primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses, and overhead expenses.

Historically, we have generated negative operating cash flow, but in fiscal 2025, we achieved positive operating cash flow, primarily due to higher customer collections, partially offset by increased cash payments for cost of revenue and operating expenses.

Our operating cash flow is influenced by seasonal billing patterns, with a concentration of annual billings in our fiscal fourth quarter due to enterprise buying and renewal cycles. This makes our fiscal first quarter our strongest for collections and operating cash flow. Acquisitions can also impact cash flow due to transaction costs, financing expenses, and lower initial contributions from acquired entities.

Cash provided by (used in) operating activities primarily consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense, depreciation and amortization, amortization of deferred contract acquisition costs, and changes in operating assets and liabilities during each period.

Cash provided by operating activities during fiscal 2025 was $33.7 million, primarily consisting of our net loss of $288.4 million, and $46.6 million used in net changes to our operating assets and liabilities, offset by adjustments for non-cash items of $368.8 million. The main drivers of the changes in operating assets and liabilities were a $90.9 million increase in deferred contract acquisition costs, a $21.2 million increase in accounts receivable due to timing of cash received from customers, and a $5.0 million decrease in operating lease liabilities. These amounts were partially offset by a $56.9 million increase in deferred revenue resulting primarily from increased subscription contracts, a $5.3 million increase in accrued payroll and benefits and a $5.1 million increase in accrued liabilities and other liabilities.

Cash used in operating activities during fiscal 2024 was $68.4 million, primarily consisting of our net loss of $338.7 million, and $20.2 million used in net changes to our operating assets and liabilities, partially offset by non-cash items of $290.5 million. The main drivers of the changes in operating assets and liabilities were a $81.0 million increase in deferred contract acquisition costs, a $61.9 million increase in accounts receivable due to timing of cash received from customers, and a $4.5 million decrease in accounts payable. These amounts were partially offset by a $108.2 million increase in deferred revenue resulting primarily from increased subscription contracts and a $19.1 million increase in accrued payroll and benefits.

Investing Activities

Cash used in investing activities during fiscal 2025 was $218.4 million, consisting of $804.5 million of investment purchases, $123.8 million of net cash paid for the acquisitions of PingSafe, Stride, as well as payments

78

Table of Contents

related to the release of escrow liabilities from the Attivo acquisition, and $25.1 million of capitalized internal-use software costs. These amounts were partially offset by $737.1 million of investment sales and maturities.

Cash provided by investing activities during fiscal 2024 was $140.6 million, consisting of $639.2 million of investment sales and maturities, partially offset by $466.3 million of investment purchases, $14.0 million of capitalized internal-use software costs, $13.6 million of net cash paid for the KSG acquisition, $3.5 million for purchases of intangible assets, and $1.3 million of purchases of property and equipment to support additional office facilities.

Financing Activities

Cash provided by financing activities during fiscal 2025 was $55.9 million, consisting of $33.4 million of proceeds from the exercise of employee stock options and $22.5 million of proceeds from the issuance of common stock under our 2021 Employee Stock Purchase Plan.

Cash provided by financing activities during fiscal 2024 was $47.5 million, consisting of $28.3 million of proceeds from the exercise of employee stock options and $19.1 million of proceeds from the issuance of common stock under our 2021 Employee Stock Purchase Plan.

Contractual Obligations and Commitments

Our operating lease obligations as of January 31, 2025 were approximately $20.6 million, with $6.0 million expected to be paid within 12 months and the remainder thereafter. Our operating leases are related to leased office space with expirations through 2029. See Note 8, Leases, to the consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data.

Our purchase obligations as of January 31, 2025 were approximately $718.4 million, with $139.3 million expected to be paid within 12 months and the remainder thereafter.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and we evaluate our estimates and assumptions on an ongoing basis. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows could be affected.

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.

We consider the terms and conditions of contracts with customers and our customary business practices in identifying contracts. We determine we have a contract with a customer when the contract is approved, the payment terms for the services can be identified, each party’s rights regarding the services to be transferred can be identified,

79

Table of Contents

the contract has commercial substance, and we have determined that the customer has the ability and intent to pay. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to such customer.

Our contracts with customers may contain multiple performance obligations, which are accounted for separately if they are capable of being distinct and are distinct in the context of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on relative standalone selling price. Certain sales arrangements may include variable consideration, which is recorded as part of the transaction price if, in our judgment, it is probable that no significant future reversal of cumulative revenue under the contract will occur.

Business Combinations

We account for our acquisitions using the acquisition method of accounting. We allocate the fair value of purchase consideration to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, forecasted revenue, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Recently Issued Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.

Back to the S company profile or the MD&A index.