Equity Incentive Plans | Equity Incentive Plans Equity Incentive Plans We maintain two equity incentive plans: the 2009 Equity Incentive Plan (the 2009 Plan) and the 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan serves as the successor to our 2009 Plan and provides for grants of incentive stock options to our employees and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock and cash awards, market-based stock awards, and other forms of stock awards to our employees, directors and consultants. Our equity awards generally vest over a two In June 2024, we extended the net-share settlement of equity awards to the majority of our employees by withholding shares upon vesting to satisfy tax withholding obligations whereas previously, shares were sold to cover such tax withholding obligations. Approximately 1.1 million shares and 2.5 million shares were withheld to cover $55.3 million and $144.0 million in tax withholding obligations during the third quarter and first three quarters of fiscal 2025. The shares withheld to satisfy employee tax withholding obligations are returned to our 2015 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as a financing activity in our condensed consolidated statements of cash flows. 2015 Amended and Restated Employee Stock Purchase Plan Under our Amended and Restated 2015 Employee Stock Purchase Plan (2015 ESPP), our Board of Directors (or a committee thereof) has the authority to establish the length and terms of the offering periods and purchase periods and the purchase price of the shares of common stock which may be purchased under the plan. The current offering terms allow eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 30% of their eligible compensation, subject to a cap of 3,000 shares on any purchase date, a dollar cap of $7,500 per purchase period, or $25,000 in any calendar year (as determined under applicable tax rules). The current terms also allow for a 24-month offering period beginning March 16th and September 16th of each year, with each offering period consisting of four 6-month purchase periods, subject to a reset provision. Further, currently, on each purchase date, eligible employees may purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock (1) on the first trading day of the applicable offering period or (2) the purchase date. Under the reset provision currently authorized, if the closing stock price on the offering date of a new offering falls below the closing stock price on the offering date of an ongoing offering, the ongoing offering would terminate immediately following the purchase of ESPP shares on the purchase date immediately preceding the new offering and participants in the terminated offering would automatically be enrolled in the new offering (ESPP reset), resulting in a modification charge to be recognized over the new offering period. An ESPP reset occurred during the first quarter of fiscal 2024 that resulted in a modification charge of $16.7 million, which is being recognized over an offering period ending March 15, 2025. Stock-based compensation expense related to our 2015 ESPP was $7.1 million and $8.9 million during the third quarter of fiscal 2024 and 2025, and $19.7 million and $25.2 million during the first three quarters of fiscal 2024 and 2025. At the end of the third quarter of fiscal 2025, total unrecognized stock-based compensation cost related to our 2015 ESPP was $22.5 million, which is expected to be recognized over a weighted-average period of 1.0 year. Stock Options A summary of the stock option activity under our equity incentive plans and related information is as follows: Options Outstanding Number of Weighted- Weighted- Average Remaining Contractual Life (in years) Aggregate Balance at the end of fiscal 2024 4,493,934 $ 13.63 2.3 $ 129,065 Options exercised (1,655,884) 12.80 Options forfeited (593) 1.95 Balance at the end of the third quarter of fiscal 2025 2,837,457 $ 13.96 2.0 $ 104,962 Vested and exercisable at the end of the third quarter of fiscal 2025 2,837,457 $ 13.96 2.0 $ 104,962 The aggregate intrinsic value of options vested and exercisable at the end of the third quarter of fiscal 2025 is calculated based on the difference between the exercise price and the closing price of $50.95 of our common stock on the last day of the third quarter of fiscal 2025. Stock-based compensation expense related to stock options has been fully recognized and was not material for the third quarter of fiscal 2024 and the first three quarters of fiscal 2024 and 2025. Restricted Stock Units (RSUs) A summary of the RSU activity under our equity incentive plans and related information is as follows: Number of RSUs Outstanding Weighted- Aggregate Unvested balance at the end of fiscal 2024 24,343,074 $ 26.77 $ 1,028,495 Granted 7,915,402 51.60 Vested (8,526,064) 27.01 Forfeited (2,097,043) 29.96 Unvested balance at the end of the third quarter of fiscal 2025 21,635,369 $ 35.45 $ 1,102,322 Stock-based compensation expense related to RSUs was $68.9 million and $80.2 million during the third quarter of fiscal 