Zuora (ZUO) 10-Q 9 Dec 24 2025 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares shares in Millions	9 Months Ended
	Oct. 31, 2024	Nov. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2024
Document Transition Report	false
Entity File Number	001-38451
Entity Registrant Name	Zuora, Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5530976
Entity Address, Address Line One	101 Redwood Shores Parkway
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	888
Local Phone Number	976-9056
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ZUO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001423774
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		145.1
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8.6

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Current assets:
Cash and cash equivalents	$ 277,615	$ 256,065
Short-term investments	280,909	258,120
Accounts receivable, net of allowance for credit losses of $1,634 and $2,142 as of October 31, 2024 and January 31, 2024, respectively	82,414	124,602
Deferred commissions, current portion	15,995	15,870
Prepaid expenses and other current assets	25,183	23,261
Total current assets	682,116	677,918
Property and equipment, net	27,403	25,961
Operating lease right-of-use assets	20,591	22,462
Purchased intangibles, net	23,146	10,082
Deferred commissions, net of current portion	24,941	27,250
Goodwill	73,903	56,657
Other assets	4,972	3,506
Total assets	857,072	823,836
Current liabilities:
Accounts payable	761	3,161
Accrued expenses and other current liabilities	45,167	32,157
Accrued employee liabilities	29,860	37,722
Deferred revenue, current portion	177,436	199,615
Operating lease liabilities, current portion	7,030	6,760
Total current liabilities	260,254	279,415
Long-term debt	368,348	359,525
Deferred revenue, net of current portion	860	2,802
Operating lease liabilities, net of current portion	32,573	37,100
Deferred tax liabilities	4,066	3,725
Other long-term liabilities	6,781	7,582
Total liabilities	672,882	690,149
Commitments and contingencies (Note 14)
Stockholders’ equity:
Additional paid-in capital	1,067,329	964,141
Accumulated other comprehensive loss	(410)	(859)
Accumulated deficit	(882,745)	(829,610)
Total stockholders’ equity	184,190	133,687
Total liabilities and stockholders’ equity	857,072	823,836
Class A common stock
Stockholders’ equity:
Common stock	15	14
Class B common stock
Stockholders’ equity:
Common stock	$ 1	$ 1

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 1,634	$ 2,142

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Revenue:
Total revenue	$ 116,929	$ 109,849	$ 342,094	$ 320,992
Cost of revenue:
Total cost of revenue	38,337	35,028	110,690	110,155
Gross profit	78,592	74,821	231,404	210,837
Operating expenses:
Research and development	26,833	27,504	76,853	79,428
Sales and marketing	36,597	40,245	108,579	124,488
General and administrative	26,880	15,893	71,351	54,160
Total operating expenses	90,310	83,642	256,783	258,076
Loss from operations	(11,718)	(8,821)	(25,379)	(47,239)
Change in fair value of debt derivative and warrant liabilities	(20,174)	6,997	(29,115)	2,241
Interest expense	(7,045)	(5,610)	(20,781)	(14,604)
Interest and other income (expense), net	6,505	2,272	19,988	13,639
Loss before income taxes	(32,432)	(5,162)	(55,287)	(45,963)
Income tax (benefit) provision	(226)	340	(2,152)	1,396
Net loss	(32,206)	(5,502)	(53,135)	(47,359)
Comprehensive loss:
Foreign currency translation adjustment	462	(696)	386	(1,383)
Unrealized gain (loss) on available-for-sale securities	248	(18)	63	494
Comprehensive loss	$ (31,496)	$ (6,216)	$ (52,686)	$ (48,248)
Net loss per share, basic (in dollars per share)	$ (0.21)	$ (0.04)	$ (0.36)	$ (0.34)
Net loss per share, diluted (in dollars per share)	$ (0.21)	$ (0.04)	$ (0.36)	$ (0.34)
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares)	152,263	141,488	149,457	138,789
Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares)	152,263	141,488	149,457	138,789
Subscription
Revenue:
Total revenue	$ 105,253	$ 98,048	$ 308,263	$ 283,232
Cost of revenue:
Total cost of revenue	23,954	20,378	67,207	62,304
Professional services
Revenue:
Total revenue	11,676	11,801	33,831	37,760
Cost of revenue:
Total cost of revenue	$ 14,383	$ 14,650	$ 43,483	$ 47,851

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Class A common stock	Class A common stock Common Stock	Class B common stock	Class B common stock Common Stock
Beginning balance (in shares) at Jan. 31, 2023						127,384		8,121
Beginning balance at Jan. 31, 2023	$ 97,160	$ 859,482	$ (919)	$ (761,417)		$ 13		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)						220		(220)
Issuance of common stock upon exercise of stock options (in shares)								214
Issuance of common stock upon exercise of stock options	1,000	1,000
RSU and PSU releases (in shares)						6,464
Issuance of common stock under the ESPP (in shares)						911
Issuance of common stock under the ESPP	4,765	4,765
Stock-based compensation	77,973	77,973
Reclassification of warrants, net of allocated debt issuance costs, to Accrued expenses and other current liabilities	(7,073)	(7,073)
Other comprehensive income (loss)	(889)		(889)
Net loss	(47,359)			(47,359)
Ending balance (in shares) at Oct. 31, 2023						134,979		8,115
Ending balance at Oct. 31, 2023	125,577	936,147	(1,808)	(808,776)		$ 13		$ 1
Beginning balance (in shares) at Jul. 31, 2023						132,448		8,119
Beginning balance at Jul. 31, 2023	112,727	917,081	(1,094)	(803,274)		$ 13		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)						17		(17)
Issuance of common stock upon exercise of stock options (in shares)								13
Issuance of common stock upon exercise of stock options	38	38
RSU and PSU releases (in shares)						2,514
Stock-based compensation	26,101	26,101
Reclassification of warrants, net of allocated debt issuance costs, to Accrued expenses and other current liabilities	(7,073)	(7,073)
Other comprehensive income (loss)	(714)		(714)
Net loss	(5,502)			(5,502)
Ending balance (in shares) at Oct. 31, 2023						134,979		8,115
Ending balance at Oct. 31, 2023	125,577	936,147	(1,808)	(808,776)		$ 13		$ 1
Beginning balance (in shares) at Jan. 31, 2024						137,792		8,240
Beginning balance at Jan. 31, 2024	$ 133,687	964,141	(859)	(829,610)		$ 14		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)						819		(819)
Issuance of common stock upon exercise of stock options (in shares)	1,611							1,611
Issuance of common stock upon exercise of stock options	$ 3,372	3,372
RSU releases (in shares)						5,626
RSU releases	1					$ 1
Issuance of common stock under the ESPP (in shares)						840
Issuance of common stock under the ESPP	4,481	4,481
Stock-based compensation	69,102	69,102
Reclassification of debt conversion and warrant liabilities to equity	27,780	27,780
Shares withheld related to net share settlement of stock options (in shares)								(392)
Shares withheld related to net share settlement of stock options	(1,547)	(1,547)
Other comprehensive income (loss)	449		449
Net loss	(53,135)			(53,135)
Ending balance (in shares) at Oct. 31, 2024					145,100	145,077	8,600	8,640
Ending balance at Oct. 31, 2024	184,190	1,067,329	(410)	(882,745)		$ 15		$ 1
Beginning balance (in shares) at Jul. 31, 2024						143,006		8,471
Beginning balance at Jul. 31, 2024	192,047	1,043,691	(1,120)	(850,539)		$ 14		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)						59		(59)
Issuance of common stock upon exercise of stock options (in shares)								620
Issuance of common stock upon exercise of stock options	252	252
RSU releases (in shares)						2,012
RSU releases	1					$ 1
Stock-based compensation	24,933	24,933
Shares withheld related to net share settlement of stock options (in shares)								(392)
Shares withheld related to net share settlement of stock options	(1,547)	(1,547)
Other comprehensive income (loss)	710		710
Net loss	(32,206)			(32,206)
Ending balance (in shares) at Oct. 31, 2024					145,100	145,077	8,600	8,640
Ending balance at Oct. 31, 2024	$ 184,190	$ 1,067,329	$ (410)	$ (882,745)		$ 15		$ 1

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net loss	$ (53,135)	$ (47,359)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion	14,715	13,684
Stock-based compensation	69,102	77,973
Provision for credit losses	2,117	457
Amortization of deferred commissions	13,946	14,415
Reduction in carrying amount of right-of-use assets	3,470	4,876
Change in fair value of debt derivative and warrant liabilities	29,115	(2,241)
Other	(2,418)	2,630
Changes in operating assets and liabilities:
Accounts receivable	40,149	12,476
Prepaid expenses and other assets	(2,657)	878
Deferred commissions	(12,107)	(12,013)
Accounts payable	(2,529)	(634)
Accrued expenses and other liabilities	6,843	(82,904)
Accrued employee liabilities	(7,986)	509
Deferred revenue	(24,439)	(7,461)
Operating lease liabilities	(7,476)	(10,962)
Net cash provided by (used in) operating activities	66,710	(35,676)
Cash flows from investing activities:
Purchases of property and equipment	(9,252)	(6,913)
Purchases of short-term investments	(240,093)	(66,665)
Maturities of short-term investments	222,279	175,128
Cash paid for acquisition, net of cash acquired	(24,786)	(4,524)
Net cash (used in) provided by investing activities	(51,852)	97,026
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs	0	145,861
Proceeds from issuance of common stock upon exercise of stock options	3,372	1,000
Proceeds from issuance of common stock under employee stock purchase plan	4,481	4,765
Payment for taxes related to net share settlement of stock options	(1,547)	0
Net cash provided by financing activities	6,306	151,626
Effect of exchange rates on cash and cash equivalents	386	(1,383)
Net increase in cash and cash equivalents	21,550	211,593
Cash and cash equivalents, beginning of period	256,065	203,239
Cash and cash equivalents, end of period	277,615	414,832
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases accrued or in accounts payable	$ 1	$ 68

