10-K – 2026-03-18 – docu-20260131.htm

We use open source software in our products and solutions. Any use of open source software may expose us to greater risks than the use of commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Any use of open source software may involve security risks, making it easier for hackers and other third parties to determine how to compromise our platform. On occasion, companies that use open source software have faced claims challenging their use of open source software or compliance with open source license terms. There is evolving legal precedent for interpreting the terms of certain open source licenses, including the determination of which works are subject to the terms of such licenses. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our products. In addition, if we were to combine our proprietary software products with open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our proprietary software products. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of sales for us. If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our software products, we may be required to re-engineer our products, discontinue the sale of our products and solutions or take other remedial actions that may divert resources away from or delay our development efforts.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, data protection and other losses.

Our agreements with some customers and other third parties include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection, violations, data breaches or cyberattacks, damages caused by us to property or persons, or other liabilities relating to or arising from our offerings, solutions or other contractual obligations. Some of these indemnity provisions provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results and financial condition. Although we normally contractually limit our liability with respect to such obligations, such limitations may not be enforceable in all jurisdictions, and we may still incur substantial liability related to them and we may be required to cease use of certain functions of our products and solutions as a result of any such claims. In addition, our
Docusign, Inc. | 2026 Form 10-K | 33

customer agreements generally include a warranty that the proper use of Docusign by a customer in accordance with the agreement and applicable law will be sufficient to meet the definition of an “electronic signature” as defined in the Electronic Signatures in Global and National Commerce Act (“ESIGN Act”) and eIDAS. Any warranty or indemnification claim brought by our customers could result in damage to our reputation and harm our business and operating results.

Changes in tax laws, rulings and interpretations may subject us to potential adverse tax consequences, which could negatively affect our financial position and results of operations.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred taxes and other tax liabilities and receivables, and in evaluating our tax positions and other tax attributes on a worldwide basis. We are subject to the periodic examination of our domestic and foreign tax returns by the Internal Revenue Service, state, local, and foreign tax authorities, some of whom are challenging our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes and other tax liabilities and have reserved for potential adjustments that may result from these examinations. While we believe our tax estimates are reasonable, the ultimate outcome may differ from the amounts recorded in our financial statements and could materially affect our financial results in the period or periods for which such determination is made. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. If the ultimate determination of income and other tax liabilities differ from the amounts recorded or accrued, our business, financial condition or results of operations may be adversely impacted.

Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. Tax laws are regularly being re-examined and evaluated globally. New laws and interpretations of the law are taken into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing the tax positions and transfer pricing of companies and we are (and may continue to be) subject to tax audits in a number of jurisdictions.

Over the last several years, the Organization for Economic Cooperation and Development (“OECD”) has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. A number of countries have enacted legislation to implement the OECD’s 15% global minimum tax regime. As additional jurisdictions enact legislation, transitional relief expires, and other provisions of the minimum tax legislation become effective, our effective tax rate and cash tax payments could increase in future years.

The requirements of being a public company, including developing and maintaining proper and effective disclosure controls and procedures and internal control over financial reporting, may strain our resources and divert management’s attention away from other business concerns.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations that impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements and such compliance has increased, and will continue to increase, our legal, accounting and financial costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of such controls, we have expended, and anticipate that we will continue to expend, significant resources, including on accounting and financial staff with appropriate public company experience and technical accounting knowledge to assist in our compliance efforts.

We have incurred and expect to continue to incur significant expenses and devote substantial management effort toward compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. 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.

Despite significant investment, our current controls and any new controls that we develop may become inadequate because of changes in business conditions. Any failure to implement and maintain effective internal control over financial reporting 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 are required to be included in the periodic reports that we file with the SEC. If our management team or
Docusign, Inc. | 2026 Form 10-K | 34

independent registered public accounting firm were to furnish an adverse report, or if it is determined that we have a material weakness or significant deficiency in our internal control over financial reporting, investors could lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities or shareholder litigation.

In addition, as we continue to scale and improve our operations, including our internal systems and processes, we currently utilize, and in the future may seek to implement, a variety of critical systems, such as billing, human resources, financial reporting and accounting systems. The implementation and transition to any new critical system may be disruptive to our business if they do not work as planned or if we experience issues related to such implementation or transition, which could have a material adverse effect on our operations and result in compromised internal reporting and processes. Moreover, since most of our employees (including those critical to maintaining an effective system of disclosure controls and internal control over financial reporting) are working and are expected to continue to work for the near term, in either a fully remote or a hybrid environment, risks that we have not contemplated may arise and result in our failure to maintain effective disclosure controls or internal control over financial reporting.

We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

Our products and solutions are subject to U.S. export controls, including the Export Administration Regulations and economic sanctions administered by the Office of Foreign Assets Control, and we incorporate encryption technology into certain products and solutions. These encryption products and the underlying technology may be exported outside of the U.S. to most jurisdictions only with export authorizations, including by license, a license exception or other appropriate government authorizations.

Furthermore, our activities are subject to U.S. economic sanctions laws and regulations that prohibit dealings without the required authorizations with countries, governments and parties targeted by U.S. sanctions. The U.S. government may not grant us the required authorization for a particular sale. Even if the required authorization for a particular sale is ultimately granted, it may be time-consuming and may result in the delay or loss of sales opportunities. While we take precautions to prevent business dealings in violation of these laws, including obtaining government authorizations, implementing IP address blocking and screenings against U.S. government and international lists of restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions laws. Violations of U.S. sanctions or export control laws can result in significant fines or penalties and possible incarceration for responsible employees and managers could be imposed for criminal violations of these laws.

In addition, if our strategic partners fail to adhere to U.S. sanctions and export control laws, we may also be adversely affected, through reputational harm as well as other negative consequences including government investigations and penalties. We presently incorporate export control compliance requirements into our strategic partner agreements; however, no assurance can be given that our strategic partners will comply with such requirements.

Foreign governments also regulate the import and export of certain encryption and other technology, and have implemented, and may in the future implement, sanctions and export control laws that could limit our ability to distribute our products and solutions or could limit our end-customers’ ability to implement our products and solutions in those countries. Changes in our products and solutions or future changes in export and import regulations may create delays in the introduction of our products and solutions in international markets, prevent our end-customers with international operations from deploying our products and solutions globally or, in some cases, prevent the export or import of our products and solutions to certain countries, governments or parties altogether. Any decreased use of our products and solutions or limitation on our ability to export or sell our products and solutions would adversely affect our business, operating results and prospects.

We are subject to anti-corruption, anti-bribe ry, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.K. Bribery Act, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities. As we increase our international sales and business and sales to the public sector internationally, we may engage with business partners and third-party intermediaries to market our products and solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries and our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

Docusign, Inc. | 2026 Form 10-K | 35

While we have policies and controls to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase.

Detecting, investigating and resolving actual or alleged violations can require a significant diversion of time, resources and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational har m, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any relevant civil or criminal litigation, our business, operating results and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, operating results and financial condition.

Risks Related to our Common Stock

Our stock price may be volatile, and the value of our common stock may decline.

The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control or are related in complex ways, including:

▪ actual or anticipated fluctuations in our financial condition and operating results;
▪ customer demand for our solutions and the pace of the digital transformation of business;
▪ changes in senior management or key personnel;
▪ general economic, regulatory and market conditions, including inflation and interest rate fluctuations;
▪ variance in our financial performance from expectations of securities analysts;
▪ issuance of research reports by securities analysts, including publishing unfavorable reports;
▪ certain assumptions or perceptions made by our customers or industry and securities analysts related to our IAM platform;
▪ changes in the prices of subscriptions to our products and solutions;
▪ changes in our projected operating and financial results;
▪ changes in laws or regulations applicable to our products and solutions;
▪ announcements by us or our competitors of significant business developments, acquisitions or new offerings;
▪ rumors and market speculation made by external parties that involve us or other companies in our industry;
▪ our involvement in any litigation;
▪ future sales of our common stock or other securities by us or our stockholders;
▪ the consummation, and the anticipated benefits, of our stock repurchase program;
▪ the trading volume of our common stock;
▪ changes in the anticipated future size and growth rate of our market;
▪ changes and uncertainty in the political climate in the U.S.; and
▪ terrorist attacks, natural disasters and the effects of climate change, regional and global conflicts, sanctions, laws and regulations that prohibit or limit operations in certain jurisdictions, public health crises or other such events impacting countries where we have operations.

In addition, broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We have been, and may in the future be, subject to this type of litigation, which could result in substantial costs, divert our management’s attention from our business and adversely affect our business. For more information on our pending legal proceedings, see Item 3. Legal Proceedings of this Form 10-K.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

Docusign, Inc. | 2026 Form 10-K | 36

▪ authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights and preferences determined by our board of directors that may be senior to our common stock;
▪ require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
▪ specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer;
▪ establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
▪ establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
▪ prohibit cumulative voting in the election of directors;
▪ provide that our directors may be removed for cause only upon the vote of sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock;
▪ provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
▪ require the approval of our board of directors or the holders of at least sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any delay or prevention of a change of control transaction or changes in our management could cause the market price of our common stock to decline.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware or the U.S. federal district courts are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, any action asserting a claim against us arising pursuant to any provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. If a court were to find any of these exclusive-forum provisions in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our amended and restated certificate of incorporation, however, provides that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. In December 2018, the Delaware Chancery Court issued an opinion invalidating provisions similar to ours limiting to U.S. federal court the forum in which a stockholder is able to bring a claim under the Securities Act (“Federal Forum Provision”). On March 18, 2020, however, the Delaware Supreme Court reversed the decision of the Delaware Chancery Court and held that such provisions are facially valid. In light of that recent decision, we announced that we may in the future enforce our Federal Forum Provision. While there can be no assurance that federal courts or other state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision generally means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. While the Federal Forum Provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Docusign, Inc. | 2026 Form 10-K | 37

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of the stockholder's choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

General Risks

Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our operating results.

Our operating results may vary based on the impact of changes in our industry or the global economy on us and our existing and prospective customers. The revenue growth and profitability of our business depend on demand for our products and solutions. Current or future economic and global market uncertainties or downturns could adversely affect our business and operating results. Economic uncertainty and associated macro-economic conditions make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our products. Negative conditions in the general economy both in the U.S. and abroad, including conditions resulting from inflation, changes in interest rates or foreign exchange rates, tariffs and changes in trade policies and practices, gross domestic product growth, financial and credit market fluctuations, geopolitical conflict, natural catastrophes and the effects of climate change, public health crises, and terrorist attacks in the U.S., Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on information technology, and negatively affect the growth of our business. In addition, unfavorable conditions in certain industry sectors could impact customers or partners disproportionately, which could also impact the demand for our products. To the extent our products and solutions are perceived by customers and potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our products and solutions. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, operating results and financial condition could be adversely affected.

Natural catastrophic events and man-made problems such as power disruptions, computer viruses, data security breaches, regional or global conflicts, and terrorism may disrupt our business.

We rely heavily on our network infrastructure and information technology systems, including our security-related systems, for our business operations. A disruption or failure of these systems in the event of online attack, earthquake, fire, terrorist attack, public health crisis, power loss, telecommunications failure or other similar catastrophic event, including as a result of the effects of climate change, could cause system interruptions, delays in accessing our service, reputational harm and loss of critical data or could prevent us from providing our products and solutions to our customers. A catastrophic event that results in the destruction or disruption of our data centers, or our network infrastructure or information technology systems, including any errors, defects or failures in third-party hardware, could affect our ability to conduct normal business operations and adversely affect our operating results. Additionally, while we believe our exposure from the recent conflicts in Ukraine and the Middle East is limited, we could experience unanticipated disruptions to our business as a result of current or future regional and global conflicts, including sanctions or other laws and regulations prohibiting or limiting operations in certain jurisdictions, increased risks of potential cyberattacks, related impacts to our customers, or micro- or macro-economic effects on the global economy.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Docusign, Inc. | 2026 Form 10-K | 38

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our cybersecurity risk management program is guided by industry standards and frameworks, including those published by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization (“ISO”), and other relevant organizations.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and utilizes common reporting channels and governance processes that apply across other risk areas. While everyone at our company plays a part in managing cybersecurity risks, as discussed in more detail under “Cybersecurity Governance” below, our board of directors, both directly and through delegation to our Audit Committee (the “Audit Committee”), and our senior management team are actively involved in the oversight of our cybersecurity risk management program. In general, we seek to address and mitigate cybersecurity risks through a comprehensive, cross-functional approach by engaging teams across the business. We expect these teams to operate pursuant to our Standard Operating Procedures. Our approach is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Our cybersecurity risk management and strategy program includes:

• Our dedicated Security team, which performs periodic risk assessments to identify and assess cybersecurity threats, including threats associated with artificial intelligence and machine learning technologies, vulnerabilities, their severities, and potential mitigations. The team leverages both top-down and bottom-up risk processes and technologies to identify, manage and monitor cyber threats and vulnerabilities. The team also manages our response to cybersecurity incidents.
• Incident Response Playbooks and Standard Operating Procedures outlining procedures for detecting, responding to, and mitigating cybersecurity incidents, including maintaining business continuity and disaster recovery protocols. Depending on the nature and severity of an incident, this process provides procedures for escalating notification to our CEO and the board of directors or relevant committee of the board of directors.
• The use of external service providers, where appropriate, to assess, test or otherwise assist with certain aspects of our security controls and processes, as well as maturity assessments of our cybersecurity program.
• Implementation of new hire and annual data privacy and cybersecurity training of all employees, including senior management; annual role-based training of employees with access to sensitive systems, devices, or locations, and targeted cybersecurity simulation training held on a recurring basis.
• A third-party risk management process that identifies and mitigates cybersecurity threats associated with our use of third-party service providers, including supply chain risks. Such service providers are subject to risk tiering, security risk assessments, and continuous monitoring, including investigation of security incidents that have impacted our third-party service providers, as applicable.