2024 and 2025, and $199.0 million and $227.6 million during the first three quarters of fiscal 2024 and 2025. At the end of the third quarter of fiscal 2025, total unrecognized stock-based compensation cost related to unvested RSUs was $719.6 million, which is expected to be recognized over a weighted-average period of 2.7 years. Performance-based Restricted Stock Units (PRSUs) The number of shares that could be earned under our PRSU grants ranges from 0% to 200% of the target number granted depending on the achievement of certain performance conditions with any unearned shares canceled. Generally, the number of earned shares vest over three years from the date of grant subject to continuous service. A summary of the PRSU activity under our equity incentive plans and related information is as follows: Number of PRSUs Outstanding Weighted- Aggregate Unvested balance at the end of fiscal 2024 2,270,597 $ 25.64 $ 95,933 Granted (1) 1,221,033 49.58 Vested and earned (2) (1,116,603) 25.86 Unearned (3) (297,864) 23.86 Unvested balance at the end of the third quarter of fiscal 2025 2,077,163 $ 39.85 $ 105,831 ____________________________________ (1) Represents the number of shares that may be earned at the target percentage of 100% depending on the achievement of fiscal 2025 or certain other performance conditions. (2) Represents the number of shares earned in which the service condition has also been satisfied. (3) Represents the number of shares canceled as a result of not fully achieving the fiscal 2024 performance conditions. Stock-based compensation expense related to PRSUs was $7.6 million and $8.6 million during the third quarter of fiscal 2024 and 2025, and $28.5 million and $55.2 million during the first three quarters of fiscal 2024 and 2025. At the end of the third quarter of fiscal 2025, total unrecognized stock-based compensation cost related to unvested PRSUs was $32.5 million, which is expected to be recognized over a weighted-average period of 2.2 years. During the first quarter of fiscal 2025, our Board of Directors approved a discretionary adjustment, increasing the earned number of shares to 80 percent of the target for the PRSUs granted in fiscal 2024. Our Board of Directors’ consideration included that fiscal 2024 total revenue growth was impacted by Total Contract Value (TCV) sales growth of our consumption based Evergreen//One and Evergreen//Flex offerings, which far exceeded expectations. This modification resulted in additional stock-based compensation expense of approximately $40.7 million, of which $2.6 million and $34.5 million were recognized during the third quarter and first three quarters of fiscal 2025 with the remaining amount to be recognized over the remaining vesting period. Long-Term Performance Incentive RSUs (LTP Awards) In June 2023, we granted market-based LTP Awards to certain executives with an aggregate maximum number of shares of common stock of approximately 4.2 million. • The total number of shares earned are subject to continuous service through March 20, 2028 and upon vesting, the number of shares vested will be subject to a one-year post-vest holding period. • The number of shares earned are contingent upon our market capitalization meeting or exceeding $21.0 billion that will be measured over an approximate three Total stock-based compensation expense of $73.9 million for these awards is being recognized over the requisite service period of nearly five years using the accelerated attribution method and is not reversed if the market condition is not ultimately met. There were approximately 4.0 million in remaining unvested and outstanding LTP Awards with an aggregate intrinsic value of $204.1 million at the end of the third quarter of fiscal 2025. Stock-based compensation expense related to LTP Awards was $3.9 million and $3.4 million during the third quarter of fiscal 2024 and 2025, and $6.3 million and $10.7 million during the first three quarters of fiscal 2024 and 2025. At the end of the third quarter of fiscal 2025, total unrecognized stock-based compensation cost related to unvested LTP Awards was $49.0 million, which is expected to be recognized over a weighted-average period of 3.4 years. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands): Third Quarter of Fiscal First Three Quarters of Fiscal 2024 2025 2024 2025 Cost of revenue—product $ 1,443 $ 3,216 $ 7,056 $ 9,443 Cost of revenue—subscription services 6,849 7,800 19,347 24,632 Research and development 43,908 49,227 126,225 150,390 Sales and marketing 19,209 24,393 55,883 72,330 General and administrative 16,557 16,436 46,732 62,161 Total stock-based compensation expense, net of amounts capitalized (1) $ 87,966 $ 101,072 $ 255,243 $ 318,956 _________________________________ (1) Stock-based compensation expense capitalized was $1.5 million and $2.2 million during the third quarter of fiscal 2024 and 2025, and $3.9 million and $5.8 million for the first three quarters of fiscal 2024 and 2025 . The tax benefit related to stock-based compensation expense for all periods presented was not material. |