Overview and Basis of Presentat

Overview and Basis of Presentation	9 Months Ended
	Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview and Basis of Presentation	Note 1. Overview and Basis of Presentation Description of Business Zuora, Inc. was incorporated in the state of Delaware in 2006 and began operations in 2007. Zuora’s fiscal year ends on January 31. Zuora is headquartered in Redwood City, California. Zuora provides a leading monetization suite for a modern business, built to help companies launch and scale new services and operate dynamic, customer-centric business models, including subscription and usage-based models. Our technology solutions enable companies across multiple industries and geographies to build, run, and grow a modern business, automating the quote-to-revenue process, including offers, billing, collections, and revenue recognition. With Zuora’s solutions, businesses can change and evolve how they go to market through a mix of monetization models, efficiently comply with revenue recognition standards, analyze customer data to optimize their offerings, and build recurring relationships with their customers. On September 2, 2022, Zuora acquired Zephr Inc Limited (Zephr), a leading subscription experience platform used by global digital publishing and media companies. Additional information regarding the Zephr acquisition is contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the SEC on March 26, 2024 (Annual Report on Form 10-K). On May 9, 2024, Zuora acquired Togai Inc. and its subsidiary (Togai), a privately held metering and rating solution company. On August 16, 2024, Zuora acquired Zeddit Limited (Sub(x)), an AI solution for digital publishing and media companies. We have included the financial results of Togai and Sub(x) in our condensed consolidated financial statements from the date of acquisition. Refer to Note 19. Acquisitions for further information. References to “Zuora”, “us”, “our”, or “we” in these notes refer to Zuora, Inc. and its subsidiaries on a consolidated basis. Proposed Merger On October 17, 2024, Zuora entered into an Agreement and Plan of Merger (the Merger Agreement) with Zodiac Purchaser, L.L.C., a Delaware limited liability company (Parent), and Zodiac Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), that, among other things and subject to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into Zuora (the Proposed Merger), with Zuora continuing as the surviving corporation in the Proposed Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with Silver Lake Group, L.L.C. (Silver Lake Group). The transaction includes a significant minority investment from an affiliate of GIC Pte. Ltd. Under the terms of the Merger Agreement, at the effective time of the Proposed Merger (the Effective Time), each issued and outstanding share of Class A common stock of Zuora, par value $0.0001 per share (the Class A Common Stock) and Class B common stock of Zuora, par value $0.0001 per share (the Class B Common Stock and together with the Class A Common Stock, the Common Stock), other than each share of Common Stock held in the treasury of Zuora, each Rollover Share (as defined below) and any shares of Common Stock owned by Parent or Merger Sub, as of immediately prior to the Effective Time, will be canceled and extinguished and automatically be converted into the right to receive cash in an amount equal to $10.00 per share, without interest thereon and subject to any applicable withholding taxes (the Per Share Price). If the Proposed Merger is consummated, the Class A Common Stock will no longer be publicly traded and will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended (Exchange Act). The Merger Agreement contains customary representations, warranties, and covenants. The completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (a) the approval of the proposal to adopt the Merger Agreement by the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares (A) of capital stock of Zuora entitled to vote thereon, voting as a single class, and (B) of capital stock held by the unaffiliated Company stockholders entitled to vote thereon, voting as a single class, and (ii) the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, each voting separately as a class (collectively, the Company Stockholder Approval), (b) the absence of any order or other action that is in effect by a governmental authority having jurisdiction over any party to the Merger Agreement or in respect of the transactions contemplated thereby restraining, enjoining or otherwise prohibiting the consummation of the Proposed Merger or applicable law that is in effect that makes consummation of the Proposed Merger illegal or otherwise prohibited and (c) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of consents required under certain antitrust or foreign investment laws or the expiration or termination of any applicable waiting period thereunder. The obligation of each party to consummate the Proposed Merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement, and the obligation of Parent to consummate the Proposed Merger is additionally conditioned on (x) no material adverse effect on Zuora having occurred since the execution of the Merger Agreement, (y) Zuora and its subsidiaries collectively having at least $400.0 million in cash and cash equivalents and (z) the rollover of the Rollover Shares having occurred in accordance with the Support and Rollover Agreement (as defined below). The consummation of the Proposed Merger is not subject to any financing condition. The Merger Agreement contains termination rights for each of Zuora and Parent, including, among others, (a) if the consummation of the Proposed Merger does not occur on or before July 17, 2025 (subject to an automatic extension until October 17, 2025 under specified circumstances), (b) if any order prohibiting the Proposed Merger has become final and non-appealable, (c) if the Company Stockholder Approval is not obtained following the meeting of Zuora’s stockholders for purposes of obtaining such Company Stockholder Approval, and (d) subject to certain conditions, (i) by Parent, if our Board of Directors, acting upon the recommendation of that certain special committee established by our Board of Directors on March 15, 2024 comprised solely of independent and disinterested members of our Board of Directors (the Special Committee), changes its recommendation in favor of the Proposed Merger or (ii) by Zuora, prior to the receipt of the Company Stockholder Approval, if Zuora wishes to terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal (as defined by the Merger Agreement). Zuora and Parent may also terminate the Merger Agreement by mutual written consent. Zuora agreed to pay Parent a termination fee of $50.5 million in cash on termination of the Merger Agreement under specified circumstances (the Zuora Termination Fee). If the Merger Agreement is terminated as a result of Company Stockholder Approval not being obtained at the stockholder meeting, Zuora would be required to reimburse Parent for certain fees and expenses, subject to a cap of $5.0 million. Parent agreed to pay Zuora a termination fee of $101.1 million in cash on termination of the Merger Agreement under specified circumstances. If the Merger Agreement is terminated under certain circumstances, including in connection with a failure to obtain certain specified regulatory approvals, Parent would be required to pay Zuora a regulatory termination fee of $25.3 million. In connection with the execution of the Merger Agreement, on October 17, 2024, Tien Tzuo and certain of his affiliates (collectively, the CEO Rollover Stockholders) have entered into a voting, support and rollover agreement (the Support and Rollover Agreement) with Parent, Zuora and the other parties thereto. Under the Support and Rollover Agreement, the CEO Rollover Stockholders have agreed to vote all of their respective shares of Zuora Common Stock in favor of the adoption of the Merger Agreement and certain other matters, subject to certain terms and conditions contained therein. In addition, under the Support and Rollover Agreement, immediately prior to the Effective Time, the CEO Rollover Stockholders will contribute to a direct or indirect parent company of Parent shares of Common Stock with an aggregate value (based on the Per Share Price) equal to $70.0 million in exchange for equity interests in such a direct or indirect parent company of Parent (such shares, the Rollover Shares). As a result of the Proposed Merger, the Rollover Shares contributed to such parent company of Parent by the CEO Rollover Stockholders will be canceled and extinguished without any conversion thereof or consideration paid therefor. In connection with the Proposed Merger, Mr. Tzuo also entered into a term sheet with Parent pursuant to which, among other things, following completion of the Proposed Merger, Mr. Tzuo's existing offer letter and severance agreement will remain in effect on their current terms, provided that Mr. Tzuo's base salary and target bonus will each be increased to $750,000 and Mr. Tzuo's severance payments will be equal to two years' base salary. Following completion of the Proposed Merger, Mr. Tzuo will receive a grant of new appreciation-only equity awards in a parent entity of the surviving corporation. Pursuant to the Merger Agreement, immediately prior to the closing of the Proposed Merger, we will purchase from Silver Lake (as defined below) a portion of our convertible senior unsecured notes due in 2029 (the 2029 Notes) in an amount to be specified by Parent, for cash at the Fundamental Change Repurchase Price (as such term is defined in the indenture governing the 2029 Notes (the Convertible Notes Indenture), and which is equal to the principal amount of the 2029 Notes to be repurchased plus all remaining scheduled interest on such 2029 Notes (accruing at the 5.50% per annum paid-in-kind interest rate) through maturity as if such 2029 Notes remained outstanding through maturity for the purposes of this calculation); provided that the aggregate amount of cash to be paid by us to repurchase such portion of the 2029 Notes shall not exceed $130.0 million. All other outstanding 2029 Notes held by Silver Lake that are not so purchased shall be contributed directly or indirectly to Parent or another affiliate thereof and following such contribution, the holders of the 2029 Notes shall no longer be entitled or permitted to exercise the Fundamental Change Repurchase Right (as such term is defined in the Convertible Notes Indenture) under the Convertible Notes Indenture, nor to trigger or exercise the Conversion Obligation (as such term is defined in the Convertible Notes Indenture) under the Convertible Notes Indenture, in each case, in respect of the Convertible Notes so contributed. With respect to the Warrants (as defined below) that were issued in connection with the issuance of the 2029 Notes, because the Per Share Price is less than the exercise price of the Warrants, no payments will be made in respect of the Warrants to holders thereof in the Proposed Merger, and the Warrants will be canceled. The foregoing description of the Merger Agreement, the Support and Rollover Agreement, and Mr. Tzuo's offer letter and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Support and Rollover Agreement, which are attached as Exhibit 2.1 and Exhibit 10.1, respectively, of Zuora’s Current Report on Form 8-K filed on October 18, 2024 and incorporated by reference herein. Pursuant to the rules adopted by the SEC, Zuora prepared and filed with the SEC on November 25, 2024 a Preliminary Proxy Statement on Schedule 14A (the Proxy Statement), containing more information about the Merger Agreement and the Proposed Merger. Once Zuora's definitive proxy statement on Schedule 14A is filed with the SEC, Zuora will set the date for the special meeting of stockholders as well as the record date, stockholders will vote on, among other things, a proposal to approve and adopt the Merger Agreement. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated balance sheet as of January 31, 2024 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of comprehensive loss, statements of cash flows and statements of stockholders' equity for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2025 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of certain stock-based awards, our convertible senior notes and warrants and short-term investments; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived assets; and the valuation of deferred income tax assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Recent Accounting Pronouncements	9 Months Ended
	Oct. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Recent Accounting Pronouncements	Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Our significant accounting policies are discussed in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Investments

Investments	9 Months Ended
	Oct. 31, 2024
Investments, Debt and Equity Securities [Abstract]
Investments	Note 3. Investments The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): October 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 64,619 $ 62 $ (5) $ 64,676 Agency bonds 12,731 10 (17) 12,724 Corporate bonds 203,340 238 (69) 203,509 Total short-term investments $ 280,690 $ 310 $ (91) $ 280,909 January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 98,206 $ 50 $ (7) $ 98,249 Agency bonds 26,168 38 — 26,206 Corporate bonds 103,599 83 (3) 103,679 Commercial paper 29,991 — (5) 29,986 Total short-term investments $ 257,964 $ 171 $ (15) $ 258,120 There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive loss into investment income during the three and nine months ended October 31, 2024 and 2023. We had no significant unrealized losses on our available-for-sale securities as of October 31, 2024 and January 31, 2024, and we do not expect material credit losses on our current investments in future periods. All securities had stated effective maturities of less than two years as of October 31, 2024.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Oct. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 4. Fair Value Measurements The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level input Input definition Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis (in thousands): October 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 219,827 $ — $ — $ 219,827 Corporate notes and bonds 9,939 — — 9,939 Total cash equivalents $ 229,766 $ — $ — $ 229,766 Short-term investments: U.S. government securities $ — $ 64,676 $ — $ 64,676 Agency bonds — 12,724 — 12,724 Corporate bonds — 203,509 — 203,509 Total short-term investments $ — $ 280,909 $ — $ 280,909 Liabilities: Debt redemption liability 1 $ — $ — $ 20,174 $ 20,174 Total liabilities $ — $ — $ 20,174 $ 20,174 January 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 207,632 $ — $ — $ 207,632 Corporate bonds 3,497 — — 3,497 Total cash equivalents $ 211,129 $ — $ — $ 211,129 Short-term investments: U.S. government securities $ — $ 98,249 $ — $ 98,249 Agency bonds — 26,206 — 26,206 Corporate bonds — 103,679 — 103,679 Commercial paper — 29,986 — 29,986 Total short-term investments $ — $ 258,120 $ — $ 258,120 Liabilities: Warrant liability 2 $ — $ — $ 11,992 $ 11,992 Debt conversion liability 1,2 — — 6,848 6,848 Total liabilities $ — $ — $ 18,840 $ 18,840 _____________________________ (1) The debt redemption liability and debt conversion liability are debt derivative liabilities. For more information, see Note 9. Debt . (2) As of June 27, 2024, we no longer account for the Silver Lake (as defined below) debt conversion or warrants as liabilities since we received stockholder approval on that date to issue the maximum number of shares of Class A Common Stock upon conversion of the notes and exercise of the warrants. As a result, we are no longer required to pay cash in lieu of issuing shares of Class A Common Stock in excess of the limitations under the New York Stock Exchange rules that applied prior to obtaining this stockholder approval. For more information, see Note 9. Debt . Changes in our Level 3 fair value measurements were as follows (in thousands): Debt Redemption Liability Balance, January 31, 2024 $ — Change in fair value 20,174 Balance, October 31, 2024 $ 20,174 Warrant Liability Balance, January 31, 2024 $ 11,992 Change in fair value through June 27, 2024 9,369 Reclassification of warrant liability to equity (21,361) Balance, October 31, 2024 $ — Debt Conversion Liability Balance, January 31, 2024 $ 6,848 Change in fair value through June 27, 2024 (428) Reclassification of debt conversion liability to equity (6,420) Balance, October 31, 2024 $ — Additional information about the debt derivative liabilities (debt redemption liability and debt conversion liability), including the fair value inputs, is included in Note 9. Debt . Additional information about the Warrant liability, including the fair value inputs, is included in Note 10. Warrants to Purchase Shares of Common Stock . As of October 31, 2024, the net carrying amount of the 2029 Notes, defined in Note 9. Debt , was $368.3 million and the estimated fair value was $314.8 million. The fair value of the 2029 Notes is classified as a Level 3 measurement.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Oct. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): October 31, 2024 January 31, 2024 Prepaid software subscriptions $ 7,321 $ 6,582 Taxes 5,722 4,348 Contract assets 3,243 1,380 Interest receivable 2,156 1,377 Prepaid insurance 997 2,305 Deposits 936 699 Prepaid hosting costs 693 1,157 Other 4,115 5,413 Total $ 25,183 $ 23,261

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Oct. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Note 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): October 31, 2024 January 31, 2024 Internal-use software $ 44,157 $ 35,883 Leasehold improvements 13,681 14,013 Computer equipment 11,139 11,125 Furniture and fixtures 3,148 4,276 Purchased software 1,342 1,333 73,467 66,630 Less: accumulated depreciation and amortization (46,064) (40,669) Total $ 27,403 $ 25,961 The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in General and administrative and Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Total depreciation and amortization expense $ 2,804 $ 2,192 $ 7,738 $ 7,174

Purchased Intangible Assets and

Purchased Intangible Assets and Goodwill	9 Months Ended
	Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Purchased Intangible Assets and Goodwill	Note 7. Purchased Intangible Assets and Goodwill The following tables summarize the purchased intangible asset balances (in thousands): October 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 33,003 $ (11,773) $ 21,230 Customer relationships 5,940 (4,256) 1,684 Trade name 1,719 (1,487) 232 Total $ 40,662 $ (17,516) $ 23,146 January 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,997 $ (9,782) $ 8,215 Customer relationships 5,187 (3,786) 1,401 Trade name 1,709 (1,243) 466 Total $ 24,893 $ (14,811) $ 10,082 Purchased intangible assets are being amortized to Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss on a straight-line basis over their estimated useful lives ranging from three Three Months Ended Nine Months Ended 2024 2023 2024 2023 Purchased intangible assets amortization expense $ 1,163 $ 607 $ 2,705 $ 2,083 Estimated future amortization expense for purchased intangible assets as of October 31, 2024 was as follows (in thousands): Fiscal year ending: 2025 (remainder of the year) $ 1,206 2026 4,361 2027 4,048 2028 3,696 2029 3,220 Thereafter 6,615 Total estimated amortization expense $ 23,146 The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2024 $ 56,657 Addition from acquisition 16,532 Effects of foreign currency translation 745 Other (31) Balance, October 31, 2024 $ 73,903