We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. We have not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. We believe our current processes, systems and oversight with respect to the management of risks associated with cybersecurity threats are effective. If we were to experience a material cybersecurity incident in the future, such incident may have a material effect, including on our business strategy, operating results, or financial condition. For more information regarding the risks we face from cybersecurity threats, see Item 1A. Risk Factors .

Cybersecurity Governance

Oversight responsibility is shared by our board of directors, our Audit Committee, and management. To facilitate coordinated oversight of cybersecurity matters, our management team provides regular cybersecurity updates to our board of directors and updates on cyber risk management, which include developments regarding our cybersecurity program, broader cybersecurity trends, evolving industry standards, the threat environment and other topics, to the Audit Committee. Together with management, our Audit Committee and board of directors consider this information in
Docusign, Inc. | 2026 Form 10-K | 39

their review of our cybersecurity risks and response to cybersecurity incidents. We also maintain information security risk insurance coverage.

Our Security Governance Council (“Council”) provides strategic guidance for the protection of our information, technology, and physical assets. The Council membership is led by the Chief Information Security Officer (“CISO”) and includes relevant members of senior management. The Council meets periodically to review and assess potential material cybersecurity incidents and other cybersecurity governance matters as warranted. The CISO reports to the Chief Information Officer (“CIO”) and is responsible for management of cybersecurity risks and the protection and defense of our networks, systems and data. The CISO manages a team of cybersecurity professionals with broad experience and expertise, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider risk and regulatory compliance. Our CISO has nearly 30 years of experience in global data security, operations, and risk management, having served in leadership roles at publicly traded technology companies and more than two decades in the U.S. Government.

Members of executive leadership are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described herein, including the operation of our incident response plan. Our program is regularly evaluated by internal and external experts with the results of those reviews reported to members of executive leadership, and the Audit Committee. We also actively engage with key vendors, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.

ITEM 2. PROPERTIES

Our corporate headquarters are located in San Francisco, California, and consist of approximately 141,000 square feet under lease agreements that expire on July 31, 2035. We maintain additional offices in multiple locations in the U.S. and internationally in Europe, Asia, Latin America, Israel, Egypt and Australia.

We lease all of our facilities and do not own any real property. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

ITEM 3. LEGAL PROCEEDINGS

We are subject to legal proceedings and claims from time to time in the ordinary course of business. We have received, and may in the future continue to receive claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

For more information on legal proceedings, refer to ‘Claims and Litigation’ in Note 10 to our consolidated financial statements in this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Docusign, Inc. | 2026 Form 10-K | 40

PART II - OTHER INFORMATION

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK

Market Price of our Common Stock

Our common stock is traded on The Nasdaq Global Select Market under the symbol DOCU.

Holders of our Common Stock

As of February 28, 2026, there were 60 holders of record of our common stock. The actual number of stockholders is greater than the number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Dividend Policy

We have never declared or paid any cash dividend on our common stock. We do not expect to declare or pay any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.

Stock Performance Graph

This performance graph shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Docusign, Inc. under the Securities Act or the Exchange Act.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index for the five years ended January 31, 2026. The graph assumes $100 was invested on January 29, 2021, in our common stock and in each of the S&P 500 Index and the S&P 500 Information Technology Index. Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends.

The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

Docusign, Inc. | 2026 Form 10-K | 41

Recent Sales of Unregistered Equity Securities

None.

Use of Proceeds

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Period Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in thousands)

November 1 - November 30 29,646 $64.61 29,646 $1,007,460
December 1 - December 31 2,351,530 $69.23 2,351,530 $844,656
January 1 - January 31 1,674,094 $62.34 1,674,094 $740,292
Total 4,055,270 4,055,270 $740,292

(1) Our board of directors authorized a stock repurchase program, which commenced in March 2022, and subsequently, in September 2023, May 2024, and May 2025, the board of directors increased authorizations for an aggregate total of $2.5 billion. Most recently, in March 2026, our board of directors authorized an increase to our existing stock repurchase program for an additional amount of up to $2.0 billion of our outstanding common stock. Repurchases of our common stock may be effected from time to time, either on the open market, in block trades, in privately negotiated transactions, and through other transactions in accordance with applicable securities laws. The program does not obligate us to repurchase any specific number of shares and may be discontinued at any time. The program has no expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason by our board of directors. See Note 11 of this Annual Report on Form 10-K for additional information related to stock repurchases.

(2) Average price paid includes costs associated with the repurchases, excluding the 1% excise tax as a result of the Inflation Reduction Act (“IRA”).

ITEM 6. Reserved

Docusign, Inc. | 2026 Form 10-K | 42

ITEM 7. 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 consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. As discussed in the section titled “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 incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K. Our fiscal year ends January 31.

Executive Overview of Fiscal 2026 Results

Overview

Docusign solutions bring agreements to life, accelerating and simplifying the process of doing business . Docusign’s core offerings — our IAM platform, the world’s leading e-signature solution, and CLM solution — allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a customer-centric experience. The Docusign IAM platform is a system of record that enables customers of all sizes to ingest a vast, complex body of agreements into a single repository, build agreement workflows that operate at scale, and take action on high-accuracy insights from agreement data. As of January 31, 2026 , over 1.8 million customers and more than a billion users worldwide utilize Docusign to accelerate and simplify the process of doing business.

We generate substantially all our revenue from sales of subscriptions, which accounted for 98%, 97% and 97% of our revenue in each of the years ended January 31, 2026, 2025 and 2024. Our subscription fees include the use of our products and access to customer support. Subscriptions generally range from one to three years, and substantially all our multi-year customers pay in annual installments, one year in advance.

We also generate revenue from professional and other non-subscription services, which consists primarily of fees associated with providing new customers with deployment and integration services. Professional services and other revenue accounted for the remainder of total revenue in each of the years ended January 31, 2026, 2025 and 2024. We anticipate placing a greater focus on investing in customer success through professional services offered by partners. We believe it plays an important role in accelerating our customers’ adoption of our products, which helps drive customer retention and expansion.

One pillar of our long-term strategy is to evolve our go-to-market (“GTM”) channels from the historically direct sales-driven approach. We are currently investing in three routes to market, including direct sales, our partner channel, and digital self-service purchasing. We expect that Docusign’s IAM platform will increasingly be offered across all three channels.

We offer subscriptions to our products to businesses of all sizes, from global enterprises down to local, very small businesses (“VSBs”). We offer more than 1,100 active partner integrations with the applications that many of our customers already use so that they can create, commit and manage agreements directly within these applications. We have a diverse customer base spanning across virtually all industries and around the world with no significant customer concentration. No single customer accounted for more than 10% of total revenue in any of the periods presented.

We focused initially on selling our products to commercial businesses and VSBs and later expanded our focus to target enterprise customers. The number of our customers with greater than $300,000 in annualized contract value was 1,205 as of January 31, 2026 compared to 1,131 as of January 31, 2025. Each of our customer types has a different purchasing pattern. VSBs typically become customers by quickly utilizing our digital and self-serve channels and generate smaller average contract values, while commercial and enterprise customers typically involve longer sales cycles, larger contract values and greater expansion opportunities for us.

Docusign, Inc. | 2026 Form 10-K | 43

Financial Results for the Year Ended January 31, 2026

(in thousands) Year Ended January 31, 2026
Total revenue $ 3,219,500 
Total costs and expenses 2,920,921 
Total stock-based compensation expense 622,321 
Income from operations 298,579 
Net income 309,085 
Cash provided by operating activities 1,165,007 
Capital expenditures (106,445)

Cash, cash equivalents, restricted cash and investments were $1.1 billion as of January 31, 2026.

Key Factors Affecting Our Performance

We believe that our future performance will depend on many factors, including the following:

Investing for Growth

We believe that our market opportunity is large, and we plan to invest to support long-term growth. We have three growth pillars in our long-term strategy. The first is to accelerate product innovation through research and development investments for our IAM platform. We aim to deliver category-leading value in the agreement management market while evolving into a platform company. This includes supporting a community of developers, builders, and partners to create new solutions that extend the capabilities of our IAM platform.

The second growth pillar is to strengthen our omnichannel GTM by evolving our direct sales, partner, and self-service routes to market to better meet evolving customer needs. By strengthening our direct sales, partner, and self-service routes to market, we aim to simultaneously accelerate our ability to scale while reducing our customer acquisition and managements costs.

Finally, our third growth pillar is to enhance operational and financial efficiency to scale effectively and sustainably. This includes prioritizing the infrastructure and technology investments that best serve our diverse customer base, including our migration to cloud-based infrastructure. Additionally, we continue to evaluate strategic acquisitions and partnerships that align with our growth objectives and expand our product offerings.

We believe these combined efforts will strengthen our ability to retain and grow within our existing customer base, while also attracting new customers.

Growing Customer Base

As of January 31, 2026, we had a total of over 1.8 million customers, including approximately 280,000 small and medium-sized businesses (“SMBs”), mid-market companies, and large enterprise customers served by our direct sales force. We had a total of nearly 1.7 million customers, including over 260,000 customers served by our direct sales force as of January 31, 2025.

In fiscal 2026, we defined enterprise customers as companies generally included in the Global 2000. We have defined mid-market customers as companies outside the Global 2000 that have more than 250 employees and defined SMBs as companies with between 10 and 249 employees, in each case excluding any enterprise customers. We defined VSBs as companies with fewer than 10 employees. VSBs were our most numerous group of customers, and we typically served them through digital and self-service resources outside of our direct sales channels. We referred to total customers as all enterprises, mid-market, SMBs, and VSBs. In fiscal 2027, we plan to distinguish between enterprise, commercial mid-market and SMB customers on the basis of annual recurring revenue.

We believe that our ability to increase the number of customers using our products, particularly the number of enterprise and commercial customers, is an indicator of our market penetration, the growth of our business, and our potential future business opportunities. By increasing awareness of our products, further developing our sales and marketing expertise, and continuing to build features tuned to different industry needs, we have expanded the diversity of our customer base to include organizations of all sizes across nearly every industry.
Docusign, Inc. | 2026 Form 10-K | 44

Increasing International Revenue

International revenue increased by 13% in the year ended January 31, 2026, compared to the year ended January 31, 2025. Our international revenue represented 29%, 28% and 26% of our total revenue in each of the years ended January 31, 2026, 2025, and 2024.

We started our international selling efforts in English-speaking common law countries, such as Canada, the UK and Australia, where we were able to leverage our core technologies due to similar approaches to electronic signature in these jurisdictions and the U.S. We have since made significant investments to be able to offer our products in select civil law countries. For example, in Europe, we offer SBS technology tailored for the EU’s eIDAS regulations. SBS supports signatures that involve digital certificates, including those specified in the EU’s eIDAS regulations for advanced and qualified electronic signatures.

We believe there is a substantial opportunity for us to increase our international customer base by leveraging and expanding investments in our technology, direct sales force, and strategic partnerships around the world, as well as helping existing U.S.-based customers manage agreements across their international businesses. We have experienced increased demand across multiple regions and are focusing our sales and marketing resources to capitalize on the potential growth of these markets. Additionally, we expect to continue to develop and enhance our strategic partnerships in key international markets as we grow internationally, with a particular focus on IAM.

Components of Results of Operations

Revenue

We derive revenue primarily from the sale of subscriptions and, to a lesser extent, professional services.

Subscription Revenue
Subscription revenue consists of fees for the use of our software platform and our technical infrastructure and access to customer support, which includes phone or email support. We typically invoice customers annually in advance. We recognize subscription revenue ratably over the term of the contract subscription period beginning on the date access to our software platform is provided.

Professional Services and Other Revenue
Professional services revenue includes fees associated with new customers requesting deployment and integration services. We price professional services on a time and materials basis and on a fixed fee basis. We generally have standalone value for our professional services and recognize revenue based on standalone selling price as services are performed or upon completion of services for fixed fee contracts. Other revenue includes amounts derived from sales of on-premises solutions.

Overhead Allocation

We allocate shared overhead costs, such as facilities (including rent, utilities and depreciation on equipment shared by all departments), information technology, information security and recruiting costs to all departments based on headcount. As such, these allocated overhead costs are reflected in each cost of revenue and operating expense category.

Docusign, Inc. | 2026 Form 10-K | 45

Cost of Revenue

Cost of Subscription Revenue
Cost of subscription revenue primarily consists of expenses related to hosting our software platform and providing support. These expenses consist of employee-related costs, including salaries, bonuses, benefits, stock-based compensation, and other related costs associated with our technical infrastructure, customer success and customer support. These expenses also consist of software and maintenance costs, third-party hosting fees, outside services associated with the delivery of our subscription services, amortization expense associated with capitalized internal-use software and acquired intangible assets, credit card processing fees and allocated overhead costs.

