Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________

FORM 10-Q

___________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-39495

___________________________________________________________________

Asana, Inc.

(Exact name of registrant as specified in its Charter)

___________________________________________________________________


Delaware			26-3912448
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

633 Folsom Street, Suite 100

San Francisco, California 94107

(Address of principal executive offices and Zip Code)

(415) 525-3888

(Registrant’s telephone number, including area code)

___________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.00001 par value per share

ASAN

New York Stock Exchange

Long-Term Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 28, 2023, the number of shares of the registrant’s Class A common stock outstanding was 137,045,378 and the number of shares of the registrant’s Class B common stock outstanding was 85,489,359.

TABLE OF CONTENTS


			Page
Part I - Financial Information			1
Item 1. Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations			2
Condensed Consolidated Statements of Comprehensive Loss			3
Condensed Consolidated Statements Stockholders’ Equity (Deficit)			4
Condensed Consolidated Statements of Cash Flows			8
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			38
Part II - Other Information			39
Item 1. Legal Proceedings			39
Item 1A. Risk Factors			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			69
Item 3. Defaults Upon Senior Securities			69
Item 4. Mine Safety Disclosures			69
Item 5. Other Information			69
Item 6. Exhibits			69
Signatures			71

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition; business strategy and plans; and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: our ability to grow or maintain our dollar-based net retention rate, expand usage of our platform within organizations, and sell subscriptions to our platform; our ability to convert individuals, teams, and organizations on our free and trial versions into paying customers; the timing and success of new features, integrations, capabilities, and enhancements by us, or by our competitors to their products, including the successful integration of artificial intelligence, or any other changes in the competitive landscape of our market; our ability to achieve widespread acceptance and use of our platform; growth in the work management market; the amount and timing of operating expenses and capital expenditures, as well as entry into operating leases, that we may incur to maintain and expand our business and operations and to remain competitive; our focus on growth to drive long-term value; the timing of expenses and our expectations regarding our cost of revenues, gross margin, and operating expenses; the effect of uncertainties related to recent macroeconomic conditions, including volatile equity capital markets, on our business, results of operations, and financial condition; performance of our sales and marketing activities; our protections against security breaches, technical difficulties, or interruptions to our platform; our ability to successfully defend litigation brought against us, potential dispute-related settlement payments, or other litigation-related costs; potential pricing pressure as a result of competition or otherwise; anticipated fluctuations in foreign currency exchange rates; potential costs and the anticipated timing of expenses related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs; general economic conditions affecting domestic or international markets, and the rate of global IT spending, including as a result of a downturn or recession, rising inflation and interest rates, and instability in financial institutions and global financial markets; geopolitical instability; and the residual impact of the COVID-19 pandemic.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, restructurings, or investments.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

Additional Information

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Asana” refer to Asana, Inc. and its consolidated subsidiaries. The Asana design logo, “Asana,” and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q are the property of Asana, Inc. Other trade names, trademarks, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners.

SELECT RISK FACTORS AFFECTING OUR BUSINESS

Investing in our common stock involves numerous risks, including the risks described in Part II—Other Information, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects.

•We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth.

•We have a limited operating history at our current scale, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

•We have a history of losses and we may not be able to achieve profitability or, if achieved, sustain profitability.

•We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability in the near and medium term.

•Our quarterly results may fluctuate significantly and may not meet our expectations or those of investors or securities analysts.

•The COVID-19 pandemic affected how we, our partners, and our customers operate and has adversely affected the global economy, and the impact and extent to which this will affect our business, future results of operations, and financial condition remains uncertain.

•If we are unable to attract new customers, convert individuals, teams, and organizations using our free and trial versions into paying customers, and expand usage within organizations or develop new features, integrations, capabilities, and enhancements that achieve market acceptance, our revenue growth would be harmed.

•If the market for work management solutions develops more slowly than we expect or declines, our business would be adversely affected.

•We operate in a highly competitive industry, and competition presents an ongoing threat to the success of our business. Our ability to compete and ensure our success requires developments in our technology, including the successful deployment of artificial intelligence in our product.

•Failure to effectively develop and leverage our direct sales capabilities would harm our ability to expand usage of our platform within our customer base and achieve broader market acceptance of our platform.

•We must continue to attract and retain highly qualified personnel in very competitive markets to continue to execute on our business strategy and growth plans.

•If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.

•If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, our results of operations may be harmed.

•If we are unable to ensure that our platform interoperates with a variety of software applications that are developed by others, including our integration partners, we may become less competitive and our results of operations may be harmed.

•The loss of one or more of our key personnel, in particular our co-founder, President, Chief Executive Officer (“CEO”), and Chair, Dustin Moskovitz, would harm our business.

•Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the employee engagement fostered by our culture, which could harm our business.

•Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers may be impaired, and our business and results of operations will be harmed.

•We rely on third parties maintaining open marketplaces to distribute our mobile application. If such third parties interfere with the distribution of our platform, our business would be adversely affected.

•Sales to customers outside the United States and our international operations expose us to risks inherent in international sales and operations.

•We are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to artificial intelligence, data privacy, data protection, and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

•The trading price of our Class A common stock may be volatile and could decline significantly and rapidly.

•The dual class structure of our common stock has the effect of concentrating voting control with our founders, directors, executive officers, and their respective affiliates. This ownership will limit or preclude your ability to influence corporate matters including the election of directors, amendments of our organizational documents, and any merger, consolidations, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

•Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the trading price of our Class A common stock to decline.

If we are unable to adequately address these and other risks we face, our business may be harmed.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ASANA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


	October 31, 2023		January 31, 2023
Assets
Current assets
Cash and cash equivalents	$	268,314	$	526,563
Marketable securities	261,726		2,739
Accounts receivable, net	68,032		82,363
Prepaid expenses and other current assets	46,069		48,726
Total current assets	644,141		660,391
Property and equipment, net	98,241		94,984

Operating lease right-of-use assets	182,779		176,189

Other assets	22,519		23,399
Total assets	$	947,680	$	954,963

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	9,988	$	7,554
Accrued expenses and other current liabilities	65,698		83,488
Deferred revenue, current	249,673		226,443
Operating lease liabilities, current	17,592		14,831
Total current liabilities	342,951		332,316
Term loan, net	44,856		46,696
Deferred revenue, noncurrent	5,770		7,156
Operating lease liabilities, noncurrent	220,181		210,012
Other liabilities	1,753		2,209

Total liabilities	615,511		598,389
Commitments and contingencies (Note 7)

Stockholders' equity
Common stock	2		2
Additional paid-in capital	1,767,633		1,595,001
Accumulated other comprehensive loss	(3,278)		(873)
Accumulated deficit	(1,432,188)		(1,237,556)
Total stockholders’ equity	332,169		356,574
Total liabilities and stockholders’ equity	$	947,680	$	954,963

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Revenues	$	166,503	$	141,439	$	481,369	$	396,981
Cost of revenues	16,053		15,160		47,132		41,354
Gross profit	150,450		126,279		434,237		355,627
Operating expenses:
Research and development	81,028		75,509		241,715		215,947
Sales and marketing	98,349		113,713		288,034		320,228
General and administrative	34,494		38,165		106,537		128,064
Total operating expenses	213,871		227,387		636,286		664,239
Loss from operations	(63,421)		(101,108)		(202,049)		(308,612)
Interest income and other income (expense), net	3,479		1,291		13,310		(219)
Interest expense	(1,012)		(457)		(2,947)		(1,125)
Loss before provision for income taxes	(60,954)		(100,274)		(191,686)		(309,956)
Provision for income taxes	796		631		2,946		2,786
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Net loss per share:
Basic and diluted	$	(0.28)	$	(0.49)	$	(0.89)	$	(1.60)
Weighted-average shares used in calculating net loss per share:
Basic and diluted	221,776		204,657		219,094		195,261

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Other comprehensive loss:
Net unrealized gain (losses) on marketable securities	(236)		176		(1,251)		(29)
Change in foreign currency translation adjustments	(1,725)		(1,225)		(1,154)		(2,048)
Comprehensive loss	$	(63,711)	$	(101,954)	$	(197,037)	$	(314,819)

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)

(unaudited)


		Three Months Ended October 31, 2023
	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
			Shares			Amount
Balances at July 31, 2023			219,606	$	2		$	1,706,006	$	(1,317)	$	(1,370,438)	$	334,253
Issuance of common stock upon the exercise of options			278	—			783		—		—		783
Vesting of early exercised stock options			—	—			2		—		—		2


Issuance of common stock upon the vesting and settlement of restricted stock units			2,100	—			—		—		—		—
Issuance of common stock under employee share purchase plan			420	—			6,511		—		—		6,511


Stock-based compensation expense			—	—			54,331		—		—		54,331
Net unrealized losses on marketable securities			—	—			—		(236)		—		(236)
Foreign currency translation adjustments			—	—			—		(1,725)		—		(1,725)
Net loss			—	—			—		—		(61,750)		(61,750)
Balances at October 31, 2023			222,404	$	2		$	1,767,633	$	(3,278)	$	(1,432,188)	$	332,169

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - CONTINUED

(in thousands)

(unaudited)


		Three Months Ended October 31, 2022
	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
			Shares			Amount
Balances at July 31, 2022			191,666	$	2		$	1,135,398	$	(1,654)	$	(1,041,625)	$	92,121
Issuance of common stock upon the exercise of options			321	—			978		—		—		978
Vesting of early exercised stock options			—	—			134		—		—		134

Issuance of common stock upon the vesting and settlement of restricted stock units			1,065	—			—		—		—		—
Issuance of common stock under employee share purchase plan			367	—			7,959		—		—		7,959
Issuance of common stock upon conversion of convertible notes—related party			19,273	—			347,288		—		—		347,288
Stock-based compensation expense			—	—			48,443		—		—		48,443
Net unrealized gain on marketable securities			—	—			—		176		—		176
Foreign currency translation adjustments			—	—			—		(1,225)		—		(1,225)
Net loss			—	—			—		—		(100,905)		(100,905)
Balances at October 31, 2022			212,692	$	2		$	1,540,200	$	(2,703)	$	(1,142,530)	$	394,969

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - CONTINUED

(in thousands)

(unaudited)


		Nine Months Ended October 31, 2023
	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
			Shares			Amount
Balances at January 31, 2023			214,293	$	2		$	1,595,001	$	(873)	$	(1,237,556)	$	356,574
Issuance of common stock upon the exercise of options			1,649	—			3,856		—		—		3,856
Vesting of early exercised stock options			—	—			108		—		—		108

Issuance of common stock upon the vesting and settlement of restricted stock units			5,584	—			(7)		—		—		(7)
Issuance of common stock under employee share purchase plan			878	—			15,069		—		—		15,069


Stock-based compensation expense			—	—			153,606		—		—		153,606
Net unrealized losses on marketable securities			—	—			—		(1,251)		—		(1,251)
Foreign currency translation adjustments			—	—			—		(1,154)		—		(1,154)

Net loss			—	—			—		—		(194,632)		(194,632)
Balances at October 31, 2023			222,404	$	2		$	1,767,633	$	(3,278)	$	(1,432,188)	$	332,169

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - CONTINUED

(in thousands)

(unaudited)


		Nine Months Ended October 31, 2022
	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
			Shares			Amount
Balances at January 31, 2022			188,298	$	2		$	1,034,252	$	(626)	$	(829,788)	$	203,840
Issuance of common stock upon the exercise of options			1,599	—			4,607		—		—		4,607
Vesting of early exercised stock options			—	—			595		—		—		595

Issuance of common stock upon the vesting and settlement of restricted stock units			2,802	—			—		—		—		—
Issuance of common stock under employee share purchase plan			720	—			17,115		—		—		17,115
Issuance of common stock upon conversion of convertible notes—related party			19,273	—			347,288		—		—		347,288
Stock-based compensation expense			—	—			136,343		—		—		136,343
Net unrealized losses on marketable securities			—	—			—		(29)		—		(29)
Foreign currency translation adjustments			—	—			—		(2,048)		—		(2,048)
Net loss			—	—			—		—		(312,742)		(312,742)
Balances at October 31, 2022			212,692	$	2		$	1,540,200	$	(2,703)	$	(1,142,530)	$	394,969

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended October 31,
	2023		2022
Cash flows from operating activities
Net loss	$	(194,632)	$	(312,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for expected credit losses	2,072		1,045
Depreciation and amortization	10,407		9,507

Amortization of deferred contract acquisition costs	15,971		10,509
Stock-based compensation expense	150,569		135,834
Net amortization (accretion) of premium (discount) on marketable securities	(1,568)		50

Non-cash lease expense	13,998		11,426
Impairment of long-lived assets	5,009		—
Amortization of discount on revolving credit facility and term loan issuance costs	91		13

Changes in operating assets and liabilities:
Accounts receivable	12,251		(1,377)
Prepaid expenses and other current assets	(13,764)		(22,155)
Other assets	742		(3,201)
Accounts payable	3,612		(3,333)
Accrued expenses and other liabilities	(16,885)		15,225
Deferred revenue	21,843		40,614
Operating lease liabilities	(12,310)		(10,374)

Net cash used in operating activities	(2,594)		(128,959)
Cash flows from investing activities
Purchases of marketable securities	(284,312)		(72,216)
Sales of marketable securities	12		—
Maturities of marketable securities	25,641		110,204
Purchases of property and equipment	(7,221)		(3,140)

Capitalized internal-use software costs	(4,325)		(952)
Net cash provided by (used in) investing activities	(270,205)		33,896
Cash flows from financing activities


Repayment of term loan	(2,500)		(2,667)


Proceeds from private placement—related party, net of offering costs	—		347,384
Repurchases of common stock	—		(2)
Proceeds from exercise of stock options	3,856		4,627
Proceeds from employee stock purchase plan	15,069		17,115
Taxes paid related to net share settlement of equity awards	(7)		—
Net cash provided by financing activities	16,418		366,457
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash	(1,868)		(1,207)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(258,249)		270,187
Cash, cash equivalents, and restricted cash
Beginning of period	526,563		240,403
End of period	$	268,314	$	510,590

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(in thousands)

(unaudited)


	Nine Months Ended October 31,
	2023		2022
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	268,314	$	509,091
Restricted cash	—		1,499
Total cash, cash equivalents, and restricted cash	$	268,314	$	510,590

Supplemental cash flow data
Cash paid for income taxes	$	3,101	$	3,617

Supplemental non-cash investing and financing information
Purchase of property and equipment in accounts payable and accrued expenses	$	286	$	651


Private placement—related party offering costs not yet paid	$	—	$	96

See accompanying Notes to Condensed Consolidated Financial Statements.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Organization

Organization and Description of Business

Asana, Inc. (“Asana” or the “Company”) was incorporated in the state of Delaware on December 16, 2008. Asana is a work management platform that helps organizations orchestrate work, from daily tasks to cross-functional strategic initiatives. The Company is headquartered in San Francisco, California.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

The unaudited condensed consolidated balance sheet as of January 31, 2023 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. In management's opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of comprehensive loss, and stockholders' equity (deficit), and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, revenue recognition, the useful lives and carrying values of long-lived assets, the fair value of common stock for periods prior to the Company’s direct listing of its Class A common stock on the New York Stock Exchange (“NYSE”) (the “Direct Listing”), stock-based compensation expense, the period of benefit for deferred contract acquisition costs, income taxes, and the valuation of right-of-use assets. Actual results could differ from those estimates.

Risks and Uncertainties

The conditions caused by the aforementioned macroeconomic events have affected and could continue to affect the rate of global IT spending and could adversely affect demand for the Company’s platform, lengthen the Company’s sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of the Company’s paying customers to go out of business, and affect contraction or attrition rates of the Company’s customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance related to the aforementioned macroeconomic events that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and marketable securities. The Company deposits its cash and cash equivalents with financial institutions that management believes are of high credit quality, although such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Cash equivalents are invested in highly rated securities.

The Company grants credit to customers in the normal course of business. For the three and nine months ended October 31, 2023 and October 31, 2022, there were no individual customers that accounted for 10% or more of the Company’s revenues. No customer accounted for more than 10% of accounts receivable as of October 31, 2023 or January 31, 2023.

Fair Value of Financial Instruments

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs comprised of quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

In determining fair value, a financial instrument’s classification within the three-tier fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

The carrying amount of certain financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximates their fair values due to their short-term nature.

Available-for-sale Investments

The Company’s marketable securities are primarily comprised of U.S. government securities, commercial paper, and corporate bonds. The Company classifies its securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including securities with stated maturities beyond twelve months, within current assets in the condensed consolidated balance sheets.

Available-for-sale securities are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity (deficit) until realized. Unrealized gains and losses for any marketable securities that management intends to sell or is more likely than not that management will be required to sell prior to their anticipated recovery are recorded in other income (expense), net.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset groups may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company recorded no impairment charge during the three months ended October 31, 2023 and 2022. The Company

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

recorded $5.0 million and no impairment charge during the nine months ended October 31, 2023 and 2022, respectively. The $5.0 million impairment charge incurred during the nine months ended October 31, 2023 related to the right-of-use (“ROU”) assets and underlying property and equipment associated with the Company’s subleased office spaces is further described in Note 8. Leases to the condensed consolidated financial statements.

Recently Adopted Accounting Pronouncements

On February 1, 2023, the Company adopted ASU No. 2021-08, Business Combinations - Accounting for Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. The adoption of the guidance did not have an impact on the Company’s condensed consolidated financial statements.

Note 3. Revenues

Deferred Revenue and Remaining Performance Obligations

The Company recognized $42.5 million and $32.1 million of revenues during the three months ended October 31, 2023 and 2022, respectively, that were included in the deferred revenue balances at January 31, 2023 and 2022, respectively. The Company recognized $208.6 million and $156.3 million of revenues during the nine months ended October 31, 2023 and 2022, respectively, that were included in the deferred revenue balances at January 31, 2023 and 2022, respectively.

Deferred revenue that will be recognized within the next twelve months is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent. As of October 31, 2023, the Company's remaining performance obligations from subscription contracts was $335.1 million, of which the Company expects to recognize approximately 85% as revenues over the next 12 months and the remainder thereafter.

Deferred Contract Acquisition Costs

Deferred contract acquisition costs are amortized over a period of benefit of three years. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in the software-as-a-service industry.

The following table summarizes the activity of deferred contract acquisition costs (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Beginning balance	$	38,336	$	28,227	$	36,583	$	22,771
Capitalization of contract acquisition costs	5,277		7,399		17,333		19,427
Amortization of deferred contract acquisition costs	(5,668)		(3,937)		(15,971)		(10,509)
Ending balance	$	37,945	$	31,689	$	37,945	$	31,689

Deferred contract acquisition costs, current	$	20,528	$	15,513	$	20,528	$	15,513
Deferred contract acquisition costs, noncurrent	17,417		16,176		17,417		16,176
Total deferred contract acquisition costs	$	37,945	$	31,689	$	37,945	$	31,689

Deferred contract acquisition costs, current is presented within prepaid expenses and other current assets in the condensed consolidated balance sheets. Deferred contract acquisition costs, noncurrent is presented within other assets in the condensed consolidated balance sheets.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4. Fair Value Measurements

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):


	October 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	82,400	$	—	$	—	$	82,400
Commercial paper	—		4,959		—		4,959
U.S. government agency securities	9,950		—		—		9,950
Total cash equivalents	$	92,350	$	4,959	$	—	$	97,309
Marketable securities
U.S. government agency securities	$	157,746	$	—	$	—	$	157,746
Commercial paper	—		11,463		—		11,463
Corporate bonds	—		71,279		—		71,279
Agency bonds	—		21,238		—		21,238
Total marketable securities	$	157,746	$	103,980	$	—	$	261,726




Total assets	$	250,096	$	108,939	$	—	$	359,035


	January 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	289,001	$	—	$	—	$	289,001


Total cash equivalents	$	289,001	$	—	$	—	$	289,001
Marketable securities


Corporate bonds	$	—	$	2,739	$	—	$	2,739

Total marketable securities	$	—	$	2,739	$	—	$	2,739



Total assets	$	289,001	$	2,739	$	—	$	291,740

The following table summarizes the Company's investments in marketable securities on the condensed consolidated balance sheets (in thousands):


	October 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets
U.S. government agency securities	$	158,742	$	4	$	(1,000)	$	157,746
Commercial paper	11,472		—		(9)		11,463
Corporate bonds	71,518		35		(274)		71,279
Agency bonds	21,250		—		(12)		21,238
Total marketable securities	$	262,982	$	39	$	(1,295)	$	261,726

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	January 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets


Corporate bonds	$	2,744	$	—	$	(5)	$	2,739

Total marketable securities	$	2,744	$	—	$	(5)	$	2,739

The following table presents the contractual maturities of the Company’s marketable securities as of October 31, 2023 (in thousands):


	October 31, 2023
	Amortized Cost		Estimated Fair Value
Due within one year	$	116,425	$	116,219
Due within one to three years	146,557		145,507
Total	$	262,982	$	261,726

The Company periodically evaluates its investments for expected credit losses. The unrealized losses on the available-for-sale securities were primarily due to unfavorable changes in interest rates subsequent to the initial purchase of these securities. Gross unrealized losses of the Company’s available-for-sale securities that have been in a continuous unrealized loss position for twelve months or longer were immaterial as of October 31, 2023 and January 31, 2023. The Company expects to recover the full carrying value of its available-for-sale securities in an unrealized loss position as it does not intend or anticipate a need to sell these securities prior to recovering the associated unrealized losses. The Company also expects any credit losses would be immaterial based on the high-grade credit rating for each of such available-for-sale securities. As a result, the Company does not consider any portion of the unrealized losses as of October 31, 2023 or January 31, 2023 to represent credit losses.

In April 2020 and November 2022, the Company entered into credit agreements (the “April 2020 Senior Secured Term Loan” and “November 2022 Senior Secured Credit Facility” as defined in Note 6. Debt) with Silicon Valley Bank (“SVB”). The fair values of the credit facilities approximated their carrying values as of October 31, 2023 and January 31, 2023. On March 27, 2023, First Citizens BancShares, Inc. announced that it entered into an agreement to purchase assets and liabilities of SVB, inclusive of the November 2022 Senior Secured Credit Facility.

Note 5. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Leasehold improvements	$	100,733	$	98,264
Capitalized internal-use software	22,203		15,005
Furniture and fixtures	11,676		10,325
Desktop and other computer equipment	2,106		1,804
Construction in progress	26		652
Total gross property and equipment	136,744		126,050
Less: Accumulated depreciation and amortization	(38,503)		(31,066)
Total property and equipment, net	$	98,241	$	94,984

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Depreciation and amortization expense was $3.5 million and $3.2 million for the three months ended October 31, 2023 and 2022, respectively, and $10.4 million and $9.5 million for the nine months ended October 31, 2023 and 2022, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Deferred contract acquisition costs, current	$	20,528	$	18,049
Prepaid expenses	20,305		25,134
Other current assets	5,236		5,543
Total prepaid expenses and other current assets	$	46,069	$	48,726

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Accrued payroll liabilities	$	12,972	$	22,336

Accrued sales and value-added taxes	10,309		13,347
Accrued taxes for fringe benefits	8,509		8,064
Accrued advertising expenses	7,522		10,565
Accrued consulting expenses	3,263		4,076



Other liabilities	23,123		25,100
Total accrued expenses and other current liabilities	$	65,698	$	83,488

Note 6. Debt

In April 2020, the Company entered into a five-year $40.0 million term loan agreement with SVB (the “April 2020 Senior Secured Term Loan”) which provided for a senior secured term loan facility, in an aggregate principal amount of up to $40.0 million to be used for the construction of the Company’s corporate headquarters. Interest accrued and was payable monthly based on a floating rate per annum equal to the prime rate (per the Wall Street Journal) plus an applicable margin ranging from 0% to (1.0)% based on the Company’s unrestricted cash balance at the lender. The April 2020 Senior Secured Term Loan was repaid in full and terminated in November 2022.

In November 2022, the Company entered into an agreement for a four-year credit facility (as amended on April 13, 2023, the “November 2022 Senior Secured Credit Facility”) with SVB, which refinanced the April 2020 Senior Secured Term Loan. The November 2022 Senior Secured Credit Facility provides for senior secured credit facilities in the aggregate principal amount of $150.0 million, including a senior secured term loan facility in an aggregate principal amount of $50.0 million and a revolving loan facility in an aggregate principal amount of up to $100.0 million, including a $30.0 million letter of credit sub-facility, maturing on November 7, 2026. On March 27, 2023, First Citizens BancShares, Inc. announced that it entered into an agreement to purchase assets and liabilities of SVB, inclusive of the November 2022 Senior Secured Credit Facility.

