10-K – 2026-03-18 – docu-20260131.htm

The weighted average remaining lease terms as of January 31, 2026 and 2025 were 11.0 years and 7.5 years. The discount rates for operating leases as of January 31, 2026 and 2025 were 5.3 % and 4.8 %.

Note 10 . Commitments and Contingencies

We have entered into certain noncancelable contractual arrangements that require future purchases of goods and services. These arrangements primarily relate to cloud infrastructure support and sales and marketing activities. As of January 31, 2026, our future noncancelable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows:

Fiscal Period: Amount (in thousands)
2027 $ 42,972  
2028 25,265  
2029 9,093  
2030 3,593  
2031 1,724  
Thereafter 1,992  
Total $ 84,639  

We entered into an agreement, which includes a minimum commitment, with a public cloud computing service provider. As of January 31, 2026, our remaining minimum commitment under the agreement is $ 280.4 million through fiscal 2030, which is excluded from the table above.

Docusign, Inc. | 2026 Form 10-K | 86

Indemnification

We enter into indemnification provisions under our agreements with customers and other companies in the ordinary course of business, including business partners, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify and defend the indemnified party for certain claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of our activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification clauses or agreements is not determinable. Historically, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these indemnification agreements is not material as of January 31, 2026 and 2025 . We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification agreements.

We have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

Claims and Litigation

From time to time, we may be subject to legal proceedings, claims, investigations or other contingencies in the ordinary course of business. If we are unsuccessful in defending, or if we determine to settle, any of these matters, we may be required to pay substantial sums, be subject to injunction and/or be required to change how we operate our business, which could have a material adverse impact on our financial position or results of operations.

Legal costs associated with litigation are expensed as incurred. Unless otherwise stated, we are unable to reasonably estimate the loss or a range of possible loss for the matters described below. In certain instances, we may be unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a claim because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. We review loss contingencies at least quarterly to determine whether the likelihood of loss has changed and whether we can make a reasonable estimate of the loss or range of loss. When we determine that a loss from a claim is probable and reasonably estimable, we record a liability for an estimated amount. We also provide disclosure when we determine it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Because these issues are often subject to substantial uncertainty, the probability of a loss (if any) and/or the estimated amount of a loss are difficult to ascertain. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, we believe the final outcome of these matters, including the cases described below, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.

Docusign, Inc. Securities Litigation and Related Derivative Litigation

On February 8, 2022, a putative securities class action was filed in the U.S. District Court for the Northern District of California, captioned Weston v. Docusign, Inc., et al. , Case No. 3:22-cv-00824, naming Docusign and certain of our then-current and former officers as defendants. The complaint (as amended on July 8, 2022, April 14, 2025 and May 22, 2025) alleged claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic. On January 26, 2026, the Court granted our renewed motion to dismiss the case, entering judgment in our favor and against the plaintiffs that same day. Plaintiffs are not appealing this result and the matter is now closed.

Eight putative shareholder derivative cases were previously filed containing allegations based on or similar to those in the securities class action. The plaintiffs in each of these cases have voluntarily dismissed them or are in the process of doing so.

In addition, on June 3, 2025, two cases, captioned Harbor Capital Appreciation Fund, et al. v. DocuSign, Inc., et al. , Case No. 3:25-cv-04681, and Advanced Series Trust, et al. v. DocuSign, Inc., et al. , Case No. 3:25-cv-04683, were filed in the U.S. District Court for the Northern District of California by plaintiffs who had opted out of the class certified in Weston v. Docusign . These opt-out cases allege substantially similar claims as in the class action, which we deny. On July 18, 2025, the cases were stayed pending the resolution of the motion to dismiss the securities class action. We are pursuing the voluntary dismissal of these cases following the dismissal of the securities class action.

Docusign, Inc. | 2026 Form 10-K | 87

Note 11. Stockholders' Equity

Common Stock Reserved for Future Issuance

We have reserved the following shares of common stock, on an as-if converted basis, for future issuance as follows:
January 31,
(in thousands) 2026 2025
RSUs outstanding 23,792   27,268  
Options issued and outstanding 3   83  
Remaining shares available for future issuance under the Equity Incentive Plans 46,611   39,387  
Remaining shares available for future issuance under the ESPP 13,115   11,819  
Total shares of common stock reserved 83,521   78,557  

Equity Incentive Plans

We maintain two stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”) and the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”).