Cost of Professional Services and Other Revenue
Cost of professional services and other revenue consists primarily of personnel costs for our professional services delivery team, travel-related costs and allocated overhead costs.

Gross Profit and Gross Margin

Gross profit is total revenue less total cost of revenue. Gross margin is gross profit expressed as a percentage of total revenue. We expect that gross profit and gross margin will continue to be affected by various factors including our pricing, timing and amount of investment to maintain or expand our hosting capability, the growth of our software platform support and professional services team, stock-based compensation expenses, amortization of costs associated with capitalized internal use software and acquired intangible assets and allocated overhead costs.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, general and administrative, and restructuring and other related charges. As our revenues continue to increase, our operating expenses as a percentage of revenue may increase or decrease at different rates, driven by the timing of revenue recognition, the timing of hiring, our investments in growth and other factors.

Sales and Marketing Expense
Sales and marketing expense consists primarily of personnel costs, including sales commissions. These expenses also include expenditures related to advertising, marketing, promotional events, and brand awareness activities, as well as allocated overhead costs. We expect sales and marketing expense to continue to increase in absolute dollars as we enhance our product offerings and implement marketing strategies.

Research and Development Expense
Research and development expense consists primarily of personnel costs. These expenses also include non-personnel costs, such as subcontracting, consulting and professional fees for third-party development resources, as well as allocated overhead costs. Our research and development efforts focus on maintaining and enhancing existing functionality and adding new functionality. We expect research and development expense to increase in absolute dollars as we invest in the enhancement of our software platform.
General and Administrative Expense
General and administrative expense consists primarily of employee-related costs for those employees providing administrative services such as legal, human resources, information technology related to internal systems, accounting, and finance. These expenses also include certain third-party consulting services, certain facilities costs, allocated overhead costs, and lease-related charges. We expect general and administrative expense to increase in absolute dollars to support the overall growth of our operations.

Restructuring and Other Related Charges
Restructuring and other related charges consist primarily of costs associated with restructuring plans approved by our board of directors. In connection with these restructuring actions or other exit actions, which were undertaken to improve operating margin and support our growth, scale and profitability objectives, we recognize costs related to termination benefits for former employees whose positions were eliminated, the write-off of facility-related balances, and other costs.

Interest Expense

In fiscal 2024, interest expense consisted primarily of contractual interest expense and amortization of debt issuance costs on our Convertible Senior Notes due 2023 (the “2023 Notes”) and our Convertible Senior Notes due 2024 (the “2024 Notes”). The 2023 Notes and the 2024 Notes (collectively, the “Notes”) were extinguished during fiscal 2024. In fiscal 2025 and 2026, interest expense consists primarily of commitment fees on the undrawn balance of our revolving credit facility and the amortization of the associated issuance costs.
Docusign, Inc. | 2026 Form 10-K | 46

Interest Income and Other Income, Net

Interest income and other income, net , consists primarily of interest earned on our cash, cash equivalents and investments, changes in fair value of our strategic investments and foreign currency transaction gains and losses.

Provision for (Benefit from) Income Taxes

Our income tax provision consists primarily of U.S. federal, state and foreign income taxes. The difference between the effective tax rate and the federal statutory tax rate is primarily related to the U.S. federal research tax credit and discrete benefits from stock-based compensation.

We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all the deferred tax assets will not be realized. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation includes significant tax law changes, including the restoration of immediate deduction of domestic research and development costs. The legislation has multiple effective dates with certain provisions effective in 2025 and others implemented through 2027. The impact of changes effective during fiscal 2026 are included in our tax provision and have resulted in additional tax expense.

Docusign, Inc. | 2026 Form 10-K | 47

Discussion of Results of Operations

The following table summarizes our historical consolidated statements of operations data:
Year Ended January 31,
(in thousands) 2026 As % of Revenue 2025 As % of Revenue
Revenue:
Subscription $ 3,150,551  98  % $ 2,901,309  97  %
Professional services and other 68,949  2  75,430  3 
Total revenue 3,219,500  100  2,976,739  100 
Cost of revenue:
Subscription 581,058  18  532,445  18 
Professional services and other 82,004  3  89,214  3 
Total cost of revenue 663,062  21  621,659  21 
Gross profit 2,556,438  79  2,355,080  79 
Operating expenses:
Sales and marketing 1,203,885  37  1,160,993  39 
Research and development 664,985  21  588,455  20 
General and administrative 388,989  12  375,983  12 
Restructuring and other related charges —  —  29,721  1 
Total operating expenses 2,257,859  70  2,155,152  72 
Income from operations 298,579  9  199,928  7 
Interest expense (2,546) —  (1,550) — 

Interest income and other income, net 51,295  2  49,563  1 
Income before provision for (benefit from) income taxes 347,328  11  247,941  8 
Provision for (benefit from) income taxes 38,243  1  (819,944) (28)
Net income $ 309,085  10  % $ 1,067,885  36  %

For a comparison of our results of operations for the fiscal years ended January 31, 2025 and 2024, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on March 18, 2025.

Revenue
Year Ended January 31, 2026 vs 2025

(in thousands) 2026 As % of Revenue 2025 As % of Revenue
Revenue:
Subscription $ 3,150,551  98  % $ 2,901,309  97  % 9  %
Professional services and other 68,949  2  75,430  3  (9) %
Total revenue $ 3,219,500  100  % $ 2,976,739  100  % 8  %

Subscription revenue increased $249.2 million, or 9%, in the year ended January 31, 2026. The increase was primarily due to the expansion of revenue from our commercial and enterprise accounts, as well as our digital channel. We continue to invest in a variety of customer programs and initiatives, which, along with expanded customer use cases, have helped increase our subscription revenue over time.
Docusign, Inc. | 2026 Form 10-K | 48

Cost of Revenue and Gross Margin
Year Ended January 31, 2026 vs 2025
(in thousands) 2026 2025
Cost of revenue:
Subscription $ 581,058  $ 532,445  9  %
Professional services and other 82,004  89,214  (8) %
Total cost of revenue $ 663,062  $ 621,659  7  %
Gross margin:
Subscription 82  % 82  % —  pts
Professional services and other (19) % (18) % (1) pts
Total gross margin 79  % 79  % —  pts

Cost of subscription revenue increased $48.6 million, or 9%, in the year ended January 31, 2026, primarily driven by higher costs to support our growing customer base. Increases primarily consisted of:

• $30.5 million in information technology costs, particularly hosting costs as we continued our transition from co-located data centers to public cloud infrastructure to support future growth of our platform, including IAM;
• $10.7 million in partner and reseller fees to support our customer base due to higher transaction volume and merchant processing fees; and
• $6.7 million in personnel costs due to an increase in commissions as part of our ongoing focus on expansion and driving customer acquisition.

Sales and Marketing
Year Ended January 31, 2026 vs 2025
(in thousands) 2026 2025
Sales and marketing $ 1,203,885  $ 1,160,993  4  %
Percentage of revenue 37  % 39  %

Sales and marketing expenses increased $42.9 million, or 4%, in the year ended January 31, 2026, primarily due to investments in our workforce. Main drivers primarily consisted of:

• $54.1 million increase in personnel costs, primarily due to higher commissions reflecting our continued focus on expansion and driving customer acquisition, as well as annual salary increases and greater incentive compensation tied to improved performance on certain company metrics; partially offset by
• $13.0 million decrease in stock-based compensation expense mainly due to executive transitions that occurred in fiscal 2025.

Research and Development
Year Ended January 31, 2026 vs 2025
(in thousands) 2026 2025
Research and development $ 664,985  $ 588,455  13  %
Percentage of revenue 21  % 20  %

Research and development expenses increased $76.5 million, or 13%, in the year ended January 31, 2026, primarily due to investments in our workforce to support product innovation, including expansion due to our acquisition of Lexion in fiscal 2025 . Increases primarily consisted of:

• $39.8 million in personnel costs due to higher headcount, including our acquisition of Lexion, and higher incentive compensation driven by higher performance on certain company metrics; and
• $32.5 million in stock-based compensation expense due to annual merit increases and higher headcount.

Docusign, Inc. | 2026 Form 10-K | 49

General and Administrative
Year Ended January 31, 2026 vs 2025
(in thousands) 2026 2025
General and administrative $ 388,989  $ 375,983  3  %
Percentage of revenue 12  % 12  %

General and administrative expenses increased $13.0 million, or 3%, in the year ended January 31, 2026, primarily due to an increase in personnel expense related to higher headcount and annual merit increases.

Provision for (benefit from) Income Taxes

Year Ended January 31, 2026 vs 2025
(in thousands) 2026 2025
Provision for (benefit from) income taxes $ 38,243  $ (819,944) 105  %
Percentage of revenue 1  % (28) %

Provision for income taxes increased $858.2 million or 105% in the year ended January 31, 2026. The increase is primarily attributable to the $837.3 million benefit recognized during the year ended January 31, 2025 for the release of our U.S. federal and state valuation allowances, as well as higher profit before taxes in fiscal 2026.

Docusign, Inc. | 2026 Form 10-K | 50

Liquidity and Capital Resources

Our principal sources of liquidity were cash, cash equivalents and investments as well as cash generated from operations. As of January 31, 2026, we had $866.5 million in cash and cash equivalents and short-term investments. We also had $208.4 million in long-term investments that provide additional capital resources. We finance our operations primarily through payments by our customers for use of our product offerings and related services, and we have additional borrowing capacity available from our credit facility.

In May 2025, we entered into an agreement with a syndicate of banks, which provides for a secured revolving credit facility (“Credit Facility”) in the aggregate principal amount of $750.0 million and may be increased by an additional $250.0 million subject to customary terms and conditions. The Credit Facility superseded and replaced the revolving credit facility that we previously entered into in January 2021. As of January 31, 2026, there were no outstanding borrowings under the Credit Facility, and we were in compliance with related covenants. The Credit Facility matures in May 2030 and is available to optimize our capital structure and strengthen our balance sheet. We have included additional information in Note 8 to the Condensed Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

We believe that our sources of liquidity, including our cash, cash equivalents and investments, and expected future operating cash flows, and borrowing capacity available to us from our Credit Facility, are adequate to meet our potential cash commitments as well as meet our working capital and capital expenditure needs for the foreseeable future, including upcoming maturities of our contractual obligations over the next 12 months.

We typically invoice our customers annually in advance. Therefore, a substantial source of our cash is from such invoices, which are included on our consolidated balance sheets in contract liabilities until revenue is recognized and in accounts receivable until cash is collected. Accordingly, collections from our customers have a material impact on our cash flows from operating activities. Contract liabilities consist of the unearned portion of billed fees for our subscriptions, which is subsequently recognized as revenue in accordance with our revenue recognition policy.

Our future capital requirements will depend on many factors including our growth rate, customer retention and expansion, inflation, tax withholding obligations related to settlement of our RSUs, the timing and extent of spending to support our efforts to develop our software platform, the expansion of sales and marketing activities and the continuing market acceptance of our software platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

Our principal contractual obligations and commitments consist of obligations under operating leases, as well as noncancelable contractual commitments that primarily relate to cloud infrastructure support and sales and marketing activities. Refer to Note 9 and Note 10 to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

We do not have any special purpose entities, and we do not engage in off-balance sheet financing arrangements.

In addition to our contractual commitments, our board of directors has authorized a stock repurchase program, which commenced in March 2022. During the year ended January 31, 2026, we repurchased and settled 11.8 million shares of common stock for $869.1 million through our stock repurchase program. The program has no minimum purchase and no mandated end date. The repurchase program may be suspended or discontinued at any time at our discretion. We expect that our existing sources of liquidity, including our existing cash, cash equivalents and investments, expected future operating cash flows, and the borrowing capacity of our credit facility, will finance the repurchase of common stock at management’s discretion. The timing and amount of any repurchases of common stock will be determined by management based on its evaluation of market conditions and other factors.

Docusign, Inc. | 2026 Form 10-K | 51

Cash Flows

The following table summarizes our cash flows for the periods indicated:
Year Ended January 31,
(in thousands) 2026 2025
Net cash provided by (used in):
Operating activities $ 1,165,007  $ 1,017,272 
Investing activities (126,781) (312,876)
Financing activities (1,099,902) (838,791)
Effect of foreign exchange on cash, cash equivalents and restricted cash 20,272  (7,550)
Net change in cash, cash equivalents and restricted cash $ (41,404) $ (141,945)

Cash Flows from Operating Activities

Cash provided by operating activities was $1.2 billion for the year ended January 31, 2026. Our primary sources of cash provided by operating activities were billings and the related cash collections in addition to interest income. Our primary uses of cash include the payment of employee salaries and benefits in addition to vendor payments.

Cash provided by operating activities was $1.0 billion for the year ended January 31, 2025. Our primary sources of cash provided by operating activities were billings and the related cash collections in addition to interest income. Our primary uses of cash include payment of employee salaries and benefits, including the payment of termination benefits under the 2025 Restructuring Plan implemented in the first quarter of fiscal 2025, in addition to vendor payments. Additionally, in connection with the acquisition of Lexion, we agreed to pay $19.1 million in deferred compensation for key employees, which we paid into an escrow account.

