10-Q – 2025-09-05 – docu-20250731.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________
FORM 10-Q
______________________________________

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

For the quarterly period ended July 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                
Commission File Number: 001-38465
______________________________________
DOCUSIGN, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware 91-2183967
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)

221 Main St. Suite 800
San Francisco California 94105
(Address of Principal Executive Offices) (Zip Code)

( 415 ) 489-4940
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 per share DOCU The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ Large accelerated filer ☐ Accelerated filer

☐ Non-accelerated filer ☐ Smaller reporting company

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No  ☒
The registrant has  201,104,117  shares of common stock, par value $0.0001, outstanding as of August 29, 2025.

DOCUSIGN, INC.
TABLE OF CONTENTS

Note Regarding Forward-Looking Statements

PART I - FINANCIAL INFORMATION

Item 1.
Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of July 31, 2025 and January 31, 2025
4

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended July 31, 2025 and 2024
5

Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended July 31, 2025 and 2024
6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2025 and 2024
8

Notes to Condensed Consolidated Financial Statements
10

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
22

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36

Item 4.
Controls and Procedures
37

PART II - OTHER INFORMATION

Item 1.
Legal Proceedings
38

Item 1A.
Risk Factors
38

Item 2 .
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
63

Item 5.
Other Information
64

Item 6.
Exhibits
64

Exhibit Index
65

Signatures
66

Docusign, Inc. | 2026 Form 10-Q | 2

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, our product strategy and anticipated future products and capabilities, our objectives for future operations, and the impact of such assumptions on our financial condition and results of operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: our expectations regarding global macro-economic conditions, including the effects of inflation, volatile interest rates or foreign exchange rates, and market volatility on the global economy; our inability to accurately estimate our market opportunity; our ability to compete effectively in an evolving and competitive market; the impact of any interruptions or delays in performance of our technical infrastructure, or data breaches, cyberattacks or other fraudulent or malicious activity attempting to exploit our technology systems, platform or brand name; our ability to effectively sustain and manage our growth and future expenses and maintain or increase profitability; our ability to attract new customers and retain and expand our existing customer base, including our ability to attract large organizations as users; our ability to scale and update our platform to respond to customers’ needs and rapid technological change, including our ability to successfully incorporate generative artificial intelligence (“AI”) into our existing and future products and to successfully deploy them; our ability to successfully develop, launch, and sell Intelligent Agreement Management (“IAM”) solutions; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to strengthen and foster our relationships with developers; our ability to retain our direct sales force, customer success team and strategic partnerships around the world; our ability to identify targets for and execute potential acquisitions and to successfully integrate and realize the anticipated benefits of such acquisitions; our ability to maintain, protect and enhance our brand; the sufficiency of our cash, cash equivalents and capital resources to satisfy our liquidity needs; limitations on us due to obligations we have under our credit facility; our ability to realize the anticipated benefits of our stock repurchase program; our failure or the failure of our software to comply with applicable industry standards, laws and regulations; our ability to maintain, protect and enhance our intellectual property; our ability to successfully defend litigation against us; our ability to maintain our corporate culture; our ability to offer high-quality customer support; our ability to hire, retain and motivate qualified personnel, including executive level management; our ability to successfully manage and integrate executive management transitions; uncertainties regarding the impact of general economic and market conditions, including as a result of geopolitical conflict or changes in trade policies and practices; and our ability to maintain proper and effective internal controls.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time. It is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.
Docusign, Inc. | 2026 Form 10-Q | 3

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DOCUSIGN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except per share data) July 31, 2025 January 31, 2025
Assets
Current assets
Cash and cash equivalents $ 599,986   $ 648,623  
Investments—current 244,469   314,924  
Accounts receivable, net of allowance for doubtful accounts of $ 10,188 and $ 8,828 as of July 31, 2025 and January 31, 2025
356,943   429,582  
Contract assets—current 9,892   13,764  
Prepaid expenses and other current assets 107,760   82,368  
Total current assets 1,319,050   1,489,261  
Investments—noncurrent 208,864   134,105  
Property and equipment, net 327,953   299,370  
Operating lease right-of-use assets 109,953   109,630  
Goodwill 456,368   454,477  
Intangible assets, net 64,553   76,388  
Deferred contract acquisition costs—noncurrent 462,928   467,201  
Deferred tax assets—noncurrent 836,641   840,470  
Other assets—noncurrent 163,613   141,803  
Total assets $ 3,949,923   $ 4,012,705  
Liabilities and Equity
Current liabilities
Accounts payable $ 10,643   $ 30,697  
Accrued expenses and other current liabilities 100,579   99,579  
Accrued compensation 208,005   227,115  