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Oct. 31, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2024 January 31, 2024 Debt redemption liability $ 20,174 $ — Accrued outside services and consulting 12,098 1,499 Accrued hosting and third-party licenses 3,024 2,707 Accrued taxes 1,996 4,147 Accrued interest 1,344 1,344 Warrant liability — 11,992 Debt conversion liability — 6,848 Other accrued expenses 6,531 3,620 Total $ 45,167 $ 32,157

Debt

Debt	9 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
Debt	Note 9. Debt 2029 Notes On March 24, 2022 (Initial Closing Date), we issued the initial 2029 Notes (Initial Notes) in the aggregate principal amount of $250.0 million pursuant to an agreement with certain entities affiliated with Silver Lake Alpine II, L.P. (Silver Lake). On September 22, 2023 (Subsequent Closing Date), we issued additional 2029 Notes in the aggregate principal amount of $150.0 million (Additional Notes) under the agreement with Silver Lake. The 2029 Notes represent senior unsecured obligations of Zuora. As a condition of the agreement with Silver Lake, we also issued warrants to Silver Lake to acquire up to 7.5 million shares of Class A Common Stock (Warrants). Refer to Note 10. Warrants to Purchase Shares of Common Stock for more information. The purchase price of the 2029 Notes was 98% of the par value. The 2029 Notes bear interest at a rate of 3.95% per annum, payable quarterly in cash, provided that we have the option to pay interest in kind at 5.50% per annum. The 2029 Notes will mature on March 31, 2029, subject to earlier conversion or repurchase. The 2029 Notes are convertible at Silver Lake’s option into shares of our Class A Common Stock at an initial conversion rate of 50.0 shares per $1,000 principal amount ($20.00 per share, representing 20.0 million shares of Class A Common Stock), subject to customary anti-dilution adjustments. Any 2029 Notes that are converted in connection with a "Make-Whole Fundamental Change" are subject to an increase in the conversion rate under certain circumstances. The term "Make-Whole Fundamental Change" is defined in the Convertible Notes Indenture, and generally refers to a "Fundamental Change" including a change in control of Zuora that meets certain specifications or the termination of trading of Zuora's stock on the New York Stock Exchange (or the NASDAQ Global Select Market or the NASDAQ Global Market, or any of their respective successors), in each case subject to certain exceptions and exclusions described in the Convertible Notes Indenture. On the Initial Closing Date, we concluded that the conversion option contained in the 2029 Notes qualified for a scope exception from derivative accounting and therefore was not bifurcated and accounted for separately from the Initial Notes. On the Subsequent Closing Date, we reassessed the classification of the conversion option and concluded that a portion of the conversion option no longer qualified for equity classification under ASC 815-40 as a result of the issuance of the Additional Notes, unless we either (i) obtained stockholder approval prior to issuing 20% or more of our outstanding common stock or voting power or (ii) paid cash in lieu of delivering any shares at or above such 20% threshold. At our 2024 Annual Meeting of Stockholders on June 27, 2024 (Stockholder Approval Date), our stockholders approved the issuance of the maximum number of shares Class A Common Stock upon conversion of the 2029 Notes and Warrants. As a result, there is no longer a potential requirement to pay cash in lieu of delivering any shares at or above the 20% threshold. On the Stockholder Approval Date, we reassessed the classification of the portion of the conversion option that was bifurcated and accounted for separately from the 2029 Notes as of the Subsequent Closing Date and concluded that the previously separated portion of the conversion option again qualified for a scope exception from derivative accounting as of the Stockholder Approval Date. Accordingly, we reclassified the previously separated portion of the conversion feature valued at $6.4 million as of the Stockholder Approval Date to equity. With certain exceptions, upon a "Fundamental Change" of Zuora (as defined in the Convertible Notes Indenture), the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the 2029 Notes (Fundamental Change Repurchase Obligation) at a purchase price equal to the principal amount and accrued but unpaid interest outstanding, plus the total sum of all remaining scheduled interest payments through the remainder of the term of the 2029 Notes, at the 5.50% per annum paid-in-kind interest rate (Fundamental Change Repurchase Price). On the Initial Closing Date and Subsequent Closing Date, we concluded that the Fundamental Change Repurchase Obligation feature contained in the 2029 Notes met the definition of a derivative and required bifurcation from the 2029 Notes. However, this feature was determined to have de minimis value as of the Initial Closing Date, Subsequent Closing Date, and at the end of each reporting period through July 31, 2024 due to management’s estimates of the likelihood of certain events. Any time on or after March 24, 2027, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the 2029 Notes at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. Upon certain events of default, the 2029 Notes may be declared due and payable (or will automatically become so under certain events of default), at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. We have no right to redeem the 2029 Notes at our option prior to maturity. As a result of the Proposed Merger we agreed to repurchase a portion of the 2029 Notes at the Fundamental Change Repurchase Price immediately prior to the closing of the Proposed Merger for a repurchase price not to exceed $130.0 million in the aggregate. We determined that this repurchase feature now has value and therefore recorded it as a debt derivative liability, referred to more specifically as the debt redemption liability, at fair value as of October 31, 2024. The debt redemption liability has a fair value of $20.2 million and is included in Accrued expenses and other current liabilities on the accompanying unaudited condensed consolidated balance sheet as of October 31, 2024. For further information on our derivative financial instruments policy, refer t o Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements in our Annual Report on Form 10-K. Deferred loan costs are being amortized to interest expense using the effective interest rate method over the five year expected life of the 2029 Notes (representing the period from the contract date to the earliest noncontingent put date of March 24, 2027), reflecting an effective interest rate of 7.6%. The carrying value of the 2029 Notes was classified as long-term and consisted of the following (in thousands): October 31, 2024 January 31, 2024 2029 Notes principal $ 400,000 $ 400,000 Unamortized deferred loan costs (31,652) (40,475) Carrying value $ 368,348 $ 359,525 Interest expense related to the 2029 Notes, included in Interest expense in the accompanying unaudited condensed consolidated statements of comprehensive loss, was as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Contractual interest expense $ 3,950 $ 3,111 $ 11,850 $ 8,049 Amortization of deferred loan costs 3,047 2,443 8,822 6,441 Total interest expense $ 6,997 $ 5,554 $ 20,672 $ 14,490 To determine the valuation of the debt conversion liability as of the Stockholder Approval Date and as of January 31, 2024, we used a binomial lattice model to value the bifurcated derivatives contained in the 2029 Notes. To determine the valuation of the debt redemption liability as of October 31, 2024, we used a combination of a binomial lattice model and a discounted cash flow model to value the bifurcated derivatives contained in the 2029 Notes. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together, and fair-valued as a single, compound embedded derivative. We selected a combination of a binomial lattice model and a discounted cash flow model to value the compound embedded derivative because we believe this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the 2029 Notes. Such assumptions include, among other inputs, stock price volatility, risk-free rates, credit risk assumptions, early redemption and conversion assumptions and scenario weightings, and the potential for future adjustment of the conversion rate due to triggering events. The discounted cash flow model was introduced during the quarter ended October 31, 2024 for the anticipated repurchase of a portion of the 2029 Notes at the Fundamental Change Repurchase Price immediately prior to the closing of the Proposed Merger described in Note 1. Overview and Basis of Presentation . The debt conversion liability's fair value was measured using the following key inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Conversion price $ 20.00 $ 20.00 Expected volatility 50.0 % 47.5 % Risk-free interest rate 4.9 % 3.8 % Corporate bond yield 17.9 % 19.2 % Coupon interest rate 3.95 % 3.95 % _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the debt conversion liability was reclassified to equity. The debt redemption liability's fair value was measured using the following key inputs: October 31, 2024 Fair value of common stock $ 9.90 Conversion price $ 20.00 Expected volatility 50.0 % Risk-free interest rate 4.5 % Corporate bond yield 15.1 % Coupon interest rate 3.95 % We recognized gains and losses on the revaluation of the debt derivative liabilities, summarized in the table below (in thousands), which are included in Change in fair value of debt derivative and warrant liabilities in the accompanying unaudited condensed consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the debt derivative liabilities. Three Months Ended Nine Months Ended 2024 2023 2024 2023 (Loss) gain on change in fair value of debt derivative liabilities $ (20,174) $ 287 $ (19,746) $ 287 Debt Agreement We have a $30.0 million secured revolving credit facility under an agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust. This credit facility matures in October 2025. The interest rate under the credit facility is equal to the prime rate published by the Wall Street Journal minus 1.0%. We have not drawn down any amounts under the facility as of October 31, 2024.

Warrants to Purchase Shares of

Warrants to Purchase Shares of Common Stock	9 Months Ended
	Oct. 31, 2024
Other Liabilities Disclosure [Abstract]
Warrants to Purchase Shares of Common Stock	Note 10. Warrants to Purchase Shares of Common Stock In connection with the issuance of the 2029 Notes (discussed Note 9. Debt ), we issued to Silver Lake Warrants to acquire up to 7.5 million shares of Class A Common Stock, exercisable for a period of approximately seven years from the Initial Closing Date, which are comprised of (i) Warrants to purchase up to 2.5 million shares of Class A Common Stock, exercisable at $20.00 per share, (ii) Warrants to purchase up to 2.5 million shares of Class A Common Stock, exercisable at $22.00 per share, and (iii) Warrants to purchase up to 2.5 million shares of Class A Common Stock, exercisable at $24.00 per share. In addition, Silver Lake can elect to exercise the Warrants on a net-exercise basis. In the event of a "Make-Whole Fundamental Change" (as defined in the Form of Warrant, which has a similar definition as in the Convertible Notes Indenture, described above in Note 9. Debt ), the number of shares issuable by Zuora upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted. Immediately prior to the Effective Time, each Warrant that is outstanding and unexercised immediately prior to the Effective Time will cease to represent a warrant exercisable for shares of our Common Stock, and the holder thereof will have the right to receive, upon exercise of the Warrant, the same amount of cash as it would have been entitled to receive pursuant to the terms of the applicable Warrant Agreement (as defined in the Proxy Statement) if such holder had, immediately after the Effective Time, exercised such Warrant for cash. Because the Per Share Price is less than the exercise price of the Warrants, no payments will be made in respect of the Warrants to holders thereof in the Proposed Merger, and the Warrants will be canceled. As of October 31, 2024, all 7.5 million Warrants were outstanding. On the Initial Closing Date, we classified a portion of the Warrants as a current liability due to certain settlement provisions in the Warrants. Under certain make-whole fundamental change scenarios, we would be required to, at our option, either (i) obtain shareholder approval prior to issuing 20% or more of our outstanding common stock or (ii) pay cash in lieu of delivering any shares at or above such 20% threshold. As a result, we concluded that approximately 2.8 million Warrants valued at $12.0 million as of the Initial Closing Date did not qualify for equity classification under ASC 815-40, pursuant to our sequencing policy. As a result of the issuance of the Additional Notes, we reassessed the classification of the Warrants and concluded that no Warrants qualified for equity classification under ASC 815-40. Accordingly, we reclassified 4.7 million Warrants valued at $7.7 million from equity to liability as of the Subsequent Closing Date. On the Stockholder Approval Date, our stockholders approved the issuance of the maximum number of shares of Class A Common Stock upon exercise of the Warrants and therefore there is no longer a potential requirement to pay cash in lieu of delivering any shares at or above the 20% threshold. On the Stockholder Approval Date, we reassessed the classification of the Warrants and concluded that all Warrants fully qualified for a scope exception from derivative accounting as of the Stockholder Approval Date. Accordingly, we reclassified the Warrants valued at $21.4 million as of the Stockholder Approval Date to equity. We will reassess the classification of the Warrant liability in future reporting periods to determine if any change is required. The liability-classified warrants' fair value was measured using a combination of Black-Scholes option pricing and Monte Carlo Simulation models that take into consideration probability factors of the various outcomes related to the exercise terms of the warrants using the following inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Exercise price $20.00 - $24.00 $20.00 - $24.00 Expected volatility 2 55.0 % 41.8 % Expected term (in years) 4.4 5.2 Risk-free interest rate 4.2 % 3.9 % Expected dividend yield — — _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the warrant liability was reclassified to equity. (2) During the quarter ended April 30, 2024, we changed our approach for estimating our stock price volatility to use only Zuora's historical stock price trading data. Zuora now has sufficient historical trading data to fair value its financial instruments and we believe it better reflects the expected future trading volatility of the Company's outstanding common stock. In previous periods, we used an average volatility based on historical trading data of Zuora and a group of similar publicly traded companies. We recognized losses on the revaluation of the liability-classified Warrants, summarized in the table below (in thousands), which are included in Change in fair value of debt derivative and warrant liabilities in the accompanying unaudited condensed consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the liability-classified Warrants. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Gain (loss) on change in fair value of warrant liability N/A $ 6,710 $ (9,369) $ 1,954

Deferred Revenue and Performanc

Deferred Revenue and Performance Obligations	9 Months Ended
	Oct. 31, 2024
Revenue from Contract with Customer [Abstract]
Deferred Revenue and Performance Obligations	Note 11. Deferred Revenue and Performance Obligations The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenue recognized from deferred revenue $ 89,656 $ 80,407 $ 178,041 $ 153,729 As of October 31, 2024, total remaining non-cancellable performance obligations under our subscription contracts with customers was approximately $575.1 million and we expect to recognize revenue on approximately 55% of these remaining performance obligations over the next 12 months. Remaining performance obligations under our professional services contracts as of October 31, 2024 were not material.