Cash Flows from Investing Activities

For the year ended January 31, 2026, net cash used in investing activities of $126.8 million was primarily driven by $106.4 million in purchases of property and equipment as we continued to invest in capitalized software development projects and to support operations at our data centers in addition to $19.6 million net purchase of marketable securities.

For the year ended January 31, 2025, net cash used in investing activities of $312.9 million was primarily driven by the acquisition of Lexion, which totaled $143.6 million, net of cash acquired. Additionally, net purchases of marketable securities were $70.9 million, and purchases of property and equipment were $97.0 million as we continued to support operations at our data centers and invest in capitalized software development projects.

Cash Flows from Financing Activities

For the year ended January 31, 2026, net cash used in financing activities of $1.1 billion was primarily driven by $869.1 million to repurchase 11.8 million shares of common stock through our stock repurchase program and $227.7 million payments for tax withholding on share settlements, net of proceeds associated with equity plans.

For the year ended January 31, 2025, net cash used in financing activities of $838.8 million was primarily driven by $683.5 million to repurchase 11.0 million shares of common stock through our stock repurchase program, and $155.3 million payments for tax withholding on share settlements, net of proceeds associated with equity plans.

Docusign, Inc. | 2026 Form 10-K | 52

Critical Accounting Policies and Estimates

W e prepare our financial statements in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). Preparing these 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.

The critical accounting estimates, assumptions and judgments that we believe to have the most significant impact on our consolidated financial statements are revenue recognition, deferred contract acquisition costs, stock-based compensation, income taxes, loss contingencies, and valuation of acquired intangible assets in business combinations.

Revenue Recognition

We recognize revenue from contracts with customers using the five-step method described in Note 1 to the consolidated financial statements. At contract inception, we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We combine contracts entered into at or near the same time with the same customer if we determine that the contracts are negotiated as a package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.

Our performance obligations consist of (i) subscription services, (ii) professional and other services, (iii) on-premises solutions and (iv) maintenance and support for our on-premises solutions. In general, we satisfy the majority of our performance obligations over time as we transfer the promised services to our customers. For some of our services, such as delivery of on-premises solutions, we satisfy our performance obligations at a point in time. We identify and evaluate terms and conditions in contracts which may impact revenue recognition.

Period of Benefit of Deferred Contract Acquisition Costs

Contract acquisition costs are amortized on a straight-line basis over their period of benefit. To determine the period of benefit, we evaluate the type of costs incurred, the nature of the related benefit, and the specific facts and circumstances of our arrangements. The period of benefit for commissions paid for the acquisition of the initial subscription contract is determined by considering our customer life and the technological life of our software platform and related significant features. The period of benefit for commissions on renewal subscription contracts is determined by considering the weighted average contractual term for our renewal contracts. Periodically, we evaluate these factors and review whether events or changes in circumstances have occurred that could impact the period of benefit. Any future changes in circumstances around our customer life and weighted average contractual terms of renewal contracts may materially change the periods of benefit and therefore the amortization amounts recognized in our consolidated statement of operations and comprehensive income.

Stock-based Compensation

We issue stock-based awards to employees, including restricted stock units (“RSUs”) and purchase rights granted under our Employee Stock Purchase Plan (“ESPP“). We measure the fair value of these awards at the grant date and recognize such fair value as expense over the service period.

From time to time, we grant RSUs that also include performance-based or market-based conditions. The fair value of RSUs, including those granted with a performance condition, is estimated on the date of grant based on the fair value of our underlying common stock. For RSUs with a performance condition, we assess the probability that such performance conditions will be met or achieved every reporting period. For RSUs granted with a market condition, we use a Monte Carlo option-pricing model to determine the fair value of the RSUs. The fair value of ESPP purchase rights is estimated on the date of grant using a Black-Scholes option pricing model.

Judgment is required to estimate the expected life of the stock awards, the volatility of the underlying common stock, forfeiture rates, and probability of achievement of performance conditions. Our assumptions may differ from those used in prior periods. Changes to the estimates we make from time to time may have a significant impact on our stock-based compensation expense and could materially impact our results of operations.

Docusign, Inc. | 2026 Form 10-K | 53

We recognize compensation expense net of forfeitures that are estimated at the time of grant based on historical experience and our expectations regarding future pre-vesting termination behavior of employees and revise in subsequent periods if actual forfeitures differ from those estimates. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly.

Valuation of Acquired Intangible Assets in Business Combinations

At the acquisition date, we make significant estimates and assumptions when we determine the fair value of acquired assets and liabilities, especially with respect to acquired intangible assets. Key assumptions include, but are not limited to, time and resources required to recreate the assets acquired. Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based in part on information obtained from the management of the acquired companies, our assessment of the information, and historical experience. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain. During the measurement period of up to one year, from the acquisition date, based on new information obtained that relates to the facts and circumstances that existed as of the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. We record adjustments identified, if any, subsequent to the end of the measurement period in our consolidated statement of operations.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and our deferred tax assets and liabilities.

We regularly assess the need for a valuation allowance against our deferred tax assets. In making this assessment, we weigh both positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations, to determine whether it is more likely than not that a deferred tax asset will be realized. This assessment requires significant judgment and is performed for each jurisdiction in which we operate. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

In recognizing tax benefits from uncertain tax positions, we assess whether it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we expand internationally, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items, and as a result, we may record unrecognized tax benefits in the future. At that time, we would make adjustments to these potential future reserves when facts and circumstances change, such as the closing of a tax audit or when the refinement of an estimate is appropriate. Our estimate of the potential outcome of any uncertain tax position is subject to management's assessment of relevant risks, facts and circumstances existing at that time. To the extent that the final tax outcome of these matters would be different to the amounts we may potentially record in the future, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.

Loss Contingencies

We evaluate contingent liabilities, including threatened or pending litigation, and make provisions for such liabilities when it is both probable that a loss has been incurred and its amount can be reasonably estimated. Because of uncertainties related to these legal matters, we base our estimates and accrue the liabilities, if any, on the information available at the time of our assessment. Developments in these matters could affect the amount of liability we accrue. As additional information becomes available, we may revise our estimates. Any revisions in the estimates of potential liabilities could have a material impact on our operating results and financial position. Further, until the final resolution of any such matter, there may be a loss exposure in excess of the liability recognized and such amount could be significant.

Recent Accounting Pronouncements

Refer to Note 1 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report.
Docusign, Inc. | 2026 Form 10-K | 54

Non-GAAP Financial Measures and Other Key Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We present these non-GAAP measures to assist investors in seeing our financial performance using a management view, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, these non-GAAP measures are not intended to be considered in isolation from, a substitute for, or superior to our GAAP results.

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP operating margin and non-GAAP net income : We define these non-GAAP financial measures as the respective GAAP measures, excluding expenses related to stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, acquisition-related expenses, fair value adjustments to strategic investments, lease-related impairment and lease-related charges, restructuring and other related charges, and, as applicable, other special items. 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 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 and to facilitate comparison of our results to those of peer companies and over multiple periods. In addition to these exclusions, we subtract an assumed provision for income taxes to calculate non-GAAP net income. We utilize a fixed long-term projected tax rate in our computation of the non-GAAP income tax provision to provide better consistency across the reporting periods. For the years ended January 31, 2026, 2025 and 2024, we have determined the projected non-GAAP tax rate to be 21%, 20%, and 20%, respectively.

Free cash flow : We define free cash flow as net cash provided by operating activities less purchases of property and equipment. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment, for operational expenses, investment in our business and to make acquisitions. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

Billings : We define billings as total revenues plus the change in our contract liabilities and refund liability less contract assets and unbilled accounts receivable in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. Only amounts invoiced to a customer in a given period are included in billings. We considered billings to measure our periodic performance, when taking into consideration the timing aspects of customer renewals, which represent a large component of our business. Given that most of our customers pay in annual installments one year in advance, but we typically recognize a majority of the related revenue ratably over time, we used billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. Beginning in the first fiscal quarter of 2027, we will no longer report or guide to billings.

Annual Recurring Revenue: We calculate Annual Recurring Revenue (“ARR”) as the annualized value of active customer contracts as of the measurement date. This calculation assumes that any contract expiring within the next 12 months renews on its existing terms, and excludes non-recurring revenue streams recognized at a point in time. When evaluating ARR on a product basis for contracts spanning multiple product lines, we allocate the support contract value to each product offering based on its proportional share of the total contract value. To annualize contracts, we divide the total committed contract value by the number of months in the subscription term and multiply by twelve. For international contracts denominated in foreign currencies, ARR is translated into U.S. dollars using a fixed exchange rate set at the beginning of each fiscal year. We adjust previously reported ARR annually to reflect these exchange rate changes for comparative purposes. We believe ARR measures our business performance and serves as a leading indicator of future revenue growth. ARR is an operating metric and should be viewed independently of revenue, deferred revenue, and
Docusign, Inc. | 2026 Form 10-K | 55

remaining performance obligations; it does not represent revenue under U.S. GAAP on an annual basis. ARR was $3,272 million as of January 31, 2026, $3,030 million as of January 31, 2025, and $2,805 million as of January 31, 2024. As of January 31, 2026, IAM represented 10.8% of our total ARR as of January 31, 2026, and 2.3% of our total ARR as of January 31, 2025 .

Reconciliation of gross profit (loss) and gross margin:
Year Ended January 31,
(in thousands) 2026 2025 2024
GAAP gross profit $ 2,556,438 $ 2,355,080 $ 2,189,261
Add: Stock-based compensation 72,397 76,987 79,996
Add: Amortization of acquisition-related intangibles 4,923 12,267 8,857
Add: Employer payroll tax on employee stock transactions 5,496 3,909 2,262
Add: Lease-related impairment and lease-related charges — — 721
Non-GAAP gross profit $ 2,639,254 $ 2,448,243 $ 2,281,097
GAAP gross margin 79.4  % 79.1  % 79.3  %
Non-GAAP adjustments 2.6  % 3.1  % 3.3  %
Non-GAAP gross margin 82.0  % 82.2  % 82.6  %

GAAP subscription gross profit $ 2,569,493 $ 2,368,864 $ 2,226,803
Add: Stock-based compensation 56,501 58,348 51,660
Add: Amortization of acquisition-related intangibles 4,923 12,267 8,857
Add: Employer payroll tax on employee stock transactions 4,201 2,882 1,464
Add: Lease-related impairment and lease-related charges — — 505
Non-GAAP subscription gross profit $ 2,635,118 $ 2,442,361 $ 2,289,289
GAAP subscription gross margin 81.6  % 81.6  % 82.9  %
Non-GAAP adjustments 2.0  % 2.6  % 2.3  %
Non-GAAP subscription gross margin 83.6  % 84.2  % 85.2  %

GAAP professional services and other gross loss $ (13,055) $ (13,784) $ (37,542)
Add: Stock-based compensation 15,896 18,639 28,336
Add: Employer payroll tax on employee stock transactions 1,295 1,027 798
Add: Lease-related impairment and lease-related charges — — 216
Non-GAAP professional services and other gross income (loss) $ 4,136 $ 5,882 $ (8,192)
GAAP professional services and other gross margin (18.9) % (18.3) % (49.9) %
Non-GAAP adjustments 24.9  % 26.1  % 39.0  %
Non-GAAP professional services and other gross margin 6.0  % 7.8  % (10.9) %

Docusign, Inc. | 2026 Form 10-K | 56

Reconciliation of income from operations and operating margin:
Year Ended January 31,
(in thousands) 2026 2025 2024
GAAP income from operations $ 298,579 $ 199,928 $ 31,634
Add: Stock-based compensation 622,321 605,499 611,835
Add: Amortization of acquisition-related intangibles 16,131 24,717 19,375
Add: Employer payroll tax on employee stock transactions 30,906 21,793 13,682
Add: Acquisition-related expenses — 4,340 —
Add: Restructuring and other related charges — 29,721 30,381
Add: Lease-related impairment and lease-related charges — — 4,460

Non-GAAP income from operations $ 967,937 $ 885,998 $ 711,367
GAAP operating margin 9.3  % 6.7  % 1.1  %
Non-GAAP adjustments 20.8  % 23.1  % 24.7  %
Non-GAAP operating margin 30.1  % 29.8  % 25.8  %

Reconciliation of net income:
Year Ended January 31,
(in thousands)
2026 2025 2024
GAAP net income $ 309,085  $ 1,067,885  $ 73,980 
Add: Stock-based compensation 622,321  605,499  611,835 
Add: Amortization of acquisition-related intangibles 16,131  24,717  19,375 
Add: Employer payroll tax on employee stock transactions 30,906  21,793  13,682 
Add: Acquisition-related expenses —  4,340  — 
Add: Restructuring and other related charges —  29,721  30,381 
Add: Amortization of debt discount and issuance costs —  —  5,175 

Add: Fair value adjustments to strategic investments —  —  22 
Add: Lease-related impairment and lease-related charges —  —  4,460 

Add: Income tax and other tax adjustments
(175,261) (1,006,746) (136,023)
Non-GAAP net income $ 803,182  $ 747,209  $ 622,887 

Computation of free cash flow:
Year Ended January 31,
(in thousands) 2026 2025 2024
Net cash provided by operating activities $ 1,165,007  $ 1,017,272  $ 979,526 
Less: Purchases of property and equipment (106,445) (96,988) (92,391)
Non-GAAP free cash flow $ 1,058,562  $ 920,284  $ 887,135 
Net cash provided by (used in) investing activities $ (126,781) $ (312,876) $ 44,612 
Net cash used in financing activities $ (1,099,902) $ (838,791) $ (946,039)

Docusign, Inc. | 2026 Form 10-K | 57

Computation of billings:
Year Ended January 31,
(in thousands) 2026 2025 2024
Revenue $ 3,219,500  $ 2,976,739  $ 2,761,882 
Add: Contract liabilities and refund liability, end of period 1,663,128  1,479,266  1,343,792 
Less: Contract liabilities and refund liability, beginning of period (1,479,266) (1,343,792) (1,191,269)
Add: Contract assets and unbilled accounts receivable, beginning of period 17,825  20,189  16,615 
Less: Contract assets and unbilled accounts receivable, end of period (14,905) (17,825) (20,189)
Add: Contract assets and unbilled accounts receivable contributed by acquisitions —  53  — 
Less: Contract liabilities and refund liability contributed by acquisitions —  (5,071) — 
Non-GAAP billings $ 3,406,282  $ 3,109,559  $ 2,910,831 

Docusign, Inc. | 2026 Form 10-K | 58

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange and interest rates.