Our board of directors adopted, and our stockholders approved, the 2018 Plan during the year ended January 31, 2019. The 2018 Plan went into effect in April 2018, upon the effectiveness of our IPO Registration Statement. The 2018 Plan serves as a successor to the 2011 Plan and the Amended and Restated 2003 Stock Plan (the “2003 Plan”) and provides for the grant of stock-based awards to our employees, directors and consultants. Shares available for grant under the 2011 Plan that were reserved but not issued as of the effective date of the 2018 Plan were added to the reserves of the 2018 Plan. No additional awards under the 2011 Plan or 2003 Plan have been made since the effective date of the 2018 Plan. Outstanding awards under the 2011 plan continue to be subject to the terms and conditions of the respective plan. There are no outstanding awards under the 2003 plan.

Additionally, any shares subject to outstanding awards originally granted under the 2011 Plan that: (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise returned to Docusign, Inc.; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award are added to the reserves of the 2018 Plan.

The 2018 Plan permits the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. RSUs granted under the 2018 Plan generally vest over a four-year period, either quarterly or with 25 % vesting at the end of one year and the remainder quarterly thereafter. Additionally, we grant performance stock awards to our executives on an annual basis.

Shares available for grant under the 2018 Plan for the year ended January 31, 2026 were as follows:
(in thousands) Year Ended
January 31, 2026
Available at beginning of fiscal year 39,387  
Awards authorized 10,124  
Shares granted ( 9,336 )
Shares canceled/expired 2,928  
Shares withheld for taxes 3,508  
Available at end of fiscal year 46,611  

The 2018 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2019, and ending on February 1, 2028, by 5 % of the total number of shares of our capital stock outstanding on the immediately preceding January 31st (or such lesser number of shares as our board of directors or a committee of our board of directors may approve). The most recent automatic increase of 9.9 million shares occurre d o n February 1, 2026.

Docusign, Inc. | 2026 Form 10-K | 88

RSUs

The majority of RSUs vest upon the satisfaction of a service-based vesting condition. From time to time, we may also grant RSUs that are subject to either performance-based or market-based vesting conditions. The performance-based conditions will be satisfied upon satisfaction of certain financial performance targets. The market-based conditions will be satisfied if certain milestones based on our common stock price or relative total shareholder return are met. The weighted-average grant date fair value for RSUs granted during the years ended January 31, 2026, 2025 and 2024 was $ 83.61 , $ 60.89 and $ 54.15 per share. The total grant date fair value of RSUs vested during the years ended January 31, 2026, 2025 and 2024 was $ 632.4 million, $ 627.9 million and $ 631.8 million.

RSU activity for the year ended January 31, 2026 was as follows:
(in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value
Unvested at January 31, 2025 27,268   $ 57.62  
Granted 9,336   83.61  
Vested ( 9,884 ) 63.98  
Canceled ( 2,928 ) 64.48  
Unvested at January 31, 2026 23,792   $ 64.34  

As of January 31, 2026, our total unrecognized compensation cost related to RSUs was $ 1.1 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 2.3 years.

As of January 31, 2026, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions was $ 170.5 million. The number of RSUs granted or canceled included in the table above reflects shares that could be eligible to vest at 100 % of target for PSUs and includes adjustments for over or under achievement for PSUs granted in prior periods.

We calculated the fair value of the RSU with market conditions using a Monte Carlo option-pricing model based on the following assumptions:

Year Ended January 31,
2026 2025 2024
Risk-free interest rate 3.77   % 3.85 % - 4.41 %
4.12   %
Expected dividend yield —   % —   % —   %
Expected life (in years) 2.9 2.8 - 3.0
3.0
Expected volatility 55   % 69 % - 70 %
71   %

Stock Options

There were no options granted during the years ended January 31, 2026, 2025 and 2024 .