Geographical Information

Geographical Information	9 Months Ended
	Oct. 31, 2024
Revenue from Contract with Customer [Abstract]
Geographical Information	Note 12. Geographical Information Disaggregation of Revenue Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 United States $ 73,411 $ 70,312 $ 215,156 $ 205,067 Others 43,518 39,537 126,938 115,925 Total $ 116,929 $ 109,849 $ 342,094 $ 320,992 Percentage of revenue by geographic area: United States 63 % 64 % 63 % 64 % Other 37 % 36 % 37 % 36 % Other than the United States, no individual country exceeded 10% of total revenue for the three and nine months ended October 31, 2024 and 2023. Long-lived assets Long-lived assets, which consist of property and equipment, net, deferred commissions, purchased intangible assets, net and operating lease right-of-use assets by geographic location, are based on the location of the legal entity that owns the asset. As of October 31, 2024 and January 31, 2024, no individual country exceeded 10% of total long-lived assets other than the United States.

Leases

Leases	9 Months Ended
	Oct. 31, 2024
Leases [Abstract]
Leases	Note 13. Leases We have non-cancelable operating leases for our offices located in the U.S. and abroad. As of October 31, 2024, these leases expire on various dates between 2026 and 2030. Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease up to seven years. We have the right to exercise or forego the lease renewal options. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of our long-term operating leases and related operating lease cost were as follows (in thousands): October 31, 2024 January 31, 2024 Operating lease right-of-use assets $ 20,591 $ 22,462 Operating lease liabilities, current portion $ 7,030 $ 6,760 Operating lease liabilities, net of current portion 32,573 37,100 Total operating lease liabilities $ 39,603 $ 43,860 Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease cost 1 $ 1,590 $ 2,117 $ 5,581 $ 6,526 _____________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Short-term operating lease costs $ 186 $ 146 $ 1,011 $ 387 Sublease income $ (369) $ (98) $ (590) $ (293) The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2025 (remainder of the year) $ 1,752 2026 9,381 2027 8,631 2028 8,034 2029 6,881 Thereafter 10,608 Total lease payments 45,287 Less imputed interest (5,684) Present value of lease liabilities $ 39,603 Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): October 31, 2024 January 31, 2024 Weighted-average remaining operating lease term 5.2 years 5.9 years Weighted-average operating lease discount rate 5.0 % 5.1 % Three Months Ended Nine Months Ended 2024 2023 2024 2023 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 2,194 $ 3,143 $ 7,550 $ 10,671 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ — $ 427 $ 1,615 $ 7,400 As of October 31, 2024, we had $0.2 million of undiscounted future payments for an operating lease that has not yet commenced, which is excluded from the tables above and is not yet recognized in our consolidated balance sheets. This operating lease is expected to commence in the fourth quarter of the current fiscal year and has a lease term of 13 months.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Oct. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14. Commitments and Contingencies Letters of Credit In connection with the execution of certain facility leases, we had a bank issued irrevocable letter of credit for $3.0 million as of October 31, 2024, and letters of credit for $4.5 million as of January 31, 2024. No draws have been made under such letters of credit. Legal Proceedings From time to time, we may be subject to legal proceedings, as well as demands, claims and threatened litigation. The outcomes of legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. As of the date of this Quarterly Report on Form 10-Q, we are not currently party to any legal proceeding that we believe could have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation or claim be resolved unfavorably. Other Contractual Obligations

Income Taxes

Income Taxes	9 Months Ended
	Oct. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 15. Income Taxes The following table reflects our income tax provision, pretax loss and effective tax rate for the periods presented (in thousands, except percentages): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Loss before income taxes $ (32,432) $ (5,162) $ (55,287) $ (45,963) Income tax (benefit) provision (226) 340 (2,152) 1,396 Effective tax rate 0.7 % (6.6) % 3.9 % (3.0) %

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Oct. 31, 2024
Equity [Abstract]
Stockholders' Equity	Note 16. Stockholders’ Equity Preferred Stock As of October 31, 2024, Zuora had authorized 10 million shares of preferred stock, each with a par value of $0.0001 per share. As of October 31, 2024, no shares of preferred stock were issued and outstanding. Common Stock Prior to Zuora's IPO, which was effective in April 2018, all shares of common stock then outstanding were reclassified into Class B Common Stock. Shares offered and sold in the IPO consisted of newly authorized shares of Class A Common Stock. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share and ten votes per share, respectively, and the shares of Class A Common Stock and Class B Common Stock are identical, except for voting rights and the right to convert Class B Common Stock to Class A Common Stock. As of October 31, 2024, Zuora had authorized 500 million shares of Class A Common Stock and 500 million shares of Class B Common Stock, each with a par value of $0.0001 per share. As of October 31, 2024, 145.1 million shares of Class A Common Stock and 8.6 million shares of Class B Common Stock were issued and outstanding. Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain on Available-for-Sale Securities Total Balance, January 31, 2024 $ (1,015) $ 156 $ (859) Foreign currency translation adjustment 386 — 386 Unrealized gain on available-for-sale securities — 63 63 Balance, October 31, 2024 $ (629) $ 219 $ (410) There were no material reclassifications out of accumulated other comprehensive loss during the three and nine months ended October 31, 2024. Additionally, there was no material tax impact on the amounts presented.

Employee Stock Plans

Employee Stock Plans	9 Months Ended
	Oct. 31, 2024
Share-Based Payment Arrangement [Abstract]
Employee Stock Plans	Note 17. Employee Stock Plans Equity Incentive Plans Our 2018 Equity Incentive Plan (2018 Plan) authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units (RSUs), performance awards, and stock bonuses. As of October 31, 2024, approximately 28.1 million shares of Class A Common Stock were reserved and available for issuance under the 2018 Plan. In addition, as of October 31, 2024, 1.9 million stock options and RSUs exercisable or settleable for Class B Common Stock were outstanding in the aggregate under our 2006 Stock Plan (2006 Plan) and 2015 Equity Incentive Plan (2015 Plan), which plans were terminated in May 2015 and April 2018, respectively. The 2006 Plan and 2015 Plan continue to govern outstanding equity awards granted thereunder. Stock Options The following tables summarize stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term): Shares Weighted-Average Average Aggregate Balance, January 31, 2024 6,083 $ 9.21 3.6 $ 15,984 Exercised (1,611) 3.23 Forfeited (475) 13.16 Balance, October 31, 2024 3,997 11.15 4.0 7,832 Exercisable as of October 31, 2024 1,892 5.76 2.5 7,832 Vested and expected to vest as of October 31, 2024 3,995 $ 11.15 4.0 $ 7,832 Three Months Ended Nine Months Ended 2024 2023 2024 2023 Aggregate intrinsic value of options exercised during each respective period $ 3,289 $ 73 $ 9,191 $ 1,104 No stock options were granted during the three and nine months ended October 31, 2024 and 2023. RSUs The following table summarizes RSU activity and related information (in thousands, except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2024 11,686 $ 10.24 Granted 6,933 9.48 Vested (5,626) 10.71 Forfeited (1,326) 10.46 Balance, October 31, 2024 11,667 $ 9.54 Performance Stock Units (PSUs) We have granted PSUs to certain executives and other employees under our 2018 Plan as described below. In March 2022 (which were subsequently amended in fiscal 2024), July 2023 and September 2023, we granted PSUs to certain executives. These PSUs are divided into two or three tranches, each tranche having pre-established performance targets that if met, as determined quarterly by our Compensation Committee, would result in the shares attributable to such tranche being earned, subject to a service-based vesting condition. The shares attributable to unearned tranches will expire on January 31, 2025 if the applicable performance criteria for such tranches are not met. As we previously disclosed in our Form 10-Q for the three months ended April 30, 2023 filed with the SEC on June 1, 2023, we modified the performance targets associated with these PSUs that were granted in March 2022. This resulted in $9.6 million of incremental compensation expense that was being recognized over the remaining vesting periods of the awards. During the three months ended April 30, 2024, we deemed these outstanding PSUs to be improbable of vesting and we recorded an adjustment to reverse all $3.4 million of previously recognized expense in the current quarter. In April 2024, we granted 300,000 PSUs to our CEO. The PSUs are divided into two tranches, each tranche having a pre-established stock price target that if met, as determined by the Chair of our Compensation Committee, would result in the shares attributable to such tranche being earned and then subject to vesting on a graded basis over a period of four years from the grant date, subject to continued service. The shares attributable to unearned tranches will expire on April 28, 2028 if the applicable stock price targets for such tranches are not met. We used a Monte Carlo simulation to estimate the fair value of the award and the date when the stock price target date is expected to be met for each tranche of the award. We are recognizing the related stock-based compensation expense for each tranche using a graded attribution method over four years following the grant date. In April 2024 and August 2024, we granted a total of 54,000 PSUs to certain non-executive employees. The fair value of each PSU was equal to the closing price of our common stock on the date of grant. The PSUs are subject to pre-established performance targets that if met as of January 31, 2025 will be earned and subsequently vest, with up to 34,000 PSUs vesting on March 31, 2025, and the remaining 20,000 vesting in equal quarterly installments over a period of three years beginning on March 31, 2025, subject to continued service through such vesting dates, or will otherwise expire unvested. We are recognizing the related stock-based compensation expense using the straight-line attribution method over the expected vesting period of the award. The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2024 2,310 $ 14.31 Granted 354 8.10 Forfeited (120) 9.15 Balance, October 31, 2024 2,544 $ 13.69 2018 Employee Stock Purchase Plan Our 2018 Employee Stock Purchase Plan (ESPP) is broadly available to our employees in the United States and certain other countries in which we operate. A total of 5.0 million shares of Class A Common Stock were reserved and available for issuance under the ESPP as of October 31, 2024. The ESPP provides for 24-month offering periods beginning June 15 and December 15 of each year, and each offering period contains four six-month purchase periods. On each purchase date, ESPP participants will purchase shares of our Class A Common Stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A Common Stock on the offering date or (2) the fair market value of the Class A Common Stock on the purchase date. As required under the Merger Agreement, no new offering periods or purchase periods will be offered under the ESPP following the December 2024 purchase date, subject to closing of the Proposed Merger. We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Nine Months Ended October 31, 2024 Nine Months Ended October 31, 2023 Fair value of common stock $ 9.50 $ 11.55 Expected volatility 41.7% - 52.2% 37.1% - 45.7% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 5.1% - 5.5% 5.2% - 5.4% Expected dividend yield — % — % Stock-Based Compensation Expense Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of subscription revenue $ 2,331 $ 2,350 $ 6,291 $ 6,889 Cost of professional services revenue 2,598 2,747 7,359 8,997 Research and development 7,697 7,165 21,680 20,661 Sales and marketing 7,613 8,191 20,609 24,857 General and administrative 4,694 5,648 13,163 16,569 Total stock-based compensation expense $ 24,933 $ 26,101 $ 69,102 $ 77,973 As of October 31, 2024, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be recognized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 454 $ 89,060 $ 24,222 $ 887 Weighted-average remaining recognition period 0.5 years 1.7 years 0.6 years 0.5 years

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Oct. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	Note 18. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (32,206) $ (5,502) $ (53,135) $ (47,359) Denominator: Weighted-average common shares outstanding, basic and diluted 152,263 141,488 149,457 138,789 Net loss per share, basic and diluted $ (0.21) $ (0.04) $ (0.36) $ (0.34) Since we were in a net loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): October 31, 2024 2023 2029 Notes conversion 20,000 20,000 Unvested RSUs issued and outstanding 11,667 12,667 Warrants 7,500 7,500 Issued and outstanding stock options 3,997 6,588 Unvested PSUs issued and outstanding 2,544 2,560 Shares committed under ESPP 503 598 Total 46,211 49,913