Interest Rate Risk

As of January 31, 2026, we had cash, cash equivalents, restricted cash, and investments totaling $1.1 billion , which consisted primarily of bank deposits, money market funds, commercial paper, corporate notes and bonds and U.S. government agency securities. Interest-earning instruments carry a degree of interest rate risk. Our investment portfolio is composed of highly rated securities and limits the amount of credit exposure to any one issuer. A hypothetical 100 basis point increase in interest rates would result in an approximate $2.7 million decrease of the fair value of our investment portfolio as of January 31, 2026. Such losses would only be realized if we sold the investments prior to maturity. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

As of January 31, 2026, we had access to a revolving credit facility. In May 2025, we entered into an agreement with a syndicate of banks, which superseded and replaced our prior credit facility and provides for a secured revolving credit facility in an aggregate principal amount of $750.0 million , which amount may be increased by an additional $250.0 million subject to customary terms and conditions. Under the new credit agreement, we can secure borrowings based on floating interest rate indexes, thus exposing us to potential interest rate fluctuations should we decide to access the facility.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar, depending on the circumstances. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Operations accounts are translated using the average exchange rate for the relevant period. A strengthening or weakening of the U.S. dollar against the other currencies may negatively or positively affect our operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of “Accumulated other comprehensive loss” within “Stockholders’ equity”. Gains or losses due to remeasurements of transactions denominated in foreign currencies are included in “Interest income and other income, net” in our consolidated statements of operations and comprehensive income. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results.
Docusign, Inc. | 2026 Form 10-K | 59

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS

Index
Report of Independent Registered Public Accounting Firm (PC AO B ID 238 )
61

Consolidated Financial Statements
63

Consolidated Balance Sheets as of January 31, 2026 and 2025
63

Consolidated Statements of Operations and Comprehensive Income for the Years Ended January 31, 2026 , 2025 and 2024
64

Consolidated Statements of Stockholders’ Equity for the Years Ended January 31, 2026 , 2025 and 2024
65

Consolidated Statements of Cash Flows for the Years Ended January 31, 2026 , 2025 and 2024
67

Notes to Consolidated Financial Statements
69

Note 1
Summary of Significant Accounting Policies
69

Note 2
Revenue and Performance Obligations
79

Note 3
Fair Value Measurements
80

Note 4
Property and Equipment, Net
81

Note 5
Acquisitions
82

Note 6
Goodwill and Intangible Assets, Net
83

Note 7
Deferred Contract Acquisition and Fulfillment Costs
84

Note 8
Debt
84

Note 9
Leases
86

Note 10
Commitments and Contingencies
86

Note 1 1
Stockholders' Equity
88

Note 12
Restructuring and Other Related Charges
91

Note 1 3
Net Income Per Share Attributable to Common Stockholders
92

Note 1 4
Employee Benefit Plan
92

Note 1 5
Income Taxes
93

Note 1 6
Segment and Geographic Information
97

Note 17
Subsequent Events
98

Docusign, Inc. | 2026 Form 10-K | 60

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Docusign, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Docusign, Inc. and its subsidiaries (the "Company") as of January 31, 2026 and 2025, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
Docusign, Inc. | 2026 Form 10-K | 61

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Subscription Revenue

As described in Note 1 to the consolidated financial statements, the Company generates revenue primarily from sales of subscriptions to access the Company’s software platform and related subscriptions of their customers. The fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term beginning on the date access to the software platform is provided. The Company’s subscription revenue for the year ended January 31, 2026 was $3.2 billion.

The principal considerations for our determination that performing procedures relating to revenue recognition for subscription revenue is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for the Company’s subscription revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process for subscription revenue. These procedures also included, among others, (i) testing revenue recognized for a sample of subscription revenue transactions by obtaining and inspecting source documents, such as contracts, invoices and cash receipts, and recalculating revenue recognized and (ii) testing a sample of outstanding customer invoice balances as of January 31, 2026 by obtaining and inspecting source documents, such as contracts, invoices and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP
San Jose, California
March 18, 2026

We have served as the Company’s auditor since 2009, which includes periods before the Company became subject to SEC reporting requirements.

Docusign, Inc. | 2026 Form 10-K | 62

DOCUSIGN, INC.
CONSOLIDATED BALANCE SHEETS
January 31,
(in thousands, except per share data) 2026 2025
Assets
Current assets
Cash and cash equivalents $ 602,442   $ 648,623  
Investments—current 264,084   314,924  

Accounts receivable, net of allowance for doubtful accounts of $ 9,916 and $ 8,828 as of January 31, 2026 and 2025
516,429   429,582  
Contract assets—current 10,782   13,764  
Prepaid expenses and other current assets 97,101   82,368  
Total current assets 1,490,838   1,489,261  
Investments—noncurrent 208,393   134,105  
Property and equipment, net 361,808   299,370  
Operating lease right-of-use assets 165,578   109,630  
Goodwill 458,446   454,477  
Intangible assets, net 61,394   76,388  
Deferred contract acquisition costs—noncurrent 474,628   467,201  
Deferred tax assets—noncurrent 835,245   840,470  
Other assets—noncurrent 173,220   141,803  
Total assets $ 4,229,550   $ 4,012,705  
Liabilities and Equity
Current liabilities
Accounts payable $ 17,419   $ 30,697  
Accrued expenses and other current liabilities 113,358   99,579  
Accrued compensation 260,840   227,115  

Contract liabilities—current 1,631,168   1,455,442  
Operating lease liabilities—current 16,623   19,077  
Total current liabilities 2,039,408   1,831,910  

Contract liabilities—noncurrent 29,956   21,523  
Operating lease liabilities—noncurrent 168,496   105,350  

Deferred tax liability—noncurrent 21,507   20,596  
Other liabilities—noncurrent 52,363   30,634  
Total liabilities 2,311,730   2,010,013  
Commitments and contingencies ( Note 10)

Stockholders’ equity
Preferred stock, $ 0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of January 31, 2026 and 2025
—   —  
Common stock, $ 0.0001 par value; 500,000 shares authorized, 197,765 shares issued and outstanding as of January 31, 2026; 500,000 shares authorized, 202,507 shares issued, 202,477 shares outstanding as of January 31, 2025
20   20  
Treasury stock, at cost: 0 shares as of January 31, 2026; 30 shares as of January 31, 2025
—   ( 2,871 )
Additional paid-in capital 3,777,995   3,321,242  
Accumulated other comprehensive loss ( 3,712 ) ( 28,376 )
Accumulated deficit ( 1,856,483 ) ( 1,287,323 )
Total stockholders’ equity 1,917,820   2,002,692  
Total liabilities and equity $ 4,229,550   $ 4,012,705  

The accompanying notes are an integral part of these consolidated financial statements.
Docusign, Inc. | 2026 Form 10-K | 63

DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended January 31,
(in thousands, except per share data) 2026 2025 2024
Revenue:
Subscription $ 3,150,551   $ 2,901,309   $ 2,686,708  
Professional services and other 68,949   75,430   75,174  
Total revenue 3,219,500   2,976,739   2,761,882  
Cost of revenue:
Subscription 581,058   532,445   459,905  
Professional services and other 82,004   89,214   112,716  
Total cost of revenue 663,062   621,659   572,621  
Gross profit 2,556,438   2,355,080   2,189,261  
Operating expenses:
Sales and marketing 1,203,885   1,160,993   1,168,137  
Research and development 664,985   588,455   539,488  
General and administrative 388,989   375,983   419,621  
Restructuring and other related charges —   29,721   30,381  
Total operating expenses 2,257,859   2,155,152   2,157,627  
Income from operations 298,579   199,928   31,634  
Interest expense ( 2,546 ) ( 1,550 ) ( 6,844 )

Interest income and other income, net 51,295   49,563   68,889  
Income before provision for (benefit from) income taxes 347,328   247,941   93,679  
Provision for (benefit from) income taxes 38,243   ( 819,944 ) 19,699  
Net income $ 309,085   $ 1,067,885   $ 73,980  
Net income per share attributable to common stockholders:
Basic $ 1.53   $ 5.23   $ 0.36  
Diluted $ 1.48   $ 5.08   $ 0.36  
Weighted-average shares used in computing net income per share:
Basic 202,079   204,329   204,070  
Diluted 209,118   210,339   208,950  

Other comprehensive income (loss):
Foreign currency translation gains (losses), net of tax $ 24,072   $ ( 9,651 ) $ ( 254 )
Unrealized gains on investments, net of tax 592   635   3,890  
Other comprehensive income (loss) 24,664   ( 9,016 ) 3,636  
Comprehensive income $ 333,749   $ 1,058,869   $ 77,616  

Stock-based compensation expense included in costs and expenses:
Cost of revenue—subscription $ 56,501   $ 58,348   $ 51,660  
Cost of revenue—professional services and other 15,896   18,639   28,336  
Sales and marketing 189,648   202,609   203,855  
Research and development 236,780   204,238   184,211  
General and administrative 123,496   121,665   143,773  
Restructuring and other related charges —   4,836   5,012  

The accompanying notes are an integral part of these consolidated financial statements.
Docusign, Inc. | 2026 Form 10-K | 64

DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity
(in thousands) Shares Amount
Balances at January 31, 2023 201,904   $ 20   $ 2,240,732   $ ( 1,785 ) $ ( 22,996 ) $ ( 1,598,684 ) $ 617,287  

Settlement of convertible senior notes due in 2024 —  —  104   —  —  —  104  

Exercise of stock options 840   —  13,991   —  —  —  13,991  
Settlement of restricted stock units 7,523   1   —  —  —  —  1  
Employee stock purchase plan 839   —  32,993   —  —  —  32,993  
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 2,722 ) —  ( 141,994 ) ( 379 ) —  —  ( 142,373 )
Repurchases of common stock ( 3,058 ) —  —  —  —  ( 145,515 ) ( 145,515 )
Settlement of capped calls, net of related costs —  —  23,688   —  —  —  23,688  
Employee stock-based compensation —  —  651,947   —  —  —  651,947  
Net income —  —  —  —  —  73,980   73,980  
Other comprehensive income, net —  —  —  —  3,636   —  3,636  
Balances at January 31, 2024 205,326   21   2,821,461   ( 2,164 ) ( 19,360 ) ( 1,670,219 ) 1,129,739  

Exercise of stock options 1,301   —  22,705   —  —  —  22,705  
Settlement of restricted stock units 9,275   —  —  —  —  —  — 
Employee stock purchase plan 862   —  35,314   —  —  —  35,314  
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 3,333 ) —  ( 215,112 ) ( 707 ) —  —  ( 215,819 )
Repurchases of common stock ( 10,954 ) ( 1 ) —  —  —  ( 684,989 ) ( 684,990 )

Employee stock-based compensation —  —  656,874   —  —  —  656,874  
Net income —  —  —  —  —  1,067,885   1,067,885  
Other comprehensive loss, net —  —  —  —  ( 9,016 ) —  ( 9,016 )
Balances at January 31, 2025 202,477   $ 20   $ 3,321,242   $ ( 2,871 ) $ ( 28,376 ) $ ( 1,287,323 ) $ 2,002,692  

The accompanying notes are an integral part of these consolidated financial statements.
Docusign, Inc. | 2026 Form 10-K | 65

DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss
Accumulated Deficit Total Stockholders’ Equity
(in thousands) Shares Amount
Balances at January 31, 2025 202,477   20   3,321,242   ( 2,871 ) ( 28,376 ) ( 1,287,323 ) 2,002,692  

Exercise of stock options 75   —  1,250   —  —  —  1,250  
Settlement of restricted stock units 9,840   1   —  —  —  —  1  
Employee stock purchase plan 729   —  40,780   —  —  —  40,780  
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 3,516 ) —  ( 272,291 ) ( 516 ) —  —  ( 272,807 )
Retirement of treasury stock —  —  —  3,387   —  ( 3,387 ) — 
Repurchases of common stock ( 11,840 ) ( 1 ) —  —  —  ( 874,858 ) ( 874,859 )

Employee stock-based compensation —  —  687,014   —  —  —  687,014  
Net income —  —  —  —  —  309,085   309,085  
Other comprehensive income, net —  —  —  —  24,664   —  24,664  
Balances at January 31, 2026 197,765   $ 20   $ 3,777,995   $ —   $ ( 3,712 ) $ ( 1,856,483 ) $ 1,917,820  

The accompanying notes are an integral part of these consolidated financial statements.