Contract liabilities—current 1,436,033   1,455,442  
Operating lease liabilities—current 21,185   19,077  
Total current liabilities 1,776,445   1,831,910  

Contract liabilities—noncurrent 27,428   21,523  
Operating lease liabilities—noncurrent 105,757   105,350  
Deferred tax liability—noncurrent 19,064   20,596  
Other liabilities—noncurrent 33,254   30,634  
Total liabilities 1,961,948   2,010,013  
Commitments and contingencies ( Note 7 )

Stockholders’ equity
Preferred stock, $ 0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of July 31, 2025 and January 31, 2025
—   —  
Common stock, $ 0.0001 par value; 500,000 shares authorized, 201,098 shares outstanding as of July 31, 2025; 500,000 shares authorized, 202,477 shares outstanding as of January 31, 2025
20   20  
Treasury stock, at cost: 34 shares as of July 31, 2025; 30 shares as of January 31, 2025
( 3,192 ) ( 2,871 )
Additional paid-in capital 3,544,127   3,321,242  
Accumulated other comprehensive loss ( 16,078 ) ( 28,376 )
Accumulated deficit ( 1,536,902 ) ( 1,287,323 )
Total stockholders’ equity
1,987,975   2,002,692  
Total liabilities and equity $ 3,949,923   $ 4,012,705  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Docusign, Inc. | 2026 Form 10-Q | 4

DOCUSIGN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
Three Months Ended July 31, Six Months Ended July 31,
(in thousands, except per share data) 2025 2024 2025 2024
Revenue:
Subscription $ 784,388   $ 717,366   $ 1,530,590   $ 1,408,849  
Professional services and other 16,248   18,661   33,700   36,818  
Total revenue 800,636   736,027   1,564,290   1,445,667  
Cost of revenue:
Subscription 144,097   132,372   281,440   258,974  
Professional services and other 21,366   23,093   41,292   45,937  
Total cost of revenue 165,463   155,465   322,732   304,911  
Gross profit 635,173   580,562   1,241,558   1,140,756  
Operating expenses:
Sales and marketing 305,450   287,464   601,863   569,108  
Research and development 169,630   147,571   329,077   281,891  
General and administrative 94,866   87,129   185,136   179,607  
Restructuring and other related charges —   597   —   29,721  
Total operating expenses 569,946   522,761   1,116,076   1,060,327  
Income from operations 65,227   57,801   125,482   80,429  
Interest expense ( 828 ) ( 544 ) ( 1,306 ) ( 688 )
Interest income and other income, net 12,061   14,630   26,074   28,739  
Income before provision for (benefit from) income taxes 76,460   71,887   150,250   108,480  
Provision for (benefit from) income taxes 13,490   ( 816,324 ) 15,193   ( 813,491 )
Net income $ 62,970   $ 888,211   $ 135,057   $ 921,971  
Net income per share attributable to common stockholders:
Basic $ 0.31   $ 4.34   $ 0.67   $ 4.49  
Diluted $ 0.30   $ 4.26   $ 0.64   $ 4.40  
Weighted-average shares used in computing net income per share:
Basic 202,644   204,604   202,957   205,231  
Diluted 210,956   208,274   211,878   209,559  

Comprehensive income:
Foreign currency translation gain (loss), net of tax $ 2,738   $ ( 1,017 ) $ 12,687   $ ( 5,318 )
Unrealized gains (losses) on investments, net of tax ( 645 ) 1,379   ( 389 ) 130  
Other comprehensive income (loss) 2,093   362   12,298   ( 5,188 )
Comprehensive income $ 65,063   $ 888,573   $ 147,355   $ 916,783  

Stock-based compensation expense included in costs and expenses:
Cost of revenue—subscription $ 14,425   $ 15,593   $ 27,421   $ 29,774  
Cost of revenue—professional services and other 4,167   4,998   8,075   9,700  
Sales and marketing 49,081   58,778   95,166   105,049  
Research and development 61,865   53,430   116,296   97,632  
General and administrative 31,000   31,649   59,176   60,169  
Restructuring and other related charges —   208   —   4,836  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Docusign, Inc. | 2026 Form 10-Q | 5

DOCUSIGN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity
(in thousands) Shares Amount
Balances at April 30, 2025 202,034   $ 20   $ 3,435,219   $ ( 3,192 ) $ ( 18,171 ) $ ( 1,399,074 ) $ 2,014,802  