As of January 31, 2026, there was no remaining unrecognized compensation cost related to stock option grants. The aggregate intrinsic value of options exercised during the years ended January 31, 2026, 2025 and 2024 was $ 4.9 million, $ 73.6 million and $ 23.6 million.

2018 Employee Stock Purchase Plan

During the year ended January 31, 2019, our board of directors adopted, and our stockholders approved the ESPP. In April 2018, the ESPP went into effect. The ESPP allows eligible employees to purchase shares of our common stock at a discounted price by accumulating funds, normally through payroll deductions, of up to  15 % of their earnings. The purchase price for common stock under the ESPP is equal to 85 % of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate  six-month offering periods that begin in the first and third quarters of each year.

Docusign, Inc. | 2026 Form 10-K | 89

We calculated the fair value of the ESPP purchase right using the Black-Scholes option-pricing model, based on the following assumptions:
Year Ended January 31,
2026 2025 2024
Risk-free interest rate 3.81 % - 4.14 %
4.45 % - 5.35 %
4.93 %- 5.59 %

Expected dividend yield —   % —   % —   %
Expected life of purchase right (in years) 0.5 0.5 0.5
Expected volatility 54 % - 56 %
32 % - 41 %
31 % - 76 %

The expected term for the ESPP purchase rights is based on the duration of the offering period. Estimated volatility for ESPP purchase rights is based on the historical volatility of our common stock price. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. We have not declared, nor do we expect to declare dividends. Compensation expense related to the ESPP was $ 17.7 million, $ 13.4 million and $ 16.0 million for the years ended January 31, 2026, 2025 and 2024.

The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year, starting on February 1, 2019 and continuing through February 1, 2028, in an amount equal to the lesser of (i) 1 % of the total number of shares of our common stock outstanding on January 31 of the preceding fiscal year, (ii) 3.8 million shares, or (iii) a lesser number of shares determined by our board of directors. As of January 31, 2026, 13.1 million shares of common stock were reserved for issuance under the ESPP.

Stock Repurchase Program

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.

The following table summarizes the share repurchase activity under our stock repurchase program:

Year Ended January 31,
(in thousands)
2026 2025 2024
Number of shares repurchased 11,840   10,954   3,058  

Aggregate purchase price (1)
$ 874,858   $ 684,989   $ 145,515  

(1) The repurchase amount includes the 1% excise tax under the Inflation Reduction Act (“IRA”).

Docusign, Inc. | 2026 Form 10-K | 90

Note 12. Restructuring and Other Related Charges

2024 Restructuring Plan

During fiscal 2024 , the board of directors authorized the 2024 Restructuring Plan designed to support our growth, scale and profitability objectives. As of the second quarter of fiscal 2024, the 2024 Restructuring Plan had been substantially completed.

2025 Restructuring Plan

During fiscal 2025 , the board of directors authorized the 2025 Restructuring Plan designed to strengthen and support our financial and operational efficiency while continuing to invest in product and related initiatives. As of the second quarter of fiscal 2025, the 2025 Restructuring Plan had been substantially completed.

The amounts associated with our restructuring plans are recorded to the Restructuring and other related charges within our consolidated statements of operations and comprehensive income as they are incurred.

For the year ended January 31, 2025, restructuring and other related charges were $ 29.7 million, which included stock-based compensation expense of $ 4.8 million.

For the year ended January 31, 2024, restructuring and other related charges were $ 30.4 million, and primarily composed of $ 28.8 million for employee termination benefits, which included stock-based compensation expense of $ 5.0 million.

Docusign, Inc. | 2026 Form 10-K | 91

Note 13 . Net Income per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net income per share attributable to common stockholders for periods presented:
Year Ended January 31,
(in thousands, except per share data) 2026 2025 2024
Numerator:
Net income attributable to common stockholders, basic $ 309,085   $ 1,067,885   $ 73,980  
Add: Interest expense on convertible senior notes —   —   425  
Net income attributable to common stockholders, diluted $ 309,085   $ 1,067,885   $ 74,405  
Denominator:
Weighted-average common shares outstanding, basic 202,079   204,329   204,070  
Effect of dilutive securities 7,039   6,010   4,880  
Weighted-average common shares outstanding, diluted 209,118   210,339   208,950  
Net income per share attributable to common stockholders:
Basic $ 1.53   $ 5.23   $ 0.36  
Diluted $ 1.48   $ 5.08   $ 0.36  

Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows:
January 31,
(in thousands) 2026 2025 2024
RSUs 3,832   1,048   6,430  

Total antidilutive securities 3,832   1,048   6,430  

Note 14. Employee Benefit Plan

We have a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (the “Plan”). This Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. We match 50 % of each participant’s contribution up to a maximum of 6 % of the participant’s base salary and commissions paid. We also have savings plans in international locations which are funded in accordance with local regulatory requirements. During the year ended January 31, 2026, 2025 and 2024, we recognized expenses of $ 36.2 million, $ 34.7 million and $ 33.2 million related to employer-funded retirement benefits for all plans.

Docusign, Inc. | 2026 Form 10-K | 92

Note 15 . Income Taxes

The domestic and foreign components of pre-tax income were as follows:
Year Ended January 31,
(in thousands) 2026 2025 2024
U.S. $ 217,305   $ 179,128   $ 54,551  
International 130,023   68,813   39,128  
Income before income taxes $ 347,328   $ 247,941   $ 93,679  

The components of our income tax provision (benefit) were as follows:
Year Ended January 31,
(in thousands) 2026 2025 2024
Current
Federal $ 786   $ 4,758   $ 6,390  
State 3,375   7,936   2,018  
Foreign 29,583   6,105   4,974  
Total current 33,744   18,799   13,382  

Deferred
Federal 5,819   ( 747,082 ) 21  
State 9,495   ( 94,945 ) 2  
Foreign ( 10,815 ) 3,284   6,294  
Total deferred 4,499   ( 838,743 ) 6,317  
Provision for (benefit from) income taxes $ 38,243   $ ( 819,944 ) $ 19,699  

Docusign, Inc. | 2026 Form 10-K | 93

Beginning in the year ended January 31, 2026, we adopted ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" prospectively. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 was as follows:

Year Ended January 31,
(in thousands, except percentages)
2026
U.S. federal statutory tax rate $ 72,939   21.0   %
State and local income taxes, net of federal income tax effect (1)
6,383   1.8  
Foreign tax effects
Ireland
Foreign tax rate differential ( 6,616 ) ( 1.9 )

Changes in valuation allowance ( 23,502 ) ( 6.8 )
Other 5,331   1.5  
Other foreign jurisdictions 8,331   2.4  
Effect of cross-border tax laws

Dual jurisdiction deferred taxes 6,702   1.9  

Other 2,713   0.8  
Nontaxable or nondeductible items
Stock-based compensation ( 17,530 ) ( 5.0 )
Nondeductible compensation 23,293   6.7  
Permanent book/tax differences 2,249   0.6  
Tax credits
Research and development credits ( 56,034 ) ( 16.1 )

Change in valuation allowance ( 9,185 ) ( 2.6 )
Other adjustments ( 3,259 ) ( 0.9 )
Changes in unrecognized tax benefits 26,428   7.6  

Effective tax rate $ 38,243   11.0   %

(1) State taxes in California, Pennsylvania, New York and New York City made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and provides a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended January 31, 2025 and 2024:
Year Ended January 31,
(in percentage) 2025 2024
U.S. statutory rate 21.0   % 21.0   %
State taxes 4.0   2.4  
Foreign tax rate differential 0.5   37.9  
Foreign-derived intangible income deduction ( 3.8 ) ( 11.7 )
Stock-based compensation 7.9   81.8  
Change in valuation allowance ( 331.7 ) ( 102.5 )
Dual jurisdiction deferred taxes ( 2.9 ) 36.0  
Research and development credits ( 17.3 ) ( 46.0 )
Other deferred adjustment ( 10.7 ) ( 1.2 )
Other 2.3   3.3  
Effective tax rate ( 330.7 ) % 21.0   %

Docusign, Inc. | 2026 Form 10-K | 94

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 was as follows:

