BOX INC

Previous wording

With our Software-as-a-Service (SaaS) platform, users can work with their content as they need – from secure external collaboration and workspaces to e-signature processes and content workflows – improving employee productivity and accelerating business processes. IT teams can establish a space for compliant content management, and developers can easily create customized portals for white-labeled content collaboration. Administrators have a wide range of security, data protection, and compliance features they can activate to help meet legal and regulatory requirements, internal policies, and industry standards and regulations. The Box platform enables a broad range of high-value business use cases and integrates with more than 1,500 leading business applications. With hundreds of file formats and media types supported, Box is compatible with multiple application environments, operating systems, and devices – ensuring that workers can securely access their critical business content whenever and wherever they need it.

Current wording

With our Software-as-a-Service (SaaS) platform, customers can work with their content as they need – from secure external collaboration and workspaces to e-signature processes and content workflows – improving employee productivity and accelerating business processes. IT teams can establish a space for compliant content management, and developers can easily create customized portals for white-labeled content collaboration. Administrators have a wide range of security, data protection, and compliance features they can activate to help meet legal and regulatory requirements, internal policies, and industry standards. The Box platform enables a broad range of high-value business use cases and integrates with more than 1,500 leading business applications. With hundreds of file formats and media types supported, Box is compatible with multiple application environments, operating systems, and devices – ensuring that workers can securely access their critical business content whenever and wherever they need it.

Previous wording

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users and functionality deployed. The majority of our customers subscribe to our service through one-year contracts, although we also offer our services for terms ranging from one month to three years or more. We typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments. We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription services ratably over the term of the contract.

Current wording

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users and functionality deployed. The duration of our contracts with customers varies, and we typically invoice our customers at the beginning of the term, in annual, multi-year, quarterly or monthly installments. We recognize revenue as we satisfy our performance obligations. Accordingly, due to our subscription model, we recognize revenue for our subscription services ratably over the term of the contract.

Previous wording

For the three months ended October 31, 2024 and 2023, our revenue was $275.9 million and $261.5 million, respectively, representing year-over-year growth of 5%, or 6% growth on a constant currency basis. As of October 31, 2024, our remaining performance obligations were $1.282 billion, representing a 13% increase from our remaining performance obligations of $1.131 billion as of October 31, 2023, or 14% growth on a constant currency basis. For the three months ended October 31, 2024, our gross profit was $220.4 million and our gross margin was 79.9%, compared to our gross profit of $192.3 million and our gross margin of 73.5% for the three months ended October 31, 2023. For the three months ended October 31, 2024, our operating income was $23.4 million and our operating margin was 8.5%, compared to our operating income of $11.4 million and our operating margin of 4.4% for the three months ended October 31, 2023. For the three months ended October 31, 2024, our net cash provided by operating activities was $62.6 million, a decrease of 13% from our net cash provided by operating activities of $71.8 million for the three months ended October 31, 2023. For the three months ended October 31, 2024, our non-GAAP free cash flow was $57.4 million, a decrease of 2% from our non-GAAP free cash flow of $58.3 million for the three months ended October 31, 2023.

Current wording

For the three months ended April 30, 2025 and 2024, our revenue was $276.3 million and $264.7 million, respectively, representing year-over-year growth of 4%, or 5% growth on a constant currency basis. As of April 30, 2025, our remaining performance obligations were $1.469 billion, representing a 21% increase from our remaining performance obligations of $1.212 billion as of April 30, 2024, or 17% growth on a constant currency basis. For the three months ended April 30, 2025, our gross profit was $215.6 million and our gross margin was 78.0%, compared to our gross profit of $206.4 million and our gross margin of 78.0% for the three months ended April 30, 2024. For the three months ended April 30, 2025, our operating income was $6.3 million and our operating margin was 2.3%, compared to our operating income of $18.0 million and our operating margin of 6.8% for the three months ended April 30, 2024. For the three months ended April 30, 2025, our net cash provided by operating activities was $127.1 million, compared to our net cash provided by operating activities of $131.2 million for the three months ended April 30, 2024. For the three months ended April 30, 2025, our non-GAAP free cash flow was $118.3 million, compared to our non-GAAP free cash flow of $123.2 million for the three months ended April 30, 2024.