Acquisitions

Acquisitions	9 Months Ended
	Oct. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisitions	Note 19. Acquisitions Sub(x) Acquisition On August 16, 2024, we acquired all outstanding shares of Sub(x), an AI solution for digital publishing and media companies, for a purchase price of $6.0 million, with approximately $5.0 million in cash paid at closing. The acquisition is intended to transform Zuora's existing paywall offering into an AI-powered paywall solution to gain deeper insights into subscriber behavior, constantly optimizing how offers are presented to maximize acquisition and retention. Togai Acquisition On May 9, 2024 (the Togai Closing Date), we closed the acquisition of Togai through Leeyo Software, Inc., a 100% owned subsidiary, pursuant to an Agreement and Plan of Merger. Effective September 17, 2024, we acquired 100% of the voting equity interest in Togai. Togai is a metering and rating solution company. Purchase Consideration The purchase consideration for the Togai acquisition was $24.3 million . Transaction costs in connection with the acquisition were not significant and were expensed as incurred. Assets and Liabilities Acquired The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Togai acquisition resulted in recorded goodwill as a result of the synergies expected to be realized and how we expect to leverage the business to create additional value for our stockholders. The goodwill is not expected to be deductible for income tax purposes. The following table summarizes the preliminary estimate of the fair value of the assets acquired and liabilities assumed as of May 9, 2024 (in thousands): Total Cash $ 1,202 Prepaid expenses and other current assets 95 Fixed Assets 29 Intangible assets: Tradename 10 Developed technology 12,700 Customer relationships 340 Goodwill 12,614 Deferred tax liability (2,663) Accounts payable and other current liabilities (14) Fair value of net assets acquired $ 24,313 We engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible assets acquired. Variations of the income approach were used to estimate the fair values. Specifically, the relief from royalty method was used to measure the trade name, the multi period excess earnings method was used to measure the developed technology, and the distributor method was used to measure the customer relationships. The following table summarizes the acquired identifiable intangible assets, Togai Closing Date estimated fair values, and estimated useful lives (dollars in thousands): Fair Value Useful Life Developed technology $ 12,700 8.0 years Customer relationships 340 4.0 years Trade name 10 1.0 year Total intangible assets acquired $ 13,050

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (32,206)	$ (5,502)	$ (53,135)	$ (47,359)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Oct. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	9 Months Ended
	Oct. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated balance sheet as of January 31, 2024 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of comprehensive loss, statements of cash flows and statements of stockholders' equity for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2025 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of certain stock-based awards, our convertible senior notes and warrants and short-term investments; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived assets; and the valuation of deferred income tax assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions.

Investments (Tables)

Investments (Tables)	9 Months Ended
	Oct. 31, 2024
Investments, Debt and Equity Securities [Abstract]
Schedule of Amortized Cost, Unrealized Gains and Losses and Estimated Fair Value of Short-Term Investments	The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): October 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 64,619 $ 62 $ (5) $ 64,676 Agency bonds 12,731 10 (17) 12,724 Corporate bonds 203,340 238 (69) 203,509 Total short-term investments $ 280,690 $ 310 $ (91) $ 280,909 January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 98,206 $ 50 $ (7) $ 98,249 Agency bonds 26,168 38 — 26,206 Corporate bonds 103,599 83 (3) 103,679 Commercial paper 29,991 — (5) 29,986 Total short-term investments $ 257,964 $ 171 $ (15) $ 258,120

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Oct. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy for Financial Assets Measured on a Recurring Basis	The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis (in thousands): October 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 219,827 $ — $ — $ 219,827 Corporate notes and bonds 9,939 — — 9,939 Total cash equivalents $ 229,766 $ — $ — $ 229,766 Short-term investments: U.S. government securities $ — $ 64,676 $ — $ 64,676 Agency bonds — 12,724 — 12,724 Corporate bonds — 203,509 — 203,509 Total short-term investments $ — $ 280,909 $ — $ 280,909 Liabilities: Debt redemption liability 1 $ — $ — $ 20,174 $ 20,174 Total liabilities $ — $ — $ 20,174 $ 20,174 January 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 207,632 $ — $ — $ 207,632 Corporate bonds 3,497 — — 3,497 Total cash equivalents $ 211,129 $ — $ — $ 211,129 Short-term investments: U.S. government securities $ — $ 98,249 $ — $ 98,249 Agency bonds — 26,206 — 26,206 Corporate bonds — 103,679 — 103,679 Commercial paper — 29,986 — 29,986 Total short-term investments $ — $ 258,120 $ — $ 258,120 Liabilities: Warrant liability 2 $ — $ — $ 11,992 $ 11,992 Debt conversion liability 1,2 — — 6,848 6,848 Total liabilities $ — $ — $ 18,840 $ 18,840 _____________________________ (1) The debt redemption liability and debt conversion liability are debt derivative liabilities. For more information, see Note 9. Debt . (2) As of June 27, 2024, we no longer account for the Silver Lake (as defined below) debt conversion or warrants as liabilities since we received stockholder approval on that date to issue the maximum number of shares of Class A Common Stock upon conversion of the notes and exercise of the warrants. As a result, we are no longer required to pay cash in lieu of issuing shares of Class A Common Stock in excess of the limitations under the New York Stock Exchange rules that applied prior to obtaining this stockholder approval. For more information, see Note 9. Debt .
Schedule of Changes in Level 3 Fair Value Measurements	Changes in our Level 3 fair value measurements were as follows (in thousands): Debt Redemption Liability Balance, January 31, 2024 $ — Change in fair value 20,174 Balance, October 31, 2024 $ 20,174 Warrant Liability Balance, January 31, 2024 $ 11,992 Change in fair value through June 27, 2024 9,369 Reclassification of warrant liability to equity (21,361) Balance, October 31, 2024 $ — Debt Conversion Liability Balance, January 31, 2024 $ 6,848 Change in fair value through June 27, 2024 (428) Reclassification of debt conversion liability to equity (6,420) Balance, October 31, 2024 $ —

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Oct. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following (in thousands): October 31, 2024 January 31, 2024 Prepaid software subscriptions $ 7,321 $ 6,582 Taxes 5,722 4,348 Contract assets 3,243 1,380 Interest receivable 2,156 1,377 Prepaid insurance 997 2,305 Deposits 936 699 Prepaid hosting costs 693 1,157 Other 4,115 5,413 Total $ 25,183 $ 23,261

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Oct. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): October 31, 2024 January 31, 2024 Internal-use software $ 44,157 $ 35,883 Leasehold improvements 13,681 14,013 Computer equipment 11,139 11,125 Furniture and fixtures 3,148 4,276 Purchased software 1,342 1,333 73,467 66,630 Less: accumulated depreciation and amortization (46,064) (40,669) Total $ 27,403 $ 25,961 The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in General and administrative and Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Total depreciation and amortization expense $ 2,804 $ 2,192 $ 7,738 $ 7,174

Purchased Intangible Assets a_2

Purchased Intangible Assets and Goodwill (Tables)	9 Months Ended
	Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Purchased Intangible Assets	The following tables summarize the purchased intangible asset balances (in thousands): October 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 33,003 $ (11,773) $ 21,230 Customer relationships 5,940 (4,256) 1,684 Trade name 1,719 (1,487) 232 Total $ 40,662 $ (17,516) $ 23,146 January 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,997 $ (9,782) $ 8,215 Customer relationships 5,187 (3,786) 1,401 Trade name 1,709 (1,243) 466 Total $ 24,893 $ (14,811) $ 10,082
Schedule of Amortization Expense Recognized on Purchased Intangible Assets	The following table summarizes amortization expense recognized on purchased intangible assets during the periods indicated (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Purchased intangible assets amortization expense $ 1,163 $ 607 $ 2,705 $ 2,083
Schedule of Estimated Future Amortization Expense	Estimated future amortization expense for purchased intangible assets as of October 31, 2024 was as follows (in thousands): Fiscal year ending: 2025 (remainder of the year) $ 1,206 2026 4,361 2027 4,048 2028 3,696 2029 3,220 Thereafter 6,615 Total estimated amortization expense $ 23,146
Schedule of Changes to Goodwill	The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2024 $ 56,657 Addition from acquisition 16,532 Effects of foreign currency translation 745 Other (31) Balance, October 31, 2024 $ 73,903

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Oct. 31, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2024 January 31, 2024 Debt redemption liability $ 20,174 $ — Accrued outside services and consulting 12,098 1,499 Accrued hosting and third-party licenses 3,024 2,707 Accrued taxes 1,996 4,147 Accrued interest 1,344 1,344 Warrant liability — 11,992 Debt conversion liability — 6,848 Other accrued expenses 6,531 3,620 Total $ 45,167 $ 32,157

Debt (Tables)

Debt (Tables)	9 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
Schedule of Carrying Value of Long-Term Debt	The carrying value of the 2029 Notes was classified as long-term and consisted of the following (in thousands): October 31, 2024 January 31, 2024 2029 Notes principal $ 400,000 $ 400,000 Unamortized deferred loan costs (31,652) (40,475) Carrying value $ 368,348 $ 359,525
Schedule of Interest Expense Related to 2029 Notes	Interest expense related to the 2029 Notes, included in Interest expense in the accompanying unaudited condensed consolidated statements of comprehensive loss, was as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Contractual interest expense $ 3,950 $ 3,111 $ 11,850 $ 8,049 Amortization of deferred loan costs 3,047 2,443 8,822 6,441 Total interest expense $ 6,997 $ 5,554 $ 20,672 $ 14,490
Schedule of Debt Conversion Liability's Fair Value	The debt conversion liability's fair value was measured using the following key inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Conversion price $ 20.00 $ 20.00 Expected volatility 50.0 % 47.5 % Risk-free interest rate 4.9 % 3.8 % Corporate bond yield 17.9 % 19.2 % Coupon interest rate 3.95 % 3.95 % _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the debt conversion liability was reclassified to equity. The debt redemption liability's fair value was measured using the following key inputs: October 31, 2024 Fair value of common stock $ 9.90 Conversion price $ 20.00 Expected volatility 50.0 % Risk-free interest rate 4.5 % Corporate bond yield 15.1 % Coupon interest rate 3.95 % The liability-classified warrants' fair value was measured using a combination of Black-Scholes option pricing and Monte Carlo Simulation models that take into consideration probability factors of the various outcomes related to the exercise terms of the warrants using the following inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Exercise price $20.00 - $24.00 $20.00 - $24.00 Expected volatility 2 55.0 % 41.8 % Expected term (in years) 4.4 5.2 Risk-free interest rate 4.2 % 3.9 % Expected dividend yield — — _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the warrant liability was reclassified to equity. (2) During the quarter ended April 30, 2024, we changed our approach for estimating our stock price volatility to use only Zuora's historical stock price trading data. Zuora now has sufficient historical trading data to fair value its financial instruments and we believe it better reflects the expected future trading volatility of the Company's outstanding common stock. In previous periods, we used an average volatility based on historical trading data of Zuora and a group of similar publicly traded companies.
Schedule of Gains on the Revaluation of Debt Conversion Liability	Three Months Ended Nine Months Ended 2024 2023 2024 2023 (Loss) gain on change in fair value of debt derivative liabilities $ (20,174) $ 287 $ (19,746) $ 287 Three Months Ended Nine Months Ended 2024 2023 2024 2023 Gain (loss) on change in fair value of warrant liability N/A $ 6,710 $ (9,369) $ 1,954

Warrants to Purchase Shares o_2

Warrants to Purchase Shares of Common Stock (Tables)	9 Months Ended
	Oct. 31, 2024
Other Liabilities Disclosure [Abstract]
Schedule of Fair Value Measured Using Combination of Black-Scholes Option and Monte Carlo Simulation Models	The debt conversion liability's fair value was measured using the following key inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Conversion price $ 20.00 $ 20.00 Expected volatility 50.0 % 47.5 % Risk-free interest rate 4.9 % 3.8 % Corporate bond yield 17.9 % 19.2 % Coupon interest rate 3.95 % 3.95 % _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the debt conversion liability was reclassified to equity. The debt redemption liability's fair value was measured using the following key inputs: October 31, 2024 Fair value of common stock $ 9.90 Conversion price $ 20.00 Expected volatility 50.0 % Risk-free interest rate 4.5 % Corporate bond yield 15.1 % Coupon interest rate 3.95 % The liability-classified warrants' fair value was measured using a combination of Black-Scholes option pricing and Monte Carlo Simulation models that take into consideration probability factors of the various outcomes related to the exercise terms of the warrants using the following inputs: June 27, 2024 1 January 31, 2024 Fair value of common stock $ 9.62 $ 9.14 Exercise price $20.00 - $24.00 $20.00 - $24.00 Expected volatility 2 55.0 % 41.8 % Expected term (in years) 4.4 5.2 Risk-free interest rate 4.2 % 3.9 % Expected dividend yield — — _____________________________ (1) On the Stockholder Approval Date of June 27, 2024, the warrant liability was reclassified to equity. (2) During the quarter ended April 30, 2024, we changed our approach for estimating our stock price volatility to use only Zuora's historical stock price trading data. Zuora now has sufficient historical trading data to fair value its financial instruments and we believe it better reflects the expected future trading volatility of the Company's outstanding common stock. In previous periods, we used an average volatility based on historical trading data of Zuora and a group of similar publicly traded companies.
Schedule of Recognized Losses on Revaluation of Liability-Classified Warrants	Three Months Ended Nine Months Ended 2024 2023 2024 2023 (Loss) gain on change in fair value of debt derivative liabilities $ (20,174) $ 287 $ (19,746) $ 287 Three Months Ended Nine Months Ended 2024 2023 2024 2023 Gain (loss) on change in fair value of warrant liability N/A $ 6,710 $ (9,369) $ 1,954