Docusign, Inc. | 2026 Form 10-K | 66

DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended January 31,
(in thousands) 2026 2025 2024
Cash flows from operating activities:
Net income $ 309,085   $ 1,067,885   $ 73,980  
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 116,081   107,804   95,062  
Amortization of deferred contract acquisition and fulfillment costs 271,067   237,217   200,163  
Amortization of debt discount and transaction costs 775   554   4,749  

Non-cash operating lease costs 18,903   19,065   21,310  
Stock-based compensation expense 622,321   610,335   616,847  
Deferred income taxes 4,713   ( 839,989 ) 6,292  
Other 2,958   6,111   ( 1,904 )
Changes in operating assets and liabilities
Accounts receivable ( 91,742 ) 2,075   71,681  

Prepaid expenses and other current assets ( 15,200 ) ( 17,634 ) ( 657 )
Deferred contract acquisition and fulfillment costs ( 271,544 ) ( 302,166 ) ( 255,159 )
Other assets ( 1,941 ) ( 22,002 ) ( 15,432 )
Accounts payable ( 15,148 ) 7,638   ( 4,826 )
Accrued expenses and other liabilities 26,257   2,935   6,473  
Accrued compensation 29,515   29,236   33,979  
Contract liabilities 177,203   129,854   152,247  
Operating lease liabilities ( 18,296 ) ( 21,646 ) ( 25,279 )
Net cash provided by operating activities 1,165,007   1,017,272   979,526  
Cash flows from investing activities:
Cash paid for acquisition, net of acquired cash —   ( 143,611 ) —  
Purchases of marketable securities ( 409,599 ) ( 411,236 ) ( 336,221 )

Maturities of marketable securities 389,989   340,334   473,869  
Purchases of strategic and other investments ( 726 ) ( 1,375 ) ( 645 )
Purchases of property and equipment ( 106,445 ) ( 96,988 ) ( 92,391 )
Net cash provided by (used in) investing activities ( 126,781 ) ( 312,876 ) 44,612  
Cash flows from financing activities:

Repayments of convertible senior notes —   —   ( 726,979 )
Payment of revolving credit facility costs ( 3,133 ) —   —  
Repurchases of common stock ( 869,086 ) ( 683,528 ) ( 145,515 )
Settlement of capped calls, net of related costs —   —   23,688  

Payment of tax withholding obligation on net RSU settlement and ESPP purchase ( 269,713 ) ( 213,282 ) ( 144,218 )
Proceeds from exercise of stock options 1,250   22,705   13,991  
Proceeds from employee stock purchase plan 40,780   35,314   32,994  

Net cash used in financing activities ( 1,099,902 ) ( 838,791 ) ( 946,039 )
Effect of foreign exchange on cash, cash equivalents and restricted cash 20,272   ( 7,550 ) 199  
Net increase (decrease) in cash, cash equivalents and restricted cash ( 41,404 ) ( 141,945 ) 78,298  
Cash, cash equivalents and restricted cash at beginning of period 659,554   801,499   723,201  
Cash, cash equivalents and restricted cash at end of period $ 618,150   $ 659,554   $ 801,499  

The accompanying notes are an integral part of these consolidated financial statements.
Docusign, Inc. | 2026 Form 10-K | 67

DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year Ended January 31,
(in thousands) 2026 2025 2024
Supplemental disclosure:
Cash paid for interest $ —   $ —   $ 185  
Cash paid for operating lease liabilities 27,361   26,500   34,845  
Cash paid for income taxes 12,946   24,324   10,460  
Non-cash investing and financing activities:
Property and equipment in accounts payable and accrued expenses and other current liabilities $ 3,302   $ 5,687   $ 2,879  
Operating lease right-of-use assets exchanged for lease obligations 74,072   5,586   3,149  
Excise tax payable on net stock repurchase 3,234   1,461   —  
Repurchases of common stock in accrued expenses and other current liabilities 4,001   —   —  

    

The accompanying notes are an integral part of these consolidated financial statements.
Docusign, Inc. | 2026 Form 10-K | 68

DOCUSIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 . Summary of Significant Accounting Policies

Organization and Description of Business

Docusign, Inc. (“we,” “our” or “us”) was incorporated in the State of Washington in April 2003. We merged with and into Docusign, Inc., a Delaware corporation, in March 2015.

Docusign solutions bring agreements to life, accelerating and simplifying the process of doing business. Docusign’s core offerings — our IAM platform, the world’s leading e-signature solution, and CLM solution — allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a customer-centric experience. The Docusign IAM platform is a system of record that enables customers of all sizes to ingest a vast, complex body of agreements into a single repository, build agreement workflows that operate at scale, and take action on high-accuracy insights, from agreement data.

Basis of Presentation and Principles of Consolidation

Our consolidated financial statements include those of Docusign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. Our fiscal year ends on January 31. References to fiscal 2026, for example, are to the fiscal year ended January 31, 2026.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the consolidated financial statements and notes thereto.

Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of:
• the fair value of intangible assets acquired in business combinations;
• the average period of benefit associated with deferred contract acquisition costs and fulfillment costs;
• the fair value of certain stock awards issued;
• the useful life and recoverability of long-lived assets;
• the discount rate used for operating leases;
• the recognition and measurement of loss contingencies; and
• the recognition, measurement and valuation of deferred income taxes.

Concentration of Credit Risk

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. Although we deposit our cash with multiple financial institutions, the deposits, at times, may exceed federally insured limits. We have not experienced any losses on our deposits of cash and cash equivalents. Cash equivalents consist of money market funds, which are invested through financial institutions in the U.S. and Europe. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists.

No customer individually accounted for more than 10% of our revenues in the years ended January 31, 2026, 2025, and 2024 or for more than 10% of our accounts receivable as of January 31, 2026 and 2025. We perform ongoing credit evaluations of our customers, do not require collateral and maintain allowances for potential credit losses on customers’ accounts using the expected loss model.

Revenue Recognition

We recognize revenue when a customer obtains control of promised services. We identify and evaluate terms and conditions in contracts which may impact revenue recognition. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services. To achieve the core principle of this standard, we apply the following steps:

Docusign, Inc. | 2026 Form 10-K | 69

1. Identification of the contract, or contracts, with the customer

We consider the terms and conditions of the contract and our customary business practices in identifying our contracts. We determine we have a contract with a customer when the contract is approved, we can identify each party’s rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

2. Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. Our performance obligations consist of (i) subscription services, (ii) professional services, (iii) on-premises solutions, and (iv) maintenance and support for on-premises solutions.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.

4. Allocation of the transaction price to the performance obligation in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price ("SSP").

5. Recognition of the revenue when, or as, we satisfy a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue is recognized as control of the service is transferred to the customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. We generate all our revenue from contracts with customers.

Subscription Revenue

We generate revenue primarily from sales of subscriptions to access our software platform and related subscriptions of our customers. Our subscription revenue is driven by our go-to-market model, which includes a combination of direct sales, partner-assisted sales and web-based self-service purchasing. Subscription arrangements with customers do not provide the customer with the right to take possession of our software operating platform at any time. Instead, customers are granted continuous access to our software platform over the contractual period. A time-elapsed method is used to measure progress because we transfer control evenly over the contractual period. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term beginning on the date access to our software platform is provided.

Docusign, Inc. | 2026 Form 10-K | 70

Professional Services and Other Revenue

Professional services and other revenue consists of fees associated with consulting and training services from assisting customers in implementing and expanding the use of our software platform. These services are generally distinct from subscription services. Professional services do not result in significant customization of the subscription service. Revenue from professional services provided on a time and materials basis is recognized as the services are performed. Other revenue includes amounts derived from the sale of our on-premises solutions, which are recognized upon passage of control, which occurs upon shipment of the product. The maintenance and support on the on-premises solutions is a stand-ready obligation to perform this service over the term of the arrangement and, as a result, is accounted for ratably over the term of the arrangement.

Contracts with Multiple Performance Obligations

Most of our contracts with customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP for our performance obligations based on our observable inputs, such as standalone sales and historical contract pricing. SSP is consistent with our overall pricing objectives, taking into consideration the type of subscription services and professional and other services.

Variable Consideration

Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved.

If our services do not meet certain service level commitments, our customers are entitled to receive service credits, and in certain cases, refunds, each representing a form of variable consideration. We have historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by our subscription contracts. Accordingly, the amount of any estimated refunds related to these agreements in the consolidated financial statements is not material during the periods presented.

Deferred Contract Acquisition Costs

We capitalize sales commissions, certain parts of the company bonus and associated payroll taxes paid to internal sales personnel that are incremental to the acquisition of customer contracts as deferred contract acquisition costs in "Prepaid expenses and other current assets" and "Deferred contract acquisition costs—noncurrent" on our consolidated balance sheets. We determine whether costs should be deferred based on our sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

These deferred commissions are amortized on a straight-line basis over the periods of benefit, commensurate with the pattern of revenue recognition. Commissions paid for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rates between new and renewal contracts. The period of benefit for commissions paid for the acquisition of the initial subscription contract, of five years , is determined by taking into consideration our initial estimated customer life and the technological life of our software platform and related significant features. The period of benefit for renewal subscription contracts, of two years , is determined by the weighted average contractual term for renewal contracts.

Commissions paid on professional services contracts are amortized over the period of benefit, being the period the associated revenue is earned as the commissions paid on new and renewal professional services contracts are commensurate with each other.

Amortization of deferred contract acquisition costs is primarily included in the “Sales and marketing” expense in the consolidated statements of operations and comprehensive income.

We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs. There were no material impairment losses recorded during the periods presented.

Docusign, Inc. | 2026 Form 10-K | 71

Deferred Contract Fulfillment Costs

We capitalize third-party costs to fulfill contracts with a customer in “Prepaid expenses and other current assets” and “Other assets—noncurrent” on our consolidated balance sheets. We amortize these costs on a straight-line basis consistent with the ratable revenue recognition of the performance obligations in the associated contracts.

Cost of Revenue

“Subscription” cost of revenue primarily consists of personnel and related costs to support our software platform, amortization expense associated with capitalized internally-developed software and technology-related intangible assets, property and equipment depreciation, allocated overhead expenses, merchant processing fees and server hosting costs.

“Professional services and other” cost of revenue consists primarily of personnel costs for our professional services delivery team, travel-related costs and allocated overhead.

Advertising

Advertising costs are expensed as incurred and are included in “Sales and marketing” expense in our consolidated statements of operations and comprehensive income. Advertising expense was $ 74.5 million, $ 79.0 million and $ 95.0 million in the years ended January 31, 2026, 2025 and 2024.

Research and Development

Research and development costs are expensed as incurred and consist primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation.

Stock-Based Compensation

Compensation cost for stock-based awards issued to employees, including ESPP purchase rights and RSUs, is measured at fair value on the date of grant and recognized over the service period, generally on a straight-line basis.

The fair value of ESPP purchase rights is estimated on the date of grant using a Black-Scholes option-pricing model. From time to time, we grant RSUs that also include performance-based or market-based conditions. The fair value of RSUs, including those granted with a performance condition, is estimated on the date of grant based on the fair value of our underlying common stock. For RSUs granted with a market condition, we use a Monte Carlo option-pricing model to determine the fair value of the RSUs.

Compensation expense for RSUs granted with a market or a performance condition is recognized on a graded vesting basis over the requisite service period. The amount of compensation expense related to the RSUs granted with a performance condition is determined after assessing the probability of achieving requisite performance criteria.

We recognize compensation expense related to shares issued pursuant to our ESPP on a straight-line basis over the offering period of six months .

Compensation expense is recognized net of forfeitures that are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

We capitalize stock-based compensation costs incurred as a result of qualifying internally-developed software development activities.

We may elect to issue shares on the settlement dates net of the statutory tax withholding requirements to be paid by us on behalf of our employees. In these instances, we record the liability for withholding amounts to be paid by us as treasury stock or as a reduction to additional paid-in capital, and include these payments as a reduction of cash flows from financing activities.

Docusign, Inc. | 2026 Form 10-K | 72

Restructuring charges

Restructuring liabilities arise when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the plan are not likely and employees who are impacted have been notified of the pending involuntary termination. Restructuring charges are accrued in the period in which it is probable that the employees are entitled to the restructuring benefits and the amounts can be reasonably estimated.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards.

We regularly assess the need for a valuation allowance against our deferred tax assets. In making this assessment, we weigh both positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations, to determine whether it is more likely than not that a deferred tax asset will be realized. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

We recognize the tax benefit of an uncertain tax position only if it is more-likely-than-not that, based on the technical merits, the position is sustainable upon examination by the taxing authority. The tax benefit recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement with the taxing authority. We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes.

