Equity | Equity As of October 29, 2022, there were 125,399,546, 393,473,497, and no shares of Class A, Class B, and Class C common stock issued and outstanding, respectively. As of January 29, 2022, there were 77,144,718, 428,331,442, and no shares of Class A, Class B, and Class C common stock issued and outstanding, respectively. The Company had reserved shares of common stock for future issuance as of October 29, 2022 and January 29, 2022, as follows: As of October 29, 2022 January 29, 2022 2015 Equity Incentive Plan: Options outstanding 7,045,765 8,628,071 RSUs outstanding 17,768,415 29,452,103 2021 Equity Incentive Plan: RSUs outstanding 22,925,982 3,123,995 Shares available for future grants 60,497,288 54,050,260 2021 Employee Stock Purchase Plan: Shares available for future issuance 14,144,817 10,200,000 Total shares of common stock reserved for future issuance 122,382,267 105,454,429 Employee Compensation Plans The Company currently has two equity incentive plans, the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2021 Equity Incentive Plan (the “2021 Plan”). The 2015 Plan was terminated in connection with the adoption of the 2021 Plan in December 2021 but continues to govern the terms of outstanding stock options and RSUs that were granted prior to the termination of the 2015 Plan. The Company no longer grants equity awards pursuant to the 2015 Plan. 2021 Equity Incentive Plan —In December 2021, the Board of Directors adopted and stockholders approved the 2021 Equity Incentive Plan, which became effective in December 2021 in connection with the Company’s initial public offering (“IPO”). A total of 50,600,000 shares of the Company’s Class A common stock initially were reserved for issuance under the 2021 Plan. In addition, the number of shares of the Company’s Class A common stock are increased by (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2021 Plan on the first day of each fiscal year, as determined in accordance with the formula set forth in the 2021 Plan and (ii) a number of shares of Class A common stock equal to the number of shares of Class B common stock subject to equity awards granted under the 2015 Plan that expire, terminate without having been exercised or issued in full, are tendered to or withheld for payment of an exercise price or for tax withholding obligations with respect to a 2015 Plan award, or are forfeited to or repurchased by the Company due to failure to vest, such number of shares under this clause (ii) not to exceed 57,631,084. As of October 29, 2022 and January 29, 2022, the total number of shares of the Company’s Class A common stock reserved for future grants was 60,497,288 and 54,050,260, respectively. The total number of shares of the Company’s Class A common stock reserved for future grants as of October 29, 2022 includes 25,273,808 shares added on the first day of fiscal year 2023 pursuant to the annual automatic evergreen increase provision of the 2021 Plan. Options —A summary of the stock options activity under the 2015 Plan during the nine months ended October 29, 2022 is presented below (the number of options represents shares of Class B common stock exercisable in respect thereof): Number of Shares Weighted-Average Weighted-Average Aggregate Intrinsic Value (1) (In Thousands) Balance as of January 29, 2022 8,628,071 $ 3.77 6.9 $ 111,170 Exercised (1,576,293) $ 0.33 Forfeited, canceled, or expired (6,013) $ 1.16 Balance as of October 29, 2022 7,045,765 $ 4.54 6.6 $ 55,250 Exercisable as of October 29, 2022 5,318,237 $ 3.72 6.2 $ 46,134 __________ (1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s Class A common stock for each period end presented, multiplied by the number of stock options outstanding or exercisable as of each period end presented. There were no stock options granted during the nine months ended October 29, 2022 and October 30, 2021. The intrinsic value of stock options exercised was $22.9 million and $46.9 million during the nine months ended October 29, 2022 and October 30, 2021, respectively. As of October 29, 2022, unrecognized stock-based compensation expense related to outstanding unvested stock options for employees that are expected to vest was approximately $6.4 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one year. Early Exercise of Stock Options —Certain stock options granted under the 2015 Plan provide option holders the right to elect to exercise unvested stock options in exchange for restricted common stock. Such unvested restricted shares are subject to a repurchase right held by the Company at the original issuance price, as adjusted to reflect stock splits or similar changes to the Company’s capital structure, in the event the option holder’s service to the Company is terminated either voluntarily or involuntarily. The right lapses as the awards vest. These repurchase terms are considered to be a forfeiture provision. The cash received from option holders for exercises of unvested stock options is treated as a refundable deposit shown as a liability in the Company’s condensed consolidated balance sheets and reclassified to additional paid-in capital as the Company’s repurchase right lapses. As of October 29, 2022 and January 29, 2022, there were 28,502 and 138,710 unvested early exercised shares outstanding, respectively, which remain subject to repurchase. The liability related to such shares was $0.1 million and $0.4 million as of October 29, 2022 and January 29, 2022, respectively. RSUs —RSUs granted prior to the IPO had both a service condition and a performance condition. Stock-based compensation expense is only recognized for RSUs for which both the service condition and performance condition have been met. The service condition for these awards is generally satisfied over four years. The performance condition was satisfied upon the IPO. Prior to the IPO, the Company did not record expense on RSUs as a liquidity event upon which vesting is contingent was not probable of occurring. Following the closing of the IPO in