Previous wording

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Economic conditions, including impacts from inflation, higher interest rates, slower growth, the stronger dollar versus foreign currencies, particularly the Japanese Yen, the ongoing Russia-Ukraine conflict and the ongoing conflict in the Middle East and other changes in economic conditions, may adversely affect our results of operations and financial performance. During the three months ended October 31, 2024, in addition to headwinds from foreign exchange rate trends, we continued to see an impact from additional customer scrutiny being placed on larger deals and lower seat expansion rates due to the challenging macroeconomic environment. As a result, we have experienced, and may continue to experience, increased customer churn and delayed sales cycles, as well as customers and prospective customers reducing budgets for services that we offer. While we believe IT budgets have tightened and some larger deals have required more scrutiny across verticals and geographies, we also believe we are well-positioned to execute through these dynamic times as Box's ICM platform enables enterprises to streamline their businesses, drive up productivity, reduce risk, and lower costs.

Current wording

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Economic conditions, including impacts from inflation, higher interest rates, tariffs, slower growth, the stronger dollar versus foreign currencies, particularly the Japanese Yen, reductions in U.S. federal spending, the ongoing Russia-Ukraine conflict and the ongoing conflict in the Middle East, and other changes in economic conditions, may adversely affect our results of operations and financial performance. During the three months ended April 30, 2025, in addition to headwinds from foreign exchange rate trends, we continued to see an impact from additional customer scrutiny being placed on larger deals and lower seat expansion rates due to the challenging macroeconomic environment. As a result, we have experienced, and may continue to experience, customer churn and delayed sales cycles, as well as customers and prospective customers reducing budgets for services that we offer. While we believe IT budgets have tightened and some larger deals have required more scrutiny across verticals and geographies, we also believe we are well-positioned to execute through these dynamic times as Box's ICM platform enables enterprises to streamline their businesses, drive up productivity, reduce risk, and lower costs.

Previous wording

RPO as of October 31, 2024 was $1.282 billion, an increase of 13% from October 31, 2023. The increase in RPO was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites. The increase in RPO was also driven by the addition of new customers and the timing of customer-driven renewals. RPO growth was partially offset by a negative impact of 30 basis points from foreign currency exchange rates.

Current wording

The increase in RPO was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites. The increase in RPO was also driven by the addition of new customers and the timing of customer-driven renewals. RPO growth was impacted by 390 basis points from favorable foreign currency exchange rates.

Previous wording

Billings for the three and nine months ended October 31, 2024 were $264.7 million and $711.6 million, respectively, representing an increase of 4% for the three months ended October 31, 2024 and an increase of 5% for the nine months ended October 31, 2024. The increase in billings was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the addition of new customers, and the timing of customer-driven renewals. Billings growth for the three and nine months ended October 31, 2024 was favorably impacted by 110 basis points and unfavorably impacted by 80 basis points, respectively, from foreign currency exchange rates.

Current wording

Billings for the three months ended April 30, 2025 were $242.3 million, an increase of 27% from the three months ended April 30, 2024. The increase in billings was primarily driven by expansion within existing customers as they broadened their deployment of our product offerings and the conversion to multi-product Suites, the addition of new customers, and the timing of customer-driven renewals. Billings growth was impacted by 1,000 basis points from favorable foreign currency exchange rates.

Previous wording

We define non-GAAP free cash flow as cash flows from operating activities less purchases of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business.

Current wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), principal payments of finance lease liabilities, capitalized internal-use software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business.

Previous wording

Non-GAAP free cash flow for the three and nine months ended October 31, 2024 was $57.4 million and $213.3 million, respectively, representing a decrease of 2% and an increase of 14% from the three and nine months ended October 31, 2023, respectively. The decrease in non-GAAP free cash flow for the three months ended October 31, 2024 was primarily driven by the decrease in cash flows from operating activities, which is described in more detail under Liquidity and Capital Resources below. The decrease was partially offset by the reduction in payments of financial lease liabilities due to our migration to the public cloud from our collocated data centers. The increase in non-GAAP free cash flow for the nine months ended October 31, 2024 was primarily driven by the reduction in payments of finance lease liabilities due to our public cloud migration.

Current wording

Non-GAAP free cash flow for the three months ended April 30, 2025 was $118.3 million, a decrease of 4% from the three months ended April 30, 2024. The decrease in non-GAAP free cash flow was primarily driven by the decrease in cash flows from operating activities, which is described in more detail under Liquidity and Capital Resources below, a decrease in proceeds from sales of property and equipment, and an increase in capitalized internal-use software costs. The decrease was partially offset by the reduction in payments of financial lease liabilities due to our migration to the public cloud from our collocated data centers.