Exercise of stock options 28   —  471   —  —  —  471  
Settlement of restricted stock units 2,589   —  —  —  —  —  — 
Tax withholding on net share settlement of restricted stock units ( 930 ) —  ( 68,880 ) —  —  —  ( 68,880 )

Repurchases of common stock ( 2,623 ) —  —  —  —  ( 200,798 ) ( 200,798 )

Employee stock-based compensation —  —  177,317   —  —  —  177,317  
Net income —  —  —  —  —  62,970   62,970  
Other comprehensive income, net —  —  —  —  2,093   —  2,093  
Balances at July 31, 2025 201,098   $ 20   $ 3,544,127   $ ( 3,192 ) $ ( 16,078 ) $ ( 1,536,902 ) $ 1,987,975  

Balances at April 30, 2024 204,701   $ 20   $ 2,950,081   $ ( 2,670 ) $ ( 24,910 ) $ ( 1,785,521 ) $ 1,137,000  

Exercise of stock options 29   —  455   —  —  —  455  
Settlement of restricted stock units 2,141   —  —  —  —  —  — 
Tax withholding on net share settlement of restricted stock units ( 766 ) —  ( 38,895 ) —  —  —  ( 38,895 )

Repurchases of common stock ( 3,809 ) —  —  —  —  ( 201,736 ) ( 201,736 )

Employee stock-based compensation —  —  176,009   —  —  —  176,009  
Net income —  —  —  —  —  888,211   888,211  
Other comprehensive income, net —  —  —  —  362   —  362  
Balances at July 31, 2024 202,296   $ 20   $ 3,087,650   $ ( 2,670 ) $ ( 24,548 ) $ ( 1,099,046 ) $ 1,961,406  

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

Docusign, Inc. | 2026 Form 10-Q | 6

DOCUSIGN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (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 70   —  1,170   —  —  —  1,170  
Settlement of restricted stock units 4,746   —  —  —  —  —  — 
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 1,719 ) —  ( 136,155 ) ( 321 ) —  —  ( 136,476 )
Employee stock purchase plan 412   —  22,010   —  —  —  22,010  
Repurchases of common stock ( 4,888 ) —  —  —  —  ( 384,636 ) ( 384,636 )

Employee stock-based compensation —  —  335,860   —  —  —  335,860  
Net income —  —  —  —  —  135,057   135,057  
Other comprehensive income, net —  —  —  —  12,298   —  12,298  
Balances at July 31, 2025 201,098   $ 20   $ 3,544,127   $ ( 3,192 ) $ ( 16,078 ) $ ( 1,536,902 ) $ 1,987,975  

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 84   —  1,089   —  —  —  1,089  
Settlement of restricted stock units 4,229   —  —  —  —  —  — 
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan ( 1,562 ) —  ( 83,740 ) ( 506 ) —  —  ( 84,246 )
Employee stock purchase plan 564   —  20,190   —  —  —  20,190  
Repurchases of common stock ( 6,345 ) ( 1 ) —  —  —  ( 350,798 ) ( 350,799 )

Employee stock-based compensation —  —  328,650   —  —  —  328,650  
Net income —  —  —  —  —  921,971   921,971  
Other comprehensive loss, net —  —  —  —  ( 5,188 ) —  ( 5,188 )
Balances at July 31, 2024 202,296   $ 20   $ 3,087,650   $ ( 2,670 ) $ ( 24,548 ) $ ( 1,099,046 ) $ 1,961,406  

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

Docusign, Inc. | 2026 Form 10-Q | 7

DOCUSIGN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended July 31,
(in thousands) 2025 2024
Cash flows from operating activities:
Net income $ 135,057   $ 921,971  
Adjustments to reconcile net income provided by operating activities:
Depreciation and amortization 59,249   51,528  
Amortization of deferred contract acquisition and fulfillment costs 135,136   111,467  
Amortization of debt discount and transaction costs 440   277  

Non-cash operating lease costs 9,364   9,862  
Stock-based compensation expense 306,134   307,160  

Deferred income taxes 1,532   ( 824,561 )
Other 1,505   5,323  
Changes in operating assets and liabilities:
Accounts receivable 70,329   123,571  

Prepaid expenses and other current assets ( 23,007 ) ( 17,067 )
Deferred contract acquisition and fulfillment costs ( 127,988 ) ( 131,255 )
Other assets ( 1,335 ) ( 15,058 )
Accounts payable ( 20,794 ) ( 11,575 )
Accrued expenses and other liabilities 4,800   ( 8,160 )
Accrued compensation ( 24,237 ) ( 19,902 )
Contract liabilities ( 18,274 ) ( 16,526 )
Operating lease liabilities ( 10,399 ) ( 12,021 )
Net cash provided by operating activities 497,512   475,034  
Cash flows from investing activities:
Cash paid for acquisition, net of acquired cash —   ( 143,611 )
Purchases of marketable securities ( 212,200 ) ( 223,241 )