Year Ended January 31,
(in thousands)
2026

State and local jurisdictions $ 2,008  

Foreign 10,938  

Total cash taxes paid, net of refunds $ 12,946  

The significant components of net deferred tax balances were as follows:
January 31,
(in thousands) 2026 2025
Deferred tax assets
Net operating loss carryforwards $ 482,506   $ 486,505  
Accruals and reserves 18,521   16,772  
Stock-based compensation 37,114   42,949  

Research and development credits 231,718   179,275  
Capitalized research and development expenses 295,228   350,729  
Other 69,391   54,286  
Total deferred tax assets 1,134,478   1,130,516  
Less: Valuation allowance ( 88,918 ) ( 112,847 )
Deferred tax assets, net of valuation allowance 1,045,560   1,017,669  
Deferred tax liabilities

Deferred contract acquisition costs ( 125,660 ) ( 121,678 )
Fixed assets and intangible assets ( 65,237 ) ( 54,137 )

Other ( 40,925 ) ( 21,980 )
Total deferred tax liabilities ( 231,822 ) ( 197,795 )
Net deferred tax assets / (liabilities) $ 813,738   $ 819,874  

Our income tax provision was $ 38.2 million for the year ended January 31, 2026. The tax provision was driven by U.S. and foreign earnings, partially offset by benefits related to research and development tax credits. Our income tax benefit was $ 819.9 million for the year ended January 31, 2025. The tax benefit was driven by a $ 837.3 million release of a net valuation allowance related to our U.S. federal and state deferred tax assets.

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. Based on all available positive and negative evidence, having demonstrated sustained profitability, which is objective and verifiable, and taking into account anticipated future earnings, we concluded it is more likely than not that our Ireland deferred tax assets will be realizable. Accordingly, we released the valuation allowance on Irish deferred tax assets of $ 23.5 million during the year ended January 31, 2026. As of January 31, 2026, we continue to maintain a valuation allowance against our California deferred tax assets. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

As of January 31, 2025, based on all available positive and negative evidence, having demonstrated sustained U.S. profitability, which is objective and verifiable, and taking into account anticipated future earnings, we concluded it is more likely than not that our U.S. federal and states deferred tax assets will be realizable, with the exception of certain federal deferred tax assets subject to limitation on use and our California deferred tax assets. The year ended January 31, 2025 included a $ 837.3 million release of a net valuation allowance, recorded as a discrete tax benefit.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The legislation includes significant tax law changes, including the restoration of immediate expensing for 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 resulted in additional tax expense.

Docusign, Inc. | 2026 Form 10-K | 95

We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant additional costs upon repatriation of such amounts.
Recognized tax benefits on total stock-based compensation expense, which are reflected in the "Provision for (benefit from) income taxes" in the consolidated statements of operations and comprehensive income, were $ 132.8  million, $ 143.0 million and $ 7.1 million in the years ended January 31, 2026, 2025 and 2024, respectively. Our tax provision includes $ 26.3 million of excess tax benefits, $ 16.0  million of excess tax benefits and $ 3.8  million of tax shortfalls from stock-based compensation for the years ended January 31, 2026, 2025 and 2024, respectively.

As of January 31, 2026, we had accumulated net operating loss carryforwards of $ 1.8 billion for federal and $ 1.3 billion for state. Of the federal net operating losses, $ 1.8 billion is carried forward indefinitely, but is limited to 80% of taxable income. The state net operating loss carryforwards will begin to expire in 2029. As of January 31, 2026, we also had total foreign net operating loss carryforwards of $ 53.8 million, which do not expire under local law.

As of January 31, 2026, we had accumulated U.S. research tax credits of $ 245.2 million for federal and $ 79.0 million of state, including $ 77.0 million for California. The U.S. federal research tax credits will begin to expire in 2039. The California research tax credits do not expire.