Previous wording

Our net retention rate was 102% as of October 31, 2024 and 2023. Our net retention rate as of October 31, 2024 was primarily attributable to heightened budget scrutiny putting pressure on seat expansion within existing customers and increased partial customer churn. As our customers purchase add-on products or our bundled Enterprise Plus plan, we tend to realize significantly higher average contract values and stronger net retention rates as compared to customers who only purchase our core product. We believe our go-to-market efforts to deliver a solution selling strategy and our investments in product, customer success, and Box Consulting, including our Box Shuttle migration offering, are significant factors in our customer retention results. As we penetrate customer accounts, we expect our net retention rate to remain above 100% for the foreseeable future.

Current wording

Our net retention rate was 102% and 101% as of April 30, 2025 and 2024, respectively. Our net retention rate continues to be impacted by heightened budget scrutiny, putting pressure on seat expansion within existing customers and increased partial customer churn. As our customers purchase add-on products or our bundled plans, we tend to realize significantly higher average contract values and stronger net retention rates as compared to customers who only purchase our core product. We believe our go-to-market efforts to deliver a solution selling strategy and our investments in product, customer success, and Box Consulting, including our Box Shuttle migration offering, are significant factors in our customer retention results. As we penetrate customer accounts, we expect our net retention rate to remain above 100% for the foreseeable future.

Previous wording

Research and Development. Research and development expense consists primarily of employee compensation and related expenses, as well as allocated overhead. Our research and development efforts are focused on scaling our platform, building an ecosystem of best-of-breed applications and platforms, infrastructure, adding enterprise grade features, functionality and enhancements such as workflow automation, intelligent content management capabilities, advanced security, e-signature capability, native visual collaboration and whiteboarding, and artificial intelligence to enhance the ease of use of our cloud content management services. We capitalize certain qualifying costs to develop software for internal use incurred during the application development stage.

Current wording

Research and Development. Research and development expense consists primarily of employee compensation and related expenses, as well as allocated overhead. Our research and development efforts are focused on scaling our platform, building an ecosystem of best-of-breed applications and platforms, infrastructure, adding enterprise grade features, functionality and enhancements such as workflow automation, intelligent content management capabilities, advanced security, e-signature capability, native visual collaboration and whiteboarding, and artificial intelligence to enhance the ease of use of our intelligent content management platform. We capitalize certain qualifying costs to develop software for internal use incurred during the application development stage.

Previous wording

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists of public cloud hosting, data center and customer support costs related to providing our cloud-based services to our free users. We market and sell our cloud content management services worldwide through our direct sales organization and through indirect distribution channels such as strategic resellers. Our sales and marketing expenses are generally higher for acquiring new or expanding existing customers than for renewals of existing customer subscriptions.

Current wording

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists of public cloud hosting, data center and customer support costs related to providing our cloud-based services to our free users. We market and sell our intelligent content management services worldwide through our direct sales organization and through indirect distribution channels such as strategic resellers. Our sales and marketing expenses are generally higher for acquiring new or expanding existing customers than for renewals of existing customer subscriptions.

Previous wording

Interest and other (expense) income, net consists of interest expense, interest income, gains and losses from foreign currency transactions, and other income and expense. Interest expense consists primarily of interest charges for our line of credit and convertible senior notes, interest expense related to finance leases, and the amortization of issuance costs of our convertible senior notes. Interest income consists primarily of interest earned on our cash and cash equivalents and short-term investments. Other expense consists primarily of induced conversion expense related to our 2026 Convertible Notes. We have historically invested our cash and cash equivalents in overnight deposits, certificates of deposit, money market funds, U.S. treasury securities and non-U.S. government issued securities.

Current wording

Interest income consists primarily of interest earned on our cash and cash equivalents and short-term investments. We have historically invested our cash and cash equivalents in overnight deposits, certificates of deposit, money market funds, U.S. treasury securities and non-U.S. government issued securities.

Previous wording

Provision for income taxes consists primarily of state and foreign income taxes and, as applicable, changes in our deferred taxes, related valuation allowance positions and uncertain tax positions.

Current wording

Provision for income taxes consists primarily of U.S. and foreign income taxes.

Previous wording

Comparison of the Three and Nine Months Ended October 31, 2024 and 2023

Current wording

Comparison of the Three Months Ended April 30, 2025 and 2024

Previous wording

The $14.4 million, or 5%, increase in revenue for the three months ended October 31, 2024 was primarily driven by seat growth in existing customers, continued strong attach rates of our multi-product Suites offerings, particularly Enterprise Plus, and strong growth in Japan. For the three months ended October 31, 2024, our Suites attach rate was 83% in deals over $100,000, an increase from 79% for the three months ended October 31, 2023. The increase was partially offset by the weakening of foreign currency exchange rates, which negatively impacted our revenue growth rate by 100 basis points, and customers partially churning their deployment with Box.