Maturities of marketable securities 208,972   175,623  
Purchases of strategic and other investments ( 100 ) ( 625 )
Purchases of property and equipment ( 52,049 ) ( 45,033 )
Net cash used in investing activities ( 55,377 ) ( 236,887 )
Cash flows from financing activities:

Payment of revolving credit facility costs ( 3,133 ) —  
Repurchases of common stock ( 384,945 ) ( 349,138 )

Payment of tax withholding obligation on net RSU settlement and ESPP purchase ( 131,957 ) ( 81,083 )
Proceeds from exercise of stock options 1,170   1,089  
Proceeds from employee stock purchase plan 22,010   20,190  
Net cash used in financing activities ( 496,855 ) ( 408,942 )
Effect of foreign exchange on cash, cash equivalents and restricted cash 11,452   ( 2,677 )
Net decrease in cash, cash equivalents and restricted cash ( 43,268 ) ( 173,472 )
Cash, cash equivalents and restricted cash at beginning of period (1)
659,554   801,499  
Cash, cash equivalents and restricted cash at end of period (1)
$ 616,286   $ 628,027  

(1) $ 16.3  million and $ 10.9  million of restricted cash was included in Prepaid expenses and other current assets and Other assets—noncurrent as of July 31, 2025 and January 31, 2025. $ 9.0  million and $ 4.4 million of restricted cash was included in Prepaid expenses and other current assets and in Other assets—noncurrent as of July 31, 2024 and January 31, 2024.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Docusign, Inc. | 2026 Form 10-Q | 8

DOCUSIGN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
Six Months Ended July 31,
(in thousands) 2025 2024
Supplemental disclosure:

Cash paid for operating lease liabilities $ 15,497   $ 15,320  
Cash paid for income taxes 5,752   13,207  
Non-cash investing and financing activities:
Property and equipment in accounts payable and accrued expenses and other current liabilities $ 721   $ 1,639  
Operating lease right-of-use assets exchanged for lease obligations 9,292   4,707  
Excise tax payable on net stock repurchase 1,153   1,660  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Docusign, Inc. | 2026 Form 10-Q | 9

DOCUSIGN, INC.
Index for Notes to the Condensed Consolidated Financial Statements

Note 1
Summary of Significant Accounting Policies
11

Note 2
Revenue
12

Note 3
Fair Value Measurements
13

Note 4
Property and Equipment, Net
14

Note 5
Deferred Contract Acquisition and Fulfillment Costs
14

Note 6
Debt
15

Note 7
Commitments and Contingencies
15

Note 8
Stockholders' Equity
17

Note 9
Restructuring and Other Related Charges
18

Note 10
Net Income Per Share Attributable to Common Stockholders
19

Note 11
Income Taxes
20

Note 12
Segment and Geographic Information
21

Docusign, Inc. | 2026 Form 10-Q | 10

DOCUSIGN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 . Summary of Significant Accounting Policies

Organization and Description of Business

Docusign, Inc. (“we,” “our”, “Docusign” the “Company”, 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 eSignature solution, and contract lifecycle management (“CLM”) solution — allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a better customer experience. For example, Docusign’s innovative IAM platform automates agreement workflows, uncovers actionable insights, and leverages AI capabilities, which enables organizations to create, commit to, and manage agreements, from virtually anywhere in the world, securely.

Basis of Presentation and Principles of Consolidation

Our condensed consolidated financial statements include those of Docusign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our fiscal 2025 Annual Report on Form 10-K.

Our condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations and cash flows. Our condensed consolidated balance sheet as of January 31, 2025 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended July 31, 2025 are not necessarily indicative of the results to be expected for the year ending  January 31, 2026 .

O ur fiscal year ends on January 3 1. References to fiscal 2026, for example, are to the fiscal year ending 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 condensed 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.

Significant Accounting Policies

There have been no changes to our significant accounting policies described in our fiscal 2025 Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes.

Docusign, Inc. | 2026 Form 10-Q | 11

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual filings for our fiscal year beginning February 1, 2025, with early adoption permitted and can be applied on either a prospective or retrospective basis. We are currently evaluating the effect of adopting ASU 2023-09 on our income tax disclosures.

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 (Topic 326)” (“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 are currently evaluating the effect of ASU 2025-05 on our financial statements.