Deferred Revenue and Performa_2

Deferred Revenue and Performance Obligations (Tables)	9 Months Ended
	Oct. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Recognized During Period Included in Deferred Revenue Balance	The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenue recognized from deferred revenue $ 89,656 $ 80,407 $ 178,041 $ 153,729

Geographical Information (Table

Geographical Information (Tables)	9 Months Ended
	Oct. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenue by Country Based on Customer Address at Time of Sale	Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 United States $ 73,411 $ 70,312 $ 215,156 $ 205,067 Others 43,518 39,537 126,938 115,925 Total $ 116,929 $ 109,849 $ 342,094 $ 320,992 Percentage of revenue by geographic area: United States 63 % 64 % 63 % 64 % Other 37 % 36 % 37 % 36 %

Leases (Tables)

Leases (Tables)	9 Months Ended
	Oct. 31, 2024
Leases [Abstract]
Schedule of Components of Long-Term Operating Leases and Operating Lease Cost	The components of our long-term operating leases and related operating lease cost were as follows (in thousands): October 31, 2024 January 31, 2024 Operating lease right-of-use assets $ 20,591 $ 22,462 Operating lease liabilities, current portion $ 7,030 $ 6,760 Operating lease liabilities, net of current portion 32,573 37,100 Total operating lease liabilities $ 39,603 $ 43,860 Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease cost 1 $ 1,590 $ 2,117 $ 5,581 $ 6,526 _____________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Short-term operating lease costs $ 186 $ 146 $ 1,011 $ 387 Sublease income $ (369) $ (98) $ (590) $ (293)
Schedule of Future Maturities of Long Term Maturities of Operating Lease Liabilities	The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2025 (remainder of the year) $ 1,752 2026 9,381 2027 8,631 2028 8,034 2029 6,881 Thereafter 10,608 Total lease payments 45,287 Less imputed interest (5,684) Present value of lease liabilities $ 39,603
Schedule of Supplemental Information Related to Long-Term Operating Leases	Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): October 31, 2024 January 31, 2024 Weighted-average remaining operating lease term 5.2 years 5.9 years Weighted-average operating lease discount rate 5.0 % 5.1 % Three Months Ended Nine Months Ended 2024 2023 2024 2023 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 2,194 $ 3,143 $ 7,550 $ 10,671 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ — $ 427 $ 1,615 $ 7,400

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Oct. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of Income Tax Provision, Pretax Loss, and Effective Tax Rate	The following table reflects our income tax provision, pretax loss and effective tax rate for the periods presented (in thousands, except percentages): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Loss before income taxes $ (32,432) $ (5,162) $ (55,287) $ (45,963) Income tax (benefit) provision (226) 340 (2,152) 1,396 Effective tax rate 0.7 % (6.6) % 3.9 % (3.0) %

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Oct. 31, 2024
Equity [Abstract]
Schedule of Components of Accumulated Other Comprehensive Loss	Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain on Available-for-Sale Securities Total Balance, January 31, 2024 $ (1,015) $ 156 $ (859) Foreign currency translation adjustment 386 — 386 Unrealized gain on available-for-sale securities — 63 63 Balance, October 31, 2024 $ (629) $ 219 $ (410)

Employee Stock Plans (Tables)

Employee Stock Plans (Tables)	9 Months Ended
	Oct. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following tables summarize stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term): Shares Weighted-Average Average Aggregate Balance, January 31, 2024 6,083 $ 9.21 3.6 $ 15,984 Exercised (1,611) 3.23 Forfeited (475) 13.16 Balance, October 31, 2024 3,997 11.15 4.0 7,832 Exercisable as of October 31, 2024 1,892 5.76 2.5 7,832 Vested and expected to vest as of October 31, 2024 3,995 $ 11.15 4.0 $ 7,832
Schedule of Stock Option Grant Date Fair Value and Intrinsic Value of Options Exercised	Three Months Ended Nine Months Ended 2024 2023 2024 2023 Aggregate intrinsic value of options exercised during each respective period $ 3,289 $ 73 $ 9,191 $ 1,104
Schedule of RSU Activity	The following table summarizes RSU activity and related information (in thousands, except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2024 11,686 $ 10.24 Granted 6,933 9.48 Vested (5,626) 10.71 Forfeited (1,326) 10.46 Balance, October 31, 2024 11,667 $ 9.54
Schedule of PSU Activity	The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2024 2,310 $ 14.31 Granted 354 8.10 Forfeited (120) 9.15 Balance, October 31, 2024 2,544 $ 13.69
Schedule of Fair Value of ESPP Purchase Rights Using a Black-Scholes Option Pricing Model	We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Nine Months Ended October 31, 2024 Nine Months Ended October 31, 2023 Fair value of common stock $ 9.50 $ 11.55 Expected volatility 41.7% - 52.2% 37.1% - 45.7% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 5.1% - 5.5% 5.2% - 5.4% Expected dividend yield — % — %
Schedule of Stock-Based Compensation Expense	Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of subscription revenue $ 2,331 $ 2,350 $ 6,291 $ 6,889 Cost of professional services revenue 2,598 2,747 7,359 8,997 Research and development 7,697 7,165 21,680 20,661 Sales and marketing 7,613 8,191 20,609 24,857 General and administrative 4,694 5,648 13,163 16,569 Total stock-based compensation expense $ 24,933 $ 26,101 $ 69,102 $ 77,973
Schedule of Unrecognized Compensation Costs Related to Unvested Equity Awards	As of October 31, 2024, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be recognized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 454 $ 89,060 $ 24,222 $ 887 Weighted-average remaining recognition period 0.5 years 1.7 years 0.6 years 0.5 years

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Oct. 31, 2024
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Net Loss Per Share	The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (32,206) $ (5,502) $ (53,135) $ (47,359) Denominator: Weighted-average common shares outstanding, basic and diluted 152,263 141,488 149,457 138,789 Net loss per share, basic and diluted $ (0.21) $ (0.04) $ (0.36) $ (0.34)
Schedule of Potential Dilutive Securities Not Included in Diluted Per Share Calculations	Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): October 31, 2024 2023 2029 Notes conversion 20,000 20,000 Unvested RSUs issued and outstanding 11,667 12,667 Warrants 7,500 7,500 Issued and outstanding stock options 3,997 6,588 Unvested PSUs issued and outstanding 2,544 2,560 Shares committed under ESPP 503 598 Total 46,211 49,913

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Oct. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the preliminary estimate of the fair value of the assets acquired and liabilities assumed as of May 9, 2024 (in thousands): Total Cash $ 1,202 Prepaid expenses and other current assets 95 Fixed Assets 29 Intangible assets: Tradename 10 Developed technology 12,700 Customer relationships 340 Goodwill 12,614 Deferred tax liability (2,663) Accounts payable and other current liabilities (14) Fair value of net assets acquired $ 24,313
Schedule of Acquired Identifiable Intangible Assets	The following table summarizes the acquired identifiable intangible assets, Togai Closing Date estimated fair values, and estimated useful lives (dollars in thousands): Fair Value Useful Life Developed technology $ 12,700 8.0 years Customer relationships 340 4.0 years Trade name 10 1.0 year Total intangible assets acquired $ 13,050

Overview and Basis of Present_2

Overview and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 17, 2024	Oct. 31, 2024	Oct. 16, 2024	Mar. 24, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Right to receive cash without interest prior to effective time of merger (in dollars per share)			$ 10
Minimum amount of cash required	$ 400,000
Termination fee	50,500
Reimbursement of certain fees and expenses	5,000
Termination fee paid by parent in cash	101,100
Termination fee will be paid by parent	25,300
Common stock aggregate value prior to the effective time	70,000
Increase in base salary and target bonus	$ 750
2029 Notes | Convertible Senior Notes
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Optional in kind interest (as a percent)	5.50%			5.50%
Repurchase price	$ 130,000
Class A common stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value (in dollars per share)		$ 0.0001	0.0001
Class B common stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value (in dollars per share)		$ 0.0001	$ 0.0001

Investments - Schedule of Amort

Investments - Schedule of Amortized Cost, Unrealized Gains and Losses and Estimated Fair Value of Short-Term Investments (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 280,690	$ 257,964
Gross Unrealized Gains	310	171
Gross Unrealized Losses	(91)	(15)
Fair Value	280,909	258,120
U.S. government securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	64,619	98,206
Gross Unrealized Gains	62	50
Gross Unrealized Losses	(5)	(7)
Fair Value	64,676	98,249
Agency bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	12,731	26,168
Gross Unrealized Gains	10	38
Gross Unrealized Losses	(17)	0
Fair Value	12,724	26,206
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	203,340	103,599
Gross Unrealized Gains	238	83
Gross Unrealized Losses	(69)	(3)
Fair Value	$ 203,509	103,679
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		29,991
Gross Unrealized Gains		0
Gross Unrealized Losses		(5)
Fair Value		$ 29,986

Investments - Narrative (Detail

Investments - Narrative (Details)	Oct. 31, 2024
Maximum
Debt Securities, Available-for-sale [Line Items]
Securities stated effective maturities (in years)	2 years

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Hierarchy for Financial Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Short-term investments:
Total short-term investments	$ 280,909	$ 258,120
U.S. government securities
Short-term investments:
Total short-term investments	64,676	98,249
Agency bonds
Short-term investments:
Total short-term investments	12,724	26,206
Corporate notes and bonds
Short-term investments:
Total short-term investments	203,509	103,679
Commercial paper
Short-term investments:
Total short-term investments		29,986
Recurring
Cash equivalents:
Total cash equivalents	229,766	211,129
Short-term investments:
Total short-term investments	280,909	258,120
Liabilities:
Total liabilities	20,174	18,840
Recurring | U.S. government securities
Short-term investments:
Total short-term investments	64,676	98,249
Recurring | Agency bonds
Short-term investments:
Total short-term investments	12,724	26,206
Recurring | Corporate notes and bonds
Short-term investments:
Total short-term investments	203,509	103,679
Recurring | Commercial paper
Short-term investments:
Total short-term investments		29,986
Recurring | Debt redemption liability
Liabilities:
Warrant and debt conversion liability	20,174
Recurring | Debt conversion liability
Liabilities:
Warrant and debt conversion liability		6,848
Recurring | Warrant liability
Liabilities:
Warrant and debt conversion liability		11,992
Recurring | Money market funds
Cash equivalents:
Total cash equivalents	219,827	207,632
Recurring | Corporate notes and bonds
Cash equivalents:
Total cash equivalents	9,939	3,497
Recurring | Level 1
Cash equivalents:
Total cash equivalents	229,766	211,129
Short-term investments:
Total short-term investments	0	0
Liabilities:
Total liabilities	0	0
Recurring | Level 1 | U.S. government securities
Short-term investments:
Total short-term investments	0	0
Recurring | Level 1 | Agency bonds
Short-term investments:
Total short-term investments	0	0
Recurring | Level 1 | Corporate notes and bonds
Short-term investments:
Total short-term investments	0	0
Recurring | Level 1 | Commercial paper
Short-term investments:
Total short-term investments		0
Recurring | Level 1 | Debt redemption liability
Liabilities:
Warrant and debt conversion liability	0
Recurring | Level 1 | Debt conversion liability
Liabilities:
Warrant and debt conversion liability		0
Recurring | Level 1 | Warrant liability
Liabilities:
Warrant and debt conversion liability		0
Recurring | Level 1 | Money market funds
Cash equivalents:
Total cash equivalents	219,827	207,632
Recurring | Level 1 | Corporate notes and bonds
Cash equivalents:
Total cash equivalents	9,939	3,497
Recurring | Level 2
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	280,909	258,120
Liabilities:
Total liabilities	0	0
Recurring | Level 2 | U.S. government securities
Short-term investments:
Total short-term investments	64,676	98,249
Recurring | Level 2 | Agency bonds
Short-term investments:
Total short-term investments	12,724	26,206
Recurring | Level 2 | Corporate notes and bonds
Short-term investments:
Total short-term investments	203,509	103,679
Recurring | Level 2 | Commercial paper
Short-term investments:
Total short-term investments		29,986
Recurring | Level 2 | Debt redemption liability
Liabilities:
Warrant and debt conversion liability	0
Recurring | Level 2 | Debt conversion liability
Liabilities:
Warrant and debt conversion liability		0
Recurring | Level 2 | Warrant liability
Liabilities:
Warrant and debt conversion liability		0
Recurring | Level 2 | Money market funds
Cash equivalents:
Total cash equivalents	0	0
Recurring | Level 2 | Corporate notes and bonds
Cash equivalents:
Total cash equivalents	0	0
Recurring | Level 3
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	0
Liabilities:
Total liabilities	20,174	18,840
Recurring | Level 3 | U.S. government securities
Short-term investments:
Total short-term investments	0	0
Recurring | Level 3 | Agency bonds
Short-term investments:
Total short-term investments	0	0
Recurring | Level 3 | Corporate notes and bonds
Short-term investments:
Total short-term investments	0	0
Recurring | Level 3 | Commercial paper
Short-term investments:
Total short-term investments		0
Recurring | Level 3 | Debt redemption liability
Liabilities:
Warrant and debt conversion liability	20,174
Recurring | Level 3 | Debt conversion liability
Liabilities:
Warrant and debt conversion liability		6,848
Recurring | Level 3 | Warrant liability
Liabilities:
Warrant and debt conversion liability		11,992
Recurring | Level 3 | Money market funds
Cash equivalents:
Total cash equivalents	0	0
Recurring | Level 3 | Corporate notes and bonds
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Changes in Level 3 Fair Value Measurements (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2024 USD ($)
Debt Redemption Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Change in fair value	20,174
Ending balance	20,174
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	11,992
Change in fair value	9,369
Reclassification of warrant liability to equity	(21,361)
Ending balance	0
Debt Conversion Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	6,848
Change in fair value	(428)
Reclassification of debt conversion liability to equity	(6,420)
Ending balance	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value	$ 314,800
Initial Notes | Convertible Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net carrying amount of debt	$ 368,348	$ 359,525