Borrowings under the November 2022 Senior Secured Credit Facility may be designated as ABR Loans or SOFR Loans, subject to certain terms and conditions under the agreement. ABR Loans accrue interest at a rate per annum equal to the ABR plus an applicable margin of 1.25%. Term SOFR Loans accrue interest at a rate per annum equal to the applicable adjusted term SOFR rate, which is equal to the applicable term SOFR rate plus a term SOFR adjustment of 10 basis points, provided such adjusted term SOFR rate shall not be less than zero, plus an applicable margin of 2.25%. Interest accrues and is payable on a monthly basis.

The November 2022 Senior Secured Credit Facility contains customary conditions to borrowing, events of default, and covenants, including covenants that restrict the Company’s ability to incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to the business, dispose of assets, make certain types of restricted payments or enter into certain related party

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

transactions, subject to customary exceptions. In addition, the November 2022 Senior Secured Credit Facility contains financial covenants, including a consolidated adjusted quick ratio of 1.25 to 1.00, as well as a minimum cash adjusted EBITDA, each tested on a quarterly basis.

Pursuant to the terms of the November 2022 Senior Secured Credit Facility, the Company may issue letters of credit which may reduce the total amount available for borrowing under the revolving credit facility. Additionally, the Company is required to pay an annual commitment fee that accrues at a rate of 0.15% per annum on the unused portion of the borrowing commitments under the revolving credit facility. The Company had an aggregate of $21.4 million of letters of credit outstanding under the revolving credit facility as of October 31, 2023, and the Company’s total available borrowing capacity under the revolving credit facility was $78.6 million as of October 31, 2023.

As of October 31, 2023, $50.0 million was drawn and $47.5 million was outstanding under the November 2022 Senior Secured Credit Facility. As of October 31, 2023, the Company was in compliance with all financial covenants.

In conjunction with the close of the November 2022 Senior Secured Credit Facility, the Company paid upfront issuance fees of $0.4 million. The upfront fees are amortized over the remaining term of the agreement. As of October 31, 2023, the Company had $0.2 million remaining of upfront issuance fees allocated to the revolving credit facility presented in the Company’s condensed consolidated balance sheet within other assets.

The net carrying amounts of the November 2022 Senior Secured Credit Facility were as follows (in thousands):



	October 31, 2023		January 31, 2023
Principal	$	47,500	$	50,000
Accrued interest	301		218
Unamortized loan issuance costs	(144)		(179)
Net carrying amount	$	47,657	$	50,039


Term loan, current	$	2,801	$	3,343
Term loan, noncurrent	$	44,856	$	46,696

The net carrying amount of the current portion of the term loan is presented within accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Note 7. Commitments and Contingencies

Standby Letters of Credit

As of October 31, 2023, the Company had several letters of credit outstanding related to its operating leases totaling $21.4 million. The letters of credit expire at various dates between 2025 and 2034.

Purchase Commitments

In January 2021, the Company entered into a 60-month contract with Amazon Web Services for hosting-related services. Pursuant to the terms of the contract, the Company is required to spend a minimum of $103.5 million over the term of the agreement. The commitment may be offset by up to $7.3 million in additional credits subject to the Company meeting certain conditions of the agreement, all of which have been earned as of October 31, 2023. As of October 31, 2023, the Company had purchase commitments remaining of $42.3 million under this contract.

During the nine months ended October 31, 2023, other than certain non-cancelable operating leases described in Note 8. Leases and the commitment for hosting-related services described above, there have been no other material changes outside the ordinary course of business to the Company's contractual obligations and commitments from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against any liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

Additionally, in the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. For the three and nine months ended October 31, 2023 and 2022, no demands have been made upon the Company to provide indemnification under such agreements, and there are no claims that the Company is aware of that could have a material adverse effect on its financial position, results of operations, or cash flows.

Contingencies

From time to time in the normal course of business, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. As of October 31, 2023, the Company believes that none of its current legal proceedings would have a material adverse effect on its financial position, results of operations, or cash flows.

Note 8. Leases

The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through fiscal 2034. The Company has no lease agreements that are classified as finance leases.

Future minimum lease payments (net of tenant improvement receivables) under non-cancelable operating leases with initial lease terms in excess of one year included in the Company’s lease liabilities as of October 31, 2023 are as follows (in thousands):


Fiscal year ending January 31,	Operating Lease Payments (Net)
2024	$	9,751
2025	39,469
2026	37,707
2027	38,075
2028 and thereafter	238,501
Total undiscounted operating lease payments	$	363,503
Less: imputed interest	(125,730)
Total operating lease liabilities	$	237,773

During the nine months ended October 31, 2023, the Company executed a sublease for a portion of its corporate office space in San Francisco, California. The Company evaluated the associated asset group for impairment, which included the ROU assets and underlying property and equipment for the lease. The Company compared the expected future undiscounted cash flows to the carrying value and determined the respective asset group was not recoverable. The Company calculated the fair value based on the present value of the estimated cash flows from the sublease for the remaining lease term and compared the estimated fair value to its carrying value, which resulted in a $5.0 million consolidated impairment charge. The fair value of the operating lease ROU assets and associated property and equipment was estimated as of the sublease execution date using level 3 inputs based on an income approach by converting future sublease cash inflows and outflows to a single present value. Estimated cash flows were discounted at a rate commensurate with the inherent risks associated with the asset group to arrive at an estimate of fair value. The impairment charge was included in general and administrative expenses in the condensed consolidated statements of operations.

The sublease commenced during the three months ended October 31, 2023 and has a lease term of five years. The Company has classified the sublease as an operating lease. Sublease income was $0.4 million for the three and nine months ended October 31, 2023. There was no sublease income for the three and nine months ended

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

October 31, 2022. The Company recognizes sublease income as a reduction of lease expense in the Company’s condensed consolidated statements of operations.

Operating lease amounts in the table above do not include sublease income payments of $8.7 million. As of October 31, 2023, the future total minimum sublease payments to be received were as follows (in thousands):


Fiscal year ending January 31,	Sublease Payments to be Received
2024	$	—
2025	1,556
2026	1,919
2027	1,976
2028 and thereafter	3,244
Total sublease income	$	8,695

Note 9. Net Loss per Share

The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net income and losses.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Numerator:
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	221,776		204,657		219,094		195,261
Net loss per share, basic and diluted	$	(0.28)	$	(0.49)	$	(0.89)	$	(1.60)

The potential shares of common stock that were excluded from the computation of diluted net loss per share for the period presented because including them would have been anti-dilutive are as follows (in thousands):


	Three Months Ended October 31,		Nine Months Ended October 31,
	2023	2022	2023	2022

Stock options	10,242	12,405	10,242	12,405
Restricted stock units	17,970	12,048	17,970	12,048
Early exercised stock options	—	55	—	55
Shares issuable pursuant to the 2020 Employee Stock Purchase Plan	161	160	161	160
Total	28,373	24,668	28,373	24,668

Note 10. Stockholders’ Deficit

Common Stock

There are two classes of common stock that total 1,500,000,000 authorized shares: 1,000,000,000 authorized shares of Class A common stock and 500,000,000 authorized shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. There were

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

136,915,067 shares of Class A common stock and 85,489,359 shares of Class B common stock issued and outstanding as of October 31, 2023. There were 128,803,395 shares of Class A common stock and 85,489,359 shares of Class B common stock outstanding as of January 31, 2023.

All changes in the number of shares of common stock outstanding for the three and nine months ended October 31, 2023 and 2022, were related to changes in Class A common stock.

Private Placement—Related Party

In September 2022, the Company issued and sold 19,273,127 shares of its Class A common stock to the Company’s CEO in a private placement transaction at a purchase price of $18.16 per share, based on the closing trading price of the Company’s Class A common stock on September 2, 2022, for aggregate gross proceeds of approximately $350 million. The Company incurred issuance costs related to the private placement of $2.7 million.

Stock Plans

The Company has a 2009 Stock Plan (the “2009 Plan”), a 2012 Amended and Restated Stock Plan (the “2012 Plan”), and a 2020 Equity Incentive Plan (the “2020 Plan”). Each plan was initially established to grant equity awards to employees and consultants of the Company to assist in attracting, retaining, and motivating employees and consultants and to provide incentives to promote the success of the Company’s business. The number of shares reserved for issuance under the 2020 Plan increased by 9,414,923 shares of Class A common stock on February 1, 2022 and increased by 10,714,637 shares of Class A common stock on February 1, 2023 pursuant to the evergreen provisions of the 2020 Plan.

There are no outstanding awards under the 2009 Plan, and new issuances under the 2012 Plan terminated upon completion of the Direct Listing. Awards outstanding under the 2012 Plan continue to be outstanding and are governed by the provisions of the 2012 Plan. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code, nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSUs”), performance-based stock awards, and other forms of equity compensation.

ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. Options under the 2020 Plan may be granted for periods of up to 10 years. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors (the “Board of Directors”). Options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the vesting commencement date and 1/48 per month thereafter.

The Company has outstanding RSU awards issued pursuant to the 2012 Plan and 2020 Plan. RSUs granted generally vest on a predefined rate over a period of four years contingent upon continuous service.

Shares of common stock purchased under the 2012 Plan are subject to certain restrictions and repurchase rights.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Options

Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data):


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balances at January 31, 2023	11,941	$	2.96	5.1	$	149,738
Options granted	—	—
Options exercised	(1,649)	2.34
Options cancelled	(50)	5.42
Balances at October 31, 2023	10,242	$	3.05	4.4	$	157,956


Vested and exercisable at October 31, 2023	9,978	$	3.05	4.4	$	153,882
Vested and expected to vest at October 31, 2023	10,242	$	3.05	4.4	$	157,961

The total intrinsic value of options exercised during the periods presented was as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Aggregate intrinsic value of options exercised (in thousands)	$	4,583	$	6,531	$	30,876	$	47,586

Early Exercise of Employee Options

The 2009 Plan and 2012 Plan allow for the early exercise of stock options. The consideration received for an early exercise of an option is considered to be a deposit of the exercise price, and the related dollar amount is recorded as a liability and reflected in accrued expenses and other current liabilities and other liabilities in the condensed consolidated balance sheets. This liability is reclassified to additional paid-in capital as the awards vest. If a stock option is early exercised, the unvested shares may be repurchased by the Company in case of employment termination at the price paid by the purchaser for such shares. Shares that were subject to repurchase totaled 96 and 55,351 at October 31, 2023 and 2022, respectively.

Restricted Stock Units

The Company’s RSU activity is set forth below (in thousands, except per share data):


	Number of Shares	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Unvested RSUs at January 31, 2023	14,591	$	27.75	$	226,145
RSUs granted	11,831	20.18
RSUs vested	(5,582)	26.09
RSUs cancelled/forfeited	(2,870)	26.12
Unvested RSUs at October 31, 2023	17,970	$	23.54	$	331,906
RSUs vested, not yet released at October 31, 2023	856	$	36.06

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock-Based Compensation Expense

Stock-based compensation for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Cost of revenues	$	413	$	461	$	1,177	$	1,200
Research and development	29,384		25,030		83,928		70,606
Sales and marketing	15,584		15,018		43,438		43,028
General and administrative	7,485		7,482		22,026		21,000
Total stock-based compensation expense	$	52,866	$	47,991	$	150,569	$	135,834

The stock-based compensation expense related to options granted to non-employees for the three and nine months ended October 31, 2023 and 2022 were not material.

Total unrecognized compensation costs related to unvested awards not yet recognized under all equity compensation plans was as follows:


	October 31, 2023
	Unrecognized Expense (in thousands)		Weighted-Average Expected Recognition Period (in years)
Stock options	$	383	3.5
RSUs	389,817		3.0
Total unrecognized stock-based compensation expense	$	390,200	3.0

2020 Employee Stock Purchase Plan

In September 2020, the Board of Directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the Direct Listing. The ESPP initially reserved and authorized the issuance of up to a total of 2,000,000 shares of Class A common stock to participating employees. The number of shares reserved under the ESPP was automatically increased on February 1, 2021 to 3,614,801 shares of Class A common stock, to 5,497,785 on February 1, 2022, and to 7,640,712 on February 1, 2023 pursuant to the evergreen provisions of the ESPP.

Subject to any limitations contained therein, the ESPP allows eligible participants to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase shares of the Company’s Class A common stock at a purchase price equal to 85% of the fair market value of the Class A common stock on either the first day of the offering period or the purchase date, whichever fair market value is lower. The ESPP generally provides for consecutive 24-month offering periods, each consisting of four separate consecutive purchase periods of approximately six months in length. The ESPP also includes a two year look back in purchase price, including a reset feature. The reset feature is triggered if the price on the date of purchase is less than the price on the first day of the offering period.

The Company recognized stock-based compensation expense related to the ESPP of $4.5 million and $4.3 million during the three months ended October 31, 2023 and 2022, respectively, and $7.8 million and $8.0 million during nine months ended October 31, 2023 and 2022, respectively. As of October 31, 2023 and January 31, 2023, $2.5 million and $6.9 million, respectively, have been withheld in contributions from employees. As of October 31, 2023, total unrecognized compensation cost related to the ESPP was $14.8 million, which will be amortized over a weighted average vesting term of 1.2 years.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 11. Interest Income and Other Income (Expense), Net

Interest income and other income (expense), net consist of the following (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Interest income	$	6,088	$	2,264	$	15,703	$	3,007
Unrealized losses on foreign currency transactions	(1,545)		(211)		(1,129)		(602)
Other non-operating expense	(1,064)		(762)		(1,264)		(2,624)
Total interest income and other income (expense), net	$	3,479	$	1,291	$	13,310	$	(219)

Other non-operating expense consists primarily of realized foreign currency gains and losses on transactions in the periods presented.

Note 12. Income Taxes

The Company's income tax expense was $0.8 million and $0.6 million for the three months ended October 31, 2023 and 2022, respectively, and $2.9 million and $2.8 million for the nine months ended October 31, 2023 and 2022, respectively, primarily due to income taxes in foreign jurisdictions.

Note 13. Geographic Information

The following tables set forth revenues and long-lived assets, including operating lease ROU assets, by geographic area for the periods presented below (in thousands):

Revenues


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
United States	$	101,019	$	85,976	$	293,234	$	238,600
International	65,484		55,463		188,135		158,381
Total revenues	$	166,503	$	141,439	$	481,369	$	396,981

Revenues by geography are based on the billing address of the customer.

Long-Lived Assets


	October 31, 2023		January 31, 2023
United States	$	275,111	$	265,582
International	5,909		5,591
Total long-lived assets	$	281,020	$	271,173

Note 14. Restructuring

On November 15, 2022, the Company authorized a plan to reduce its global headcount by approximately 9%. This plan was adopted as part of a restructuring intended to improve operational efficiencies and operating costs and better align the Company’s workforce with current business needs, top strategic priorities, and key growth opportunities.

ASANA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company has completed payments associated with these restructuring charges in the nine months ended October 31, 2023 and did not incur any restructuring costs during the three and nine months ended October 31, 2023 and 2022. The following table summarizes the Company’s restructuring liabilities (in thousands):


	Restructuring Liability
Beginning balance as of February 1, 2023	$	873
Charges (benefit)	(147)
Payments	(707)
Foreign currency translation adjustment	(19)
Ending balance as of October 31, 2023	$	—

Note 15. Related Party Transactions

During the fiscal year ended January 31, 2020, the Company began leasing certain office facilities from a company affiliated with Board members of the Company. Rent expenses under these leases totaled $0.3 million and $0.5 million during the three months ended October 31, 2023 and 2022, respectively, and $1.2 million and $1.4 million during the nine months ended October 31, 2023 and 2022, respectively.

The Company has entered into an advertising agreement with a company affiliated with a Board member of the Company. Expenses under this agreement totaled $0.3 million and $0.5 million during the three months ended October 31, 2023 and 2022, respectively, and $0.8 million and $1.5 million during the nine months ended October 31, 2023 and 2022, respectively.

The Company has entered into an advertising agreement with a company affiliated with a Board member of the Company. Expenses under this agreement totaled $0.5 million and $0.7 million during the three months ended October 31, 2023 and 2022, respectively, and $1.5 million and $2.5 million during the nine months ended October 31, 2023 and 2022, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on March 24, 2023. As described in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below.

Overview

Asana is a work management platform that helps organizations orchestrate work, from daily tasks to cross-functional strategic initiatives. Customers use Asana to manage everything from product launches to marketing campaigns to organization-wide goal setting. Our platform adds structure to unstructured work, creating clarity, transparency, and accountability to everyone within an organization—individuals, team leads, and executives—so they understand exactly who is doing what, by when.

Asana is flexible and applicable to virtually any use case across departments and organizations of all sizes. We designed our platform to be easy to use and intuitive to all users, regardless of role or technical proficiency. Users can start a project within minutes and onboard team members seamlessly without outside support. We allow users to work the way they want with the interface that is right for them, using lists, calendars, boards, timelines, and workload.

Key Business Metrics

We believe that our growth and financial performance are dependent upon many factors, including the key factors described below.

Paying Customers

We are focused on continuing to grow the number of customers that use our platform, and specifically on growing the number of customers spending over $5,000, or our “Core customers”, and those spending over $100,000 on an annualized basis. Our operating results and growth opportunity depend, in part, on our ability to attract new customers and scale within those same organizations. We believe we have significant greenfield opportunities among addressable customers worldwide and we will continue to invest in our research and development and our sales and marketing organizations to address this opportunity.

We define a customer as a distinct account, which could include a team, company, educational or government institution, organization, or distinct business unit of a company, that is on a paid subscription plan, a free version, or a free trial of one of our paid subscription plans. A single organization may have multiple customers. We define a paying customer as a customer on a paid subscription plan.

We define customers spending over $5,000 and $100,000 as those organizations on a paid subscription plan that had $5,000 or more or $100,000 or more in annualized GAAP revenues in a given quarter, respectively, inclusive of discounts. As customers realize the productivity benefits we provide, our platform often becomes critical to managing their work and achieving their objectives, which drives further adoption and expansion opportunities, and results in higher annualized contract values. We believe that our ability to increase the number of these customers is an important indicator of the components of our business, including: the continued acquisition of new customers, retaining and expanding our user base within existing customers, our continued investment in product development and functionality required by larger organizations, and the strategic expansion of our direct sales force.

As of October 31, 2023, we had 21,346 customers spending over $5,000 who contributed approximately 74% and 72% of revenues for the three and nine months then ended, respectively. As of October 31, 2022, we had 18,700 customers spending over $5,000 who contributed approximately 73% and 71% of revenues for the three and nine months then ended, respectively.

As of October 31, 2023 and 2022, we had 580 and 493 customers, respectively, spending over $100,000.

Dollar-based Net Retention Rate

We expect to derive a portion of our revenue growth from expansion within our existing customer base, where we have an opportunity to expand adoption of Asana across teams, departments, and organizations. We believe that our dollar-based net retention rate demonstrates our opportunity to further expand within our existing customer base, particularly those that generate higher levels of annual revenues.

Our reported dollar-based net retention rate equals the simple arithmetic average of our quarterly dollar-based net retention rate for the four quarters ending with the most recent fiscal quarter. We calculate our dollar-based net retention rate by comparing our revenues from the same set of customers in a given quarter, relative to the comparable prior-year period. To calculate our dollar-based net retention rate for a given quarter, we start with the revenues in that quarter from customers that generated revenues in the same quarter of the prior year. We then divide that amount by the revenues attributable to that same group of customers in the prior-year quarter. Current period revenues include any upsells and are net of contraction or attrition over the trailing 12 months, but exclude revenues from new customers in the current period. We expect our dollar-based net retention rate to fluctuate due to a number of factors, including the expected growth of our revenue base, the level of penetration within our customer base, our ability to retain our customers, and the macroeconomic environment. For example, current macroeconomic headwinds have impacted customers’ renewal decisions and we expect this trend to continue into fiscal year 2025.

As of October 31, 2023 and 2022, our dollar-based net retention rate was over 100% and over 120%, respectively. As of October 31, 2023 and 2022, our dollar-based net retention rate for our Core customers, customers spending over $5,000 on an annualized basis, was over 105% and over 128%, respectively. As of October 31, 2023 and 2022, our dollar-based net retention rate for customers spending over $100,000 on an annualized basis was over 120% and over 140%, respectively.

Current Economic Conditions

Global macroeconomic events including elevated inflation, the U.S. Federal Reserve raising interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, the Russian invasion of Ukraine, the armed conflict in Israel and the Gaza Strip, and the residual impact of the COVID-19 pandemic have led to economic uncertainty. These macroeconomic conditions have and are likely to continue to have adverse effects on the rate of global IT spending, including the buying patterns of our customers and prospective customers, and the length of our sales cycles. While the current macroenvironment is challenging and may continue for the near term, we are encouraged by the future of work that we are building at Asana, where every organization can work from a shared system driving clarity and accountability powered by the Asana platform.

Reduction in Force

On November 15, 2022, we announced a reduction of our global workforce by approximately 9% to improve operational efficiencies and operating costs and better align the Company’s workforce with current business needs, top strategic priorities, and key growth opportunities. We do not expect to incur additional expenses of any significance related to the reduction in force in future periods.

Components of Results of Operations

Revenues

We generate subscription revenues from paying customers accessing our cloud-based platform. Subscription revenues are driven primarily by the number of paying customers, the number of paying users within the customer base, and the level of subscription plan. We recognize revenues ratably over the related contractual term beginning on the date that the platform is made available to a customer.

Due to the ease of implementation of our platform, revenues from professional services have been immaterial to date.

Cost of Revenues

Cost of revenues consists primarily of the cost of providing our platform to free users and paying customers and is comprised of third-party hosting fees, personnel-related expenses for our operations and support personnel including allocated overhead costs for facilities and shared IT-related expenses, third-party implementation services partner fees, credit card processing fees, and amortization of our capitalized internal-use software costs.

As we acquire new customers and existing customers increase their use of our cloud-based platform, we expect that our cost of revenues will continue to increase.

Gross Profit and Gross Margin

Gross profit, or revenues less cost of revenues, and gross margin, or gross profit as a percentage of revenues, has been and will continue to be affected by various factors, including the timing of our acquisition of new customers, renewals of and follow-on sales to existing customers, costs associated with operating our cloud-based platform, and the extent to which we expand our operations and customer support organizations. We expect our gross profit to increase in dollar amount and our subscription gross margin to remain relatively consistent over the long term.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, employer payroll taxes, benefits, stock-based compensation expense, and, in the case of sales and marketing expenses, sales commissions. Operating expenses also include an allocation of overhead costs for facilities and shared IT-related expenses, including depreciation expense.

Research and Development

Research and development expenses consist primarily of personnel-related expenses. These expenses also include product design costs, third-party services and consulting expenses, software subscriptions and computer equipment used in research and development activities, and allocated overhead costs. A substantial portion of our research and development efforts are focused on enhancing our software architecture and adding new features and functionality to our platform. We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and development expenses to continue to increase in dollar amount, but to decrease as a percentage of revenues over time.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses and expenses for performance marketing, brand marketing, pipeline generation, and sponsorship activities. These expenses also include allocated overhead costs and travel-related expenses. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit of three years.

We continue to make strategic investments in our sales and marketing organization, and we expect sales and marketing expenses to remain our largest operating expense in dollar amount. We expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenues over time, although the percentage may fluctuate from quarter to quarter depending on the extent and timing of our initiatives.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions and expensed computer equipment, certain tax, license, and insurance-related expenses, and allocated overhead costs.

We have recognized and will continue to recognize certain expenses as part of being a publicly traded company, consisting of professional fees and other expenses. As a public company, we incur additional costs associated with

accounting, compliance, insurance, and investor relations. We expect our general and administrative expenses to continue to increase in dollar amount for the foreseeable future but to generally decrease as a percentage of our revenues, although the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses.

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

Interest income and other income (expense), net consists of income earned on our marketable securities and investments, in addition to foreign currency transaction gains and losses.

Interest expense consists of interest expense from our credit facilities.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. To date, we have not recorded a material provision for income taxes for any of the periods presented other than for foreign income tax. We have recorded deferred tax assets for which we provide a full valuation allowance, which primarily include net operating loss carryforwards and research and development tax credit carryforwards. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not the deferred tax assets will not be realized based on our history of losses.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.