A reconciliation of the beginning and ending balance of total unrecognized tax benefits was as follows:
Year Ended January 31,
(in thousands) 2026 2025 2024
Unrecognized tax benefits, beginning balance $ 75,546   $ 60,744   $ 47,946  
Gross increase for tax positions of prior years 2,675   —   4,368  
Gross decrease for tax positions of prior years —   ( 307 ) ( 156 )

Gross increase for tax positions of current year 24,167   15,109   8,586  
Unrecognized tax benefits, ending balance $ 102,388   $ 75,546   $ 60,744  

As of January 31, 2026, we had $ 102.4 million of unrecognized tax benefits, of which $ 83.5 million could affect the Company’s effective tax rate, if recognized. We recognize interest and penalties related to uncertain tax positions in provision for income taxes. As of January 31, 2026, accrued interest and penalties was $ 3.7 million.

We are subject to taxation in the U.S. and various foreign jurisdictions. Our tax years from inception in 2003 through January 31, 2026 remain subject to examination by U.S. and California taxing authorities, as well as taxing authorities in various other state and foreign jurisdictions. We are not under examination in any material jurisdictions.

The following table represents the rollforward of our valuation allowance:

Year Ended January 31,
(in thousands) 2026 2025 2024
Beginning balance $ 112,847   $ 934,816   $ 1,032,016  
Valuation allowance charged to income tax provision ( 23,929 ) ( 821,969 ) ( 97,200 )

Ending balance $ 88,918   $ 112,847   $ 934,816  

Docusign, Inc. | 2026 Form 10-K | 96

Note 16 . Segment and Geographic Information

We operate in one operating segment and one reportable segment as we report financial information, including net income determined in accordance with U.S. GAAP among other measures, on a consolidated basis to our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. The CODM uses consolidated financial information to make operating decisions, allocate resources, and evaluate financial performance, primarily by monitoring actual results compared to forecasted results as well as by reviewing year-over-year results and trending historical performance.

The CODM also reviews significant segment expenses for our single reportable segment. Significant segment expenses include cost of subscription revenue, cost of professional services and other revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, and restructuring and other related charges, all of which are presented in our consolidated statements of operations and comprehensive income. Other segment items include interest expense, interest and other income, and provision for (benefit from) income taxes, which are also presented in our consolidated statements of operations and comprehensive income.

We generate revenue primarily from sales of subscriptions to access our software platform and related subscriptions of our customers. 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.

Segment assets are reported on the consolidated balance sheets as total assets.

Our reported measure of segment profit or loss is as follows:

Year Ended January 31,
(in thousands) 2026 2025 2024
Net income $ 309,085   $ 1,067,885   $ 73,980  

The following amounts are included in our reported measure of profit or loss:

Year Ended January 31,
(in thousands) 2026 2025 2024
Revenues from external customers $ 3,219,500   $ 2,976,739   $ 2,761,882  
Depreciation and amortization $ 116,081   $ 107,804   $ 95,062  
Interest income $ 41,582   $ 45,516   $ 58,584  
Interest expense $ ( 2,546 ) $ ( 1,550 ) $ ( 6,844 )
Provision for (benefit from) income taxes $ 38,243   $ ( 819,944 ) $ 19,699  

Revenue by geography is based on the address of the customer as specified in our master subscription agreements with our customers. Revenue by geographic area was as follows:
Year Ended January 31,
(in thousands) 2026 2025 2024
U.S. $ 2,274,470   $ 2,142,777   $ 2,032,950  
International 945,030   833,962   728,932  
Total revenue $ 3,219,500   $ 2,976,739   $ 2,761,882  

No single country other than the U.S. had revenue greater than 10% of total revenue in the years ended January 31, 2026, 2025 and 2024.

Docusign, Inc. | 2026 Form 10-K | 97

Our long-lived assets by geographic area, which consist of property and equipment, net and right-of-use assets were as follows:
January 31,
(in thousands) 2026 2025
U.S. $ 438,689   $ 335,472  
All other countries 89,884   74,994  
Total long-lived assets $ 528,573   $ 410,466  

Note 17 . Subsequent Events

Stock Repurchase Program

Subsequent to January 31, 2026, and through March 18, 2026, we repurchased 3.3 million shares of common stock for an aggregate amount of $ 154.1 million under our stock repurchase program. All repurchases were made in open market transactions.