Note 2. Revenue

Subscription revenue is recognized over time and accounted for approximately 98 % of our revenue in each of the three and six months ended July 31, 2025, and 97 % of our revenue in each of the three and six months ended July 31, 2024.

Performance Obligations

As of July 31, 2025, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $ 2.3 billion. We expect to recognize 57 % of the transaction price allocated to remaining performance obligations within the 12 months following July 31, 2025 in our condensed 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 $ 9.9 million and $ 13.8 million as of July 31, 2025 and January 31, 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 six months ended July 31, 2025 and 2024, we recognized revenue of $ 1.1 billion and $ 969.4 million 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-Q | 12

Note 3 . Fair Value Measurements
The following table summarizes our financial assets that are measured at fair value on a recurring basis:
July 31, 2025
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Level 1:
Cash equivalents (1)

Money market funds $ 271,366   $ —   $ —   $ 271,366  
Level 2:
Cash equivalents (1)

Commercial paper 8,243   —   ( 1 ) 8,242  

Available-for-sale securities
Commercial paper 25,077   —   ( 22 ) 25,055  
Corporate notes and bonds 390,516   213   ( 399 ) 390,330  

U.S. governmental securities 38,000   1   ( 53 ) 37,948  
Level 2 total 461,836   214   ( 475 ) 461,575  
Total $ 733,202   $ 214   $ ( 475 ) $ 732,941  

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 July 31, 2025 and January 31, 2025, in addition to cash of $ 320.4 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 values of our available-for-sale securities as of July 31, 2025, by remaining contractual maturities, were as follows (in thousands):
Due in one year or less $ 244,469  
Due in one to two years 208,864  
$ 453,333  

As of July 31, 2025 and January 31, 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.

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

Docusign, Inc. | 2026 Form 10-Q | 13

Note 4 . Property and Equipment, Net

Property and equipment, net consisted of the following:
(in thousands) July 31, 2025 January 31, 2025
Computer and network equipment $ 133,010   $ 133,486  
Software, including capitalized software development costs 332,190   278,918  
Furniture and office equipment 22,287   20,360  
Leasehold improvements 65,831   64,012  
553,318   496,776  
Less: Accumulated depreciation ( 343,228 ) ( 303,676 )
210,090   193,100  
Work in progress 117,863   106,270  
     Total $ 327,953   $ 299,370  

Depreciation and amortization expense associated with property and equipment was $ 24.0 million and $ 20.8 million for the three months ended July 31, 2025 and 2024, and $ 47.4  million and $ 40.6  million for the six months ended July 31, 2025 and 2024 . This included amortization expense related to capitalized internally developed software costs of $ 18.5 million and $ 13.4 million for the three months ended July 31, 2025 and 2024, and $ 35.9  million and $ 25.1  million for the six months ended July 31, 2025 and 2024 .

For the three months ended July 31, 2025 and 2024, we capitalized $ 35.4 million and $ 26.8 million of internally developed software, including $ 12.9 million and $ 9.1  million of capitalized stock-based compensation expense in the three months ended July 31, 2025 and 2024. For the six months ended July 31, 2025 and 2024 , we capitalized $ 65.1  million and $ 51.5  million of internally developed software, including $ 22.9  million and $ 17.7  million of capitalized stock-based compensation expense in the six months ended July 31, 2025 and 2024 .

Note 5 . Deferred Contract Acquisition and Fulfillment Costs

The following table represents a rollforward of our deferred contract acquisition and fulfillment costs:
Six Months Ended July 31,
(in thousands) 2025 2024
Deferred Contract Acquisition Costs:
Beginning balance $ 467,201   $ 409,658  
Additions to deferred contract acquisition costs 103,383   113,172  
Amortization of deferred contract acquisition costs ( 113,045 ) ( 92,644 )
Cumulative translation adjustment 5,389   ( 2,587 )
Ending balance $ 462,928   $ 427,599  

Deferred Contract Fulfillment Costs:
Beginning balance $ 23,657   $ 22,525  
Additions to deferred contract fulfillment costs 24,605   18,083  
Amortization of deferred contract fulfillment costs ( 22,091 ) ( 18,823 )
Cumulative translation adjustment 1,410   14  
Ending balance $ 27,581   $ 21,799  

Docusign, Inc. | 2026 Form 10-Q | 14

Note 6. Debt

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 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 (the “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 July 31, 2025. As of July 31, 2025, 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.

Note 7 . 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 July 31, 2025, 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)
2026, remainder $ 20,811  
2027 41,596  
2028 20,278  
2029 7,274  
2030 2,360  
Thereafter 469  
Total $ 92,788  

We entered into an agreement, which includes a minimum commitment, with a public cloud computing service provider. As of July 31, 2025, our remaining minimum commitment under the agreement is $ 321.7 million through fiscal 2030, which is excluded from the table above.