	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Revenues	$	166,503	$	141,439	$	481,369	$	396,981
Cost of revenues (1)	16,053		15,160		47,132		41,354
Gross profit	150,450		126,279		434,237		355,627
Operating expenses:
Research and development (1)	81,028		75,509		241,715		215,947
Sales and marketing (1)	98,349		113,713		288,034		320,228
General and administrative (1)	34,494		38,165		106,537		128,064
Total operating expenses	213,871		227,387		636,286		664,239
Loss from operations	(63,421)		(101,108)		(202,049)		(308,612)
Interest income and other income (expense), net	3,479		1,291		13,310		(219)
Interest expense	(1,012)		(457)		(2,947)		(1,125)

Loss before provision for income taxes	(60,954)		(100,274)		(191,686)		(309,956)
Provision for income taxes	796		631		2,946		2,786
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)

__________________

(1)Amounts include stock-based compensation expense as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Cost of revenues	$	413	$	461	$	1,177	$	1,200
Research and development	29,384		25,030		83,928		70,606
Sales and marketing	15,584		15,018		43,438		43,028
General and administrative	7,485		7,482		22,026		21,000
Total stock-based compensation expense	$	52,866	$	47,991	$	150,569	$	135,834

The following table sets forth the components of our statements of operations data, for each of the periods presented, as a percentage of revenues.



	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(percent of revenues)
Revenues	100	%	100	%	100	%	100	%
Cost of revenues	10		11		10		10
Gross margin	90		89		90		90
Operating expenses:
Research and development	49		53		50		54
Sales and marketing	59		80		60		81
General and administrative	21		27		22		32
Total operating expenses	128		161		132		167
Loss from operations	(38)		(71)		(42)		(78)
Interest income and other income (expense), net	2		*		3		*
Interest expense	*		*		*		*

Loss before provision for income taxes	(37)		(71)		(40)		(78)
Provision for income taxes	*		*		*		*
Net loss	(37)	%	(71)	%	(40)	%	(79)	%

_______________

* Less than 1%

Note: Certain figures may not sum due to rounding.

Comparison of Three Months Ended October 31, 2023 to Three Months Ended October 31, 2022

Revenues


	Three Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Revenues	$	166,503	$	141,439	$	25,064	18	%

Revenues increased $25.1 million, or 18%, during the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The increase in revenues was due to the addition of new paying customers, a continued shift in our sales mix toward our higher priced subscription plans, such as Enterprise and Business plans, and revenues generated from our existing paying customers expanding their use of our solution as reflected by our dollar-based net retention rate of over 100% as of October 31, 2023.

Cost of Revenues and Gross Margin


	Three Months Ended October 31,
	2023			2022			$ Change		% Change
	(dollars in thousands)
Cost of revenues	$	16,053		$	15,160		$	893	6	%
Gross margin	90		%	89		%

Cost of revenues increased $0.9 million, or 6%, during the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The increase was primarily due to an increase of $1.3 million in infrastructure and application performance monitoring costs, an increase of $0.6 million in third-party hosting costs as we continued to increase capacity to support customer usage and growth of our customer base, partially offset by a decrease of $0.8 million in personnel-related costs and a decrease of $0.2 million in fees to third party support vendors.

Our gross margin increased during the three months ended October 31, 2023 compared to the three months ended October 31, 2022 as we increased our revenues, more efficiently managed third-party hosting costs, and realized benefits due to economies of scale resulting from increased efficiency with our technology and infrastructure.

Operating Expenses


	Three Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Research and development	$	81,028	$	75,509	$	5,519	7	%
Sales and marketing	98,349		113,713		(15,364)		(14)	%
General and administrative	34,494		38,165		(3,671)		(10)	%
Total operating expenses	$	213,871	$	227,387	$	(13,516)	(6)	%

Research and Development

Research and development expenses increased $5.5 million, or 7%, during the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The increase was primarily due to $7.2 million in personnel-related costs due to increased headcount, partially offset by an increase of $2.1 million in capitalized software development costs.

Sales and Marketing

Sales and marketing expenses decreased $15.4 million, or 14%, during the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The decrease was primarily due to a decrease of $10.4 million in fees to marketing vendors, a decrease of $1.5 million in fees to third party support vendors, a decrease of $1.4 million in personnel-related costs due to decreased headcount, and a decrease of $1.4 million in allocated overhead costs.

General and Administrative

General and administrative expenses decreased $3.7 million, or 10%, during the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The decrease was primarily due to a decrease of $2.1 million in personnel-related costs due to decreased headcount, a decrease of $1.3 million in allocated overhead costs, a decrease of $0.6 million in fees to third party support vendors, and a decrease of $0.5 million in insurance expenses, partially offset by an increase of $1.0 million in provision for credit losses.

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


	Three Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Interest income and other income (expense), net	$	3,479	$	1,291	$	2,188	169	%
Interest expense	(1,012)		(457)		(555)		121	%

Interest income and other income (expense), net increased $2.2 million during the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily due to an increase in interest income on marketable securities. Interest expense increased by $0.6 million during the three months ended October 31, 2023 compared to the three months ended October 31, 2022, primarily due to an increase in interest rates and average loan balance.

Comparison of Nine Months Ended October 31, 2023 to Nine Months Ended October 31, 2022

Revenues


	Nine Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Revenues	$	481,369	$	396,981	$	84,388	21	%

Revenues increased $84.4 million, or 21%, during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase in revenues was due to the addition of new paying customers, a continued shift in our sales mix toward our higher priced subscription plans, such as Enterprise and Business plans, and revenues generated from our existing paying customers expanding their use of our solution as reflected by our dollar-based net retention rate of over 100% as of October 31, 2023.

Cost of Revenues and Gross Margin


	Nine Months Ended October 31,
	2023			2022			$ Change		% Change
	(dollars in thousands)
Cost of revenues	$	47,132		$	41,354		$	5,778	14	%
Gross margin	90		%	90		%

Cost of revenues increased $5.8 million, or 14%, during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase was primarily due to an increase of $3.8 million in third-party hosting costs as we increased capacity to support customer usage and growth of our customer base, an increase of $1.7 million in infrastructure and application performance monitoring costs, an increase of $1.3 million in credit card processing fees, and an increase of $0.8 million in amortization of capitalized software development costs, partially offset by a decrease of $1.3 million in personnel-related costs due to decreased headcount, a decrease of $0.4 million in fees to third party support vendors, and a decrease of $0.1 million in depreciation expense.

Our gross margin stayed consistent during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022.

Operating Expenses


	Nine Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Research and development	$	241,715	$	215,947	$	25,768	12	%
Sales and marketing	288,034		320,228		(32,194)		(10)	%
General and administrative	106,537		128,064		(21,527)		(17)	%
Total operating expenses	$	636,286	$	664,239	$	(27,953)	(4)	%

Research and Development

Research and development expenses increased $25.8 million, or 12%, during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase was primarily due to $26.3 million in personnel-related costs due to increased headcount and an increase of $4.7 million in allocated overhead costs also as a result of increased headcount, partially offset by an increase of $5.8 million in capitalized software development costs.

Sales and Marketing

Sales and marketing expenses decreased $32.2 million, or 10%, during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The decrease was primarily due to a decrease of $30.2 million in fees to marketing vendors, a decrease of $2.5 million in fees to third party support vendors, and a decrease of $0.9 million in allocated overhead costs, partially offset by an increase of $1.9 million in travel and entertainment costs.

General and Administrative

General and administrative expenses decreased $21.5 million, or 17%, during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The decrease was primarily due to a decrease of $10.3 million in personnel-related costs due to decreased headcount, a decrease of $4.5 million in value-added tax reserves, a decrease of $4.4 million in fees to third party support vendors, a decrease of $3.7 million in allocated overhead costs, a decrease of $2.6 million in professional services, and a decrease of $1.4 million in insurance expenses, partially offset by an increase of $5.0 million in impairment charges related to subleased office space and an increase of $0.9 million in provision for credit losses.

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


	Nine Months Ended October 31,
	2023		2022		$ Change		% Change
	(dollars in thousands)
Interest income and other income (expense), net	$	13,310	$	(219)	$	13,529	(6,178)	%
Interest expense	(2,947)		(1,125)		(1,822)		162	%

Interest income and other income (expense), net increased $13.5 million during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, due to an increase of $12.7 million in interest income on marketable securities and a decrease of $0.8 million in losses on foreign currency transactions. Interest expense increased by $1.8 million during the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022, primarily due to an increase in interest rates.

Non-GAAP Financial Measures

The following tables present certain non-GAAP financial measures for each period presented below. In addition to our results determined in accordance with GAAP, we believe these non-GAAP financial measures are useful in evaluating our operating performance. See below for a description of the non-GAAP financial measures and their limitations as an analytical tool.



	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Non-GAAP loss from operations	$	(9,849)	$	(52,573)	$	(42,488)	$	(169,916)
Non-GAAP net loss	$	(8,178)	$	(52,370)	$	(35,071)	$	(174,046)
Free cash flow	$	(11,465)	$	(48,517)	$	(13,433)	$	(133,049)

Non-GAAP Loss From Operations and Non-GAAP Net Loss

We define non-GAAP loss from operations as loss from operations plus stock-based compensation expense and the related employer payroll tax associated with restricted stock units, or RSUs, impairment of long-lived assets, as well as non-recurring costs, such as restructuring costs. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and that do not correlate to the operation of the business. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business, to facilitate comparison of our results to those of peer companies, and to facilitate comparison over multiple periods.

We define non-GAAP net loss as net loss plus stock-based compensation expense and the related employer payroll tax associated with RSUs, impairment of long-lived assets and non-recurring costs such as restructuring costs.

We use non-GAAP loss from operations and non-GAAP net loss in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP loss from operations and non-GAAP net loss provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Free Cash Flow

We define free cash flow as net cash from operating activities less cash used for purchases of property and equipment and capitalized internal-use software costs, plus non-recurring expenditures such as capital expenditures from the purchases of property and equipment associated with the build-out of our corporate headquarters in San Francisco, and restructuring costs. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment and capitalized internal-use software costs, adjusted for non-recurring expenditures.

Limitations and Reconciliations of Non-GAAP Financial Measures

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. In addition, free cash flow does not reflect our future contractual commitments and the total increase or decrease of our cash balance for a given period. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most

directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.

Non-GAAP Loss From Operations



	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Loss from operations	$	(63,421)	$	(101,108)	$	(202,049)	$	(308,612)
Add:
Stock-based compensation and related employer payroll tax associated with RSUs	53,572		48,535		154,699		138,696
Impairment of long-lived assets	—		—		5,009		—
Restructuring costs	—		—		(147)		—

Non-GAAP loss from operations	$	(9,849)	$	(52,573)	$	(42,488)	$	(169,916)

Non-GAAP Net Loss


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Add:
Stock-based compensation and related employer payroll tax associated with RSUs	53,572		48,535		154,699		138,696
Impairment of long-lived assets	—		—		5,009		—
Restructuring costs	—		—		(147)		—



Non-GAAP net loss	$	(8,178)	$	(52,370)	$	(35,071)	$	(174,046)

Free Cash Flow



	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Net cash provided by (used in) investing activities	$	(140,738)	$	51,977	$	(270,205)	$	33,896
Net cash provided by financing activities	$	6,669	$	355,323	$	16,418	$	366,457
Net cash used in operating activities	$	(8,233)	$	(46,178)	$	(2,594)	$	(128,959)
Less:
Purchases of property and equipment	(1,255)		(1,457)		(7,221)		(3,140)
Capitalized internal-use software costs	(1,977)		(882)		(4,325)		(952)
Add:
Restructuring costs paid	—		—		707		—
Purchases of property and equipment for build-out of corporate headquarters	—		—		—		2

Free cash flow	$	(11,465)	$	(48,517)	$	(13,433)	$	(133,049)

Liquidity and Capital Resources

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock, the issuance of senior mandatory convertible promissory notes in January and June 2020 to a trust affiliated with our CEO, cash generated from the sale of subscriptions to our platform, and financing activities including the private placement transaction with our CEO. We have generated losses from our operations as reflected in our accumulated deficit of $1,432.2 million as of October 31, 2023 and negative cash flows from operating activities for the nine months ended October 31, 2023, and 2022.

As of October 31, 2023, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $530.0 million.

In November 2022, we entered into a four-year credit agreement with SVB, which provided for a senior secured credit facilities in the aggregate principal amount of up to $150.0 million, consisting of a term loan facility in the aggregate principal amount of $50.0 million and a revolving loan facility in an aggregate principal amount of up to $100.0 million, including a $30.0 million letter of credit sub-facility (as amended on April 13, 2023, the “November 2022 Senior Secured Credit Facility”). The November 2022 Senior Secured Credit Facility refinanced the April 2020 Senior Secured Term Loan and terminates on November 7, 2026.

Borrowings under the November 2022 Senior Secured Credit Facility may be designated as ABR Loans or SOFR Loans, subject to certain terms and conditions under the agreement. Interest will accrue on any outstanding balance at a floating rate tied to the adjusted term SOFR, the prime rate or the federal funds effective rate. Interest is payable monthly in arrears. Pursuant to the terms of the revolving credit facility, we are required to pay an annual commitment fee that accrues at a rate of 0.15% per annum on the unused portion of the borrowing commitments under the revolving credit facility. Refer to Note 6. Debt for further details.

As of October 31, 2023, under the November 2022 Senior Secured Credit Facility there was $50.0 million drawn and $47.5 million was outstanding under the term loan, no amounts outstanding under the revolving credit facility and an aggregate $21.4 million in letters of credit issued under the credit sub-facility. Our total available borrowing capacity under the revolving credit facility was $78.6 million as of October 31, 2023.

On March 27, 2023, First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement to purchase assets and liabilities of SVB, inclusive of our November 2022 Senior Secured Credit Facility. We continue to have the ability to make additional borrowings under the November 2022 Senior Secured Credit Facility which is now held by SVB as a division of First Citizens.

In September 2022, we issued and sold 19,273,127 shares of our Class A common stock to our CEO in a private placement transaction at a purchase price of $18.16 per share, based on the closing trading price of our Class A common stock on September 2, 2022, for aggregate proceeds of approximately $350 million. Refer to Note 10. Stockholders’ Deficit for details.

A substantial source of our cash provided by operating activities is our customer billings for subscription to our platform. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is included on our condensed consolidated balance sheets as a liability and is recorded as revenues over the term of the subscription agreement. As of October 31, 2023, we had $255.4 million of deferred revenue, of which $249.7 million was recorded as a current liability. This deferred revenue will be recognized as revenues when all of the revenue recognition criteria are met.

We assess our liquidity primarily through our cash on hand as well as the projected timing of billings under contract with our paying customers and related collection cycles. We believe our current cash, cash equivalents, marketable securities, and amounts available under our November 2022 Senior Secured Credit Facility will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth rate, subscription renewal activity, billing frequency, our dollar-based-net-retention rate, the timing and extent of spending to support our research and development efforts, particularly for the introduction of new and enhanced products and features, the performance of sales and marketing activities, costs associated with international expansion, additional capital expenditures to invest in existing and new office spaces, as well as increased general and administrative expenses to support being a publicly traded company. We may, in the future, enter into arrangements to acquire or invest in

complementary businesses, services, and technologies, including intellectual property rights. We may seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition would be adversely affected. Additionally, cash from operations could also be affected by various risks and uncertainties in connection with the impact of an economic downturn or recession, significant market volatility in the global economy, timing and ability to collect payments from our customers and other risks detailed in Part II—Other Information, Item 1A. Risk Factors.

Cash Flows

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



	Nine Months Ended October 31,
	2023		2022

	(in thousands)
Net cash used in operating activities	$	(2,594)	$	(128,959)
Net cash provided by (used in) investing activities	(270,205)		33,896
Net cash provided by financing activities	16,418		366,457

Operating Activities

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel-related expenses, marketing expenses, and third-party hosting-related and software expenses. In the last several years, we have generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the sale of equity and equity-linked securities.

Net cash used in operating activities of $2.6 million for the nine months ended October 31, 2023 reflects our net loss of $194.6 million, adjusted by non-cash items such as stock-based compensation expense of $150.6 million, amortization of deferred contract acquisition costs of $16.0 million, non-cash lease expense of $14.0 million, depreciation and amortization of $10.4 million, impairment of long-lived assets of $5.0 million, provision for expected credit losses of $2.1 million, and net cash outflows of $4.5 million from changes in our operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities primarily consisted of a $16.9 million decrease in accrued expenses and other liabilities primarily from accrued payroll liabilities, a $13.8 million increase in prepaid expenses and other current assets related to an increase in deferred contract acquisition costs, and a $12.3 million decrease in operating lease liabilities. These amounts were partially offset by a $21.8 million increase in deferred revenue resulting from increased billings for subscriptions, a $12.3 million decrease in accounts receivable, a $3.6 million increase in accounts payable, and a $0.7 million decrease in other assets.

Net cash used in operating activities of $129.0 million for the nine months ended October 31, 2022 reflects our net loss of $312.7 million, adjusted by non-cash items such as stock-based compensation expense of $135.8 million, non-cash lease expense of $11.4 million, amortization of deferred contract acquisition costs of $10.5 million, depreciation and amortization of $9.5 million, provision for expected credit losses of $1.0 million, and net cash inflows of $15.4 million from changes in our operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities primarily consisted of a $40.6 million increase in deferred revenue, resulting from increased billings for subscriptions and a $15.2 million increase in accrued expenses and other liabilities primarily from increases in accrued sales and value-added taxes as well as other liabilities. These amounts were partially offset by a $22.2 million increase in prepaid expenses and other current assets related to an increase in other current assets and deferred contract acquisition costs, a $10.4 million decrease in operating lease liabilities, a $3.3 million decrease in accounts payable, a $3.2 million increase in other assets, and a $1.4 million increase in accounts receivable.

Investing Activities

Net cash used in investing activities of $270.2 million for the nine months ended October 31, 2023 consisted of $284.3 million in purchases of marketable securities, $7.2 million in purchases of property and equipment, and $4.3 million in capitalized internal-use software costs. This was partially offset by $25.6 million in maturities of marketable securities.

Net cash provided by investing activities of $33.9 million for the nine months ended October 31, 2022 consisted of $110.2 million in maturities of marketable securities. This was partially offset by $72.2 million in purchases of marketable securities, $3.1 million in purchases of property and equipment from an increase in leasehold improvements and furniture and fixtures, and $1.0 million in capitalized internal-use software costs.

Financing Activities

Net cash provided by financing activities of $16.4 million for the nine months ended October 31, 2023 consisted of $15.1 million in proceeds from our employee stock purchase plan and $3.9 million in proceeds from the exercise of stock options, partially offset by $2.5 million for the repayment of our term loan.

Net cash provided by financing activities of $366.5 million for the nine months ended October 31, 2022 consisted of $347.4 million in proceeds from the private placement financing net of offering costs, $17.1 million in proceeds from our employee stock purchase plan and $4.6 million in proceeds from the exercise of stock options, partially offset by $2.7 million for the repayment of our term loan.

Contractual Obligations and Commitments

During the nine months ended October 31, 2023, there were no material changes in our contractual obligations and other commitments, as disclosed in our Annual Report on Form 10-K filed with the SEC on March 24, 2023.

For further information on our commitments and contingencies, refer to Note 7. Commitments and Contingencies in the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.

In November 2022, we entered into the November 2022 Senior Secured Credit Facility with SVB, as discussed in Liquidity and Capital Resources above.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. Additionally, in connection with the listing of our Class A common stock on the NYSE, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our financial position, results of operations, or cash flows.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

Except for the following, there have been no changes to our critical accounting policies and estimates during the nine months ended October 31, 2023 as compared to those disclosed in our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in our Annual Report on Form 10-K filed with the SEC on March 24, 2023.

Leases

The Company currently subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations.

Recent Accounting Pronouncements

See Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

We have operations in the United States and internationally, and we are exposed to certain market risks in the ordinary course of our business.

Interest Rate Risk

Our cash, cash equivalents, and marketable securities primarily consist of cash on hand and highly liquid investments in money market funds, U.S. government securities, corporate bonds, and commercial paper. As of October 31, 2023 and January 31, 2023, we had cash and cash equivalents of $268.3 million and $526.6 million, respectively, and marketable securities of $261.7 million and $2.7 million, respectively. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair value of our investments. As of October 31, 2023, a hypothetical increase in interest rates by 100 basis points would not have a material impact on our condensed consolidated financial statements.

Any borrowings under the revolving credit facility bear interest at a variable rate tied to the adjusted term SOFR, the prime rate, or the federal funds effective rate. As of October 31, 2023, we had $47.5 million outstanding under the revolving credit facility. We do not have any other long-term debt or financial liabilities with floating interest rates that would subject us to interest rate fluctuations. As of October 31, 2023, a hypothetical increase of 100 basis points in interest rates would not have a material impact on our condensed consolidated financial statements.

Foreign Currency Risk

The majority of our subscription agreements are denominated in U.S. dollars, with the remainder generated in Euros, British Pounds, Australian Dollars, Japanese Yen, Mexican Pesos, Brazilian Reais, Canadian Dollars, and South Korean Won. A portion of our operating expenses are incurred outside the United States, denominated in foreign currencies, and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Canadian Dollar, Australian Dollar, Japanese Yen, Icelandic Krona, Singapore Dollar, and Swiss Franc. Our results of operations and cash flows are, therefore, subject to fluctuations in foreign currency exchange rates that are unrelated to our operating performance.

As exchange rates may fluctuate significantly between periods, our non-U.S. dollar denominated revenue and operating expenses may also experience significant fluctuations between periods as we convert these to U.S. dollars. Volatile market conditions arising from the macro environment have and may in the future result in significant changes in exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar has and may in the future negatively affect our revenue expressed in U.S. dollars. In the nine months ended October 31, 2023, 23% of our sales were denominated in currencies other than U.S. dollars. Our expenses, by contrast, are primarily denominated in U.S. dollars. As a result, any increase in the value of the U.S. dollar against these foreign currencies could cause our revenue to decline relative to our costs, thereby decreasing our margins. We disclose the impact of realized foreign currency gains and losses within Note 11. Interest Income and Other Income (Expense), Net. A hypothetical 10% change in foreign currency rates would not have resulted in material gains or losses for the nine months ended October 31, 2023 and 2022.

As the impact of foreign currency exchange rates are not projected to be material to our operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of October 31, 2023. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

ITEM 1A. RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our Class A common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.

Risks Related to Our Business and Industry

We have experienced rapid growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced rapid growth in recent periods and we may not be able to achieve similar revenue growth rates in the future. Further, as we operate in a new and rapidly changing category of work management software, widespread acceptance and use of our platform is critical to our future growth and success. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

•attract new individuals, teams, and organizations as customers;

•grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;

•price and package our subscription plans effectively;

•convert individuals, teams, and organizations on our free and trial versions into paying customers;

•achieve widespread acceptance and use of our platform, including in markets outside of the United States;

•strategically expand our direct sales force and leverage our existing sales capacity;

•expand the features and capabilities of our platform including deployment of artificial intelligence features in our product;

•provide excellent customer experience and customer support;

•maintain the security and reliability of our platform;

•successfully compete against established companies and new market entrants, as well as existing software tools; and

•increase awareness of our brand on a global basis.

If we are unable to accomplish these tasks, our revenue growth would be harmed. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed, and we may not be able to achieve or maintain profitability.

We have a limited operating history at our current scale, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have been growing rapidly in recent periods and, as a result, have a relatively short history operating our business at its current scale. Furthermore, we operate in an industry that is characterized by rapid technological innovation, intense competition, changing customer needs, and frequent introductions of new products, technologies, and services. In particular, advancements in technology such as artificial intelligence and machine learning are changing the way people work by automating tasks, enhancing communication, and improving decision-making processes, and businesses that are slow to adopt these new technologies may face a competitive disadvantage. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in evolving industries. In addition, our future growth rate is subject to a number of uncertainties, such as general macroeconomic and market conditions, including the residual impact of the COVID-19 pandemic, rising interest rates, inflation, actual or anticipated bank failures, instability in financial markets, and economic downturns or recessions in the regions in which we do business. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, results of operations, and financial condition would suffer.

We have a history of losses, and we may not be able to achieve profitability or, if achieved, sustain profitability.