Foreign Currency

The functional currency of our foreign entities and branches is generally the local currency. Monetary assets and liabilities and transactions denominated in currencies other than an entity's functional currency are remeasured into its functional currency using current exchange rates at each balance sheet date. Nonmonetary assets and liabilities are not remeasured. We recognize gains and losses from such adjustments within “Interest income and other income, net” in the consolidated statements of operations and comprehensive income in the period of occurrence.

We present our financial statements in U.S. dollars. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on our consolidated statements of comprehensive income, net of tax. All assets and liabilities denominated in a foreign currency are translated at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using the historical exchange rate.

Net Income Per Share Attributable to Common Stockholders

We compute basic and diluted net income per share in conformity with the two-class method required for participating securities. The undistributed earnings are allocated between common stock and participating securities as if all earnings had been distributed during the period presented.

Basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders is computed by giving effect to all potential shares of common stock, including, as applicable, shares underlying our convertible senior notes, unvested stock awards, outstanding stock options, ESPP purchase rights, convertible preferred stock, and warrants to purchase common stock and convertible preferred stock, to the extent they are dilutive. The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable.

In periods when we have reported net losses, dilutive common shares are not assumed to have been issued as their effect would have been antidilutive. Therefore, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders.

Docusign, Inc. | 2026 Form 10-K | 73

Cash and Cash Equivalents

Cash and cash equivalents consist of money market funds, highly liquid investments with original maturities of three months or less at the date of purchase and deposits with financial institutions and are carried at fair value.

Investments

Investments in marketable securities consist of commercial paper, corporate notes and bonds, municipal notes and bonds, as well as U.S. Treasury and government agency securities. Management determines the appropriate classification of investments at the time of purchase and reevaluates such determination at each balance sheet date. Marketable securities are classified as available-for-sale and are carried at fair value in the consolidated balance sheet and are classified as short-term or long-term based on their remaining contractual maturities.

We evaluate our investments with unrealized loss positions at the individual security level to determine whether the unrealized loss was related to credit or noncredit factors. We consider whether a credit loss exists based on the extent of the unrealized loss position, any adverse conditions specifically related to the security or the issuer's operating environment, pay structure of the security, the issuer's payment history and any changes in the issuer's credit rating. Estimated credit losses are determined using a discounted cash flow model and recorded as an allowance, with changes in expected credit losses on our investments recorded in “Interest income and other income, net” in the consolidated statements of operations and comprehensive loss. Unrealized gains and losses related to noncredit factors are reflected in “Accumulated other comprehensive loss” on the consolidated balance sheets.

Strategic Investments

Our strategic investments consist of non-marketable equity investments in privately-held companies and investment companies in which we do not have a controlling interest or significant influence. We have elected to apply the measurement alternative for equity investments in privately-held companies that do not have readily determinable fair values, measuring them at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We have elected to measure our equity investments in investment companies that do not have readily determinable fair values based on the investment’s net asset value. An impairment loss is recorded when an event or circumstance indicates a decline in value has occurred.

As of January 31, 2026 and 2025, we held equity investments in privately-held companies totaling $ 15.1 million and $ 14.7 million that were classified in “Other assets—noncurrent” on our consolidated balance sheets.

Restricted Cash

Restricted cash consists primarily of certificates of deposits collateralizing our operating lease agreements for office space and cash withheld from employees to fund claims and program expenses related to the Voluntary Disability Plans in California.

The following table illustrates the reconciliation of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows as of January 31, 2026, 2025, and 2024:

January 31,
(in thousands) 2026 2025 2024
Cash and cash equivalents $ 602,442   $ 648,623   $ 797,060  
Restricted cash included in prepaid expense and other current assets 481   952   1,332  
Restricted cash included in other assets — noncurrent 15,227   9,979   3,107  
Total cash, cash equivalents, and restricted cash $ 618,150   $ 659,554   $ 801,499  

Fair Value of Financial Instruments

We measure assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
Docusign, Inc. | 2026 Form 10-K | 74

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.

The carrying values of cash, accounts receivable and accounts payable approximate their respective fair values due to the short period of time to maturity, receipt or payment.

Accounts Receivable and Credit Losses

Accounts receivable primarily consist of amounts billed currently due from customers. Our accounts receivable are subject to collection risk. Gross accounts receivable are reduced for this risk by an allowance for credit losses. This allowance is for estimated losses resulting from the inability of our customers to make required payments. Our allowance for credit losses includes balances that are specifically identified for adequacy based on a regular evaluation of such factors as age of the receivable balance, current economic conditions, credit quality of the customer, and past collection experience. We also include an allowance for credit losses, based on historical experience, which is recorded in the period in which we invoice our customers. We do not have any off-balance-sheet credit exposure related to our customers.

We do not typically offer right of refund in our contracts and do not require collateral from our customers. Changes in the allowance for credit losses were not material in all periods presented.

Property and Equipment

Property and equipment, including costs incurred to bring to the location and condition necessary for intended use, are recorded at cost and depreciated over their estimated useful lives using the straight-line method and the following estimated useful lives:
Estimated Useful Life
Computer and network equipment 3 years

Software, including capitalized software development costs 3 - 5 years

Furniture and office equipment 3 - 4 years

Leasehold improvements Lesser of lease term and 10 years

Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the statement of operations and comprehensive income in the year of disposition. Additions and improvements that increase the value or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred.

Leases

Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We determine whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether we control the use of the identified asset throughout the period of use. At lease commencement date, we determine lease classification between finance and operating, allocate the consideration to the lease and nonlease components and recognize a right-of-use asset and corresponding lease liability for each lease component. A right-of-use asset represents our right to use an underlying asset and a lease liability represents our obligation to make payments during the lease term.

The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is our incremental borrowing rate unless the interest rate implicit in
Docusign, Inc. | 2026 Form 10-K | 75

the lease is readily determinable. We estimate our incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The right-of-use asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives.

We do not recognize right-of-use assets and liabilities for leases with a term of twelve months or less. Additionally, we do not separate nonlease components from the associated lease components for our office leases and certain other asset classes. The total consideration includes fixed payments and contractual escalation provisions. We are responsible for maintenance, insurance, property taxes and other variable payments, which are expensed as incurred. Our leases include options to renew or terminate. We include the option to renew or terminate in our determination of the lease term when the option is deemed to be reasonably certain to be exercised.

Operating leases are classified in “Operating lease right-of-use assets”, “Operating lease liabilities—current”, and “Operating lease liabilities—noncurrent” on our consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the expected lease term and included in “Income from operations” in our consolidated statements of operations and comprehensive income. We did not have material finance leases for all periods presented.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for using the acquisition method of accounting and is not amortized. We test goodwill for impairment at least annually, on November 1, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.

Our test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, we have determined that we have one operating segment and one reporting unit. We performed a qualitative assessment for the year ended January 31, 2026, and concluded that it is more likely than not that the fair value of the reporting unit significantly exceeds its carrying value. There was no impairment of goodwill recorded in the years ended January 31, 2026 and 2025.

Intangible Assets

Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives. The estimated useful lives of intangible assets, estimated based on our expected period of benefit, are as follows:
Estimated Useful Life
Existing technology 3 - 5 years

Customer contracts & related relationships 4 - 10 years

Other (1)
1 - 5 years

(1) Includes certifications, tradenames, and trademarks

We evaluate the estimated remaining useful lives of intangible assets and other long-lived assets to assess whether a revision to the remaining periods of amortization is required.

Impairment of Long-Lived Assets

We review long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset group may not be fully recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There was no impairment of long-lived assets recognized in all periods presented.

Docusign, Inc. | 2026 Form 10-K | 76

Software Development and Cloud Computing Arrangement Implementation Costs

We capitalize qualifying internally-developed software development costs incurred during the application development stage, as long as it is probable the project will be completed and the software will be used to perform the function intended. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in “Property and equipment, net” on our consolidated balance sheets and are amortized on a straight-line basis over their expected useful lives of approximately three to five years .

We also capitalize qualifying implementation costs under cloud computing arrangements (“CCA”). Capitalization of such costs ceases once the software of the hosting arrangement is ready for its intended use. The CCA implementation costs balance was $ 110.6 million and $ 83.6 million as of January 31, 2026 and 2025, and is included in “Other assets—noncurrent” on our consolidated balance sheets and amortized on a straight-line basis over the term of the associated hosting arrangement.

Business Combinations

We account for our acquisitions using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill.

Management’s estimates of fair value are based upon assumptions, including, in the case of acquired intangible assets, the time and resources required to recreate the assets acquired. The assumptions are based in part on information obtained from the management of the acquired companies, our assessment of the information, and historical experience. Our estimates of fair value based upon such assumptions are believed to be reasonable, but are inherently uncertain. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations and comprehensive income.

Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Our Chief Executive Officer is our CODM. Our CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, we have determined that we operate in one operating and one reportable segment.

Convertible Debt

We account for our convertible debt instruments as a single liability measured at its amortized cost. At issuance, the carrying amount is calculated as the proceeds, net of initial purchasers’ discounts and transaction costs. The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible debt instruments using the effective interest rate method.

At settlement, the carrying amount of the liability is derecognized and the excess of the cash consideration, if any, over the carrying amount is recorded as a reduction to additional paid-in capital.

Capped calls entered into in connection with the offering of the convertible debt instruments are considered indexed to our own stock and are considered equity classified. They are recorded in stockholders’ equity and are not accounted for as derivatives. The cost incurred in connection with the capped calls was recorded as a reduction to additional paid-in capital. Subsequent unwinding of capped calls was recorded as an increase to cash and additional paid-in capital upon settlement.
Docusign, Inc. | 2026 Form 10-K | 77

Legal Contingencies

We evaluate contingent liabilities including threatened or pending litigation and make provisions for such liabilities when it is both probable that a loss has been incurred and its amount can be reasonably estimated. We periodically assess the likelihood of any adverse judgments or outcomes from potential claims or legal proceedings, as well as potential ranges of probable losses, when the outcomes of the claims or proceedings are probable and reasonably estimable. A determination of the amount of the liabilities required, if any, for these contingencies is made after the analysis of each separate matter.

Recently Adopted Accounting Pronouncements

We adopted Accounting Standards Update No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures” (“ASU 2023-09”), beginning in the year ended January 31, 2026 using a prospective approach. The standard requires enhancement and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. Refer to Note 1 5 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" (“ASU 2024-03”), which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. ASU 2024-03 is effective for annual filings for our fiscal year beginning February 1, 2027, and interim filings for the fiscal year beginning February 1, 2028, and can be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2024-03 on our financial statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments—Credit Losses” (“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contracts assets. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses. ASU 2025-05 is effective for annual filings for our fiscal year beginning February 1, 2026 and interim reporting periods in the same annual reporting period. We do not expect ASU 2025-05 to have a material impact on our financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, “Intangibles—Goodwill and Other— Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which modernizes the recognition and disclosure framework for internal-use software costs by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for annual filings for our fiscal year beginning February 1, 2028 and interim reporting periods in the same annual period. We are currently evaluating the effect of adopting ASU 2025-06 on our financial statements.

In December 2025, the FASB issued Accounting Standards Update 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”), which clarifies interim reporting disclosure requirements and improves the navigability of the guidance in ASC 270. ASU 2025-11 is effective for interim reporting periods within our fiscal year beginning February 1, 2028. We are currently evaluating the effect of adopting ASU 2025-11 on our financial statements.
Docusign, Inc. | 2026 Form 10-K | 78

Note 2. Revenue

Subscription revenue is recognized over time and accounted for approximately 98 %, 97 % and 97 % of our revenue for the years ended January 31, 2026, 2025 and 2024.

Performance Obligations

As of January 31, 2026, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $ 2.4 billion. We expect to recognize 57 % of the transaction price allocated to remaining performance obligations within the 12 months following January 31, 2026 in our consolidated statement of operations and comprehensive income.

Contract Balances

Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been invoiced to our customers where there is a remaining performance obligation, typically for multi-year arrangements. Total contract assets were $ 10.8 million and $ 13.8 million as of January 31, 2026 and 2025. The change in contract assets reflects the difference in timing between our satisfaction of remaining performance obligations and our contractual right to bill our customers.

Contract liabilities consist of deferred revenue and payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the years ended January 31, 2026 , 2025 and 2024, we recognized reve nue of $ 1.4 billion, $ 1.3 billion and $ 1.2 billion that was included in the corresponding contract liability balance at the beginning of the periods presented.

We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days.

Docusign, Inc. | 2026 Form 10-K | 79

Note 3 . Fair Value Measurements
The following table summarizes our financial assets that are measured at fair value on a recurring basis:
January 31, 2026
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Level 1:
Cash equivalents (1)

Money market funds $ 248,251   $ —  $ —  $ 248,251  
Level 2:

Available-for-sale securities
Commercial paper 32,611   7   ( 6 ) 32,612  
Corporate notes and bonds 425,648   806   ( 77 ) 426,377  

U.S. governmental securities 13,498   1   ( 11 ) 13,488  
Level 2 total 471,757   814   ( 94 ) 472,477  

Total $ 720,008   $ 814   $ ( 94 ) $ 720,728  

January 31, 2025
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Level 1:
Cash equivalents (1)

Money market funds $ 183,885   $ —  $ —  $ 183,885  
Level 2:

Available-for-sale securities
Commercial paper 31,367   12   ( 8 ) 31,371  
Corporate notes and bonds 399,034   522   ( 378 ) 399,178  

U.S. governmental securities 18,500   1   ( 21 ) 18,480  
Level 2 total 448,901   535   ( 407 ) 449,029  

Total $ 632,786   $ 535   $ ( 407 ) $ 632,914  

(1) Included in "cash and cash equivalents" in our consolidated balance sheets as of January 31, 2026 and 2025, in addition to cash of $ 354.1 million and $ 464.7 million

We use quoted prices in active markets for identical assets to determine the fair value of our Level 1 investments. The fair value of our Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs .

The fair value of our available-for-sale securities as of January 31, 2026, by remaining contractual maturities, were as follows (in thousands):
Due in one year or less $ 264,084  
Due in one to two years 208,393  
$ 472,477  

As of January 31, 2026 and 2025, securities in an unrealized loss position were, individually and in aggregate, not material. An allowance for credit losses was deemed unnecessary for these securities, given the extent of the unrealized loss positions as well as the issuers' high credit ratings and consistent payment history.

Docusign, Inc. | 2026 Form 10-K | 80

We had no liabilities measured at fair value on a recurring basis as of January 31, 2026 and 2025.

Strategic Investments

As of January 31, 2026 and 2025, we held equity investments in privately-held companies totaling $ 15.1 million and $ 14.7 million. The carrying value of strategic investments is adjusted to fair value on a non-recurring basis for observable transactions of identical or similar investments of the same issuer or for impairment. Strategic investments measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because nonrecurring fair value measurements may include observable and unobservable inputs.

Note 4 . Property and Equipment, Net

Property and equipment, net consisted of the following:
January 31,
(in thousands) 2026 2025
Computer and network equipment $ 123,226   $ 133,486  
Software, including capitalized software development costs 383,527   278,918  
Furniture and office equipment 23,278   20,360  
Leasehold improvements 66,832   64,012  
596,863   496,776  
Less: Accumulated depreciation ( 365,142 ) ( 303,676 )
231,721   193,100  
Work in progress 130,087   106,270  
$ 361,808   $ 299,370  

Depreciation and amortization expenses associated with property and equipment were $ 100.0 million, $ 83.1 million and $ 75.7 million in the years ended January 31, 2026, 2025 and 2024. This included amortization expense related to capitalized internally-developed software costs of $ 76.5 million, $ 55.2 million and $ 35.1 million in the respective years .

We capitalized $ 143.4 million, $ 114.7 million and $ 95.3 million of internally developed software costs, including $ 51.3 million, $ 38.9 million and $ 30.8  million of capitalized stock-based compensation in the years ended January 31, 2026, 2025 and 2024, respectively.

Docusign, Inc. | 2026 Form 10-K | 81

Note 5. Acquisitions

Acquisition of DocuSmart, Inc. d/b/a Lexion

On May 31, 2024 (“Acquisition Date”), we acquired 100 % of the outstanding equity interests of DocuSmart, Inc. (“Lexion”), an AI-powered contract management platform which features intelligent contract repository and agreement workflow automation and reporting. We integrated Lexion’s technology and capabilities comprehensively across Docusign solutions, including advanced document understanding for contract reviews, negotiations, insights and analysis, to better enable organizations to create, commit to, and manage agreements. The results of Lexion’s operations have been included in the accompanying consolidated financial statements since the Acquisition Date.

The acquisition purchase consideration totaled $ 154.0 million and was paid in cash. We paid $ 17.4 million of the consideration to an escrow account held for 18 months by a third party for post-closing indemnification obligations. In December 2025, we released the cash held in escrow.

We accounted for the transaction as a business combination using the acquisition method of accounting. We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the Acquisition Date. Fair values were determined using the replacement cost method. Excess purchase price consideration was recorded as goodwill and is primarily attributable to the assembled workforce and expanded market opportunities when integrating Lexion’s intelligent contract repository and agreement workflow automation capabilities within Docusign’s IAM platform.

The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed as of the date of acquisition:

(in thousands)
As Adjusted
Cash and cash equivalents $ 10,409  
Accounts receivable, net 1,741  
Goodwill 102,152  
Intangible assets, net 50,200  
Contract liabilities — current ( 5,071 )
Deferred tax liability ( 4,661 )
Accrued expenses and other current liabilities ( 750 )
Total purchase consideration $ 154,020  

None of the goodwill recognized upon acquisition is deductible for U.S. federal income tax purposes.

The estimated useful lives of intangible assets, primarily based on the expected period of benefit to us, and fair values of the identifiable intangible assets at Acquisition Date were as follows:

(in thousands, except years) Estimated Fair Value Expected Useful Life
Existing technology $ 29,900   5.0 years
Customer relationships—subscription 20,300   7.0 years
Total intangible assets $ 50,200   5.8 years

Additionally, the purchase agreement provides for $ 19.1 million of deferred compensation for key employees for which post-acquisition employment service is required. The deferred compensation was paid into an escrow account at closing and recorded as prepaid asset that will amortize into compensation expense on a straight-line basis over the three -year term of the arrangement.

We granted certain continuing employees and founders of Lexion RSUs with an aggregate grant date fair value of $ 34.8 million that are being accounted for as a post-acquisition compensation expense over the vesting period.

During the year ended January 31, 2025, we incurred acquisition related expenses of $ 4.3 million which were recognized within general and administrative expenses in the consolidated statement of operations.

The following unaudited pro forma information has been prepared for illustrative purposes only and assumes the acquisition occurred on February 1, 2023. It includes pro forma adjustments related to the amortization of acquired
Docusign, Inc. | 2026 Form 10-K | 82

intangible assets, share-based compensation expense, deferred compensation, and transaction related expenses. The impact of pro forma adjustments during the year ended January 31, 2025 is not material. For the purpose of computing the pro forma tax effects of the acquisition, we applied the historical annual effective tax rate for the year ended January 31, 2024 to the combined entity results. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on February 1, 2023, or of future results of operations:

Year Ended January 31,
(in thousands) (unaudited) 2024
Net income $ 37,199  

Note 6 . Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill were as follows (in thousands):
Balance at January 31, 2024 $ 353,138  

Additions—Lexion 102,152  
Foreign currency translation ( 813 )
Balance at January 31, 2025 454,477  

Foreign currency translation 3,969  
Balance at January 31, 2026 $ 458,446  

Intangible assets consisted of the following:
As of January 31, 2026 As of January 31, 2025
(in thousands, except years) Weighted-average Remaining Useful Life (Years) Acquisition-related Intangibles, Gross Accumulated Amortization Acquisition-related Intangibles, Net Acquisition-related Intangibles, Gross Accumulated Amortization Acquisition-related Intangibles, Net
Existing technology 3.3 $ 98,144   $ ( 78,210 ) $ 19,934   $ 104,694   $ ( 76,644 ) $ 28,050  
Customer contracts & related relationships 4.0 119,483   ( 78,023 ) 41,460   124,112   ( 67,127 ) 56,985  
Other 0.0 7,674   ( 7,674 ) —   7,516   ( 7,516 ) —  
3.8 $ 225,301   $ ( 163,907 ) 61,394   $ 236,322   $ ( 151,287 ) 85,035  
Cumulative translation adjustment —   ( 8,647 )
Total $ 61,394   $ 76,388  

Amortization of finite-lived intangible assets was as follows:
Year Ended January 31,
(in thousands) 2026 2025 2024
Cost of subscription revenue $ 4,923   $ 12,267   $ 8,857  
Sales and marketing 11,208   12,450   10,518  
Total $ 16,131   $ 24,717   $ 19,375  

Docusign, Inc. | 2026 Form 10-K | 83

As of January 31, 2026, future amortization of finite-lived intangible assets that will be recorded in cost of revenue and operating expenses is estimated as follows, excluding cumulative translation adjustment:
Fiscal Period Amount
(in thousands)
2027 $ 18,941  
2028 16,481  
2029 12,734  
2030 8,512  
2031 3,757  
Thereafter 969  
Total $ 61,394  

Note 7 . Deferred Contract Acquisition and Fulfillment Costs

The following table represents a rollforward of our deferred contract acquisition and fulfillment costs:
Year Ended January 31,
(in thousands) 2026 2025
Deferred Contract Acquisition Costs

Beginning balance $ 467,201   $ 409,658  
Additions to deferred contract acquisition costs 225,531   261,088  
Amortization of deferred contract acquisition costs ( 227,193 ) ( 197,832 )
Cumulative translation adjustment 9,089   ( 5,713 )
Ending balance $ 474,628   $ 467,201  

Deferred Contract Fulfillment Costs
Beginning balance $ 23,657   $ 22,525  
Additions to deferred contract fulfillment costs 46,013   41,078  
Amortization of deferred contract fulfillment costs ( 43,874 ) ( 39,385 )
Cumulative translation adjustment 2,137   ( 561 )
Ending balance $ 27,933   $ 23,657  

Note 8. Debt

Convertible Senior Notes

In September 2018, we issued $ 575.0 million in aggregate principal amount of the 0.5 % Convertible Senior Notes due in 2023. The net proceeds from the issuance of the 2023 Notes were $ 560.8 million after deducting the initial purchasers’ discounts and transaction costs, and interest was payable semi-annually in arrears on March 15 and September 15 of each year. The 2023 Notes matured on September 15, 2023.

In January 2021, we issued $ 690.0 million in aggregate principal amount of the 0 % Convertible Senior Notes due in 2024. The net proceeds from the issuance of the 2024 Notes were $ 677.3 million after deducting the initial purchasers’ discounts and transaction costs. The 2024 Notes matured on January 15, 2024.

Extinguishment of the 2023 Notes and 2024 Notes

We repaid in cash $ 37.1 million and $ 689.9 million in aggregate principal amount of the 2023 Notes and 2024 Notes respectively during the year ended January 31, 2024.

Docusign, Inc. | 2026 Form 10-K | 84

The effective interest rate on the 2023 Notes was 5.9 %. The effective interest rate on the 2024 Notes was 3.8 %. Interest expense recognized related to the Notes was as follows:
Year Ended January 31,
(in thousands) 2024
Contractual interest expense $ 425  

Amortization of transaction costs 4,197  
Total $ 4,622  

Capped Calls

To minimize the potential economic dilution to our common stock upon conversion of the Notes, we entered into privately-negotiated capped call transactions ("Capped Calls") with certain counterparties. In the first quarter of fiscal 2024, we unwound $ 23.7 million of the Capped Calls in relation to our 2023 Notes and received cash from the counterparties. All remaining Capped Calls associated with the 2023 Notes and 2024 Notes expired during the year ended January 31, 2024.

Impact on Net Income Per Share

In periods when we had net income, the shares of our common stock subject to the Notes outstanding during the period were included in our diluted earnings per share under the if-converted method.

Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive. However, upon conversion, there will be no economic dilution from the Notes unless the market price of our common stock exceeds the initial $ 110.00 per share cap price associated with the 2023 Notes and $ 525.30 per share cap price associated with the 2024 Notes, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the cap price.

As of January 31, 2024, the market price of our common stock did not exceed the $ 110.00 per share cap price associated with the 2023 Notes or the $ 525.30 cap price associated with the 2024 Notes. Therefore, the Notes would not have caused economic dilution if converted as of January 31, 2024.

Revolving Credit Facility

In January 2021, we entered into a credit agreement, as subsequently amended in May 2023, with a syndicate of banks. The credit agreement extended a senior secured revolving credit facility to us through January 2026 in an aggregate principal amount of $ 500.0 million, which provided for an additional $ 250.0 million subject to the terms of the credit agreement.

In May 2025, we entered into a new credit agreement with a syndicate of banks. The credit agreement provides for a secured revolving credit facility in an aggregate principal amount of $ 750.0 million, which amount may be increased by an additional $ 250.0 million subject to the terms of the credit agreement. This credit agreement supersedes and replaces the prior credit facility. We may use the proceeds of future borrowings under the Credit Facility to finance working capital, for capital expenditures and for other general corporate purposes, including permitted acquisitions.

The Credit Facility matures in May 2030 and requires us to comply with customary affirmative and negative covenants. We were in compliance with all covenants as of January 31, 2026. As of January 31, 2026, there were no outstanding borrowings under the Credit Facility. The facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between 0.10 % and 0.30 % per annum on the daily undrawn balance depending on certain conditions as provided in the credit agreement.

Docusign, Inc. | 2026 Form 10-K | 85

Note 9. Leases

We lease offices under noncancelable operating lease agreements that expire at various dates through the end of July 2040. Some of our operating leases contain escalation provisions for adjustments in the consumer price index and options to renew. We include a renewal option in the lease term for calculating our lease liability when we are reasonably certain that we will exercise the renewal option.

Operating lease expense for the years ended January 31, 2026 , 2025 and 2024 was $ 26.4 million, $ 25.6 million and $ 28.5 million.

Future lease payments under operating leases as of January 31, 2026, were as follows:
Fiscal Period: Amount (in thousands)
2027 $ 12,896  
2028 27,229  
2029 25,218  
2030 21,348  
2031 23,603  
Thereafter 150,293  
Total undiscounted cash flows $ 260,587  
Less: Imputed interest ( 75,468 )
Present value of lease liabilities $ 185,119