Docusign, Inc. | 2026 Form 10-Q | 15

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 July 31, 2025, and January 31, 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. An amended complaint was filed on July 8, 2022. As amended, the suit purports to allege 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. As amended, the suit is purportedly brought on behalf of purchasers of our securities between June 4, 2020 and June 9, 2022. Our motion to dismiss was denied by the U.S. District Court on April 18, 2023 and we have continued to defend the case since that time. A second amended complaint was filed on April 14, 2025, but has been held in abeyance and is superseded by a third amended complaint filed May 22, 2025. Our motion to dismiss that complaint was filed on June 12, 2025. Discovery and other case proceedings have been stayed pending resolution of our motion to dismiss.

Eight putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action. The cases were filed on May 17, 2022, in the U.S. District Court for the District of Delaware, captioned Pottetti v. Springer, et al., Case No. 1:22-cv-00652; on May 19, 2022 in the U.S. District Court for the Northern District of California, captioned Lapin v. Springer, et al., Case No. 3:22-cv-02980; on May 20, 2022, in the U.S. District Court for the Northern District of California, captioned Votto v. Springer, et al., Case No. 3:22-cv-02987; on September 20, 2022 in the U.S. District Court for the Northern District of California, captioned Fox v. Springer, et al., Case No. 3:22-cv-05343; on March 7, 2024, in the Delaware Court of Chancery, captioned Roy v. Alhadeff, et al., Case No. C.A. 2024-0223-PAF; on April 9, 2024, in the U.S. District Court for the Northern District of California, captioned Alexander v. Springer, et al., Case No. 3:24-cv-02139; on April 11, 2024, in the Delaware Court of Chancery, captioned Ingrao v. Beer, et al., Case No. C.A. 2024-0382-PAF; and on May 28, 2024, in the Delaware Court of Chancery,
Docusign, Inc. | 2026 Form 10-Q | 16

captioned Jordan v. Springer, et al., Case No. C.A. 2024-0564-PAF. Each case is allegedly brought on the Company’s behalf. The suits name the Company as a nominal defendant and, depending on the particular case, the members of our board of directors or, in certain instances, then-current or former officers, as defendants. While the complaints vary, they are based largely on the same underlying allegations as the securities class action suit described above, as well as, in certain instances, alleged insider trading. Collectively, these lawsuits purport to assert claims for, among other things, breach of fiduciary duty, aiding and abetting such breach, corporate waste, gross mismanagement, unjust enrichment, and under Sections 10(b) and 21D of the Securities Exchange Act of 1934. The complaints seek to recover unspecified damages and other relief on the Company’s behalf. By court order dated July 19, 2022, the first two cases in the Northern District of California (Lapin and Votto) have been consolidated and stayed in light of the securities class action and no response to the complaints in the action will be due unless and until the stay is lifted. The third case in the Northern District of California (Fox) was related to the other derivative suits and assigned to the same judge, and was similarly stayed by order of the court on December 2, 2022. The most recent case in the Northern District of California (Alexander) was also related to the other derivative suits and assigned to the same judge, and subsequently consolidated with Lapin and Votto and stayed by order of the court on May 8, 2024. The Delaware suit (Pottetti) was voluntarily dismissed on September 1, 2022, and then re-filed in the Delaware Court of Chancery on September 22, 2022, under the caption Pottetti v. Springer, et al., Case No. C.A. 2022-0852-PAF. The Delaware Court of Chancery issued an order on September 30, 2022, staying the action in light of the securities class action. On May 28, 2024, plaintiff filed a notice seeking to voluntarily dismiss the Delaware Court of Chancery Pottetti action. On June 14, 2024, the plaintiff in Pottetti moved to voluntarily dismiss that action and the Court granted the dismissal on June 17, 2024. On September 30, 2024, the newly filed suits (Roy, Ingrao, and Jordan) were consolidated and stayed in light of the securities class action, such that no response to the complaints would be due unless and until the stay is lifted.

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 have opted out of the class certified in Weston v. Docusign. These opt-out cases allege substantially similar claims as in the class action, which Docusign denies. On July 18, 2025, the cases were stayed pending resolution of the motion to dismiss the securities class action, such that no response to the complaints is currently due.

Note 8. Stockholders' Equity

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.

As of July 31, 2025, 45.4 million shares of our common stock were available for issuance under the 2018 Plan.