We have incurred net losses in each fiscal year since our founding. We generated net losses of $194.6 million and $312.7 million for the nine months ended October 31, 2023 and 2022, respectively. As of October 31, 2023, we had an accumulated deficit of $1,432.2 million. We do not expect to be profitable in the near future, and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. These losses reflect, among other things, the significant investments we made to develop and commercialize our platform, serve our existing customers, and broaden our customer base.

We expect to continue to make future investments and expenditures related to the growth of our business, including:

•strategic investment in our sales and marketing activities;

•continued investments in research and development to introduce new features and enhancements to our platform, including integration of artificial intelligence in our product;

•hiring employees necessary to support our goals;

•investments in infrastructure;

•leveraging our operations across our multiple geographies; and

•costs associated with our general and administrative organization.

As a result of these investments and expenditures, we may experience losses in future periods that may increase significantly. Therefore, our losses in future periods may be significantly greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that they may not result in increases in our revenues. We cannot be certain that we will be able to achieve, sustain, or increase profitability on a quarterly or annual basis. Any failure by us to achieve and sustain profitability would cause the trading price of our Class A common stock to decline.

We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability in the near and medium term.

A significant part of our business strategy and culture is to focus on long-term growth and customer success over short-term financial results. For example, in the nine months ended October 31, 2023, we decreased our operating expenses to $636.3 million as compared to $664.2 million in the nine months ended October 31, 2022. In the nine months ended October 31, 2023, our net loss decreased to $194.6 million from $312.7 million in the nine months ended October 31, 2022. As a result, in the near and medium term, we may continue to operate at a loss, or our near- and medium-term profitability may be lower than it would be if our strategy were to maximize near- and

medium-term profitability. We expect to continue making expenditures on sales and marketing efforts, and expenditures to grow our platform and develop new features, integrations, capabilities, and enhancements to our platform. Such expenditures may not result in improved business results or profitability over the long term. If we are ultimately unable to achieve or improve profitability at the level or during the time frame anticipated by securities or industry analysts and our stockholders, the trading price of our Class A common stock may decline.

Our quarterly results may fluctuate significantly and may not meet our expectations or those of investors or securities analysts.

Our quarterly results of operations, including the levels of our revenues, deferred revenue, working capital, and cash flows, may vary significantly in the future, such that period-to-period comparisons of our results of operations may not be meaningful. Our quarterly financial results may fluctuate due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

•the level of demand for our platform;

•our ability to grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;

•the timing and success of new features, integrations, capabilities, and enhancements by us to our platform, or by our competitors to their products, including the development and deployment of artificial intelligence driven features, or any other changes in the competitive landscape of our market;

•our ability to achieve widespread acceptance and use of our platform;

•errors in our forecasting of the demand for our platform, which would lead to lower revenues, increased costs, or both;

•the amount and timing of operating expenses and capital expenditures, as well as entry into operating leases, that we may incur to maintain and expand our business and operations and to remain competitive;

•the timing of expenses and recognition of revenues;

•security breaches, technical difficulties, or interruptions to our platform;

•pricing pressure as a result of competition or otherwise;

•adverse litigation judgments, other dispute-related settlement payments, or other litigation-related costs;

•the number of new employees hired;

•the timing of the grant or vesting of equity awards to employees, directors, or consultants;

•seasonal buying patterns for software spending;

•declines in the values of foreign currencies relative to the U.S. dollar;

•rising global interest rates, which may affect our customers’ spending patterns and our return on investments;

•impact of inflation on our costs and on customer spending;

•changes in, and continuing uncertainty in relation to, the legislative or regulatory environment;

•legal and regulatory compliance costs in new and existing markets;

•costs and timing of expenses related to the potential acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

•health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses; and

•general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability and their effects on software spending.

Any one or more of the factors above may result in significant fluctuations in our quarterly results of operations, which may negatively impact the trading price of our Class A common stock. You should not rely on our past results as an indicator of our future performance.

The variability and unpredictability of our quarterly results of operations or other operating metrics could result in our failure to meet our expectations or those of investors or analysts with respect to revenues or other metrics for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the trading price of our Class A common stock would fall, and we would face costly litigation, including securities class action lawsuits.

Our November 2022 restructuring may not result in the savings or operational efficiencies anticipated and could result in total costs and expenses that are greater than expected.

On November 15, 2022, we authorized a plan to reduce our global headcount by approximately 9%. This plan was adopted as part of a restructuring intended to improve operational efficiencies and operating costs and better align our workforce with current business needs, top strategic priorities, and key growth opportunities. We may incur additional expenses not currently contemplated due to events associated with the reduction in force, for example, the reduction in force may have a future impact on other areas of our liabilities and obligations, which could result in losses in future periods. We may not realize, in full or in part, the anticipated benefits and savings from this restructuring due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition would be adversely affected. In addition, we may need to undertake additional workforce reductions or restructuring activities in the future.

We may not be able to effectively manage our growth.

We have experienced rapid growth and increased demand for our platform. The growth and expansion of our business and platform may place a significant strain on our management, operational, and financial resources. We are required to manage multiple relationships with various strategic partners, customers, and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, our systems, procedures, or internal controls may not be adequate to support our operations, and our management may not be able to manage such growth effectively. To effectively manage our growth, we must continue to implement and improve our operational, financial, and management information systems and expand, train, and manage our employee base.

The COVID-19 pandemic affected how we, our partners, and our customers operate and has adversely affected the global economy, and the impact and extent to which this will affect our business, future results of operations, and financial condition remains uncertain.

The COVID-19 pandemic and efforts to control its spread and severity significantly curtailed the movement of people, goods, and services worldwide. Our operations and the operations of our partners, vendors, and customers were disrupted by the COVID-19 pandemic beginning March 2020. While we have since re-opened our physical offices and shifted to an office-centric hybrid work model, should the COVID-19 pandemic worsen, or other public health crises emerge, our operations, the operations of our partners, vendors, and customers could be further disrupted.

While the full impact of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, it has had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown.

While we have developed and will continue to develop plans to help mitigate any continuing negative impacts of COVID-19 or other public health crises on our business and operations, these efforts may not be effective. Accordingly, it is not possible for us to predict the duration and extent to which this will affect our business, future results of operations, and financial condition at this time.

If we are unable to attract new customers, convert individuals, teams, and organizations using our free and trial versions into paying customers, and expand usage within organizations or develop new features, integrations, capabilities, and enhancements that achieve market acceptance, our revenue growth would be harmed.

To increase our revenues and achieve profitability, we must increase our customer base through various methods, including but not limited to, adding new customers, converting individuals, teams, and organizations using our free and trial versions into paying customers, and expanding usage within organizations. We encourage customers on our free and trial versions to upgrade to paid subscriptions plans and customers of our Premium plan to upgrade to our Business or Enterprise plans. Additionally, we seek to expand within organizations by adding new customers, having organizations upgrade to our Business or Enterprise plans, or expanding their use of our platform into other departments within an organization. While we have experienced significant growth in the number of customers, we do not know whether we will continue to achieve similar customer growth rates in the future. Numerous factors may impede our ability to add new customers, convert individuals, teams, and organizations using our free and trial versions into paying customers, expand usage within organizations, and sell subscriptions to our platform, including but not limited to, our failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate our current sales and marketing personnel, failure to develop or expand relationships with partners, failure to compete effectively against alternative products or services, failure to successfully deploy new features and integrations, failure to provide a quality customer experience and customer support, or failure to ensure the effectiveness of our marketing programs. Additionally, as we focus on increasing our sales to larger organizations, we will be required to deploy sophisticated and costly sales efforts, which may result in longer sales cycles. Sales efforts targeted at larger customers typically involve greater costs, longer sales cycles, greater competition, and less predictability in completing some of our sales. In the large enterprise market, the customer’s decision to use our platform can sometimes be an enterprise-wide decision, in which case, we will likely be required to provide greater levels of customer education to familiarize potential customers with the use and benefits of our platform, as well as training and support. In addition, larger enterprise organizations may demand more customization, integration and support services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales, research and development, and customer support resources to these customers, resulting in increased costs, lengthened sales cycles, and diversion of our own sales and professional services resources to a smaller number of larger customers. If our efforts to sell to organizations of all sizes are not successful or do not generate additional revenues, our business, results of operations, and financial condition would suffer.

In addition, we believe that many of our new customers originate from word-of-mouth and other non-paid referrals from existing customers, so we must ensure that our existing customers remain loyal to our platform in order to continue receiving those referrals. Our ability to attract new customers and increase revenues from existing paying customers depends in large part on our ability to continually enhance and improve our platform and the features, integrations, and capabilities we offer, and to introduce compelling new features, integrations, and capabilities that reflect the changing nature of our market in order to maintain and improve the quality and value of our platform. Accordingly, we must continue to invest in research and development and in our ongoing efforts to improve and enhance our platform. The success of any enhancement to our platform depends on several factors, including timely completion and delivery, competitive pricing and packaging, adequate quality testing, integration with new and existing technologies, including artificial intelligence, and overall market acceptance. Any new features, integrations, and capabilities that we develop may not be introduced in a timely or cost-effective manner, may contain errors, failures, vulnerabilities, or bugs, or may not achieve the market acceptance necessary to generate significant revenues. We may have limited insight into the data privacy or security practices of third-party data suppliers for our artificial intelligence algorithms.

Moreover, our business is subscription based, and customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire, and we cannot ensure that customers will renew subscriptions with a similar contract period, with the same or greater number of users, or for the same level of subscription plan or upgrade to Business and Enterprise plans. Customers may or may not renew their subscription plans as a result of a number of factors, including their satisfaction or dissatisfaction with our platform, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of general economic conditions including a downturn or recession, rising inflation and rising interest rates, or customers’ budgetary constraints. If customers do not renew their subscriptions, renew on less favorable terms, or fail to add more individuals, teams, and organizations, or if we fail to upgrade individuals, teams, and organizations from our free or trial plans to our paid subscription plans, or expand the adoption of our platform within organizations, our revenues

may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition. The current macroeconomic environment, including rising interest rates, instability in financial markets, bank failures, and headwinds for technology customers, may impact the adoption of our platform generally and our success in engaging with new customers and expanding relationships with existing customers may be impacted by these conditions. If our customers are materially negatively impacted by these factors, such as being unable to access their existing cash to fulfill their payment obligation to us due to future bank failures, our business could be negatively impacted. As a result of these macroeconomic conditions, and any corresponding actions customers may take to manage costs, we have experienced and may continue to experience longer sales cycle, and we may continue to experience a reduction in renewal rates, as well as reduced customer spend and delayed payments that could materially impact our business, results of operations, and financial condition in future periods. While we believe our revenues are relatively predictable in the near-term as a result of our subscription-based business model, the effect of macroeconomic uncertainties may not be fully reflected in our operating results and overall financial performance until future periods. If we fail to predict customer demands, fail to sufficiently account for the impact of macroeconomic conditions on our sales projections, or fail to attract new customers and maintain and expand new and existing customer relationships, our revenues may grow more slowly than expected, may not grow at all, or may decline, and our business may be harmed.

One of our marketing strategies is to offer free and trial subscription plans, and we may not be able to continue to realize the benefits of this strategy.

We offer free and trial subscription plans to promote brand awareness and organic adoption of our platform. Historically, only a small percentage of individuals, teams, and organizations using our free and trial subscription plans has converted into one of our paid subscription plans. Our marketing strategy depends in part on individuals, teams, and organizations who use our free and trial versions of our platform convincing others within their organizations to use Asana and to become paying customers. To the extent that increasing numbers of these individuals, teams, and organizations do not become, or lead others to become, paying customers, we will not realize the intended benefits of this marketing strategy, we will continue to pay the costs associated with hosting such free and trial versions, our ability to grow our business will be harmed, and our business, results of operations, and financial condition will suffer.

We derive, and expect to continue to derive, substantially all of our revenues from a single solution.

We derive, and expect to continue to derive, substantially all of our revenues from a single solution. As such, the continued growth in market demand for and market acceptance, including international market acceptance, of our platform is critical to our continued success. Demand for our platform is affected by a number of factors, some of which are beyond our control, such as the rate of market adoption of work management solutions; the timing of development and release of competing new products; the development and acceptance of new features, integrations, and capabilities for our platform, including features, integrations, or capabilities that utilize artificial intelligence; price, product, and service changes by us or our competitors; technological changes and developments within the markets we serve; growth, contraction, and rapid evolution of our market; and general economic conditions and trends including a downturn or recession, rising inflation, and rising interest rates. If we are unable to continue to meet the demands of individuals, teams, and organizations or trends in preferences for work management solutions or to achieve more widespread market acceptance of our platform, our business, results of operations, and financial condition would be harmed. Changes in preferences of our current or potential customers may have a disproportionately greater impact on us than if we offered multiple products. In addition, some current and potential customers, particularly larger organizations, may develop or acquire their own tools or continue to rely on traditional tools and software for their work management solutions, which would reduce or eliminate their demand for our platform. If demand for our platform declines for any of these or other reasons, our business, results of operations, and financial condition would be adversely affected.

If the market for work management solutions develops more slowly than we expect or declines, our business would be adversely affected.

It is uncertain whether work management solutions will achieve and sustain high levels of customer demand and market acceptance given the relatively early stage of development of this market. Our success will depend to a substantial extent on the widespread adoption of work management solutions generally. Individuals and organizations may be reluctant or unwilling to migrate to work management solutions from spreadsheets, email,

messaging, and legacy project management tools. It is difficult to predict adoption rates and demand for our platform, the future growth rate and size of the market for work management solutions, or the entry of competitive offerings. The expansion of the work management solutions market depends on a number of factors, including the cost, performance, and perceived value associated with work management solutions. If work management solutions do not achieve widespread adoption, or there is a reduction in demand for work management solutions caused by a lack of customer acceptance, technological challenges including the successful integration of artificial intelligence in our product, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending, or otherwise, it could result in decreased revenues, and our business, results of operations, and financial condition would be adversely affected.

We operate in a highly competitive industry, and competition presents an ongoing threat to the success of our business. Our ability to compete and ensure our success requires developments in our technology, including the successful deployment of artificial intelligence in our product.

The market for work management solutions is increasingly competitive, fragmented, and subject to rapidly changing technology, shifting user and customer needs, new market entrants, and frequent introductions of new products and services. We compete with companies that range in size from large and diversified with significant spending resources to smaller companies. Our competition addresses the project management and work management categories, including, but not limited to, solutions relating to email, messaging, and spreadsheets. Our competitors generally fall into the following groups: companies specifically offering work management solutions, companies offering productivity suites, and companies specializing in vertical solutions that address a portion of our market.

We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:

•rapid developments in our technology, including the successful deployment of artificial intelligence in our product;

•adaptability of our platform to a broad range of use cases;

•continued market acceptance of our platform and the timing and market acceptance of new features and enhancements to our platform or the offerings of our competitors;

•ease of use, performance, price, security, and reliability of solutions developed either by us or our competitors;

•our brand strength;

•selling and marketing efforts, including our ability to grow our market share domestically and internationally;

•the size and diversity of our customer base;

•customer support efforts; and

•our ability to continue to create easy to use integrations for, and robust, effective partnerships with, other larger enterprise software solutions and tools.

Many of our current and potential competitors may have longer operating histories, greater brand name recognition, stronger and more extensive partner relationships, significantly greater financial, technical, marketing, and other resources, lower labor and development costs, and larger customer bases than we do. These competitors may engage in more extensive research and development efforts, incorporate artificial intelligence or machine learning to more significantly improve their product offerings, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies that will allow them to build larger customer bases than we have. In addition, some of our potential customers may elect to develop their own internal applications for their work management needs. Our competitors may also offer their products and services at a lower price, may offer price concessions, delayed payment terms, financing terms, or other terms and conditions that are more enticing to potential customers.

The work management solutions market is rapidly evolving and highly competitive, with relatively low barriers to entry, and in the future there will likely be an increasing number of similar solutions offered by additional competitors. Large companies we do not currently consider to be competitors may enter the market, through acquisitions or through innovation and expansion of their existing solutions, to compete with us either directly or indirectly. Further, our potential and existing competitors may make acquisitions or enter into strategic relationships and rapidly acquire significant market share due to a larger customer base, superior product offering, more effective sales and marketing operations, or greater financial, technical, and other resources.

Any one of these competitive pressures in our market, or our failure to compete effectively, may result in price reductions; fewer customers; reduced revenues, gross profit, and gross margin; increased net losses; and loss of market share. Any failure to meet and address these factors would harm our business, results of operations, and financial condition.

Failure to effectively develop and leverage our direct sales capabilities would harm our ability to expand usage of our platform within our customer base and achieve broader market acceptance of our platform.

Our ability to expand usage of our platform within our customer base and achieve broader market acceptance among businesses will depend to a significant extent on our ability to expand our sales operations successfully, particularly our direct sales efforts targeted at broadening use of our platform across departments and entire organizations. We plan to leverage our direct sales force, both domestically and internationally, to expand use of our platform within our customer base, and reach larger teams and organizations. We may additionally make strategic investments in expanding our sales capabilities in the future. We have invested and continue to invest financial and other resources to train and develop our direct sales force in order to complement our product-led go-to-market approach. Our business, results of operations, and financial condition will be harmed if our efforts do not generate a corresponding increase in revenues. We may not achieve anticipated revenue growth from our direct sales force if we are unable to leverage and develop talented direct sales personnel, if direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain our existing direct sales personnel. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require, and that developing and growing the skills of these personnel takes significant time and resources. Our ability to achieve revenue growth will depend, in large part, on our success in attracting, training, and retaining sufficient numbers of capable sales personnel to support our growth.

If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.

Operating our business and platform involves the collection, processing, storage, and transmission of sensitive, regulated, proprietary and confidential information, including our personal information and business information and those of our customers. As a result, we and the third parties upon which we rely face a variety of evolving threats, including but not limited to ransomware attacks, which could cause security incidents. Security incidents can compromise the confidentiality, integrity, and availability of this information or our systems. Such incidents could include, but are not limited to, cyber-attacks, software bugs and vulnerabilities, malicious internet-based activity, online and offline fraud, server malfunctions, software or hardware failures, malicious code, malware (including as a result of advanced persistent threat intrusions), viruses, social engineering (including through deep fakes, which may become increasingly more difficult to identify, and phishing attacks), ransomware, supply chain attacks and vulnerabilities through our third-party partners, denial-of-service attacks, credential stuffing, credential harvesting, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fire, floods, attached enhanced or facilities by AI, and other similar threats, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, threat actors, “hacktivists,” organized criminal threat actors, errors or malfeasance of our personnel, misconfiguration, and security vulnerabilities in the software or systems on which we rely.

Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations and our ability to provide our products or services, loss of confidential, proprietary, and sensitive information and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative

impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our services. Threats such as these are constantly evolving and therefore grow increasingly sophisticated and complex, which in turn increases the difficulty of detecting and successfully defending against them.

We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally, certain privacy, data protection, and data security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and confidential, proprietary, and sensitive information.

While we have implemented security measures designed to protect against or remediate for a security incident, there can be no assurance that these measures will be effective. We take steps to detect and remediate vulnerabilities, but we may not be able to detect and remediate all vulnerabilities. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities. Additionally, we rely on or partner with third-party vendors and systems that have made representations as to their security measures but there can be no assurance that they will maintain their own security measures appropriately. Breaches of our security measures or those of our third-party service providers, including supply chain attacks or other threats to our business operations, could result in unauthorized access to our sites, networks, systems, and accounts; unauthorized access to, and misappropriation of, individuals’ personal information or other sensitive, confidential or proprietary information of ourselves, our customers, or other third parties; viruses, worms, spyware, or other malware being served from our platform, mobile application, networks, or systems; deletion or modification of content or the display of unauthorized content on our platform; interruption, disruption, or malfunction of operations or our ability to provide our services; costs relating to breach remediation, deployment of additional personnel and protection technologies, and response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action, and other potential liabilities.

If any of these breaches of security should occur, we cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Additionally, if any of these breaches occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to risk of loss, litigation or regulatory action, and other potential liabilities, such as investigations, fines, penalties, audits, inspections, injunctions, additional oversight, or restrictions or bans on processing personal information. Actual or anticipated security breaches or attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working from home, while in transit and in public locations. Additionally, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

Any compromise or breach of our security measures, or those of our third-party service providers, could also violate applicable privacy, data protection, data security, and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence in our security measures, which could have a material adverse effect on our business, results of operations, and financial condition. Applicable privacy, data protection, and data security obligations may also require us to notify relevant stakeholders, such as governmental authorities, partners, and affected individuals, of security breaches or incidents. Such notifications may involve inconsistent requirements and are costly, and the notifications or the failure to comply with such requirements could lead to adverse consequences.

If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing confidential, proprietary, and sensitive data (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may cause customers to stop using our services, deter new customers from using our services, and negatively impact our ability to grow and operate our business.

Additionally, our contracts may not contain limitations of liability, and even when they do, there can be no assurance that the limitations of liability in our contracts are sufficient to protect us from liabilities, claims, or damages if we fail to comply with applicable obligations related to privacy, data protection, or data security. We also cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy, data protection, and data security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Additionally, our sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as a result of or in connection with our employees’ or vendors’ use of generative AI technologies.

If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, our results of operations may be harmed.

We may experience system slowdowns and interruptions from time to time. In addition, continued growth in our customer base could place additional demands on our platform and could cause or exacerbate slowdowns or interrupt the availability of our platform. If there is a substantial increase in the volume of usage on our platform, we will be required to further expand and upgrade our technology and infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our platform or expand and upgrade our systems and infrastructure to accommodate such increases on a timely basis. In such cases, if our users are not able to access our platform or encounter slowdowns when doing so, we may lose customers or partners. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality, and features of our platform. Our disaster recovery plan may not be sufficient to address all aspects or any unanticipated consequence or incidents, and our insurance may not be sufficient to compensate us for the losses that could occur.

Moreover, Amazon Web Services (“AWS”) provides the cloud computing infrastructure that we use to host our platform, mobile application, and many of the internal tools we use to operate our business. We have a long-term commitment with AWS, and our platform, mobile application, and internal tools use computing, storage capabilities, bandwidth, and other services provided by AWS. Any significant disruption of, limitation of our access to, or other interference with our use of AWS would negatively impact our operations and could seriously harm our business. In addition, any transition of the cloud services currently provided by AWS to another cloud services provider would require significant time and expense and could disrupt or degrade delivery of our platform. Our business relies on the availability of our platform for our users and customers, and we may lose users or customers if they are not able to access our platform or encounter difficulties in doing so. The level of service provided by AWS could affect the availability or speed of our platform, which may also impact the usage of, and our customers’ satisfaction with, our platform and could seriously harm our business and reputation. If AWS increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets its terms of service or policies in a manner that is unfavorable with respect to us, our business, results of operations, and financial condition could be harmed.

In addition, we rely on hardware and infrastructure purchased or leased from third parties and software licensed from third parties to operate critical business functions. Our business would be disrupted if any of this third-party hardware, software, and infrastructure becomes unavailable on commercially reasonable terms, or at all. Furthermore, delays or complications with respect to the transition of critical business functions from one third-party product to another, or any errors or defects in third-party hardware, software, or infrastructure could result in errors or a failure of our platform, which could harm our business and results of operations.

Real or perceived errors, failures, vulnerabilities, or bugs in our platform would harm our business, results of operations, and financial condition.

The software technology underlying and integrating with our platform is inherently complex and may contain material defects or errors. Errors, failures, vulnerabilities, or bugs have in the past, and may in the future, occur in our platform and mobile application, especially when updates are deployed or new features, integrations, or capabilities are rolled out. Any such errors, failures, vulnerabilities, or bugs may not be found until after new features, integrations, or capabilities have been released. Furthermore, we will need to ensure that our platform can scale to meet the evolving needs of customers, particularly as we increase our focus on larger teams and organizations. Real or perceived errors, failures, vulnerabilities, or bugs in our platform and mobile application could result in an interruption in the availability of our platform, negative publicity, unfavorable user experience, loss or leaking of personal data and data of organizations, loss of or delay in market acceptance of our platform, loss of competitive position, regulatory fines, or claims by organizations for losses sustained by them, all of which would harm our business, results of operations, and financial condition.

If we are unable to ensure that our platform interoperates with a variety of software applications that are developed by others, including our integration partners, we may become less competitive and our results of operations may be harmed.