Current wording

The $11.6 million, or 4%, increase in revenue for the three months ended April 30, 2025 was primarily driven by seat growth in existing customers, continued strong attach rates of our multi-product Suites offerings, which include Enterprise Plus and Enterprise Advanced, and strong growth in Japan. The increase was partially offset by the weakening of foreign currency exchange rates, which negatively impacted our revenue growth rate by 90 basis points, and customers partially churning their deployment with Box.

Previous wording

The $13.7 million, or 20%, decrease in cost of revenue for the three months ended October 31, 2024 was primarily due to decreases of $9.1 million in depreciation expense and $5.7 million in bandwidth and data center related expense due to the completion of our migration to the public cloud from our collocated data centers. Additionally, there was an increase of $2.3 million in gains related to the sale of data center assets and a decrease of $0.9 million in workforce reorganization costs, which were incurred during the three months ended October 31, 2023. This decrease was partially offset by an increase of $5.1 million in public cloud infrastructure costs driven by our migration to the public cloud from our collocated data centers. Cost of revenue as a percentage of revenue decreased 640 basis points year-over-year.

Current wording

The $2.4 million, or 4%, increase in cost of revenue for the three months ended April 30, 2025 was primarily due to a $5.2 million increase in public cloud infrastructure costs, a $2.4 million increase in amortization of internal-use software, and $0.8 million in workforce reorganization expenses recognized during the three months ended April 30, 2025. This increase was partially offset by decreases of $3.9 million in bandwidth and data center related expense due to the completion of our migration to the public cloud from our collocated data centers and $1.8 million in subscription software contract expense. Cost of revenue as a percentage of revenue remained flat year-over-year.

Previous wording

The $6.8 million, or 11%, increase for the three months ended October 31, 2024 was primarily due to increases of $6.3 million and $3.3 million in employee related costs and stock-based compensation expense, respectively, driven by a 20% increase in headcount. The increased employee headcount and related costs are driven by the growth in lower cost regions. This increase was partially offset by an increase of $3.6 million in capitalized internally developed software costs. Research and development expenses as a percentage of revenue increased 200 basis points year-over-year.

Current wording

The $9.6 million, or 15%, increase in research and development expense for the three months ended April 30, 2025 was primarily due to increases of $6.2 million and $1.7 million in employee related costs and stock-based compensation expense, respectively, driven by a 21% increase in headcount. The increased employee headcount and related costs are driven by the growth in lower cost regions. Additionally, $3.6 million in workforce reorganization expenses were recognized during the three months ended April 30, 2025 and there was an increase of $0.8 million in subscription software contract expense. This increase was partially offset by an increase of $3.4 million in capitalized internally developed software costs. Research and development expenses as a percentage of revenue increased 200 basis points year-over-year.

Previous wording

We expect our research and development expenses to increase in absolute dollars but decrease as a percentage of revenue over time as we continue to make significant improvements to our product offerings and services and increase research and development in lower cost regions.

Current wording

We expect our research and development expenses to increase in absolute dollars but decrease as a percentage of revenue over time as we continue to make significant improvements to our product offerings and services and increase headcount in lower cost regions.

Previous wording

The $7.5 million, or 9%, increase for the three months ended October 31, 2024 was primarily due to an increases of $4.0 million and $2.9 million in employee related costs and stock-based compensation expense, respectively, driven by a 5% increase in headcount. Additionally, there was an increase of $0.9 million in marketing expenses, partially offset by a decrease of $0.7 million in commission expenses. Sales and marketing expenses as a percentage of revenue increased 100 basis points year-over-year.

Current wording

The $6.4 million, or 7%, increase in sales and marketing expense for the three months ended April 30, 2025 was primarily due to $2.1 million in workforce reorganization expenses recognized during the three months ended April 30, 2025 and an increase of $1.9 million in employee related costs driven by a 3% increase in headcount. Additionally, there were increases of $0.7 million in consulting services, $0.6 million in marketing expense, $0.6 million in subscription software contract expense, and $0.6 million in office related costs. Sales and marketing expenses as a percentage of revenue increased 100 basis points year-over-year.