In March 2026, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $ 2.0 billion of our outstanding common stock. The program has no minimum purchase commitment and no mandated end date. The repurchase program may be suspended or discontinued at any time at our discretion. The timing and the amount of any repurchased common stock will be determined by management based on its evaluation of market conditions and other factors. As of March 18, 2026, our total remaining authorization under our stock repurchase plan is up to $ 2.6 billion.

Docusign, Inc. | 2026 Form 10-K | 98

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of January 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management has concluded that its internal control over financial reporting was effective as of January 31, 2026 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The effectiveness of our internal control over financial reporting as of January 31, 2026, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the fourth quarter of fiscal 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Docusign, Inc. | 2026 Form 10-K | 99

ITEM 9B. OTHER INFORMATION

During the three months ended January 31, 2026, none of the officers or directors of the Company entered into or terminated trading plans intended to satisfy the affirmative defense of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies on insider trading.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

Docusign, Inc. | 2026 Form 10-K | 100

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Conduct

We maintain a Code of Conduct applicable to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, which is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. This code is publicly available on our investor relations website at investor.docusign.com. If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our investor relations website or in a Current Report on Form 8-K filed with the SEC.

Responsible Trading Policy

We have adopted a Responsible Trading Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees. Our Responsible Trading Policy also provides that we will not transact in any of our own securities unless in compliance with U.S. securities laws. We believe that our Responsible Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. A copy of our Responsible Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee, 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.

ITEM 11. EXECUTIVE COMPENSATION

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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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.

Docusign, Inc. | 2026 Form 10-K | 101

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this Annual Report on Form 10-K:

1. Financial Statements

The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2. Financial Statement Schedules

All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.

3. Exhibits

See the  Exhibit Index  immediately following "Item 16. Form 10-K Summary."

Docusign, Inc. | 2026 Form 10-K | 102

ITEM 16. FORM 10-K SUMMARY

None.

EXHIBIT INDEX

Exhibit Number Description Form File No. Incorporated by Reference Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation .
8-K 001-38465 3.1 May 1, 2018
3.2 Amended and Restated Bylaws.
8-K
001-38465
3.1 March 11, 2024
4.1 Form of Common Stock Certificate .
S-1/A 333-223990 4.1 April 17, 2018
4.2 Credit Agreement, dated as of January 11, 2021, by and among the Registrant, Bank of America, N.A., BofA Securities, Inc. and Silicon Valley Bank, and the lenders thereunder.
8-K 001-38465 99.1 January 11, 2021
4.3 First Amendment to Credit Agreement, dated as of May 26, 2023, by and among the Registrant, Bank of America, N.A., BofA Securities, Inc. and First-Citizens Bank & Trust, and the lenders thereunder.
10-Q
001-38465 4.1 June 8, 2023
4.7 Description of the Registrant's Securities.
10-K 001-38465 4.8 March 31, 2021
10.1 Form of Indemnity Agreement between the Registrant and each of its directors and executive officers .
8-K 001-38465 10.1 December 3, 2020
10.2#
Amended and Restated 2011 Equity Incentive Plan, as amended.
S-1 333-223990 10.2 March 28, 2018
10.3#
Form of Option Agreement and Exercise Notice under Amended and Restated 2011 Equity Incentive Plan .
S-1 333-223990 10.3 March 28, 2018
10.4#
Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under Amended and Restated 2011 Equity Incentive Plan .
S-1 333-223990 10.4 March 28, 2018
10.5#
2018 Equity Incentive Plan.
S-8 333-224577 10.6 May 1, 2018
10.6#
Form of Option Agreement and Exercise Notice under 2018 Equity Incentive Plan .
S-1 333-223990 10.6 March 28, 2018
10.7#
Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under 2018 Equity Incentive Plan .
S-1 333-223990 10.7 March 28, 2018
10.8#
2018 Employee Stock Purchase Plan.
S-8 333-224577 10.9 May 1, 2018
10.9#
Form of Performance Stock Unit Grant Notice under 2018 Equity Incentive Plan.
10-Q 001-38465 10.5 June 9, 2022
10.10 Office Lease 221 Main Street and related amendments .
S-1 333-223990 10.12 March 28, 2018
10.11†
11th Amendment to Office Lease 221 Main Street.
10-K
001-38465 10.12 March 27, 2023
10.12†
12th Amendment to Office Lease 221 Main Street.
10-Q
001-38465 10.1 December 5, 2025
10.13#
Non-Employee Director Compensation Policy, amended and restated as of August 29, 2023.
10-Q
001-38465 10.1 September 7, 2023
10.14#
Offer Letter dated September 13, 2022 by and between the Registrant and Allan Thygesen.
8-K 001-38465 10.1 September 22, 2022
10.15#
Offer Letter, dated as of May 3, 2022, by and between the Registrant and James Shaughnessy.
10-Q
001-38465 10.2
June 9, 2022
10.17#
Offer Letter, dated as of January 3, 2023, by and between the Registrant and Robert Chatwani.
8-K 001-38465 10.2 March 10, 2023