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Prepaid expenses and other current assets
Prepaid software subscriptions	$ 7,321	$ 6,582
Taxes	5,722	4,348
Contract assets	3,243	1,380
Interest receivable	2,156	1,377
Prepaid insurance	997	2,305
Deposits	936	699
Prepaid hosting costs	693	1,157
Other	4,115	5,413
Total	$ 25,183	$ 23,261

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Property and Equipment [Line Items]
Property and equipment, gross	$ 73,467	$ 66,630
Less: accumulated depreciation and amortization	(46,064)	(40,669)
Total	27,403	25,961
Internal-use software
Property and Equipment [Line Items]
Property and equipment, gross	44,157	35,883
Leasehold improvements
Property and Equipment [Line Items]
Property and equipment, gross	13,681	14,013
Computer equipment
Property and Equipment [Line Items]
Property and equipment, gross	11,139	11,125
Furniture and fixtures
Property and Equipment [Line Items]
Property and equipment, gross	3,148	4,276
Purchased software
Property and Equipment [Line Items]
Property and equipment, gross	$ 1,342	$ 1,333

Property and Equipment, Net -_2

Property and Equipment, Net - Schedule of Total Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Property, Plant and Equipment [Abstract]
Total depreciation and amortization expense	$ 2,804	$ 2,192	$ 7,738	$ 7,174

Purchased Intangible Assets a_3

Purchased Intangible Assets and Goodwill - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 40,662	$ 24,893
Accumulated Amortization	(17,516)	(14,811)
Net Carrying Amount	23,146	10,082
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33,003	17,997
Accumulated Amortization	(11,773)	(9,782)
Net Carrying Amount	21,230	8,215
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,940	5,187
Accumulated Amortization	(4,256)	(3,786)
Net Carrying Amount	1,684	1,401
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,719	1,709
Accumulated Amortization	(1,487)	(1,243)
Net Carrying Amount	$ 232	$ 466

Purchased Intangible Assets a_4

Purchased Intangible Assets and Goodwill - Narrative (Details)	9 Months Ended
	Oct. 31, 2024
Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years
Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years

Purchased Intangible Assets a_5

Purchased Intangible Assets and Goodwill - Schedule of Amortization Expense Recognized on Purchased Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Purchased intangible assets amortization expense	$ 1,163	$ 607	$ 2,705	$ 2,083

Purchased Intangible Assets a_6

Purchased Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
2025 (remainder of the year)	$ 1,206
2026	4,361
2027	4,048
2028	3,696
2029	3,220
Thereafter	6,615
Net Carrying Amount	$ 23,146	$ 10,082

Purchased Intangible Assets a_7

Purchased Intangible Assets and Goodwill - Schedule of Changes to Goodwill (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 56,657
Addition from acquisition	16,532
Effects of foreign currency translation	745
Other	(31)
Ending balance	$ 73,903

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Payables and Accruals [Abstract]
Debt redemption liability	$ 20,174	$ 0
Accrued outside services and consulting	12,098	1,499
Accrued hosting and third-party licenses	3,024	2,707
Accrued taxes	1,996	4,147
Accrued interest	1,344	1,344
Warrant liability	0	11,992
Debt conversion liability	0	6,848
Other accrued expenses	6,531	3,620
Total	$ 45,167	$ 32,157

Debt - Narrative (Details)

Debt - Narrative (Details) $ / shares in Units, shares in Millions, converted_share in Millions			9 Months Ended
	Jun. 27, 2024 USD ($)	Mar. 24, 2022 USD ($) converted_share $ / shares shares	Oct. 31, 2024 USD ($) shares	Oct. 17, 2024 USD ($)	Jan. 31, 2024 USD ($)	Sep. 22, 2023 USD ($)
Debt Redemption Liability
Debt Instrument [Line Items]
Debt redemption liability fair value			$ 20,174,000		$ 0
First Citizen Bank & Trust Company
Debt Instrument [Line Items]
Basis spread on variable interest rate, minus (as a percent)			1%
Revolving Loan | First Citizen Bank & Trust Company
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity			$ 30,000,000
Amount drawn under credit facility			$ 0
Silver Lake Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares) | shares		7.5	7.5
Make-whole fundamental change scenarios, issuance of stock (as a percent)	20%	20%
Shares issuable upon conversion, recorded as equity	$ 21,400,000
Initial Notes | Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 250,000,000
Initial conversion rate		0.05
Price per share conversion (in dollars per share) | $ / shares		$ 20
Number of equity instruments upon conversion (in shares) | converted_share		20
Additional Notes | Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount						$ 150,000,000
2029 Notes
Debt Instrument [Line Items]
Make-whole fundamental change scenarios, issuance of stock (as a percent)	20%	20%
Shares issuable upon conversion, recorded as equity	$ 6,400,000
2029 Notes | Convertible Senior Notes
Debt Instrument [Line Items]
Conversion percentage of par value		98%
Interest rate (as a percent)		3.95%
Optional in kind interest (as a percent)		5.50%		5.50%
Debt instrument, repurchase amount, maximum				$ 130,000,000
Debt discount amortization period (in years)		5 years
Effective interest rate (as a percent)		7.60%

Debt - Schedule of Carrying Val

Debt - Schedule of Carrying Value of Long-Term Debt (Details) - Initial Notes - Convertible Senior Notes - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Debt Instrument [Line Items]
2029 Notes principal	$ 400,000	$ 400,000
Unamortized deferred loan costs	(31,652)	(40,475)
Carrying value	$ 368,348	$ 359,525

Debt - Schedule of Interest Exp

Debt - Schedule of Interest Expense Related to 2029 Notes (Details) - Initial Notes - Convertible Senior Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Interest Expenses [Line Items]
Contractual interest expense	$ 3,950	$ 3,111	$ 11,850	$ 8,049
Amortization of deferred loan costs	3,047	2,443	8,822	6,441
Total interest expense	$ 6,997	$ 5,554	$ 20,672	$ 14,490

Debt - Schedule of Debt Convers

Debt - Schedule of Debt Conversion Liability's Fair Value (Details)	Oct. 31, 2024	Jun. 27, 2024	Jan. 31, 2024
Fair Value Of Common Stock (in dollars per share) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		9.62	9.14
Fair Value Of Common Stock (in dollars per share) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	9.90
Conversion Price (in dollars per share) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		20	20
Conversion Price (in dollars per share) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	20
Expected Volatility (as a percent) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		0.500	0.475
Expected Volatility (as a percent) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	0.500
Risk-free interest rate (as a percent) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		0.049	0.038
Risk-free interest rate (as a percent) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	0.045
Corporate Bond Yield (as a percent) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		0.179	0.192
Corporate Bond Yield (as a percent) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	0.151
Coupon Interest Rate (as a percent) | Debt Conversion Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input		0.0395	0.0395
Coupon Interest Rate (as a percent) | Debt Redemption Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt conversion liability, measurement input	0.0395

Debt - Changes in Fair Value Me

Debt - Changes in Fair Value Measurements of Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Debt conversion liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
(Loss) gain on change in fair value of debt derivative liabilities	$ (20,174)	$ 287	$ (19,746)	$ 287

Warrants to Purchase Shares o_3

Warrants to Purchase Shares of Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions			3 Months Ended	9 Months Ended
	Jun. 27, 2024	Sep. 22, 2023	Oct. 31, 2023	Oct. 31, 2023	Oct. 31, 2024	Jan. 31, 2024	Mar. 24, 2022
Class of Warrant or Right [Line Items]
Warrant liability					$ 0	$ 11,992
Reclassification of warrants, net of allocated debt issuance costs, to accrued expenses and other current liabilities			$ 7,073	$ 7,073
Silver Lake Warrants
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares)					7.5		7.5
Warrants term (in years)							7 years
Make-whole fundamental change scenarios, issuance of stock (as a percent)	20%						20%
Warrants classified as liability (in shares)		4.7					2.8
Warrant liability							$ 12,000
Reclassification of warrants, net of allocated debt issuance costs, to accrued expenses and other current liabilities		$ 7,700
Shares issuable upon conversion, recorded as equity	$ 21,400
Silver Lake Warrants | Warrants, tranche one
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares)							2.5
Exercise price of warrants (in dollars per share)							$ 20
Silver Lake Warrants | Warrants, tranche two
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares)							2.5
Exercise price of warrants (in dollars per share)							$ 22
Silver Lake Warrants | Warrants, tranche three
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares)							2.5
Exercise price of warrants (in dollars per share)							$ 24

Warrants to Purchase Shares o_4

Warrants to Purchase Shares of Common Stock - Schedule of Fair Value Measured Using Combination of Black-Scholes Option and Monte Carlo Simulation Models (Details) - Warrant liability	Jun. 27, 2024	Jan. 31, 2024
Fair value of common stock (in dollars per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	9.62	9.14
Exercise price (in dollars per share) | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	20	20
Exercise price (in dollars per share) | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	24	24
Expected Volatility (as a percent)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.550	0.418
Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (in years)	4 years 4 months 24 days	5 years 2 months 12 days
Risk-free interest rate (as a percent)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.042	0.039
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0	0

Warrants to Purchase Shares o_5

Warrants to Purchase Shares of Common Stock - Schedule of Recognized Losses and Gain on Revaluation of Liability-Classified Warrants (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Silver Lake Warrants
Class of Warrant or Right [Line Items]
Gain (loss) on change in fair value of warrant liability	$ 6,710	$ (9,369)	$ 1,954

Deferred Revenue and Performa_3

Deferred Revenue and Performance Obligations - Schedule of Revenue Recognized During Period Included in Deferred Revenue Balance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenue recognized from deferred revenue	$ 89,656	$ 80,407	$ 178,041	$ 153,729

Deferred Revenue and Performa_4

Deferred Revenue and Performance Obligations - Narrative (Details) $ in Millions	Oct. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligations	$ 575.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 575.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation (as a percent)	55%
Revenue, remaining performance obligation, period (in months)	12 months

Geographical Information (Detai

Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 116,929	$ 109,849	$ 342,094	$ 320,992
United States
Disaggregation of Revenue [Line Items]
Revenue	$ 73,411	$ 70,312	$ 215,156	$ 205,067
United States | Revenue | Geographic Concentration
Disaggregation of Revenue [Line Items]
Concentration risk (as a percent)	63%	64%	63%	64%
Others
Disaggregation of Revenue [Line Items]
Revenue	$ 43,518	$ 39,537	$ 126,938	$ 115,925
Others | Revenue | Geographic Concentration
Disaggregation of Revenue [Line Items]
Concentration risk (as a percent)	37%	36%	37%	36%

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Millions	Oct. 31, 2024 USD ($) extension_option
Lessee, Lease, Description [Line Items]
Undiscounted future payments for an operating lease that has not yet commenced | $	$ 0.2
Operating leases not yet commenced, lease term (in months)	13 months
Minimum
Lessee, Lease, Description [Line Items]
Number of lease extension options | extension_option	1
Maximum
Lessee, Lease, Description [Line Items]
Operating renewal term (in years)	7 years