Restricted Stock Units

RSU activity for the six months ended July 31, 2025 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 7,281   86.84  
Vested ( 4,816 ) 63.03  
Canceled ( 1,420 ) 61.42  
Unvested at July 31, 2025 28,313   $ 64.03  

As of July 31, 2025, our total unrecognized compensation cost related to RSUs was $ 1.3 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 2.61 years.

As of July 31, 2025, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions (“PSU”) was $ 185.6 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.

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Employee Stock Purchase Plan

The Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of our common stock at a discounted price, normally through payroll deductions, subject to the terms of the ESPP and applicable law. As of July 31, 2025, 13.4 million shares of our common stock were reserved for issuance under the ESPP.

Compensation expense related to the ESPP was $ 4.7 million and $ 3.5 million for the three months ended July 31, 2025 and 2024, and $ 8.2  million and $ 6.6  million for the six months ended July 31, 2025 and 2024.

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. As of July 31, 2025, our total remaining authorization under our stock repurchase plan is up to $ 1.2 billion.

The following table summarizes the share repurchase activity under our stock repurchase program:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands)
2025 2024 2025 2024
Number of shares repurchased 2,623   3,809   4,888   6,345  
Aggregate purchase price 1
$ 200,798   $ 201,736   $ 384,636   $ 350,798  

1 Included in the repurchase amount is the 1% excise tax as a result of the Inflation Reduction Act (“IRA”).

Note 9 . Restructuring and Other Related Charges

2025 Restructuring Plan

During the first quarter of fiscal 2025 , our board of directors authorized a restructuring plan (the “2025 Restructuring Plan”) designed to strengthen and support our financial and operational efficiency while continuing to invest in product and related initiatives. We incurred costs associated with the 2025 Restructuring Plan related to employee termination benefits and other costs mainly in the first quarter of fiscal 2025. The 2025 Restructuring Plan was substantially completed in the second quarter of fiscal 2025.

These amounts are recorded to the Restructuring and other related charges within our consolidated statements of operations and comprehensive income as they are incurred.

For the six months ended July 31, 2024, restructuring and other related charges were $ 29.7  million for employee termination benefits, which included stock-based compensation expense of $ 4.8  million.

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Note 10 . 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:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands, except per share data) 2025 2024 2025 2024
Numerator:

Net income attributable to common stockholders $ 62,970   $ 888,211   $ 135,057   $ 921,971  

Denominator:
Weighted-average common shares outstanding, basic 202,644   204,604   202,957   205,231  
Effect of dilutive securities 8,312   3,670   8,921   4,328  
Weighted-average common shares outstanding, diluted 210,956   208,274   211,878   209,559  
Net income per share attributable to common stockholders:
Basic $ 0.31   $ 4.34   $ 0.67   $ 4.49  
Diluted $ 0.30   $ 4.26   $ 0.64   $ 4.40  

Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
RSUs 4,513   8,924   2,922   6,188  

ESPP —   443   —   274  

Total antidilutive securities 4,513   9,367   2,922   6,462  

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Note 11 . Income Taxes

Our tax provision for or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate as prescribed under Accounting Standards Codification (“ASC”) 740, “ Income Taxes ”, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment, which results in a provision for or benefit from income taxes in the current quarter.

Our income tax provision was $ 13.5 million and $ 15.2 million for the three and six months ended July 31, 2025. Our income tax benefit was $ 816.3 million and $ 813.5 million for the three and six months ended July 31, 2024. The increase in tax expense was primarily due to a discrete tax benefit of $ 837.7 million recognized in the three months ended July 31, 2024 for the release of valuation allowance related to our U.S deferred tax assets, as well as higher profit before taxes in fiscal 2026 and higher effective tax rate in fiscal 2026 driven by the valuation allowance release and the impacts of the One Big Beautiful Bill Act (“OBBBA”). These increases were partially offset by increased tax benefits related to stock-based compensation recognized in fiscal 2026.

On July 4, 2025, the OBBBA 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. While we continue to evaluate the impact of the legislation taking effect in future years, the impact of changes effective during fiscal 2026 are included in our tax provision and have resulted in additional tax expense.

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. As of July 31, 2024, 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. We released $ 837.7 million of our valuation allowance as a discrete tax benefit during the three and six months ended July 31, 2024. As of July 31, 2025, we continue to maintain valuation allowances related to certain federal deferred tax assets subject to limitation on use and our California and Ireland 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 July 31, 2025, our gross unrecognized tax benefits totaled $ 82.7 million, excluding related accrued interest and penalties, of which $ 66.2 million would impact the effective tax rate if recognized. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect material changes to our gross unrecognized tax benefits within the next 12 months.