Previous wording

As of October 31, 2024, we had cash and cash equivalents, restricted cash, and short-term investments of $699.2 million. During the nine months ended October 31, 2024, we generated operating cash flow of $230.1 million. Since our inception, we have financed our operations primarily through equity financing, cash generated from operations and debt financing. We believe our existing cash, cash equivalents, and short-term investments, together with our credit facility, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and beyond. Our long-term capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, public cloud obligations, repayment or refinancing of our debt obligations, settlement of our convertible senior notes and convertible preferred stock, the timing and extent of spending to support development efforts, the expansion of international activities, the introduction of new and enhanced service offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Current wording

As of April 30, 2025, we had cash and cash equivalents, restricted cash, and short-term investments of $792.1 million. During the three months ended April 30, 2025, we generated operating cash flow of $127.1 million. Since our inception, we have financed our operations primarily through equity financing, cash generated from operations and debt financing. We believe our existing cash, cash equivalents, and short-term investments, together with our credit facility, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and beyond. Our long-term capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, public cloud obligations, repayment or refinancing of our debt obligations, settlement of our convertible senior notes and convertible preferred stock, the timing and extent of spending to support development efforts, the expansion of international activities, the introduction of new and enhanced service offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Previous wording

For the nine months ended October 31, 2024 and 2023, our cash flows were as follows (in thousands):

Current wording

For the three months ended April 30, 2025 and 2024, our cash flows were as follows (in thousands):

Previous wording

The primary drivers for the changes in operating assets and liabilities include a $91.2 million decrease in deferred revenue from revenue recognition, partially offset by billings, a $30.9 million increase in deferred commissions resulting from capitalization of incremental commissions paid to our sales force, a $21.7 million decrease in operating lease liabilities due to recurring lease payments, and a $10.5 million decrease in accounts payable, accrued expenses and other liabilities primarily due to payments made in the period. These cash outflows were partially offset by a $90.8 million decrease in accounts receivables primarily due to timing of our cash collections and a $18.1 million decrease in operating right-of-use assets due to amortization.

Current wording

The $4.1 million decrease in net cash provided by operating activities for the three months ended April 30, 2025 compared to the three months ended April 30, 2024 was primarily due to a $9.0 million decrease in our net income, partially offset by a $2.9 million increase in adjustments to reconcile net income to net cash provided by operating activities and $2.0 million in net cash provided from changes in operating assets and liabilities. The increase in adjustments to reconcile net income to net cash provided by operating activities was primarily related to a $3.7 million increase in stock-based compensation expense, a $3.4 million increase in unrealized losses related to our derivative instruments, a decrease of $2.8 million of gain on sales of data center assets in the prior period, and a $2.2 million increase in depreciation and amortization expense, partially offset by a $9.7 million increase in unrealized gains related to foreign currency remeasurement. The change in operating assets and liabilities was primarily due to an $18.6 million decrease in deferred revenue due to the timing of revenue recognition, a $2.7 million decrease in operating lease liabilities due to recurring lease payments, and a $1.7 million decrease in accounts payables and accruals due to payments made in the period. These were partially offset by a $15.2 million decrease in accounts receivable due to timing of our cash collections, a $2.9 million decrease in operating lease right-of-use assets due to amortization, a $2.1 million decrease in other assets, and a $0.7 million increase in deferred commissions resulting from capitalization of incremental commissions paid to our sales force.

Previous wording

Cash used in investing activities of $5.8 million for the nine months ended October 31, 2024 was primarily driven by $101.0 million in maturities and sales of short-term investments and $8.4 million in proceeds from sales of property, partially offset by $90.7 million in purchases of short-term investments, $19.0 million in capitalized internally developed software costs, $3.5 million in cash paid for an acquisition, and $1.9 million of fixed asset purchases.

Current wording

The $12.8 million decrease in net cash used in investing activities for the three months ended April 30, 2025 compared to the three months ended April 30, 2024 was primarily due to a $14.2 million decrease in purchases of short-term investments and a $3.2 million increase in maturities and sales of short-term investments, partially offset by a $2.8 million increase in capitalized internally developed software costs and a $2.7 million decrease in proceeds from sales of property and equipment.

Previous wording

In January 2021, we issued $345.0 million aggregate principal amount of 0.00% convertible senior notes due January 15, 2026. The 2026 Convertible Notes are senior unsecured obligations and do not bear regular interest. Each $1,000 principal amount of the 2026 Convertible Notes is convertible into 38.7962 shares of our Class A common stock, which is equivalent to a conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of specified events. We have made an irrevocable election to settle the principal portion of the 2026 Convertible Notes only in cash. Accordingly, upon conversion, we will pay the principal in cash and we will pay or deliver, as the case may be, the conversion premium in cash, shares of common stock or a combination of cash and shares of common stock, at our election.