Docusign, Inc. | 2026 Form 10-K | 103

10.18#
Offer Letter, dated as of April 26, 2023, by and between the Registrant and Blake Grayson.
8-K 001-38465 10.1 May 16, 2023
10.19#
Offer Letter, dated as of June 7, 2024, by and between the Registrant and Paula Hansen.
8-K 001-38465 10.2
June 25, 2024
10.20#
Form of Amended and Restated Executive Severance and Change in Control Agreement.
8-K 001-38465 10.1
January 17, 2025
10.21#
Executive Severance and Change in Control Agreement, dated as of June 10, 2024, by and between the Registrant and Paula Hansen.
8-K 001-38465 10.3
June 25, 2024
10.22#
Executive Severance and Change in Control Agreement, dates as of February 4, 2025, by and between the Registrant and Blake Grayson.
10-K
001-38465 10.21 March 18, 2025
10.23†
Credit Agreement, dated as of May 21, 2025, by and among the Registrant, Bank of America, N.A., BofA Securities, Inc. and PNC Bank, National Association, and the lenders thereunder.
8-K
001-38465 99.1
May 23, 2025
19.1†
Responsible Trading Policy
Filed herewith
21.1 Subsidiaries of the Registrant.
Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
Filed herewith
24.1 Power of Attorney (reference is made to the signature page hereto). Filed herewith
31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
32.1* Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
97.1 Compensation Recovery (Clawback) Policy, adopted November 28, 2023.
10-K
001-38465 97.1
March 21, 2024

101.INS Inline XBRL Instance Document. Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith
101.DEF Inline XBRL Taxonomy Definition Linkbase Document. Filed herewith
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
# Indicates management contract or compensatory plan, contract or agreement.
†
We have omitted the schedules or exhibits to this Exhibit in accordance with Regulation S-K Item 601(a)(5). A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon its request.

Docusign, Inc. | 2026 Form 10-K | 104

SIGNATURES

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

Date: March 18, 2026
DOCUSIGN, INC.

By: /s/ Allan Thygesen
Allan Thygesen
Chief Executive Officer
(Principal Executive Officer)

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Allan Thygesen and Blake Grayson, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Docusign, Inc. | 2026 Form 10-K | 105

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ Allan Thygesen Chief Executive Officer and Director March 18, 2026
Allan Thygesen ( Principal Executive Officer )

/s/ Blake Grayson Chief Financial Officer March 18, 2026
Blake Grayson ( Principal Accounting and Financial Officer )

/s/ James Beer
Chair, Director March 18, 2026
James Beer

/s/ Teresa Briggs Director March 18, 2026
Teresa Briggs

/s/ Cain A. Hayes Director March 18, 2026
Cain A. Hayes

/s/ Blake J. Irving Director March 18, 2026
Blake J. Irving

/s/ Anna Marrs
Director March 18, 2026
Anna Marrs

/s/ Brian Roberts Director March 18, 2026
Brian Roberts

/s/ Mike Rosenbaum
Director March 18, 2026
Mike Rosenbaum

/s/ Enrique T. Salem Director March 18, 2026
Enrique T. Salem

/s/ Peter Solvik Director March 18, 2026
Peter Solvik

/s/ Mary Agnes Wilderotter
Director March 18, 2026
Mary Agnes Wilderotter

Docusign, Inc. | 2026 Form 10-K | 106