Our platform must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our platform to adapt to changes in hardware, software, and browser technologies. In particular, we have developed our platform to be able to easily integrate with third-party applications, including the applications of software providers that compete with us as well as our partners, through the interaction of application programming interfaces (“APIs”). In general, we rely on the providers of such software systems to allow us access to their APIs to enable these integrations. We are typically subject to standard terms and conditions of such providers, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. Our business will be harmed if any provider of such software systems:

•discontinues or limits our access to its software or APIs;

•modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or other application developers;

•changes how information is accessed by us or our customers;

•establishes more favorable relationships with one or more of our competitors; or

•develops or otherwise favors its own competitive offerings over our platform.

Third-party services and products are constantly evolving, and we may not be able to modify our platform to assure its compatibility with that of other third parties. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platform with their products or services, or exert strong business influence on our ability to, and terms on which we operate our platform. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our platform or gives preferential treatment to competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform with these products could decrease and our business, results of operations, and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations, and financial condition would be harmed.

Further, our platform includes both a mobile and a desktop application to enable individuals, teams, and organizations to access our platform on multiple device types. If either our mobile or desktop application does not perform well, our business will suffer. In addition, our platform interoperates with servers, mobile devices, and software applications predominantly through the use of protocols, many of which are created and maintained by third parties. We, therefore, depend on the interoperability of our platform with such third-party services, mobile devices, and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers, database technologies, and protocols that we do not control. The loss of interoperability, whether due to actions of third parties or otherwise, and any changes in technologies that degrade the functionality of our platform or give preferential treatment to competitive services could adversely affect adoption and usage of our platform. Also, we

may not be successful in developing or maintaining relationships with key participants in the mobile industry or in ensuring that Asana operates effectively with a range of operating systems, networks, devices, browsers, protocols, and standards. If we are unable to effectively anticipate and manage these risks, or if it is difficult for customers to access and use our platform, our business, results of operations, and financial condition may be harmed.

The loss of one or more of our key personnel, in particular our co-founder, President, Chief Executive Officer, and Chair, Dustin Moskovitz, would harm our business.

Our success depends largely upon the continued services and performance of our senior management and other key personnel. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. Our senior management and key employees are employed on an at-will basis. We currently do not have “key person” insurance on any of our employees. The loss of key personnel, including our co-founder, President, Chief Executive Officer, and Chair, Dustin Moskovitz, and other key members of management, as well as our product development, engineering, sales, and marketing personnel, would disrupt our operations and have an adverse effect on our ability to grow our business. Changes in our senior management team may also cause disruptions in, and harm to, our business, results of operations, and financial condition.

We must continue to attract and retain highly qualified personnel in very competitive markets to continue to execute on our business strategy and growth plans.

To execute our business model, we must attract and retain highly qualified personnel. Competition for executive officers, software engineers, sales personnel, and other key personnel in our industry and in the San Francisco Bay Area, where our headquarters is located, and in other locations where we maintain offices, is intense. As we become a more mature company, we may find our recruiting efforts more challenging. The incentives to attract, retain, and motivate employees provided by our equity awards, or by other compensation arrangements, may not be as effective as in the past. Additionally, increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. Employee salaries and benefits expenses have increased as a result of economic growth and increased demand for business services among other wage-inflationary pressures and we cannot assure you that they will not continue to rise. Many of the companies with which we compete for experienced personnel have greater resources than we have. Our recruiting efforts may also be limited by laws and regulations, such as restrictive immigration laws, and restrictions on travel imposed by certain governments, as well as delays in processing or a lack of availability of visas. In addition, our reduction in force in the fourth quarter of fiscal year 2023, and any future reductions in force or other restructuring intended to improve operational efficiencies and operating costs, may adversely affect our ability to attract and retain employees. If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may be unable to innovate quickly enough to support our business model or grow effectively.

Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the employee engagement fostered by our culture, which could harm our business.

We believe that a critical component of our success has been our culture. We have invested substantial time and resources in building out our team with an emphasis on shared values and a commitment to diversity and inclusion. As we continue to grow and develop the infrastructure associated with being a public company, we will need to maintain our culture among a larger number of employees dispersed in various geographic regions. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our mission to help humanity by enabling the world’s teams to work together effortlessly.

Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers may be impaired, and our business and results of operations will be harmed.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the “Asana” brand is critical to expanding our customer base and establishing and maintaining relationships with partners. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to ensure that our platform remains high-quality, reliable, and useful at competitive prices, as well as with respect to our free and trial versions. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be

successful. If we fail to promote and maintain the “Asana” brand, or if we incur excessive expenses in this effort, our business, results of operations, and financial condition would be adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become more difficult and expensive.

If we fail to offer high-quality customer support, our business and reputation will suffer.

While we have designed our platform to be easy to adopt and use, once individuals, teams, and organizations begin using Asana, they rely on our support services to resolve any related issues. High-quality user and customer education and customer experience have been key to the adoption of our platform and for the conversion of individuals, teams, and organizations on our free and trial versions into paying customers. The importance of high-quality customer experience will increase as we expand our business and pursue new customers. For instance, if we do not help organizations on our platform quickly resolve issues and provide effective ongoing user experience at the individual, team, and organizational levels, our ability to convert organizations on our free and trial versions into paying customers will suffer, and our reputation with existing or potential customers will be harmed. Further, our sales are highly dependent on our business reputation and on positive recommendations from existing individuals, teams, and organizations on our platform. Any failure to maintain high-quality customer experience, or a market perception that we do not maintain high-quality customer experience, could harm our reputation, our ability to sell our platform to existing and prospective customers, and our business, results of operations, and financial condition.

In addition, as we continue to grow our operations and reach a larger and increasingly global customer and user base, we need to be able to provide efficient customer support that meets the needs of organizations on our platform globally at scale. The number of organizations on our platform has grown significantly, which puts additional pressure on our support organization. We will need to hire additional support personnel to provide efficient product support globally at scale, and if we are unable to provide such support, our business, results of operations, and financial condition would be harmed.

We rely on third parties maintaining open marketplaces to distribute our mobile application. If such third parties interfere with the distribution of our platform, our business would be adversely affected.

We rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, which make our mobile application available for download. We cannot assure you that the marketplaces through which we distribute our mobile application will maintain their current structures or that such marketplaces will not charge us fees to list our application for download. We are also dependent on these third-party marketplaces to enable us and our users to timely update our mobile application, and to incorporate new features, integrations, and capabilities. We are subject to requirements imposed by marketplaces such as Apple and Google, who may change their technical requirements or policies in a manner that adversely impacts, among other things, the way in which we or our partners collect, use and share data from users through our mobile application. If we do not comply with these requirements, we could lose access to the mobile application marketplace and users, and our business, results of operations, and financial condition may be harmed.

In addition, Apple and Google, among others, for competitive or other reasons, could stop allowing or supporting access to our mobile application through their products, could allow access for us only at an unsustainable cost, or could make changes to the terms of access in order to make our mobile application less desirable or harder to access.

We rely on traditional web search engines to direct traffic to our website. If our website fails to rank prominently in unpaid search results, traffic to our website could decline and our business would be adversely affected.

Our success depends in part on our ability to attract users through unpaid Internet search results on traditional web search engines such as Google. The number of users we attract to our website from search engines is due in large part to how and where our website ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies, or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our website, and we may not know how or otherwise be in a position to influence the results. Any reduction in the number of users directed to our website could reduce our revenues or require us to increase our sales and marketing expenditures.

Sales to customers outside the United States and our international operations expose us to risks inherent in international sales and operations.

For the nine months ended October 31, 2023, 39% of our revenues were generated from customers outside the United States. We have operations in multiple cities globally. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. In addition, we will face risks in doing business internationally that could adversely affect our business and results of operations, including:

•the need to localize and adapt our platform for specific countries, including translation into foreign languages and associated expenses;

•data privacy laws that impose different and potentially conflicting obligations with respect to how personal data is processed or require that customer data be stored in a designated territory;

•difficulties in staffing and managing foreign operations;

•regulatory and other delays and difficulties in setting up foreign operations;

•different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and collections issues;

•new and different sources of competition;

•weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

•laws and business practices favoring local competitors;

•compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax, sanctions, privacy, and data protection laws and regulations;

•increased financial accounting and reporting burdens and complexities;

•declines in the values of foreign currencies relative to the U.S. dollar;

•restrictions on the transfer of funds;

•potentially adverse tax consequences;

•the cost of and potential outcomes of any claims or litigation;

•future accounting pronouncements and changes in accounting policies;

•changes in tax laws or tax regulations;

•health or similar issues, such as a pandemic or epidemic; and

•regional and local economic and political conditions, such as global economic downturns or recessions in the regions in which we do business, bank failures, as well as macroeconomic and policy impacts of political instability and armed conflicts.

In addition, armed conflicts such as Russia’s military invasion of Ukraine and the armed conflict in Israel and the Gaza Strip have created potential global security concerns and could impact regional and global economies, which could in turn adversely affect our business.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks. These factors and others could harm our ability to increase international revenues and, consequently, would materially impact our business and results of operations. Continuing to leverage our existing international operations and any potential entry into additional international

markets will require significant management attention and financial resources. Our failure to successfully manage our international operations and the associated risks effectively could limit the future growth of our business.

If we experience excessive fraudulent activity, we could incur substantial costs and lose the right to accept credit cards for payment, which could cause our customer base to decline significantly.

A large portion of our customers authorize us to bill their credit card accounts through our third-party payment processing partners for our paid subscription plans. If customers pay for their subscription plans with stolen credit cards, we could incur substantial third-party vendor costs for which we may not be reimbursed. Further, our customers provide us with credit card billing information online, and we do not review the physical credit cards used in these transactions, which increases our risk of exposure to fraudulent activity. We also incur charges, which we refer to as chargebacks, from the credit card companies for claims that the customer did not authorize the credit card transaction for subscription plans, something that we have experienced in the past. If the number of claims of unauthorized credit card transactions becomes excessive, we could be assessed substantial fines for excess chargebacks, and we could lose the right to accept credit cards for payment. In addition, credit card issuers may change merchant standards, including data protection and documentation standards, required to utilize their services from time to time. Our third-party payment processing partners must also maintain compliance with current and future merchant standards to accept credit cards as payment for our paid subscription plans. Substantial losses due to fraud or our inability to accept credit card payments would cause our customer base to significantly decrease and would harm our business.

We may engage in merger and acquisition activities, which would require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations, and financial condition.

As part of our business strategy to expand our platform and grow our business in response to changing technologies, customer demand, and competitive pressures, we may in the future make investments or acquisitions in other companies, products, or technologies. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve the goals of such acquisition, and any acquisitions we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition, particularly if we cannot retain the key personnel of the acquired company. Existing and potential customers may also delay or reduce their use of our platform due to a concern that the acquisition may decrease effectiveness of our platform (including any newly acquired product). In addition, if we fail to successfully integrate such acquisitions, or the assets, technologies, or personnel associated with such acquisitions, into our company, the business and results of operations of the combined company would be adversely affected.

Acquisitions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash for any such acquisition which would limit other potential uses for our cash. If we incur debt to fund any such acquisition, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations. If we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders’ ownership would be diluted.

Risks Related to Government Regulation and Legal Matters, including Taxation and Intellectual Property

We may become subject to intellectual property rights claims and other litigation that are expensive to support, and if resolved adversely, could have a material adverse effect on us.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities, including non-practicing entities and individuals, may own or claim to own intellectual property relating to our industry. As we face increasing competition and our public profile

increases, the possibility of intellectual property rights claims against us may also increase. From time to time, our competitors or other third parties have claimed, and may in the future claim, that we are infringing upon, misappropriating, or violating their intellectual property rights, even if we are unaware of the intellectual property rights that such parties may claim cover our platform or some or all of the other technologies we use in our business. The costs of supporting such litigation, regardless of merit, are considerable, and such litigation may divert management and key personnel’s attention and resources, which might seriously harm our business, results of operations, and financial condition. We may be required to settle such litigation on terms that are unfavorable to us. For example, a settlement may require us to obtain a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all. As a result, we may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices would require significant effort and expense. Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an unfavorable judgment which may not be reversible upon appeal. For example, the terms of a judgment may require us to cease some or all of our operations or require the payment of substantial amounts to the other party. Any of these events would cause our business and results of operations to be materially and adversely affected as a result.

We are also frequently required to indemnify our reseller partners and customers in the event of any third-party infringement claims against our customers and third parties who offer our platform, and such indemnification obligations may be excluded from contractual limitation of liability provisions that limit our exposure. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers and reseller partners, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our customers and reseller partners, may be required to modify our allegedly infringing platform to make it non-infringing, or may be required to obtain licenses for the products used. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our platform, and our reseller partners may be forced to stop selling our platform.

If we are unable to protect our intellectual property rights, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

Our success is dependent, in part, upon protecting our intellectual property rights and proprietary information. We rely and expect to continue to rely on a combination of trademark, copyright, patent, and trade secret protection laws to protect our intellectual property rights and proprietary information. Additionally, we maintain a policy requiring our employees, consultants, independent contractors, and third parties who are engaged to develop any material intellectual property for us to enter into confidentiality and invention assignment agreements to control access to and use of our proprietary information and to ensure that any intellectual property developed by such employees, contractors, consultants, and other third parties are assigned to us. However, we cannot guarantee that the confidentiality and proprietary agreements or other employee, consultant, or independent contractor agreements we enter into adequately protect our intellectual property rights and other proprietary information. In addition, we cannot guarantee that these agreements will not be breached, that we will have adequate remedies for any breach, or that the applicable counter-parties to such agreements will not assert rights to our intellectual property rights or other proprietary information arising out of these relationships. Furthermore, the steps we have taken and may take in the future may not prevent misappropriation of our proprietary solutions or technologies, particularly with respect to officers and employees who are no longer employed by us.

Furthermore, third parties may knowingly or unknowingly infringe or circumvent our intellectual property rights, and we may not be able to prevent infringement without incurring substantial expense. Litigation brought to protect and enforce our intellectual property rights would be costly, time-consuming, and distracting to management and key personnel, and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our platform and methods of operations. Any of these events would have a material adverse effect on our business, results of operations, and financial condition.

Our failure to obtain or maintain the right to use certain of our intellectual property would negatively affect our business.

Our future success and competitive position depends in part upon our ability to obtain or maintain certain intellectual property used in our platform. While we have been issued patents for certain aspects of our intellectual property in the United States and have additional patent applications pending in the United States, we have not applied for patent protection in foreign jurisdictions, and may be unable to obtain patent protection for the technology covered in our patent applications. In addition, we cannot ensure that any of the patent applications will be approved or that the claims allowed on any issued patents will be sufficiently broad to protect our technology or platform and provide us with competitive advantages. Furthermore, any issued patents may be challenged, invalidated, or circumvented by third parties.

Many patent applications in the United States may not be public for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first creator of inventions covered by any patent application we make or that we will be the first to file patent applications on such inventions. Because some patent applications may not be public for a period of time, there is also a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third-party patent once that patent is issued.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, and independent contractors to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how, or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our business would be materially adversely affected.

We rely on our trademarks, trade names, and brand names to distinguish our solutions from the products of our competitors, and have registered or applied to register many of these trademarks in the United States and certain countries outside the United States. However, occasionally third parties may have already registered identical or similar marks for products or solutions that also address the software market. As we rely in part on brand names and trademark protection to enforce our intellectual property rights, efforts by third parties to limit use of our brand names or trademarks and barriers to the registration of brand names and trademarks in various countries may restrict our ability to promote and maintain a cohesive brand throughout our key markets. There can also be no assurance that pending or future U.S. or foreign trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect our brand names and trademarks. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our platform, which would result in loss of brand recognition and would require us to devote resources to advertising and marketing new brands.

Any future litigation against us could be costly and time-consuming to defend.

We have in the past and may in the future become subject to legal proceedings, demands, and claims that arise in the ordinary course of business. We (including our officers and directors) could be sued or face regulatory action for a number of issues, including defamation, civil rights infringement, breach of fiduciary duty, negligence, intellectual property rights infringement, violations of privacy, data protection or security laws, personal injury, product liability, regulatory compliance, or other legal claims relating to information that is published or made available via our platform. Litigation might result in substantial costs and may divert management and key personnel’s attention and resources, which might seriously harm our business, results of operations, and financial condition. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs and could have a material adverse effect on our business, results of operations, and financial condition.

Our use of “open source” and third-party software could impose unanticipated conditions or restrictions on our ability to commercialize our solutions and could subject us to possible litigation.

A portion of the technologies we use in our platform and mobile application incorporates “open source” software, and we may incorporate open source software in our platform and mobile application in the future. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and their compliance with the terms of the applicable open source license. We may be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with the applicable open source licensing terms. Some open source licenses require end-users who distribute or make available across a network software and services that include open source software to make available all or part of such software, which in some circumstances could include valuable proprietary code, at no cost, or license such code under the terms of the particular open source license. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the applicable terms of such license, including claims for infringement of intellectual property rights or for breach of contract. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose source code that incorporates or is a modification of such licensed software. Furthermore, there is an increasing number of open-source software license types, almost none of which have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such license types. If an author or other third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable open source license, we could expend substantial time and resources to re-engineer some or all of our software or be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our platform that contained the open source software, and required to comply with the foregoing conditions, including public release of certain portions of our proprietary source code.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open-source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could be harmful to our business, financial condition, or operating results.

We rely on software licensed from third parties to offer our platform. In addition, we may need to obtain future licenses from third parties to use intellectual property rights associated with the development of our platform, which might not be available on acceptable terms, or at all. Any loss of the right to use any third-party software required for the development and maintenance of our platform or mobile application could result in loss of functionality or availability of our platform or mobile application until equivalent technology is either developed by us, or, if available, is identified, obtained, and integrated. Any errors or defects in third-party software could result in errors or a failure of our platform or mobile application. Any of the foregoing would disrupt the distribution and sale of subscriptions to our platform and harm our business, results of operations, and financial condition.

We are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to artificial intelligence, privacy, data protection and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

We receive, process, store, and use business and personal information belonging to individuals who interact with Asana, including our users and prospective, current, and former customers. There are numerous federal, state, local, and foreign laws and regulations regarding privacy, data protection, data security and the storing, sharing, use, processing, disclosure, and protection of business and personal information. These laws continue to evolve in scope and are subject to differing interpretations, and may contain inconsistencies or pose conflicts with other legal requirements. Preparing for and attempting to comply with these obligations requires significant resources and, potentially, changes to our technologies, systems, and practices and those of any third parties that process personal information on our behalf.

We seek to comply with applicable laws, regulations, policies, legal obligations, contracts, and industry standards and have developed privacy notices and policies, data processing addenda, and internal privacy procedures to reflect such compliance. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Failure or perceived failure by us to comply with our privacy notices and policies, privacy-related obligations to users, customers, or other third parties, or our privacy-related legal obligations, or any data compromise that results in the accidental or unauthorized release, misuse, or transfer of business or personal information or other user or customer data, may result in domestic or foreign governmental enforcement actions, investigations, penalties, audits, inspections, fines, injunctions, litigation, or public statements against us by our users, customers, consumers, regulators, consumer advocacy groups, or others, which would have an adverse effect on our reputation and business. We could also incur significant costs investigating and defending such claims and, if we are found liable, significant damages.

Foreign privacy, data protection, and data security laws have become more stringent in recent years, are undergoing a period of rapid change, and may increase the costs and complexity of offering our products and services in new and existing geographies. For example, the European Union’s General Data Protection Regulation 2019/679 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), Australia’s Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, impose strict requirements for processing personal data, including health-related information. European privacy, data protection, and data security laws, including the EU GDPR and UK GDPR impose significant and complex burdens on processing personal information, provide for robust regulatory enforcement, and contemplate significant penalties for noncompliance. Non-compliance with the EU GDPR and UK GDPR can trigger fines of up to the greater of €20 million (£17.5 million for the UK GDPR) or 4% of our global revenues, restrictions or prohibitions on data processing, and exposure to private right of action and enforcement mechanisms including extensive audit and inspection rights, or private litigation related to processing of personal information brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

Globally, certain jurisdictions have enacted data residency or data localization laws and have imposed requirements for cross-border transfers of personal information. For example, the cross-border transfer landscape in Europe is currently unstable and other countries outside of Europe have enacted or are considering enacting cross-border data transfer restrictions and laws requiring data residency or other restrictions around the location of the storage and processing of data, which could increase the cost and complexity of doing business. The EU GDPR generally restricts the transfer of personal information to countries outside of the EEA, such as the United States, which are not considered by the European Commission to provide an adequate level of privacy, data protection, and data security. In addition, Swiss and UK law contain similar data transfer restrictions as the EU GDPR. The European Commission recently released revised versions of the Standard Contractual Clauses as a mechanism to transfer data outside of the EEA and which imposes additional obligations to carry out cross-border data transfers. Although there are currently valid mechanisms available to transfer data from the EEA, there remains some uncertainty regarding the future of these cross-border data transfers. If we cannot implement a valid compliance mechanism for cross-border personal information transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from the EEA or elsewhere. Inability to import personal information to the United States may significantly and negatively impact our business operations, including limiting our ability to collaborate with service providers, contractors, and other companies subject to European and other privacy, data protection, and data security laws; or requiring us to increase our data processing capabilities in Europe or elsewhere at significant expense.

Furthermore, rules regarding the use of online cookies and similar online trackers in the European Union are becoming more stringent in terms of the advance consent companies must obtain from data subjects before such trackers can be placed on browsers. Other regions of the world have likewise adopted privacy regulations that may result in increased restrictions on cookie collection and use, and fines for noncompliance. These developments may impact our analytics and advertising activities and our ability to analyze how users interact with our services.

In addition to the European Union, a growing number of other global jurisdictions, such as Brazil, Japan, India and Canada, are considering or have passed legislation implementing privacy, data protection, and data security requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our platform, particularly as we expand our operations internationally. Some of these

laws, such as the General Data Protection Law in Brazil, or the Act on the Protection of Personal Information in Japan, impose similar obligations as those under the EU GDPR.

Domestic privacy, data protection, data security, and consumer protection legislation is also becoming increasingly common in the United States. For example, the California Consumer Privacy Act of 2018 (“CCPA”) came into effect on January 1, 2020 and final CCPA regulations were issued in August 2020. The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use, and sharing practices, allows consumers to opt out of certain data sharing with third parties and exercise certain individual rights regarding their personal information, provides a new cause of action for data breaches, and provides for penalties for noncompliance of up to $7,500 per violation. Additionally, the California Privacy Rights Act (“CPRA”) approved by voters in California in November 2020, went into effect in January 2023. It imposes additional privacy, data protection, and data security obligations on companies doing business in California and is expected to increase enforcement activity. Similar laws have been proposed in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging. For example, Virginia enacted the Virginia Consumer Data Protection Act and Colorado passed the Colorado Privacy Act, both of which emulate the CCPA and CPRA in many respects, but have unique requirements. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy, data protection, and data security legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Furthermore, the Federal Trade Commission and many state attorneys general continue to enforce federal and state consumer protection laws against companies and individuals for online collection, use, dissemination, and security practices that appear to be unfair or deceptive. We also publish privacy policies, marketing materials, and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may become subject to investigation, enforcement actions by regulators, or other adverse consequences.

There are a number of legislative proposals in the United States, at both the federal and state level, and in the European Union and more globally, that could impose new obligations in areas such as e-commerce and other related legislation or liability for copyright infringement by third parties. In addition, several countries, states and localities have proposed or enacted measures related to the use of artificial intelligence technologies in products and services. The effects of these regulations are difficult to predict. We cannot yet determine the impact that future laws, regulations, and standards may have on our business.

In addition to privacy, data protection, and security laws, we are or may become contractually subject to industry standards adopted by industry groups and may become subject to such obligations in the future. We are also bound by other contractual obligations related to privacy, data protection, and security, and our efforts to comply with such obligations may not be successful.

We are subject to anti-corruption, anti-bribery, and similar laws, and our failure to comply with these laws could subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption, anti-bribery, and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector. As we increase our international sales and business, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could harm our business, results of operations, and financial condition.

We are subject to various export, import, and trade and economic sanction laws and regulations that could impair our ability to compete in international markets and subject us to liability for noncompliance.

Our business activities are subject to various export, import, and trade and economic sanction laws and regulations, including, among others, the U.S. Export Administration Regulations, administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”), and economic and trade sanctions regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) which we refer to collectively as “Trade Controls”. Trade Controls may prohibit or restrict the sale or supply of certain products, including encryption items and other technology, and services to certain governments, persons, entities, countries, and territories, including those that are the target of comprehensive sanctions. We incorporate encryption technology into our platform, which may subject its export outside of the United States to various export authorization requirements, including licensing, compliance with license exceptions, or other appropriate government authorization, including the filing of an encryption classification request or self-classification report with the U.S. Commerce Department. In addition, various other countries regulate the import and export of certain encryption and other technology, including through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our platform or could limit the ability of organizations to use our platform in those countries.