Current wording

In January 2021, we issued $345.0 million aggregate principal amount of 0.00% convertible senior notes due January 15, 2026. In September 2024, using proceeds from the issuance of the 2029 Convertible Notes, we entered into separate and privately negotiated transactions with certain holders of the 2026 Convertible Notes to repurchase $140.0 million aggregate principal amount of the 2026 Convertible Notes. The 2026 Convertible Notes are senior unsecured obligations and do not bear regular interest. Each $1,000 principal amount of the 2026 Convertible Notes is convertible into 38.7962 shares of our Class A common stock, which is equivalent to a conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of specified events. We have made an irrevocable election to settle the principal portion of the 2026 Convertible Notes only in cash. Accordingly, upon conversion, we will pay the principal in cash and we will pay or deliver, as the case may be, the conversion premium in cash, shares of common stock or a combination of cash and shares of common stock, at our election.

Previous wording

In June 2023, we entered into an amended and restated secured credit agreement to provide for a $150.0 million revolving loan facility with a $45.0 million sublimit for the issuance of letters of credit. In September 2024, we paid down our $30 million debt outstanding and had no outstanding debt as of October 31, 2024. Refer to Note 6 in Part I, Item 1. Financial Statements for a detailed description of the June 2023 Facility.

Current wording

In June 2023, we entered into an amended and restated secured credit agreement and in December 2024, we entered into Amendment No. 1 to the June 2023 Facility to provide for a $75.0 million revolving loan facility with a $45.0 million sublimit for the issuance of letters of credit. As of April 30, 2025, we had no debt outstanding on the June 2023 Facility.

Previous wording

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions and on August 25, 2024, our Board of Directors authorized the repurchase of an additional $100 million shares of our Class A common stock. During the three months ended October 31, 2024, we repurchased 1.0 million shares at a weighted average price of $29.78 per share for a total amount of $29.9 million. During the nine months ended October 31, 2024, we repurchased 6.3 million shares at a weighted average price of $27.01 per share for a total amount of $169.0 million. As of October 31, 2024, $94.6 million remained authorized and available for additional repurchases.

Current wording

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions and on March 4, 2025, we announced that our Board of Directors authorized the repurchase of an additional $150 million shares of our Class A common stock. During the three months ended April 30, 2025, we repurchased 1.6 million shares at a weighted average price of $31.28 per share for a total amount of $49.6 million. As of April 30, 2025, $152.4 million remained authorized and available for additional repurchases.

Previous wording

Our principal commitments consist of (i) obligations under operating leases for office spaces, (ii) purchase obligations not recognized on the condensed consolidated balance sheet as of October 31, 2024, which relate primarily to public cloud hosting services and IT software and support services, and (iii) debt, including obligations under our June 2023 Facility, 2026 Convertible Notes, and 2029 Convertible Notes. For more information regarding our obligations for leases, purchase agreements, and debt, refer to Notes 4, 5, and 6, respectively, in Part I, Item 1. Financial Statements.

Current wording

Our principal commitments consist of (i) obligations under operating leases for office spaces, (ii) purchase obligations not recognized on the condensed consolidated balance sheet as of April 30, 2025, which relate primarily to public cloud hosting services and IT software and support services, and (iii) debt, including obligations under our June 2023 Facility and Convertible Notes. For more information regarding our obligations for leases, purchase agreements, and debt, refer to Notes 5, 6, and 7, respectively, in Part I, Item 1. Financial Statements.

Previous wording

There have been no material changes to our critical accounting estimates during the nine months ended October 31, 2024 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2024.

Current wording

There have been no material changes to our critical accounting estimates during the three months ended April 30, 2025 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2025.

Previous wording

We define non-GAAP free cash flow as cash flows from operating activities less purchases of property and equipment, principal payments of finance lease liabilities, capitalized internally developed software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify other adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening ​the​ balance sheet; but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Current wording

We define non-GAAP free cash flow as cash flows from operating activities less net capital expenditures (purchases of property and equipment less proceeds from sales of property and equipment), principal payments of finance lease liabilities, capitalized internal-use software costs, and other items that did not or are not expected to require cash settlement and that management considers to be outside of our core business. We specifically identify adjusting items in our reconciliation of GAAP to non-GAAP financial measures. We consider non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.