December 2021, the Company began recording stock-based compensation expense for these RSUs using the accelerated attribution method, based on the grant-date fair value of the RSUs. RSUs granted after the IPO only have a service condition, and the related stock-based compensation expense is recognized on a straight-line basis over the requisite service period. A summary of the RSUs activity under the 2015 Plan and 2021 Plan during the nine months ended October 29, 2022 is presented below: Number of Shares Weighted-Average Balance as of January 29, 2022 32,576,098 $ 10.83 Granted 23,429,122 $ 13.40 Vested (10,711,083) $ 10.15 Forfeited (4,599,740) $ 11.25 Balance as of October 29, 2022 40,694,397 $ 12.44 As of October 29, 2022, unrecognized stock-based compensation expense related to outstanding unvested RSUs for employees that are expected to vest was approximately $379.0 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 1.8 years. 2021 Employee Stock Purchase Plan —In December 2021, the Board of Directors adopted and stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in December 2021 in connection with the IPO. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to eligible employees. A total of 10,200,000 shares of the Company’s Class A common stock initially were reserved for future sale under the 2021 ESPP. In addition, the number of shares of the Company’s Class A common stock are increased by any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future sale under the 2021 ESPP on the first day of each fiscal year, as determined in accordance with the formula set forth in the 2021 ESPP. As of October 29, 2022 and January 29, 2022, the total number of shares of the Company’s Class A common stock reserved for future issuance was 14,144,817 and 10,200,000, respectively. As of October 29, 2022, the total number of shares of the Company’s Class A common stock reserved for future issuance includes the annual automatic evergreen increase of 5,054,762 shares. The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the lower of the fair market value of a share of the Company’s Class A common stock on the enrollment date or on the exercise date. The enrollment date means the first trading day of each offering period, and the exercise date means the last trading day of each purchase period. Offering periods are generally 12 months long, commencing on the first trading day on or after June 11 and December 11 of each year and terminating on the last trading day on or before June 10 and December 10. The first offering period began on the first trading day on or after the Company’s registration date, which was December 15, 2021, and is scheduled to end on the last trading day on or before December 10, 2022, and the second offering period began on June 13, 2022. Purchase periods are generally six months long, commencing on the first trading day after one exercise date and ending with the next exercise date. The first purchase period of the first offering period began on the first trading day on or after the registration date, which was December 15, 2021, and ended on June 10, 2022, and the second purchase period began on June 13, 2022 and is scheduled to end on the last trading day on or before December 10, 2022, which is December 9, 2022. For the nine months ended October 29, 2022, 1,109,945 shares of common stock were purchased under the 2021 ESPP, resulting in net cash proceeds of $10.3 million. As of October 29, 2022, unrecognized stock-based compensation expense related to the 2021 ESPP for employees that are expected to vest was approximately $2.1 million. The remaining unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately 0.3 years. Employee Stock Purchase Plan Valuation —The Company estimates the fair value of shares to be issued under the 2021 ESPP using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect fair value. The weighted-average assumptions used to estimate the fair value of shares to be issued under the 2021 ESPP which were granted during the nine months ended October 29, 2022 were as follows: June 2022 Offering Period Purchase Period 1 Purchase Period 2 Expected volatility 97.7 % 81.0 % Expected term (years) 0.5 1.0 Risk-free interest rate 2.3 % 2.9 % Expected dividend yield — % — % Expected volatility —The expected volatility was based on the historical volatility of the Company and similar companies whose stock or option prices are publicly available, after considering the industry, stage of life cycle, size, market capitalization, and financial leverage of the other companies. Expected term (years) —For all offering periods subsequent to the first offering period, the expected term is approximately 0.5 years for the first purchase period and approximately 1.0 year for the second purchase period. Risk-free interest rate —The risk-free interest rate assumption is based on observed U.S. Treasury yield curve interest rates in effect at the time of grant appropriate for the expected term of the stock-based award. Expected dividend yield —Because the Company has never paid and has no intention to pay cash dividends on its common stock, the expected dividend yield is zero. Stock-Based Compensation Expense —Stock-based compensation expense, by grant type, was as follows (in thousands): Three Months Ended Nine Months Ended October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021 Stock options $ 1,081 $ 1,221 $ 3,305 $ 3,988 RSUs 41,537 — 120,888 — ESPP 2,920 — 9,297 — Total stock-based compensation expense $ 45,538 $ 1,221 $ 133,490 $ 3,988 Stock-based compensation expense included in the following line items of the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended Nine Months Ended October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021 Cost of revenue $ 2,589 $ 9 $ 6,834 $ 10 Research and development 17,928 219 45,398 550 Sales and marketing 12,292 84 41,159 381 General and administrative 12,729 909 40,099 3,047 Total stock-based compensation expense $ 45,538 $ 1,221 $ 133,490 $ 3,988 |