While we have implemented controls designed to promote and achieve compliance with applicable Trade Controls, in the past we may have inadvertently provided certain services to some customers in apparent violation of U.S. sanctions laws and exported software and source code prior to submitting required filings and obtaining authorization from BIS regarding exports of our software. As a result, we submitted voluntary self-disclosures concerning these activities to OFAC and BIS. On June 29, 2020, BIS determined not to pursue a civil monetary penalty against us and issued a warning letter to resolve our voluntary self-disclosure regarding past apparent inadvertent violations of the U.S. Export Administration Regulations. On February 25, 2021, OFAC determined not to pursue a civil monetary penalty against us or take other enforcement action and issued a cautionary letter to resolve our voluntary self-disclosure regarding past apparent inadvertent violations of the Iranian Transactions and Sanctions Regulations, the Syrian Sanctions Regulations, the Cuban Assets Control Regulations, and the Sudanese Sanctions Regulations. While the letters from BIS and OFAC represent final enforcement responses in each case, they do not preclude either BIS or OFAC from taking future enforcement actions under their respective authorities.

Although we seek to conduct our business in full compliance with Trade Controls, we cannot guarantee that these controls will be fully effective. Violations of Trade Controls may subject our company, including responsible personnel, to various adverse consequences, including civil or criminal penalties, government investigations, and loss of export privileges. Further, obtaining the necessary authorizations, including any required licenses, for particular transactions or uses of our platform may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. In addition, if our reseller partners fail to obtain any required import, export, or re-export licenses or permits, this could result in a violation of law by us, and we may also suffer reputational harm and other negative consequences, including government investigations and penalties.

Finally, changes in our platform or future changes in Trade Controls, such as those we have seen issued by the United States and other governments in response to the invasion of Ukraine by Russia and the armed conflict in Israel and the Gaza Strip, could result in our inability to provide our platform to certain customers or decreased use of our platform by existing or potential customers with international operations. Any decreased use of our platform or mobile application or increased limitations on our ability to export or sell our platform and mobile application would adversely affect our business, results of operations, and financial condition.

Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be applied to us or our customers in a manner that could increase the costs of our platform and harm our business.

Income, sales, use, value added, or other tax laws, statutes, rules, regulations, or ordinances could be enacted or amended at any time (possibly with retroactive effect), and could be applied solely or disproportionately to products and services provided over the internet. These enactments or amendments could reduce our sales activity due to the inherent cost increase the taxes would represent and ultimately harm our results of operations and cash flows.

The application of U.S. federal, state, local, and international tax laws to services provided electronically is unclear and continuously evolving. Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted or applied adversely to us, possibly with retroactive effect, which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties, as well as interest for past amounts. If

we are unsuccessful in collecting such taxes due from our customers, we would be held liable for such costs, thereby adversely affecting our results of operations and harming our business.

We may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Although we have only been required to pay income and value-added taxes in certain foreign jurisdictions to date, the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws, or revised interpretations of existing tax laws and precedents, which could harm our liquidity and results of operations. In addition, the authorities in these jurisdictions could review our tax filings and impose additional tax, interest, and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which would harm us and our results of operations.

Our business, results of operations, and financial condition may be harmed if we are required to collect sales, value added, or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.

We collect sales taxes and value added taxes in a number of jurisdictions. One or more states or countries may seek to impose incremental or new sales, use, value added, or other tax collection obligations on us. A successful assertion by a state, country, or other jurisdiction that we should have been or should be collecting additional sales, use, value added, or other taxes could, among other things, result in substantial tax payments, create significant administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such sales, value added, or other related taxes, or otherwise harm our business, results of operations, and financial condition.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

We do not expect to become profitable in the near future, may never achieve profitability, and have incurred substantial net operating losses (“NOLs”) during our history. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs or tax credits to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate change in stock ownership by one or more stockholders or groups of stockholders owning at least 5% of a corporation’s stock exceeds more than 50 percentage points over a three-year period. We have experienced ownership changes since inception and our utilization of net operating loss carryforwards will be subject to annual limitations. However, it is not expected that the annual limitations will result in the expiration of tax attribute carryforwards prior to utilization. We may experience additional ownership changes in connection with subsequent shifts in our stock ownership (some of which shifts are outside our control). As a result, even if we attain profitability, we may be unable to use a material portion of our NOLs and other tax attributes.

Risks Related to Our Capital Allocation Strategy

We may need additional capital, and we cannot be sure that additional financing will be available.

Historically, we have financed our operations and capital expenditures primarily through sales of our capital stock and debt securities that are convertible into our capital stock. In the future, we may raise additional capital through additional debt or equity financings to support our business growth, to respond to business opportunities, challenges, competitions, or unforeseen circumstances, or for other reasons. On an ongoing basis, we are evaluating sources of financing and may need to raise additional capital in the future. Our ability to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance, the condition of the capital markets, and other factors. If the overall economy is negatively impacted for an extended period, our results of operations, financial position and cash flows may be materially adversely affected. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakening our ability to develop potential businesses and a decreased ability to raise additional capital when needed on acceptable terms, if at all. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to the rights of existing stockholders, and existing stockholders may experience dilution. Further, if we are unable to obtain additional capital when required, or are unable to obtain

additional capital on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, competition, or unforeseen circumstances would be adversely affected.

Our operating activities may be restricted as a result of covenants related to the indebtedness under our November 2022 Senior Secured Credit Facility, and we may be required to repay the outstanding indebtedness in an event of default, which would have an adverse effect on our business. Additionally, future operational challenges on the part of our lender could impact our ability to quickly access additional liquidity.

On November 7, 2022, we entered into an agreement with several banks and other financial institutions or entities for which Silicon Valley Bank (“SVB”) acted as issuing lender, administrative agent and collateral agent, under which we may incur loans in an aggregate principal amount not to exceed $150 million, consisting of a term loan facility in an aggregate principal amount equal to $50 million and a revolving loan facility in an aggregate principal amount of up to $100 million, including a $30 million letter of credit sub-facility (collectively and as amended on April 13, 2023, the “November 2022 Senior Secured Credit Facility”). On March 27, 2023, First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement to purchase assets and liabilities of SVB inclusive of our November 2022 Senior Secured Credit Facility. We continue to have the ability to make additional borrowings under the November 2022 Senior Secured Credit Facility which is now held by SVB as a division of First Citizens.

Additionally, the November 2022 Senior Secured Credit Facility includes customary conditions to borrowing and covenants, including restrictions on our ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to the business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions, subject to customary exceptions. In addition, the November 2022 Senior Secured Credit Facility contains financial covenants that require us to maintain a consolidated adjusted quick ratio of 1.25 to 1.00, as well as a minimum cash adjusted EBITDA, each tested on a quarterly basis. The November 2022 Senior Secured Credit Facility contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default could result in the full or partial principal balance of the November 2022 Senior Secured Credit Facility becoming immediately due and payable and termination of the commitments. Our business may be adversely affected by these restrictions on our ability to operate our business.

General Risks

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants, the Securities and Exchange Commission, or the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

A failure to establish and maintain an effective system of disclosure controls and internal control over financial reporting, could adversely affect our ability to produce timely and accurate financial statements or comply with applicable regulations.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and investments to strengthen our accounting systems. If any of these new or

improved controls and systems do not perform as expected, we may experience material weaknesses in our controls. In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures may be useful in evaluating our operating performance. We present certain non-GAAP financial measures in this Quarterly Report on Form 10-Q and intend to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE or the Long-Term Stock Exchange (“LTSE”). We are required to provide an annual management report on the effectiveness of our internal control over financial reporting.

Our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting and may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business, results of operations, and financial condition and could cause a decline in the trading price of our Class A common stock.

We may face exposure to foreign currency exchange rate fluctuations.

While we have historically transacted in U.S. dollars with the majority of our customers and vendors, we have also transacted in foreign currencies and for foreign jurisdictions where we have operations, and expect to continue to transact in more foreign currencies in the future. Accordingly, declines in the value of foreign currencies relative to the U.S. dollar can adversely affect our revenues and results of operations due to transactional and translational remeasurement that is reflected in our earnings. Also, fluctuations in the values of foreign currencies relative to the U.S. dollar could make it more difficult to detect underlying trends in our business and results of operations.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to the useful lives and carrying values of long-lived assets, the fair value of common stock, stock-based compensation expense, the period of benefit for deferred contract acquisition costs, and income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could harm our business. In particular, health crises, such as the

COVID-19 pandemic, and international conflicts, such as the invasion of Ukraine by Russia or the armed conflict in Israel and the Gaza Strip, including the reactions of governments, markets, and the general public, may result in a number of adverse consequences for our business, operations, and results of operations, many of which are beyond our control. We have our headquarters and a large employee presence in San Francisco, California, and the west coast of the United States contains active earthquake zones. In the event of a major earthquake, hurricane, or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our platform development, lengthy interruptions in our platform, breaches of data security, and loss of critical data, all of which would harm our business, results of operations, and financial condition. Acts of terrorism would also cause disruptions to the internet or the economy as a whole. In addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions. Our disaster recovery plan may not be sufficient to address all aspects or any unanticipated consequence or incident, and our insurance may not be sufficient to compensate us for the losses that could occur.

Risks Related To Ownership of Our Class A Common Stock

The trading price of our Class A common stock may be volatile and could decline significantly and rapidly.

The trading price of our Class A common stock has been and could continue to be subject to wide fluctuations in response to numerous factors in addition to the ones described in the preceding Risk Factors, many of which are beyond our control, including:

•actual or anticipated fluctuations in our results of operations;

•overall performance of the equity markets, the economy as a whole, and macroeconomic factors such as inflationary pressures;

•changes in the financial projections we may provide to the public or our failure to meet these projections;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•changes in pricing of subscription plans to our platform;

•actual or anticipated changes in our growth rate relative to that of our competitors;

•changes in the anticipated future size or growth rate of our addressable markets;

•announcements of new products, or of acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors;

•additions or departures of board members, management, or key personnel;

•rumors and market speculation involving us or other companies in our industry;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber security in the United States or globally;

•lawsuits threatened or filed against us;

•other events or factors, including bank failures, war, incidents of terrorism, or responses to these events;

•health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses; and

•sales, purchases, or expectations with respect to such transactions, of shares of our Class A common stock by us or our security holders, particularly by our founders, directors, executive officers, and principal stockholders, none of whom are subject to any contractual lock-up agreement or other contractual restrictions on transfer.

In addition, stock markets with respect to newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. For example, despite our revenue growing year over year, our stock price has experienced significant volatility in the past year due to general downturns and increased instability in the equity markets. In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, and financial condition.

Our largest stockholder will have the ability to influence the outcome of director elections and other matters requiring stockholder approval.

Dustin Moskovitz, our co-founder, President, Chief Executive Officer, Chair, and largest stockholder, beneficially owns a significant percentage of our outstanding Class A common stock and Class B common stock, together, representing a majority of the voting power of our capital stock as of October 31, 2023. Mr. Moskovitz could exert substantial influence over matters requiring approval by our stockholders. This concentration of ownership may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders.

The dual class structure of our common stock has the effect of concentrating voting control with our founders, directors, executive officers, and their respective affiliates. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

Our Class B common stock has 10 votes per share, and our Class A common stock, which is the stock listed on the NYSE and the LTSE, has one vote per share. Our founders, directors, executive officers, and their affiliates hold a majority of the voting power of our capital stock. Because of the 10-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively could continue to control a significant percentage of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval until the date of automatic conversion described below, when all outstanding shares of Class B common stock and Class A common stock will convert automatically into shares of a single class of common stock. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon the date that is the earlier of (i) the date that is specified by the affirmative vote of the holders of two-thirds of the then-outstanding shares of Class B common stock, (ii) one year after the death or permanent disability of Mr. Moskovitz, or (iii) the later of the date that is (x) September 21, 2030 and (y) the date that Mr. Moskovitz no longer serves as our Chief Executive Officer or as a member of our board of directors. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares over the long term. As a result, it is possible that, in addition to Mr. Moskovitz, one or more of the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into Class A common stock.

We cannot predict the effect our dual class structure may have on the trading price of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile trading price of our Class A common stock on the NYSE and the LTSE, in adverse publicity, or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders. Under such policies, the dual class structure of our common stock may make us ineligible for inclusion in certain indices. As a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices may not invest in our Class A common stock if we are not included and the trading price of our Class A common stock could be adversely affected. Previously, S&P Dow Jones also excluded companies utilizing dual or multi-class capital structures from its indices, including the S&P 500, the S&P MidCap 400, and the S&P SmallCap 600, which together make up the S&P Composite 1500. However, in April 2023, it reversed this policy and announced that companies with dual or multi-class capital structures will again be eligible for inclusion on its indices. We cannot be sure that such policy, or the policies of other indices, will not change further and make us ineligible for inclusion on other indices in the future.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the trading price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our founders, directors, executive officers, and principal stockholders, or the perception that these sales might occur in large quantities, could cause the trading price of our Class A common stock to decline.

In addition, certain of our security holders have rights, subject to some conditions, to require us to file registration statements for the public resale of the Class A common stock or to include such shares in registration statements that we may file for us or other stockholders. Any registration statement we file to register additional shares, whether as a result of registration rights or otherwise, could cause the trading price of our Class A common stock to decline or be volatile.

We may also issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments, or otherwise. Any such issuance could result in significant dilution to our existing stockholders and cause the trading price of our Class A common stock to decline.

Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.

From time to time, we may provide guidance via public disclosures regarding our projected business or financial performance. However, any such projections involve risks, assumptions, and uncertainties, and our actual results could differ materially from such projections. Factors that could cause or contribute to such differences include, but are not limited to, those identified in these Risk Factors, some or all of which are not predictable or within our control. Other unknown or unpredictable factors also could adversely impact our performance, and we undertake no obligation to update or revise any projections, whether as a result of new information, future events, or otherwise. In addition, various news sources, bloggers, and other publishers often make statements regarding our historical or projected business or financial performance, and you should not rely on any such information even if it is attributed directly or indirectly to us.

Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

We cannot assure you that any equity research analysts will adequately provide research coverage about our company and of our Class A common stock. A lack of adequate research coverage may harm the liquidity and trading price of our Class A common stock. To the extent equity research analysts do provide research coverage of our company and our Class A common stock, we will not have any control over the content and opinions included in their reports. The trading price of our Class A common stock could decline if one or more of these analysts downgrade our stock or publish inaccurate or unfavorable commentary or research. If one or more of these analysts cease coverage of our company, or fail to regularly publish reports on us, the demand for our Class A common stock could decrease, which in turn could cause our trading price or trading volume to decline.

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of the NYSE and the LTSE, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public company that is subject to these new rules and regulations has made and will continue to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit committee and compensation committee, and qualified executive officers. As a result of the disclosure obligations required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, results of operations, and financial condition.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. In addition, our November 2022 Senior Secured Credit Facility contains restrictions on our ability to pay dividends. Accordingly, investors must rely on sales of their Class A common stock as the only way to realize any future gains, if any, on their investments.

Additional stock issuances could result in significant dilution to our stockholders.

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments, or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Also, the exercise of stock options to purchase our stock and the settlement of RSUs will result in further dilution. The amount of dilution could be substantial depending upon the size of the issuance or exercise. For example, on September 7, 2022, we issued and sold 19,273,127 shares of our Class A common stock to our CEO and co-founder, Dustin Moskovitz, in a private placement transaction, at a purchase price of $18.16 per share, based on the closing trading price of the Company’s Class A common stock on September 2, 2022, for aggregate gross proceeds of approximately $350 million. Any future such transactions, notes or issuances could result in substantial dilution to our existing stockholders and cause the trading price of our Class A common stock to decline.

Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us, and the trading price of our Class A common stock may be lower as a result.

There are provisions in our restated certificate of incorporation and restated bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control were considered favorable by our stockholders. These anti-takeover provisions include:

•a classified board of directors so that not all members of our board of directors are elected at one time;

•the ability of our board of directors to determine the number of directors and to fill any vacancies and newly created directorships;

•a requirement that our directors may only be removed for cause;

•a prohibition on cumulative voting for directors;

•the requirement of a super-majority to amend some provisions in our restated certificate of incorporation and restated bylaws;

•authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•provide for a dual class common stock structure in which holders of our Class B common stock, which has 10 votes per share, have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class B and Class A common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;

•an inability of our stockholders to call special meetings of stockholders; and

•a prohibition on stockholder actions by written consent, thereby requiring that all stockholder actions be taken at a meeting of our stockholders.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a three-year period beginning on the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our restated certificate of incorporation, our restated bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for certain disputes between us and our stockholders, which will restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty, any action asserting a claim against us or our stockholders arising pursuant to the Delaware General Corporation Law, our certificate of incorporation, or our bylaws, any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or bylaws, any action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware, or any action asserting a claim governed by the internal affairs doctrine. The provisions would not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To

prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our restated certificate of incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America. In such instances, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

On September 27, 2023, Justin Rosenstein, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,000,000 shares of the Company’s Class A common stock. The plan terminates on January 3, 2025, or upon the earlier completion of all authorized transactions under the plan.

ITEM 6. EXHIBITS

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Incorporated by Reference

Exhibit Number

Exhibit Title

Form

File Number

Exhibit

Filing Date

3.1

Restated Certificate of Incorporation of the Registrant.

8-K

001-39495

3.1

September 21, 2020

3.2

Restated Bylaws of the Registrant.

8-K

001-39495

3.2

September 21, 2020

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2†

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, has been formatted in Inline XBRL

________________

* Filed herewith.

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of

1933, as amended, or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ASANA, INC.

Date: December 5, 2023	By:	/s/ Dustin Moskovitz
		Dustin Moskovitz
		President, Chief Executive Officer, and Chair
		(Principal Executive Officer)

Date: December 5, 2023	By:	/s/ Tim Wan
		Tim Wan
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dustin Moskovitz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Asana, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: December 5, 2023	By:	/s/ Dustin Moskovitz
		Dustin Moskovitz
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Wan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Asana, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: December 5, 2023	By:	/s/ Tim Wan
		Tim Wan
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Asana, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: December 5, 2023	By:	/s/ Dustin Moskovitz
		Dustin Moskovitz
		President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: December 5, 2023	By:	/s/ Tim Wan
		Tim Wan
		Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Oct. 31, 2023	Nov. 28, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2023
Document Transition Report	false
Entity File Number	001-39495
Entity Registrant Name	Asana, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-3912448
Entity Address, Address Line One	633 Folsom Street, Suite 100
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	525-3888
Title of 12(b) Security	Class A Common Stock, $0.00001 par value per share
Trading Symbol	ASAN
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	0001477720
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		137,045,378
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		85,489,359

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Current assets
Cash and cash equivalents	$ 268,314	$ 526,563
Marketable securities	261,726	2,739
Accounts receivable, net	68,032	82,363
Prepaid expenses and other current assets	46,069	48,726
Total current assets	644,141	660,391
Property and equipment, net	98,241	94,984
Operating lease right-of-use assets	182,779	176,189
Other assets	22,519	23,399
Total assets	947,680	954,963
Current liabilities
Accounts payable	9,988	7,554
Accrued expenses and other current liabilities	65,698	83,488
Deferred revenue, current	249,673	226,443
Operating lease liabilities, current	17,592	14,831
Total current liabilities	342,951	332,316
Term loan, net	44,856	46,696
Deferred revenue, noncurrent	5,770	7,156
Operating lease liabilities, noncurrent	220,181	210,012
Other liabilities	1,753	2,209
Total liabilities	615,511	598,389
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock	2	2
Additional paid-in capital	1,767,633	1,595,001
Accumulated other comprehensive loss	(3,278)	(873)
Accumulated deficit	(1,432,188)	(1,237,556)
Total stockholders’ equity	332,169	356,574
Total liabilities and stockholders’ equity	$ 947,680	$ 954,963

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Revenues	$ 166,503	$ 141,439	$ 481,369	$ 396,981
Cost of revenues	16,053	15,160	47,132	41,354
Gross profit	150,450	126,279	434,237	355,627
Operating expenses:
Research and development	81,028	75,509	241,715	215,947
Sales and marketing	98,349	113,713	288,034	320,228
General and administrative	34,494	38,165	106,537	128,064
Total operating expenses	213,871	227,387	636,286	664,239
Loss from operations	(63,421)	(101,108)	(202,049)	(308,612)
Interest income and other income (expense), net	3,479	1,291	13,310	(219)
Interest expense	(1,012)	(457)	(2,947)	(1,125)
Loss before provision for income taxes	(60,954)	(100,274)	(191,686)	(309,956)
Provision for income taxes	796	631	2,946	2,786
Net loss	$ (61,750)	$ (100,905)	$ (194,632)	$ (312,742)
Net loss per share:
Basic (in dollars per share)	$ (0.28)	$ (0.49)	$ (0.89)	$ (1.60)
Diluted (in dollars per share)	$ (0.28)	$ (0.49)	$ (0.89)	$ (1.60)
Weighted-average shares used in calculating net loss per share:
Basic (in shares)	221,776	204,657	219,094	195,261
Diluted (in shares)	221,776	204,657	219,094	195,261

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (61,750)	$ (100,905)	$ (194,632)	$ (312,742)
Other comprehensive loss:
Net unrealized gain (losses) on marketable securities	(236)	176	(1,251)	(29)
Change in foreign currency translation adjustments	(1,725)	(1,225)	(1,154)	(2,048)
Comprehensive loss	$ (63,711)	$ (101,954)	$ (197,037)	$ (314,819)