Leases - Schedule of Components

Leases - Schedule of Components of Long-Term Operating Leases and Operating Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023	Jan. 31, 2024
Operating Leases
Operating lease right-of-use assets	$ 20,591		$ 20,591		$ 22,462
Operating lease liabilities, current portion	7,030		7,030		6,760
Operating lease liabilities, net of current portion	32,573		32,573		37,100
Total operating lease liabilities	39,603		39,603		$ 43,860
Lease Cost
Operating lease cost	1,590	$ 2,117	5,581	$ 6,526
Short-term operating lease costs	186	146	1,011	387
Sublease income	$ (369)	$ (98)	$ (590)	$ (293)

Leases - Schedule of Future Mat

Leases - Schedule of Future Maturities of Long Term Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Maturities of Operating Lease Liabilities
2025 (remainder of the year)	$ 1,752
2026	9,381
2027	8,631
2028	8,034
2029	6,881
Thereafter	10,608
Total lease payments	45,287
Less imputed interest	(5,684)
Present value of lease liabilities	$ 39,603	$ 43,860

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Information Related to Long-Term Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023	Jan. 31, 2024
Lease Term and Discount Rate
Weighted-average remaining operating lease term (in years)	5 years 2 months 12 days		5 years 2 months 12 days		5 years 10 months 24 days
Weighted-average operating lease discount rate (as a percent)	5%		5%		5.10%
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases	$ 2,194	$ 3,143	$ 7,550	$ 10,671
New right-of-use assets obtained in exchange for lease liabilities:
Operating leases obtained	$ 0	$ 427	$ 1,615	$ 7,400

Commitments and Contingencies (

Commitments and Contingencies (Details)	Oct. 31, 2024 USD ($) vendor	Jan. 31, 2024 USD ($)
Other Commitments [Line Items]
Commitment remaining	$ 21,800,000
Cloud Computing Services
Other Commitments [Line Items]
Contractual obligation	$ 30,000,000
Number of vendors related to contractual obligation | vendor	1
Certain Facility Lease Agreements | Irrevocable Letters of Credit
Other Commitments [Line Items]
Letters of credit available	$ 3,000,000	$ 4,500,000
Letters of credit outstanding	$ 0	$ 0

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision, Pretax Loss, and Effective Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (32,432)	$ (5,162)	$ (55,287)	$ (45,963)
Income tax (benefit) provision	$ (226)	$ 340	$ (2,152)	$ 1,396
Effective tax rate	0.70%	(6.60%)	3.90%	(3.00%)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 31, 2024	Oct. 31, 2024
Income Tax Disclosure [Abstract]
Deferred tax benefit	$ (1.2)	$ 2.7

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details)	Oct. 31, 2024 vote $ / shares shares	Oct. 16, 2024 $ / shares
Class of Stock [Line Items]
Preferred stock authorized (in shares)	10,000,000
Preferred stock par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock issued (in shares)	0
Preferred stock outstanding (in shares)	0
Class A common stock
Class of Stock [Line Items]
Number of votes for each share of stock held | vote	1
Common stock authorized (in shares)	500,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock issued (in shares)	145,100,000
Common stock outstanding (in shares)	145,100,000
Class B common stock
Class of Stock [Line Items]
Number of votes for each share of stock held | vote	10
Common stock authorized (in shares)	500,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock issued (in shares)	8,600,000
Common stock outstanding (in shares)	8,600,000

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 192,047	$ 112,727	$ 133,687	$ 97,160
Foreign currency translation adjustment	462	(696)	386	(1,383)
Unrealized gain on available-for-sale securities	248	(18)	63	494
Ending balance	184,190	125,577	184,190	125,577
AOCI
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(1,120)	(1,094)	(859)	(919)
Ending balance	(410)	$ (1,808)	(410)	$ (1,808)
Foreign Currency Translation Adjustment
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			(1,015)
Foreign currency translation adjustment			386
Ending balance	(629)		(629)
Unrealized Gain on Available-for-Sale Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			156
Unrealized gain on available-for-sale securities			63
Ending balance	$ 219		$ 219

Employee Stock Plans - Narrativ

Employee Stock Plans - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended				5 Months Ended	9 Months Ended
	Apr. 30, 2024 tranche shares	Oct. 31, 2024 shares	Apr. 30, 2024 USD ($) tranche	Oct. 31, 2023 shares	Apr. 30, 2023 USD ($)	Aug. 31, 2024 shares	Oct. 31, 2024 purchasePeriod shares	Oct. 31, 2023 shares	Sep. 30, 2023 tranche
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0		0			0	0
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation expense | $					$ 9.6
Reversal of expense | $			$ 3.4
Granted (in shares)						54,000	354,000
Amount earned and subsequently vested (in shares)						34,000
Remaining amount to be vested (in shares)						20,000
Vesting period (in years)						3 years
PSUs | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches | tranche	2		2
Granted (in shares)	300,000
Vesting period (in years)	4 years
PSUs | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches | tranche									2
PSUs | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches | tranche									3
2018 Equity Incentive Plan | Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved and available for issuance (in shares)		28,100,000					28,100,000
2006 Stock Plan and 2015 Equity Incentive Plan | Stock Options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate equity awards outstanding (in shares)		1,900,000					1,900,000
2018 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved and available for issuance (in shares)		5,000,000					5,000,000
ESPP offering period (in months)							24 months
Number of purchase periods in offering period | purchasePeriod							4
Term of purchase period (in months)							6 months
Purchase price, percentage of fair market value							85%

Employee Stock Plans - Schedule

Employee Stock Plans - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 31, 2024 USD ($) $ / shares shares	Jan. 31, 2024 USD ($) $ / shares shares
Shares Subject To Outstanding Stock Options
Outstanding, beginning balance (in shares) | shares	6,083
Exercised (in shares) | shares	(1,611)
Forfeited (in shares) | shares	(475)
Outstanding, ending balance (in shares) | shares	3,997	6,083
Exercisable (in shares) | shares	1,892
Vested and expected to vest (in shares) | shares	3,995
Weighted-Average Exercise Price
Weighted average exercise price, beginning balance (in dollars per share) | $ / shares	$ 9.21
Exercised (in dollars per share) | $ / shares	3.23
Forfeited (in dollars per share) | $ / shares	13.16
Weighted average exercise price, ending balance (in dollars per share) | $ / shares	11.15	$ 9.21
Exercisable (in dollars per share) | $ / shares	5.76
Vested and expected to vest (in dollars per share) | $ / shares	$ 11.15
Average Remaining Contractual Term (Years)
Average remaining contractual term (years), outstanding	4 years	3 years 7 months 6 days
Average remaining contractual term (years), exercisable	2 years 6 months
Average remaining contractual term (years), vested and expected to vest	4 years
Aggregate Intrinsic Value
Aggregate intrinsic value, outstanding | $	$ 7,832	$ 15,984
Aggregate intrinsic value, exercisable | $	7,832
Aggregate intrinsic value, vested and expected to vest | $	$ 7,832

Employee Stock Plans - Schedu_2

Employee Stock Plans - Schedule of Stock Option Grant Date Fair Value and Intrinsic Value of Options Exercised (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Share-Based Payment Arrangement [Abstract]
Aggregate intrinsic value of options exercised during each respective period	$ 3,289	$ 73	$ 9,191	$ 1,104

Employee Stock Plans - Schedu_3

Employee Stock Plans - Schedule of RSU and PSU Activity (Details) - $ / shares shares in Thousands	5 Months Ended	9 Months Ended
	Aug. 31, 2024	Oct. 31, 2024
RSUs
Number Outstanding
Outstanding, beginning balance (in shares)		11,686
Granted (in shares)		6,933
Vested (in shares)		(5,626)
Forfeited (in shares)		(1,326)
Outstanding, ending balance (in shares)		11,667
Weighted-Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 10.24
Granted (in dollars per share)		9.48
Vested (in dollars per share)		10.71
Forfeited (in dollars per share)		10.46
Outstanding, ending balance (in dollars per share)		$ 9.54
PSUs
Number Outstanding
Outstanding, beginning balance (in shares)		2,310
Granted (in shares)	54	354
Forfeited (in shares)		(120)
Outstanding, ending balance (in shares)		2,544
Weighted-Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 14.31
Granted (in dollars per share)		8.10
Forfeited (in dollars per share)		9.15
Outstanding, ending balance (in dollars per share)		$ 13.69

Employee Stock Plans - Schedu_4

Employee Stock Plans - Schedule of Fair Value of ESPP Purchase Rights Using a Black-Scholes Option Pricing Model (Details) - 2018 ESPP - $ / shares	9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of common stock (in dollars per share)	$ 9.50	$ 11.55
Expected volatility, minimum (as a percent)	41.70%	37.10%
Expected volatility, maximum (as a percent)	52.20%	45.70%
Risk-free interest rate, minimum (as a percent)	5.10%	5.20%
Risk-free interest rate, maximum (as a percent)	5.50%	5.40%
Expected dividend yield	0%	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months	6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	2 years	2 years

Employee Stock Plans - Schedu_5

Employee Stock Plans - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Cost of Revenue
Stock-based compensation expense	$ 24,933	$ 26,101	$ 69,102	$ 77,973
Cost of subscription revenue
Cost of Revenue
Stock-based compensation expense	2,331	2,350	6,291	6,889
Cost of professional services revenue
Cost of Revenue
Stock-based compensation expense	2,598	2,747	7,359	8,997
Research and development
Cost of Revenue
Stock-based compensation expense	7,697	7,165	21,680	20,661
Sales and marketing
Cost of Revenue
Stock-based compensation expense	7,613	8,191	20,609	24,857
General and administrative
Cost of Revenue
Stock-based compensation expense	$ 4,694	$ 5,648	$ 13,163	$ 16,569

Employee Stock Plans - Schedu_6

Employee Stock Plans - Schedule of Unrecognized Compensation Costs Related to Unvested Equity Awards (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2024 USD ($)
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, stock options	$ 454
Weighted-average remaining recognition period (in years)	6 months
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 89,060
Weighted-average remaining recognition period (in years)	1 year 8 months 12 days
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 24,222
Weighted-average remaining recognition period (in years)	7 months 6 days
2018 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 887
Weighted-average remaining recognition period (in years)	6 months

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Numerator:
Net loss	$ (32,206)	$ (5,502)	$ (53,135)	$ (47,359)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	152,263	141,488	149,457	138,789
Weighted-average common shares outstanding, diluted (in shares)	152,263	141,488	149,457	138,789
Net loss per share, basic (in dollars per share)	$ (0.21)	$ (0.04)	$ (0.36)	$ (0.34)
Net loss per share, diluted (in dollars per share)	$ (0.21)	$ (0.04)	$ (0.36)	$ (0.34)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Potential Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares shares in Thousands	9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	46,211	49,913
2029 Notes conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	20,000	20,000
Unvested RSUs issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	11,667	12,667
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	7,500	7,500
Issued and outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	3,997	6,588
Unvested PSUs issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	2,544	2,560
Shares committed under ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the diluted per share calculation (in shares)	503	598

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($)	Aug. 16, 2024	May 09, 2024	Sep. 17, 2024
Zeddit Limited
Business Acquisition [Line Items]
Purchase consideration	$ 6,000,000
Payments to acquire businesses	$ 5,000,000
Togai Inc.
Business Acquisition [Line Items]
Purchase consideration		$ 24,300,000
Percentage of voting equity interests			100%
Goodwill expected tax deductible amount		$ 0
Leeyo Software, Inc | Togai Inc.
Business Acquisition [Line Items]
Percentage of subsidiary owned		100%

Acquisitions - Schedule of Prel

Acquisitions - Schedule of Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 31, 2024	May 09, 2024	Jan. 31, 2024
Business Acquisition [Line Items]
Goodwill	$ 73,903		$ 56,657
Togai Inc.
Business Acquisition [Line Items]
Cash		$ 1,202
Prepaid expenses and other current assets		95
Fixed Assets		29
Goodwill		12,614
Deferred tax liability		(2,663)
Accounts payable and other current liabilities		(14)
Fair value of net assets acquired		24,313
Togai Inc. | Tradename
Business Acquisition [Line Items]
Intangible assets:		10
Togai Inc. | Developed technology
Business Acquisition [Line Items]
Intangible assets:		12,700
Togai Inc. | Customer relationships
Business Acquisition [Line Items]
Intangible assets:		$ 340

Acquisitions - Schedule of Acqu

Acquisitions - Schedule of Acquired Identifiable Intangible Assets (Details) - Togai Inc. $ in Thousands	May 09, 2024 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 13,050
Developed technology
Business Acquisition [Line Items]
Fair Value	$ 12,700
Useful Life (in years)	8 years
Customer relationships
Business Acquisition [Line Items]
Fair Value	$ 340
Useful Life (in years)	4 years
Tradename
Business Acquisition [Line Items]
Fair Value	$ 10
Useful Life (in years)	1 year