CONDENSED CONSOLIDATED STATMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Jan. 31, 2022		188,298
Beginning balance at Jan. 31, 2022	$ 203,840	$ 2	$ 1,034,252	$ (626)	$ (829,788)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of options (in shares)		1,599
Issuance of common stock upon the exercise of options	4,607		4,607
Vesting of early exercised stock options	595		595
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares)		2,802
Issuance of common stock under employee share purchase plan (in shares)		720
Issuance of common stock under employee share purchase plan	17,115		17,115
Issuance of common stock upon conversion of convertible notes—related party (in shares)		19,273
Issuance of common stock upon conversion of convertible notes—related party	347,288
Stock-based compensation expense	136,343		136,343
Net unrealized gain (losses) on marketable securities	(29)			(29)
Foreign currency translation adjustments	(2,048)			(2,048)
Net loss	(312,742)				(312,742)
Ending balance (in shares) at Oct. 31, 2022		212,692
Ending balance at Oct. 31, 2022	394,969	$ 2	1,540,200	(2,703)	(1,142,530)
Beginning balance (in shares) at Jul. 31, 2022		191,666
Beginning balance at Jul. 31, 2022	92,121	$ 2	1,135,398	(1,654)	(1,041,625)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of options (in shares)		321
Issuance of common stock upon the exercise of options	978		978
Vesting of early exercised stock options	134		134
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares)		1,065
Issuance of common stock under employee share purchase plan (in shares)		367
Issuance of common stock under employee share purchase plan	7,959		7,959
Issuance of common stock upon conversion of convertible notes—related party (in shares)		19,273
Issuance of common stock upon conversion of convertible notes—related party	347,288
Stock-based compensation expense	48,443		48,443
Net unrealized gain (losses) on marketable securities	176			176
Foreign currency translation adjustments	(1,225)			(1,225)
Net loss	(100,905)				(100,905)
Ending balance (in shares) at Oct. 31, 2022		212,692
Ending balance at Oct. 31, 2022	394,969	$ 2	1,540,200	(2,703)	(1,142,530)
Beginning balance (in shares) at Jan. 31, 2023		214,293
Beginning balance at Jan. 31, 2023	$ 356,574	$ 2	1,595,001	(873)	(1,237,556)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of options (in shares)	1,649	1,649
Issuance of common stock upon the exercise of options	$ 3,856		3,856
Vesting of early exercised stock options	108		108
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares)		5,584
Issuance of common stock upon the vesting and settlement of restricted stock units	(7)
Issuance of common stock under employee share purchase plan (in shares)		878
Issuance of common stock under employee share purchase plan	15,069		15,069
Stock-based compensation expense	153,606		153,606
Net unrealized gain (losses) on marketable securities	(1,251)			(1,251)
Foreign currency translation adjustments	(1,154)			(1,154)
Net loss	(194,632)				(194,632)
Ending balance (in shares) at Oct. 31, 2023		222,404
Ending balance at Oct. 31, 2023	332,169	$ 2	1,767,633	(3,278)	(1,432,188)
Beginning balance (in shares) at Jul. 31, 2023		219,606
Beginning balance at Jul. 31, 2023	334,253	$ 2	1,706,006	(1,317)	(1,370,438)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of options (in shares)		278
Issuance of common stock upon the exercise of options	783		783
Vesting of early exercised stock options	2		2
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares)		2,100
Issuance of common stock upon the vesting and settlement of restricted stock units	0
Issuance of common stock under employee share purchase plan (in shares)		420
Issuance of common stock under employee share purchase plan	6,511		6,511
Stock-based compensation expense	54,331		54,331
Net unrealized gain (losses) on marketable securities	(236)			(236)
Foreign currency translation adjustments	(1,725)			(1,725)
Net loss	(61,750)				(61,750)
Ending balance (in shares) at Oct. 31, 2023		222,404
Ending balance at Oct. 31, 2023	$ 332,169	$ 2	$ 1,767,633	$ (3,278)	$ (1,432,188)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash flows from operating activities
Net loss	$ (194,632)	$ (312,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for expected credit losses	2,072	1,045
Depreciation and amortization	10,407	9,507
Amortization of deferred contract acquisition costs	15,971	10,509
Stock-based compensation expense	150,569	135,834
Net amortization (accretion) of premium (discount) on marketable securities	(1,568)	50
Non-cash lease expense	13,998	11,426
Impairment of long-lived assets	5,009	0
Amortization of discount on revolving credit facility and term loan issuance costs	91	13
Changes in operating assets and liabilities:
Accounts receivable	12,251	(1,377)
Prepaid expenses and other current assets	(13,764)	(22,155)
Other assets	742	(3,201)
Accounts payable	3,612	(3,333)
Accrued expenses and other liabilities	(16,885)	15,225
Deferred revenue	21,843	40,614
Operating lease liabilities	(12,310)	(10,374)
Net cash used in operating activities	(2,594)	(128,959)
Cash flows from investing activities
Purchases of marketable securities	(284,312)	(72,216)
Sales of marketable securities	12	0
Maturities of marketable securities	25,641	110,204
Purchases of property and equipment	(7,221)	(3,140)
Capitalized internal-use software costs	(4,325)	(952)
Net cash provided by (used in) investing activities	(270,205)	33,896
Cash flows from financing activities
Repayment of term loan	(2,500)	(2,667)
Proceeds from private placement—related party, net of offering costs	0	347,384
Repurchases of common stock	0	(2)
Proceeds from exercise of stock options	3,856	4,627
Proceeds from employee stock purchase plan	15,069	17,115
Taxes paid related to net share settlement of equity awards	(7)	0
Net cash provided by financing activities	16,418	366,457
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash	(1,868)	(1,207)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(258,249)	270,187
Cash, cash equivalents, and restricted cash
Beginning of period	526,563	240,403
End of period	268,314	510,590
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	268,314	509,091
Restricted cash	0	1,499
Supplemental cash flow data
Cash paid for income taxes	3,101	3,617
Supplemental non-cash investing and financing information
Purchase of property and equipment in accounts payable and accrued expenses	286	651
Private placement—related party offering costs not yet paid	$ 0	$ 96

Organization	9 Months Ended
Organization	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Organization and Description of Business Asana, Inc. (“Asana” or the “Company”) was incorporated in the state of Delaware on December 16, 2008. Asana is a work management platform that helps organizations orchestrate work, from daily tasks to cross-functional strategic initiatives. The Company is headquartered in San Francisco, California.

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. The unaudited condensed consolidated balance sheet as of January 31, 2023 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. In management's opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of comprehensive loss, and stockholders' equity (deficit), and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, revenue recognition, the useful lives and carrying values of long-lived assets, the fair value of common stock for periods prior to the Company’s direct listing of its Class A common stock on the New York Stock Exchange (“NYSE”) (the “Direct Listing”), stock-based compensation expense, the period of benefit for deferred contract acquisition costs, income taxes, and the valuation of right-of-use assets. Actual results could differ from those estimates. Risks and Uncertainties Global macroeconomic events including elevated inflation, the U.S. Federal Reserve raising interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, the Russian invasion of Ukraine, the current armed conflict in Israel and the Gaza Strip, and the residual impact of the COVID-19 pandemic have led to economic uncertainty. These macroeconomic conditions have and are likely to continue to have adverse effects on the rate of global IT spending, including the buying patterns of the Company’s customers and prospective customers. The conditions caused by the aforementioned macroeconomic events have affected and could continue to affect the rate of global IT spending and could adversely affect demand for the Company’s platform, lengthen the Company’s sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of the Company’s paying customers to go out of business, and affect contraction or attrition rates of the Company’s customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance related to the aforementioned macroeconomic events that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and marketable securities. The Company deposits its cash and cash equivalents with financial institutions that management believes are of high credit quality, although such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Cash equivalents are invested in highly rated securities. The Company grants credit to customers in the normal course of business. For the three and nine months ended October 31, 2023 and October 31, 2022, there were no individual customers that accounted for 10% or more of the Company’s revenues. No customer accounted for more than 10% of accounts receivable as of October 31, 2023 or January 31, 2023. Fair Value of Financial Instruments Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs comprised of quoted prices for identical assets or liabilities in active markets. Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. In determining fair value, a financial instrument’s classification within the three-tier fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amount of certain financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximates their fair values due to their short-term nature. Available-for-sale Investments The Company’s marketable securities are primarily comprised of U.S. government securities, commercial paper, and corporate bonds. The Company classifies its securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including securities with stated maturities beyond twelve months, within current assets in the condensed consolidated balance sheets. Available-for-sale securities are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity (deficit) until realized. Unrealized gains and losses for any marketable securities that management intends to sell or is more likely than not that management will be required to sell prior to their anticipated recovery are recorded in other income (expense), net. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset groups may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company recorded no impairment charge during the three months ended October 31, 2023 and 2022. The Company recorded $5.0 million and no impairment charge during the nine months ended October 31, 2023 and 2022, respectively. The $5.0 million impairment charge incurred during the nine months ended October 31, 2023 related to the right-of-use (“ROU”) assets and underlying property and equipment associated with the Company’s subleased office spaces is further described in Note 8. Leases to the condensed consolidated financial statements. Recently Adopted Accounting Pronouncements On February 1, 2023, the Company adopted ASU No. 2021-08, Business Combinations - Accounting for Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. The adoption of the guidance did not have an impact on the Company’s condensed consolidated financial statements.

Revenues

9 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Deferred Revenue and Remaining Performance Obligations

Deferred Contract Acquisition Costs

The following table summarizes the activity of deferred contract acquisition costs (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Beginning balance	$	38,336	$	28,227	$	36,583	$	22,771
Capitalization of contract acquisition costs	5,277		7,399		17,333		19,427
Amortization of deferred contract acquisition costs	(5,668)		(3,937)		(15,971)		(10,509)
Ending balance	$	37,945	$	31,689	$	37,945	$	31,689

Deferred contract acquisition costs, current	$	20,528	$	15,513	$	20,528	$	15,513
Deferred contract acquisition costs, noncurrent	17,417		16,176		17,417		16,176
Total deferred contract acquisition costs	$	37,945	$	31,689	$	37,945	$	31,689

Fair Value Measurements

9 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):


	October 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	82,400	$	—	$	—	$	82,400
Commercial paper	—		4,959		—		4,959
U.S. government agency securities	9,950		—		—		9,950
Total cash equivalents	$	92,350	$	4,959	$	—	$	97,309
Marketable securities
U.S. government agency securities	$	157,746	$	—	$	—	$	157,746
Commercial paper	—		11,463		—		11,463
Corporate bonds	—		71,279		—		71,279
Agency bonds	—		21,238		—		21,238
Total marketable securities	$	157,746	$	103,980	$	—	$	261,726




Total assets	$	250,096	$	108,939	$	—	$	359,035


	January 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	289,001	$	—	$	—	$	289,001


Total cash equivalents	$	289,001	$	—	$	—	$	289,001
Marketable securities


Corporate bonds	$	—	$	2,739	$	—	$	2,739

Total marketable securities	$	—	$	2,739	$	—	$	2,739



Total assets	$	289,001	$	2,739	$	—	$	291,740

The following table summarizes the Company's investments in marketable securities on the condensed consolidated balance sheets (in thousands):


	October 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets
U.S. government agency securities	$	158,742	$	4	$	(1,000)	$	157,746
Commercial paper	11,472		—		(9)		11,463
Corporate bonds	71,518		35		(274)		71,279
Agency bonds	21,250		—		(12)		21,238
Total marketable securities	$	262,982	$	39	$	(1,295)	$	261,726


	January 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets


Corporate bonds	$	2,744	$	—	$	(5)	$	2,739

Total marketable securities	$	2,744	$	—	$	(5)	$	2,739

The following table presents the contractual maturities of the Company’s marketable securities as of October 31, 2023 (in thousands):


	October 31, 2023
	Amortized Cost		Estimated Fair Value
Due within one year	$	116,425	$	116,219
Due within one to three years	146,557		145,507
Total	$	262,982	$	261,726

Balance Sheet Components

9 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Leasehold improvements	$	100,733	$	98,264
Capitalized internal-use software	22,203		15,005
Furniture and fixtures	11,676		10,325
Desktop and other computer equipment	2,106		1,804
Construction in progress	26		652
Total gross property and equipment	136,744		126,050
Less: Accumulated depreciation and amortization	(38,503)		(31,066)
Total property and equipment, net	$	98,241	$	94,984

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Deferred contract acquisition costs, current	$	20,528	$	18,049
Prepaid expenses	20,305		25,134
Other current assets	5,236		5,543
Total prepaid expenses and other current assets	$	46,069	$	48,726

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Accrued payroll liabilities	$	12,972	$	22,336

Accrued sales and value-added taxes	10,309		13,347
Accrued taxes for fringe benefits	8,509		8,064
Accrued advertising expenses	7,522		10,565
Accrued consulting expenses	3,263		4,076



Other liabilities	23,123		25,100
Total accrued expenses and other current liabilities	$	65,698	$	83,488

Debt

9 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

Debt

The net carrying amounts of the November 2022 Senior Secured Credit Facility were as follows (in thousands):



	October 31, 2023		January 31, 2023
Principal	$	47,500	$	50,000
Accrued interest	301		218
Unamortized loan issuance costs	(144)		(179)
Net carrying amount	$	47,657	$	50,039


Term loan, current	$	2,801	$	3,343
Term loan, noncurrent	$	44,856	$	46,696

The net carrying amount of the current portion of the term loan is presented within accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Standby Letters of Credit As of October 31, 2023, the Company had several letters of credit outstanding related to its operating leases totaling $21.4 million. The letters of credit expire at various dates between 2025 and 2034. Purchase Commitments In January 2021, the Company entered into a 60-month contract with Amazon Web Services for hosting-related services. Pursuant to the terms of the contract, the Company is required to spend a minimum of $103.5 million over the term of the agreement. The commitment may be offset by up to $7.3 million in additional credits subject to the Company meeting certain conditions of the agreement, all of which have been earned as of October 31, 2023. As of October 31, 2023, the Company had purchase commitments remaining of $42.3 million under this contract. During the nine months ended October 31, 2023, other than certain non-cancelable operating leases described in Note 8. Leases and the commitment for hosting-related services described above, there have been no other material changes outside the ordinary course of business to the Company's contractual obligations and commitments from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023. Indemnification Agreements The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against any liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. Additionally, in the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. For the three and nine months ended October 31, 2023 and 2022, no demands have been made upon the Company to provide indemnification under such agreements, and there are no claims that the Company is aware of that could have a material adverse effect on its financial position, results of operations, or cash flows. Contingencies From time to time in the normal course of business, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. As of October 31, 2023, the Company believes that none of its current legal proceedings would have a material adverse effect on its financial position, results of operations, or cash flows.

Leases

9 Months Ended

Oct. 31, 2023

Leases [Abstract]

Leases


Fiscal year ending January 31,	Operating Lease Payments (Net)
2024	$	9,751
2025	39,469
2026	37,707
2027	38,075
2028 and thereafter	238,501
Total undiscounted operating lease payments	$	363,503
Less: imputed interest	(125,730)
Total operating lease liabilities	$	237,773

October 31, 2022. The Company recognizes sublease income as a reduction of lease expense in the Company’s condensed consolidated statements of operations.


Fiscal year ending January 31,	Sublease Payments to be Received
2024	$	—
2025	1,556
2026	1,919
2027	1,976
2028 and thereafter	3,244
Total sublease income	$	8,695

Lessor, Operating Leases

Leases


Fiscal year ending January 31,	Operating Lease Payments (Net)
2024	$	9,751
2025	39,469
2026	37,707
2027	38,075
2028 and thereafter	238,501
Total undiscounted operating lease payments	$	363,503
Less: imputed interest	(125,730)
Total operating lease liabilities	$	237,773

October 31, 2022. The Company recognizes sublease income as a reduction of lease expense in the Company’s condensed consolidated statements of operations.


Fiscal year ending January 31,	Sublease Payments to be Received
2024	$	—
2025	1,556
2026	1,919
2027	1,976
2028 and thereafter	3,244
Total sublease income	$	8,695

Net Loss per Share

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Numerator:
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	221,776		204,657		219,094		195,261
Net loss per share, basic and diluted	$	(0.28)	$	(0.49)	$	(0.89)	$	(1.60)


	Three Months Ended October 31,		Nine Months Ended October 31,
	2023	2022	2023	2022

Stock options	10,242	12,405	10,242	12,405
Restricted stock units	17,970	12,048	17,970	12,048
Early exercised stock options	—	55	—	55
Shares issuable pursuant to the 2020 Employee Stock Purchase Plan	161	160	161	160
Total	28,373	24,668	28,373	24,668

Stockholders' Deficit

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stockholders' Deficit

Stockholders’ Deficit

Common Stock

All changes in the number of shares of common stock outstanding for the three and nine months ended October 31, 2023 and 2022, were related to changes in Class A common stock.

Private Placement—Related Party

Stock Plans

The Company has outstanding RSU awards issued pursuant to the 2012 Plan and 2020 Plan. RSUs granted generally vest on a predefined rate over a period of four years contingent upon continuous service.

Shares of common stock purchased under the 2012 Plan are subject to certain restrictions and repurchase rights.

Stock Options

Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data):


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balances at January 31, 2023	11,941	$	2.96	5.1	$	149,738
Options granted	—	—
Options exercised	(1,649)	2.34
Options cancelled	(50)	5.42
Balances at October 31, 2023	10,242	$	3.05	4.4	$	157,956


Vested and exercisable at October 31, 2023	9,978	$	3.05	4.4	$	153,882
Vested and expected to vest at October 31, 2023	10,242	$	3.05	4.4	$	157,961

The total intrinsic value of options exercised during the periods presented was as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Aggregate intrinsic value of options exercised (in thousands)	$	4,583	$	6,531	$	30,876	$	47,586

Early Exercise of Employee Options

Restricted Stock Units

The Company’s RSU activity is set forth below (in thousands, except per share data):


	Number of Shares	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Unvested RSUs at January 31, 2023	14,591	$	27.75	$	226,145
RSUs granted	11,831	20.18
RSUs vested	(5,582)	26.09
RSUs cancelled/forfeited	(2,870)	26.12
Unvested RSUs at October 31, 2023	17,970	$	23.54	$	331,906
RSUs vested, not yet released at October 31, 2023	856	$	36.06

Stock-Based Compensation Expense

Stock-based compensation for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Cost of revenues	$	413	$	461	$	1,177	$	1,200
Research and development	29,384		25,030		83,928		70,606
Sales and marketing	15,584		15,018		43,438		43,028
General and administrative	7,485		7,482		22,026		21,000
Total stock-based compensation expense	$	52,866	$	47,991	$	150,569	$	135,834

The stock-based compensation expense related to options granted to non-employees for the three and nine months ended October 31, 2023 and 2022 were not material.

Total unrecognized compensation costs related to unvested awards not yet recognized under all equity compensation plans was as follows:


	October 31, 2023
	Unrecognized Expense (in thousands)		Weighted-Average Expected Recognition Period (in years)
Stock options	$	383	3.5
RSUs	389,817		3.0
Total unrecognized stock-based compensation expense	$	390,200	3.0

2020 Employee Stock Purchase Plan

Interest Income and Other Income (Expense), Net

9 Months Ended

Oct. 31, 2023

Other Income and Expenses [Abstract]

Interest Income and Other Income (Expense), Net

Interest income and other income (expense), net consist of the following (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Interest income	$	6,088	$	2,264	$	15,703	$	3,007
Unrealized losses on foreign currency transactions	(1,545)		(211)		(1,129)		(602)
Other non-operating expense	(1,064)		(762)		(1,264)		(2,624)
Total interest income and other income (expense), net	$	3,479	$	1,291	$	13,310	$	(219)

Other non-operating expense consists primarily of realized foreign currency gains and losses on transactions in the periods presented.

Income Taxes	9 Months Ended
Income Taxes	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company's income tax expense was $0.8 million and $0.6 million for the three months ended October 31, 2023 and 2022, respectively, and $2.9 million and $2.8 million for the nine months ended October 31, 2023 and 2022, respectively, primarily due to income taxes in foreign jurisdictions.

Geographic Information

9 Months Ended

Oct. 31, 2023

Segment Reporting [Abstract]

Geographic Information

The following tables set forth revenues and long-lived assets, including operating lease ROU assets, by geographic area for the periods presented below (in thousands):

Revenues


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
United States	$	101,019	$	85,976	$	293,234	$	238,600
International	65,484		55,463		188,135		158,381
Total revenues	$	166,503	$	141,439	$	481,369	$	396,981

Revenues by geography are based on the billing address of the customer.

Long-Lived Assets


	October 31, 2023		January 31, 2023
United States	$	275,111	$	265,582
International	5,909		5,591
Total long-lived assets	$	281,020	$	271,173

Restructuring

9 Months Ended

Oct. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring


	Restructuring Liability
Beginning balance as of February 1, 2023	$	873
Charges (benefit)	(147)
Payments	(707)
Foreign currency translation adjustment	(19)
Ending balance as of October 31, 2023	$	—

Related Party Transactions	9 Months Ended
Related Party Transactions	Oct. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the fiscal year ended January 31, 2020, the Company began leasing certain office facilities from a company affiliated with Board members of the Company. Rent expenses under these leases totaled $0.3 million and $0.5 million during the three months ended October 31, 2023 and 2022, respectively, and $1.2 million and $1.4 million during the nine months ended October 31, 2023 and 2022, respectively. The Company has entered into an advertising agreement with a company affiliated with a Board member of the Company. Expenses under this agreement totaled $0.3 million and $0.5 million during the three months ended October 31, 2023 and 2022, respectively, and $0.8 million and $1.5 million during the nine months ended October 31, 2023 and 2022, respectively. The Company has entered into an advertising agreement with a company affiliated with a Board member of the Company. Expenses under this agreement totaled $0.5 million and $0.7 million during the three months ended October 31, 2023 and 2022, respectively, and $1.5 million and $2.5 million during the nine months ended October 31, 2023 and 2022, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (61,750)	$ (100,905)	$ (194,632)	$ (312,742)

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Oct. 31, 2023 shares	Oct. 31, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Justin Rosenstein [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On September 27, 2023, Justin Rosenstein, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,000,000 shares of the Company’s Class A common stock. The plan terminates on January 3, 2025, or upon the earlier completion of all authorized transactions under the plan.
Name	Justin Rosenstein
Title	member of our board of directors
Rule 10b5-1 Arrangement Adopted	true
Arrangement Duration	464 days
Aggregate Available	2,000,000	2,000,000

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Oct. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.
Basis of Accounting	The unaudited condensed consolidated balance sheet as of January 31, 2023 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. In management's opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of comprehensive loss, and stockholders' equity (deficit), and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, revenue recognition, the useful lives and carrying values of long-lived assets, the fair value of common stock for periods prior to the Company’s direct listing of its Class A common stock on the New York Stock Exchange (“NYSE”) (the “Direct Listing”), stock-based compensation expense, the period of benefit for deferred contract acquisition costs, income taxes, and the valuation of right-of-use assets. Actual results could differ from those estimates.
Risks and Uncertainties	Risks and Uncertainties Global macroeconomic events including elevated inflation, the U.S. Federal Reserve raising interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, the Russian invasion of Ukraine, the current armed conflict in Israel and the Gaza Strip, and the residual impact of the COVID-19 pandemic have led to economic uncertainty. These macroeconomic conditions have and are likely to continue to have adverse effects on the rate of global IT spending, including the buying patterns of the Company’s customers and prospective customers. The conditions caused by the aforementioned macroeconomic events have affected and could continue to affect the rate of global IT spending and could adversely affect demand for the Company’s platform, lengthen the Company’s sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of the Company’s paying customers to go out of business, and affect contraction or attrition rates of the Company’s customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance related to the aforementioned macroeconomic events that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, and marketable securities. The Company deposits its cash and cash equivalents with financial institutions that management believes are of high credit quality, although such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Cash equivalents are invested in highly rated securities. The Company grants credit to customers in the normal course of business. For the three and nine months ended October 31, 2023 and October 31, 2022, there were no individual customers that accounted for 10% or more of the Company’s revenues. No customer accounted for more than 10% of accounts receivable as of October 31, 2023 or January 31, 2023.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs comprised of quoted prices for identical assets or liabilities in active markets. Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. In determining fair value, a financial instrument’s classification within the three-tier fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amount of certain financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximates their fair values due to their short-term nature.
Available-for-sale Investments	Available-for-sale Investments The Company’s marketable securities are primarily comprised of U.S. government securities, commercial paper, and corporate bonds. The Company classifies its securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including securities with stated maturities beyond twelve months, within current assets in the condensed consolidated balance sheets. Available-for-sale securities are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity (deficit) until realized. Unrealized gains and losses for any marketable securities that management intends to sell or is more likely than not that management will be required to sell prior to their anticipated recovery are recorded in other income (expense), net.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset groups may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company recorded no impairment charge during the three months ended October 31, 2023 and 2022. The Company recorded $5.0 million and no impairment charge during the nine months ended October 31, 2023 and 2022, respectively. The $5.0 million impairment charge incurred during the nine months ended October 31, 2023 related to the right-of-use (“ROU”) assets and underlying property and equipment associated with the Company’s subleased office spaces is further described in Note 8. Leases to the condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements On February 1, 2023, the Company adopted ASU No. 2021-08, Business Combinations - Accounting for Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. The adoption of the guidance did not have an impact on the Company’s condensed consolidated financial statements.

Revenues (Tables)

9 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Deferred Contract Acquisition Costs

The following table summarizes the activity of deferred contract acquisition costs (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Beginning balance	$	38,336	$	28,227	$	36,583	$	22,771
Capitalization of contract acquisition costs	5,277		7,399		17,333		19,427
Amortization of deferred contract acquisition costs	(5,668)		(3,937)		(15,971)		(10,509)
Ending balance	$	37,945	$	31,689	$	37,945	$	31,689

Deferred contract acquisition costs, current	$	20,528	$	15,513	$	20,528	$	15,513
Deferred contract acquisition costs, noncurrent	17,417		16,176		17,417		16,176
Total deferred contract acquisition costs	$	37,945	$	31,689	$	37,945	$	31,689

Fair Value Measurements (Tables)

9 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):


	October 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	82,400	$	—	$	—	$	82,400
Commercial paper	—		4,959		—		4,959
U.S. government agency securities	9,950		—		—		9,950
Total cash equivalents	$	92,350	$	4,959	$	—	$	97,309
Marketable securities
U.S. government agency securities	$	157,746	$	—	$	—	$	157,746
Commercial paper	—		11,463		—		11,463
Corporate bonds	—		71,279		—		71,279
Agency bonds	—		21,238		—		21,238
Total marketable securities	$	157,746	$	103,980	$	—	$	261,726




Total assets	$	250,096	$	108,939	$	—	$	359,035


	January 31, 2023
	Level 1		Level 2		Level 3		Total
Current Assets
Cash equivalents
Money market funds	$	289,001	$	—	$	—	$	289,001


Total cash equivalents	$	289,001	$	—	$	—	$	289,001
Marketable securities


Corporate bonds	$	—	$	2,739	$	—	$	2,739

Total marketable securities	$	—	$	2,739	$	—	$	2,739



Total assets	$	289,001	$	2,739	$	—	$	291,740

Schedule of Debt Securities, Available-for-sale

The following table summarizes the Company's investments in marketable securities on the condensed consolidated balance sheets (in thousands):


	October 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets
U.S. government agency securities	$	158,742	$	4	$	(1,000)	$	157,746
Commercial paper	11,472		—		(9)		11,463
Corporate bonds	71,518		35		(274)		71,279
Agency bonds	21,250		—		(12)		21,238
Total marketable securities	$	262,982	$	39	$	(1,295)	$	261,726


	January 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Current Assets


Corporate bonds	$	2,744	$	—	$	(5)	$	2,739

Total marketable securities	$	2,744	$	—	$	(5)	$	2,739

Schedule of Contractual Maturities

The following table presents the contractual maturities of the Company’s marketable securities as of October 31, 2023 (in thousands):


	October 31, 2023
	Amortized Cost		Estimated Fair Value
Due within one year	$	116,425	$	116,219
Due within one to three years	146,557		145,507
Total	$	262,982	$	261,726

Balance Sheet Components (Tables)

9 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment, Net

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Leasehold improvements	$	100,733	$	98,264
Capitalized internal-use software	22,203		15,005
Furniture and fixtures	11,676		10,325
Desktop and other computer equipment	2,106		1,804
Construction in progress	26		652
Total gross property and equipment	136,744		126,050
Less: Accumulated depreciation and amortization	(38,503)		(31,066)
Total property and equipment, net	$	98,241	$	94,984

Schedule of Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Deferred contract acquisition costs, current	$	20,528	$	18,049
Prepaid expenses	20,305		25,134
Other current assets	5,236		5,543
Total prepaid expenses and other current assets	$	46,069	$	48,726

Schedule of Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	October 31, 2023		January 31, 2023
Accrued payroll liabilities	$	12,972	$	22,336

Accrued sales and value-added taxes	10,309		13,347
Accrued taxes for fringe benefits	8,509		8,064
Accrued advertising expenses	7,522		10,565
Accrued consulting expenses	3,263		4,076



Other liabilities	23,123		25,100
Total accrued expenses and other current liabilities	$	65,698	$	83,488

Debt (Tables)

9 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The net carrying amounts of the November 2022 Senior Secured Credit Facility were as follows (in thousands):



	October 31, 2023		January 31, 2023
Principal	$	47,500	$	50,000
Accrued interest	301		218
Unamortized loan issuance costs	(144)		(179)
Net carrying amount	$	47,657	$	50,039


Term loan, current	$	2,801	$	3,343
Term loan, noncurrent	$	44,856	$	46,696

Leases (Tables)

9 Months Ended

Oct. 31, 2023

Leases [Abstract]

Schedule of Operating Lease, Liability, Maturity


Fiscal year ending January 31,	Operating Lease Payments (Net)
2024	$	9,751
2025	39,469
2026	37,707
2027	38,075
2028 and thereafter	238,501
Total undiscounted operating lease payments	$	363,503
Less: imputed interest	(125,730)
Total operating lease liabilities	$	237,773

Sublease Payments to be Received

As of October 31, 2023, the future total minimum sublease payments to be received were as follows (in thousands):


Fiscal year ending January 31,	Sublease Payments to be Received
2024	$	—
2025	1,556
2026	1,919
2027	1,976
2028 and thereafter	3,244
Total sublease income	$	8,695

Net Loss per Share (Tables)

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Calculation of Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Numerator:
Net loss	$	(61,750)	$	(100,905)	$	(194,632)	$	(312,742)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	221,776		204,657		219,094		195,261
Net loss per share, basic and diluted	$	(0.28)	$	(0.49)	$	(0.89)	$	(1.60)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended October 31,		Nine Months Ended October 31,
	2023	2022	2023	2022

Stock options	10,242	12,405	10,242	12,405
Restricted stock units	17,970	12,048	17,970	12,048
Early exercised stock options	—	55	—	55
Shares issuable pursuant to the 2020 Employee Stock Purchase Plan	161	160	161	160
Total	28,373	24,668	28,373	24,668

Stockholders' Deficit (Tables)

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

Option activity under the Company’s combined stock plans is set forth below (in thousands, except years and per share data):


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balances at January 31, 2023	11,941	$	2.96	5.1	$	149,738
Options granted	—	—
Options exercised	(1,649)	2.34
Options cancelled	(50)	5.42
Balances at October 31, 2023	10,242	$	3.05	4.4	$	157,956


Vested and exercisable at October 31, 2023	9,978	$	3.05	4.4	$	153,882
Vested and expected to vest at October 31, 2023	10,242	$	3.05	4.4	$	157,961

Summary of Weighted-Average Grant-Date Fair Value of Options Granted and Total Intrinsic Value of Options Exercised

The total intrinsic value of options exercised during the periods presented was as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Aggregate intrinsic value of options exercised (in thousands)	$	4,583	$	6,531	$	30,876	$	47,586

Schedule of RSU Activity

The Company’s RSU activity is set forth below (in thousands, except per share data):


	Number of Shares	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Unvested RSUs at January 31, 2023	14,591	$	27.75	$	226,145
RSUs granted	11,831	20.18
RSUs vested	(5,582)	26.09
RSUs cancelled/forfeited	(2,870)	26.12
Unvested RSUs at October 31, 2023	17,970	$	23.54	$	331,906
RSUs vested, not yet released at October 31, 2023	856	$	36.06

Schedule of Stock-Based Compensation Expense

Stock-based compensation for stock-based awards to employees and non-employees in the Company’s condensed consolidated statements of operations for the periods below were as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Cost of revenues	$	413	$	461	$	1,177	$	1,200
Research and development	29,384		25,030		83,928		70,606
Sales and marketing	15,584		15,018		43,438		43,028
General and administrative	7,485		7,482		22,026		21,000
Total stock-based compensation expense	$	52,866	$	47,991	$	150,569	$	135,834

Summary of Unrecognized Compensation Costs, Related to Unvested Awards

Total unrecognized compensation costs related to unvested awards not yet recognized under all equity compensation plans was as follows:


	October 31, 2023
	Unrecognized Expense (in thousands)		Weighted-Average Expected Recognition Period (in years)
Stock options	$	383	3.5
RSUs	389,817		3.0
Total unrecognized stock-based compensation expense	$	390,200	3.0

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

9 Months Ended

Oct. 31, 2023

Other Income and Expenses [Abstract]

Schedule of Interest and Other Income (Expense), Net

Interest income and other income (expense), net consist of the following (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
Interest income	$	6,088	$	2,264	$	15,703	$	3,007
Unrealized losses on foreign currency transactions	(1,545)		(211)		(1,129)		(602)
Other non-operating expense	(1,064)		(762)		(1,264)		(2,624)
Total interest income and other income (expense), net	$	3,479	$	1,291	$	13,310	$	(219)

Geographic Information (Tables)

9 Months Ended

Oct. 31, 2023

Segment Reporting [Abstract]

Revenue by Geographic Areas

Revenues


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022
United States	$	101,019	$	85,976	$	293,234	$	238,600
International	65,484		55,463		188,135		158,381
Total revenues	$	166,503	$	141,439	$	481,369	$	396,981

Long-lived Assets by Geographic Areas

Long-Lived Assets


	October 31, 2023		January 31, 2023
United States	$	275,111	$	265,582
International	5,909		5,591
Total long-lived assets	$	281,020	$	271,173

Restructuring (Tables)

9 Months Ended

Oct. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs


	Restructuring Liability
Beginning balance as of February 1, 2023	$	873
Charges (benefit)	(147)
Payments	(707)
Foreign currency translation adjustment	(19)
Ending balance as of October 31, 2023	$	—

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Accounting Policies [Abstract]
Asset impairment charge	$ 5.0	$ 0.0

Revenues - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenues - Narrative (Details) - USD ($) $ in Millions	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue recognized	$ 42.5	$ 32.1	$ 208.6	$ 156.3
Revenue, remaining performance obligation, amount	$ 335.1		$ 335.1
Deferred contract acquisition costs, amortization period	3 years		3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	85.00%		85.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months		12 months

Revenues - Deferred Contract Acquisition Costs Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Capitalized Contract Costs [Roll Forward]
Beginning balance	$ 38,336	$ 28,227	$ 36,583	$ 22,771
Capitalization of contract acquisition costs	5,277	7,399	17,333	19,427
Amortization of deferred contract acquisition costs	(5,668)	(3,937)	(15,971)	(10,509)
Ending balance	37,945	31,689	37,945	31,689
Deferred contract acquisition costs, current	20,528	15,513	20,528	15,513	$ 18,049
Deferred contract acquisition costs, noncurrent	17,417	16,176	17,417	16,176
Total deferred contract acquisition costs	$ 37,945	$ 31,689	$ 37,945	$ 31,689	$ 36,583

Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 97,309	$ 289,001
Marketable securities	261,726	2,739
Total assets	359,035	291,740
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	82,400	289,001
U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	9,950
Marketable securities	157,746
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	71,279	2,739
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	4,959
Marketable securities	11,463
Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	21,238
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	92,350	289,001
Marketable securities	157,746	0
Total assets	250,096	289,001
Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	82,400	289,001
Level 1 \| U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	9,950
Marketable securities	157,746
Level 1 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Level 1 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0
Level 1 \| Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	4,959	0
Marketable securities	103,980	2,739
Total assets	108,939	2,739
Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level 2 \| U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0
Level 2 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	71,279	2,739
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	4,959
Marketable securities	11,463
Level 2 \| Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	21,238
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Marketable securities	0	0
Total assets	0	0
Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level 3 \| U.S. government agency securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0
Level 3 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	$ 0
Level 3 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Marketable securities	0
Level 3 \| Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 0

Fair Value Measurements - Investments (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Current assets
Amortized Cost	$ 262,982	$ 2,744
Gross Unrealized Gains	39	0
Gross Unrealized Losses	(1,295)	(5)
Estimated Fair Value	261,726	2,739
U.S. government agency securities
Current assets
Amortized Cost	158,742
Gross Unrealized Gains	4
Gross Unrealized Losses	(1,000)
Estimated Fair Value	157,746
Commercial paper
Current assets
Amortized Cost	11,472
Gross Unrealized Gains	0
Gross Unrealized Losses	(9)
Estimated Fair Value	11,463
Corporate bonds
Current assets
Amortized Cost	71,518	2,744
Gross Unrealized Gains	35	0
Gross Unrealized Losses	(274)	(5)
Estimated Fair Value	71,279	$ 2,739
Agency bonds
Current assets
Amortized Cost	21,250
Gross Unrealized Gains	0
Gross Unrealized Losses	(12)
Estimated Fair Value	$ 21,238

Fair Value Measurements - Contractual Maturities (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Amortized Cost
Due within one year	$ 116,425
Due within one to three years	146,557
Amortized Cost	262,982
Estimated Fair Value
Due within one year	116,219
Due within one to three years	145,507
Amortized Cost	$ 261,726	$ 2,739

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Total gross property and equipment	$ 136,744	$ 126,050
Less: Accumulated depreciation and amortization	(38,503)	(31,066)
Property and equipment, net	98,241	94,984
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total gross property and equipment	100,733	98,264
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Total gross property and equipment	22,203	15,005
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total gross property and equipment	11,676	10,325
Construction in progress
Property, Plant and Equipment [Line Items]
Total gross property and equipment	26	652
Desktop and other computer equipment
Property, Plant and Equipment [Line Items]
Total gross property and equipment	$ 2,106	$ 1,804

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization	$ 3.5	$ 3.2	$ 10.4	$ 9.5

Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred contract acquisition costs, current	$ 20,528	$ 18,049	$ 15,513
Prepaid expenses	20,305	25,134
Other current assets	5,236	5,543
Total prepaid expenses and other current assets	$ 46,069	$ 48,726

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued payroll liabilities	$ 12,972	$ 22,336
Accrued sales and value-added taxes	10,309	13,347
Accrued taxes for fringe benefits	8,509	8,064
Accrued advertising expenses	7,522	10,565
Accrued consulting expenses	3,263	4,076
Other liabilities	23,123	25,100
Total accrued expenses and other current liabilities	$ 65,698	$ 83,488

Debt - Narrative (Details) - USD ($)	1 Months Ended		9 Months Ended
Debt - Narrative (Details) - USD ($)	Nov. 30, 2022	Apr. 30, 2020	Oct. 31, 2023	Jan. 31, 2023
Line of Credit Facility [Line Items]
Line of credit, remaining borrowing capacity			$ 78,600,000
Debt issuance costs, net	$ 400,000
Credit Agreement
Line of Credit Facility [Line Items]
Debt instrument, term (in years)	4 years
Debt outstanding			47,500,000	$ 50,000,000
Debt issuance costs, net			144,000	$ 179,000
Credit Agreement \| Revolving Credit Facility \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, covenant, consolidated adjusted quick ratio	1.00
Credit Agreement \| Revolving Credit Facility \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, covenant, consolidated adjusted quick ratio	1.25
Credit Agreement \| Letter of Credit
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing facility	$ 30,000,000
Secured Debt \| Term Loan Agreement
Line of Credit Facility [Line Items]
Long-term debt, term (in years)		5 years
Long-term debt, face amount		$ 40,000,000
Secured Debt \| Term Loan Agreement \| Prime Rate \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate		0.00%
Secured Debt \| Term Loan Agreement \| Prime Rate \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate		(1.00%)
Secured Debt \| Credit Agreement
Line of Credit Facility [Line Items]
Proceeds from term loan, net of issuance costs			50,000,000
Debt outstanding			47,500,000
Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing facility	150,000,000
Line of Credit \| Credit Agreement \| Term Loan Facility
Line of Credit Facility [Line Items]
Long-term debt, face amount	$ 50,000,000
Debt instrument, basis spread on variable rate	2.25%
Line of Credit \| Credit Agreement \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing facility	$ 100,000,000
Line of credit facility, commitment fee percentage	0.15%
Letters of credit outstanding, amount			$ 21,400,000
Debt issuance costs, net	$ 200,000
Line of Credit \| Credit Agreement \| ABR Loans
Line of Credit Facility [Line Items]
Convertible notes, interest rate, stated percentage	1.25%
Line of Credit \| Credit Agreement \| Secured Overnight Financing Rate (SOFR) \| Term Loan Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.10%

Debt - Net Carrying Amount of Term Loan (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023	Nov. 30, 2022
Debt Instrument [Line Items]
Unamortized loan issuance costs			$ (400)
Credit Agreement
Debt Instrument [Line Items]
Principal	$ 47,500	$ 50,000
Accrued interest	301	218
Unamortized loan issuance costs	(144)	(179)
Net carrying amount	47,657	50,039
Credit Agreement \| Term Loan Facility
Debt Instrument [Line Items]
Term loan, current	2,801	3,343
Term loan, noncurrent	$ 44,856	$ 46,696

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended
	Jan. 31, 2021	Oct. 31, 2023
Other Commitments [Line Items]
Long-term purchase commitment, period	60 months
Minimum spending amount	$ 103.5
Purchase commitment, maximum offsetting amount		$ 7.3
Hosting-Related Services
Other Commitments [Line Items]
Purchase commitment remaining		$ 42.3

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Oct. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 9,751
2025	39,469
2026	37,707
2027	38,075
2028 and thereafter	238,501
Total undiscounted operating lease payments	363,503
Less: imputed interest	(125,730)
Total operating lease liabilities	$ 237,773

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Leases [Abstract]
Impairment of long-lived assets			$ 5,000	$ 0
Sublease term (in years)	5 years		5 years
Sublease income	$ 400	$ 0	$ 400	$ 0
Total sublease income	$ 8,695		$ 8,695

Leases - Sublease Payments to be Received (Details) $ in Thousands	Oct. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 0
2025	1,556
2026	1,919
2027	1,976
2028 and thereafter	3,244
Total sublease income	$ 8,695

Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Numerator:
Net loss	$ (61,750)	$ (100,905)	$ (194,632)	$ (312,742)
Denominator:
Weighted-average shares used in calculating net loss per share, basic (in shares)	221,776	204,657	219,094	195,261
Weighted-average shares used in calculating net loss per share, diluted (in shares)	221,776	204,657	219,094	195,261
Net loss per share, basic (in dollars per share)	$ (0.28)	$ (0.49)	$ (0.89)	$ (1.60)
Net loss per share, diluted (in dollars per share)	$ (0.28)	$ (0.49)	$ (0.89)	$ (1.60)

Net Loss per Share - Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	28,373,000	24,668,000	28,373,000	24,668,000
Stock options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	10,242,000	12,405,000	10,242,000	12,405,000
Restricted stock units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	17,970,000	12,048,000	17,970,000	12,048,000
Early exercised stock options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	0	55,000	96	55,351
Shares issuable pursuant to the 2020 Employee Stock Purchase Plan
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	161,000	160,000	161,000	160,000

Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 01, 2023 shares	Feb. 01, 2022 shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2020 purchasePeriod shares	Oct. 31, 2023 USD ($) stockClass shares	Oct. 31, 2022 USD ($) shares	Oct. 31, 2023 USD ($) vote stockClass shares	Oct. 31, 2022 USD ($) shares	Jan. 31, 2023 USD ($) shares	Feb. 01, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of classes of common stock \| stockClass					2		2
Common stock, shares authorized (in shares)					1,500,000,000		1,500,000,000
Options, period increase (decrease) (in shares)	10,714,637	9,414,923
Share-based compensation, options, outstanding (in shares)					10,242,000		10,242,000		11,941,000
Antidilutive securities (in shares)					28,373,000	24,668,000	28,373,000	24,668,000
Share-based payment arrangement, offering period (in months)				24 months
Total stock-based compensation expense \| $					$ 52,866	$ 47,991	$ 150,569	$ 135,834
Employee contributions withheld \| $					2,500		2,500		$ 6,900
Unrecognized expense \| $					$ 390,200		$ 390,200
Early exercised stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities (in shares)					0	55,000	96	55,351
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, options, outstanding (in shares)					0		0
Share-based compensation, options, issued (in shares)							0
Options, expiration period							10 years
Exercise price, minimum threshold, as a 100% of estimated fair value on the date of grant							100.00%
Vesting period							4 years
Stock options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							25.00%
Stock options \| Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage							2.08%
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period							4 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares reserved for future issuance (in shares)				2,000,000
Increase in authorized share amount (in shares)	7,640,712	5,497,785								3,614,801
Share-based payment arrangement, maximum employee subscription rate				15.00%
Purchase price of common stock, percent				85.00%
Share-based payment arrangement, offering period (in months)				6 months
Share-based payment arrangement, number of purchase periods \| purchasePeriod				4
Share-based payment arrangement, look-back feature, term (in years)				2 years
Total stock-based compensation expense \| $					$ 4,500	$ 4,300	$ 7,800	$ 8,000
Unrecognized expense \| $					$ 14,800		$ 14,800
Unrecognized expense, period for recognition							1 year 2 months 12 days
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)					1,000,000,000		1,000,000,000
Number of votes per share \| vote							1
Conversion of stock, shares converted (in shares)							1
Common stock, shares issued (in shares)					136,915,067		136,915,067		128,803,395
Common stock, shares outstanding (in shares)					136,915,067		136,915,067
Common Class A \| Private Placement, Related Party
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock upon private placement—related party, net of issuance costs (in shares)			19,273,127
Shares issued, price per share (in USD per share) \| $ / shares			$ 18.16
Sale of stock, consideration received on transaction, gross \| $			$ 350,000
Payment of stock issuance costs \| $			$ 2,700
Common Class B
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)					500,000,000		500,000,000
Number of votes per share \| vote							10
Common stock, shares issued (in shares)					85,489,359		85,489,359		85,489,359
Common stock, shares outstanding (in shares)					85,489,359		85,489,359

Stockholders' Deficit - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Number of Shares
Beginning balance (in shares)			11,941
Options granted (in shares)			0
Options exercised (in shares)			(1,649)
Options canceled (in shares)			(50)
Ending balance (in shares)	10,242		10,242		11,941
Vested and exercisable, end of period (in shares)	9,978		9,978
Vested and expected to vest, end of period (in shares)	10,242		10,242
Weighted- Average Exercise Price
Beginning balance (in dollars per share)			$ 2.96
Options granted (in dollars per share)			0
Options exercised (in dollars per share)			2.34
Options canceled (in dollars per share)			5.42
Ending balance (in dollars per share)	$ 3.05		3.05		$ 2.96
Vested and exercisable, end of period (in dollars per share)	3.05		3.05
Vested and expected to vest, end of period (in dollars per share)	$ 3.05		$ 3.05
Stock Options Additional Disclosures
Weighted- Average Remaining Contractual Term (in years)			4 years 4 months 24 days		5 years 1 month 6 days
Weighted average remaining contractual term, vested and exercisable (in years)			4 years 4 months 24 days
Weighted average remaining contractual term, vested and expected to vest (in years)			4 years 4 months 24 days
Aggregate intrinsic value, outstanding	$ 157,956		$ 157,956		$ 149,738
Aggregate intrinsic value, vested and exercisable	153,882		153,882
Aggregate intrinsic value, vested and expected to vest	157,961		157,961
Aggregate intrinsic value of options exercised (in thousands)	$ 4,583	$ 6,531	$ 30,876	$ 47,586

Stockholders' Deficit - Schedule of RSU Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
Number of Shares
Beginning Balance (in shares)	14,591
RSUs granted (in shares)	11,831
RSUs vested (in shares)	(5,582)
RSUs cancelled/forfeited (in shares)	(2,870)
Ending Balance (in shares)	17,970
RSUs vested, not released (in shares)	856
Weighted- Average Grant Date Fair Value
Beginning Balance (in dollars per share)	$ 27.75
RSUs granted (in dollars per share)	20.18
RSUs vested (in dollars per share)	26.09
RSUs cancelled/forfeited (in dollars per share)	26.12
Ending Balance (in dollars per share)	23.54
RSUs vested, not released (in dollars per share)	$ 36.06
Aggregate Intrinsic Value	$ 331,906	$ 226,145

Stockholders' Deficit - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 52,866	$ 47,991	$ 150,569	$ 135,834
Unrecognized expense, stock options	383		383
Unrecognized expense, RSUs	389,817		389,817
Total unrecognized stock-based compensation expense	390,200		$ 390,200
Weighted-Average Expected Recognition Period (in years)			3 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-Average Expected Recognition Period (in years)			3 years 6 months
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-Average Expected Recognition Period (in years)			3 years
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	413	461	$ 1,177	1,200
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	29,384	25,030	83,928	70,606
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	15,584	15,018	43,438	43,028
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 7,485	$ 7,482	$ 22,026	$ 21,000

Interest Income and Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Other Income and Expenses [Abstract]
Interest income	$ 6,088	$ 2,264	$ 15,703	$ 3,007
Unrealized losses on foreign currency transactions	(1,545)	(211)	(1,129)	(602)
Other non-operating expense	(1,064)	(762)	(1,264)	(2,624)
Interest income and other income (expense), net	$ 3,479	$ 1,291	$ 13,310	$ (219)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 796	$ 631	$ 2,946	$ 2,786

Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Geographic Information (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 166,503	$ 141,439	$ 481,369	$ 396,981
Long-lived assets	281,020		281,020		$ 271,173
United States
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	101,019	85,976	293,234	238,600
Long-lived assets	275,111		275,111		265,582
International
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	65,484	$ 55,463	188,135	$ 158,381
Long-lived assets	$ 5,909		$ 5,909		$ 5,591

Restructuring (Details)	Nov. 15, 2022
Restructuring and Related Activities [Abstract]
Restructuring and related cost, number of positions eliminated, period percent	9.00%

Restructuring - Restructuring and Related Costs (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance as of February 1, 2023	$ 873
Charges (benefit)	(147)
Payments	(707)
Foreign currency translation adjustment	(19)
Ending balance as of October 31, 2023	$ 0

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Lease Expense
Related Party Transaction [Line Items]
Amount of related party transactions	$ 0.3	$ 0.5	$ 1.2	$ 1.4
Advertising Expense One
Related Party Transaction [Line Items]
Amount of related party transactions	0.3	0.5	0.8	1.5
Advertising Agreement Two
Related Party Transaction [Line Items]
Amount of related party transactions	$ 0.5	$ 0.7	$ 1.5	$ 2.5

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