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Note 12 . 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 or 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 is as follows:

Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
Net income 62,970 888,211 135,057 921,971

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

Three Months Ended July 31, Six Months Ended July 31,
(in thousands)
2025 2024 2025 2024
Revenues from external customers 800,636 736,027 1,564,290 1,445,667
Depreciation and amortization 28,880 27,022 59,249 51,528
Interest income 10,508 11,532 21,211 24,156

Provision for (benefit from) income taxes 13,490 ( 816,324 ) 15,193 ( 813,491 )

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:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
U.S. $ 567,611   $ 529,452   $ 1,113,819   $ 1,042,178  
International 233,025   206,575   450,471   403,489  
Total revenue $ 800,636   $ 736,027   $ 1,564,290   $ 1,445,667

No single country other than the U.S. had revenue greater than 10% of total revenue in the three and six months ended July 31, 2025 and 2024 .

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our fiscal 2025 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 II, Item 1A in this Quarterly Report on Form 10-Q and in our fiscal 2025 Annual Report on Form 10-K. Our fiscal year ends January 31.

Executive Overview of Second Quarter 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 eSignature solution, and CLM solution — allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a better customer experience. For example, Docusign’s innovative IAM platform automates agreement workflows, uncovers actionable insights, and leverages AI capabilities, which enables organizations to create, commit to, and manage agreements, from virtually anywhere in the world, securely. As of July 31, 2025 , over 1.7 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% of our revenue in each of the three and six months ended July 31, 2025 , and 97% of our revenue in each of the three and six months ended July 31, 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. Other revenue includes amounts derived from sales of on-premises solutions. Professional services and other revenue accounted for the remainder of total revenue in each of the three and six months ended July 31, 2025 and 2024. We anticipate a greater focus on investing in customer success through our 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, partner-assisted sales, and digital self-service purchasing. We expect that Docusign’s IAM platform will increasingly be offered across all three channels.

W e offer subscriptions to our products to businesses at all scales, from global enterprises down to local, very small businesses (“VSBs”). We offer more than 1,000 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 1,137 customers as of July 31, 2025 compared to 1,066 customers as of July 31, 2024. 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.

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Financial Results for the Three and Six Months Ended July 31, 2025 and 2024

Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
Total revenue $ 800,636  $ 736,027  $ 1,564,290  $ 1,445,667 
Total costs and expenses 735,409  678,226  1,438,808  1,365,238 
Total stock-based compensation expense 160,538  164,656  306,134  307,160 
Income from operations 65,227  57,801  125,482  80,429 
Net income 62,970  888,211  135,057  921,971 
Net cash provided by operating activities 246,073  220,208  497,512  475,034 
Purchases of property and equipment (28,425) (22,280) (52,049) (45,033)

Cash, cash equivalents, restricted cash and investments were $1.1 billion as of July 31, 2025 .

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 digital e-commerce and self-service channels to better address customer needs. By optimizing these routes with a more efficient cost structure, we aim to target growth opportunities and expand our reach in the market.

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, as well as generating incremental revenue and growth with a lower cost profile. 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 July 31, 2025, we had a total of over 1.7 million customers, including over 271,000 small and medium-sized businesses (“SMBs”), mid-market companies, and large enterprise customers served by our direct sales force. We had approximately 1.6 million customers, including approximately 253,000 customers served by our direct sales force as of July 31, 2024.

We define enterprise customers as companies generally included in the Global 2000. We define mid-market customers as companies outside the Global 2000 that have more than 250 employees and define SMBs as companies with between 10 and 249 employees, in each case excluding any enterprise customers. We define VSBs as companies with fewer than 10 employees. VSBs are our most numerous group of customers, and we typically serve them through digital and self-service resources outside of our direct sales channels. We refer to total customers as all enterprises, mid-market, SMBs, and VSBs.

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.

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Increasing International Revenue
    
International revenue increased by 12% in the six months ended July 31, 2025, compared to the six months ended July 31, 2024. Additionally, our international revenue represented 29% of our total revenue in each of the three and six month periods ended July 31, 2025 compared to 28% in each of the three and six month periods ended July 31, 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 Standards-Based Signature (“SBS”) technology tailored for the European Union’s (“EU”) electronic Identification, Authentication and Trust Services (“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.

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.

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.

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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

Interest expense consists primarily of commitment fees on the undrawn balance of our revolving credit facility and the amortization of the associated issuance costs.

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 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.

On July 4, 2025, the OBBBA 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. While we continue to evaluate the impact of the legislation taking effect in future years, the impact of changes effective during fiscal 2026 are included in our tax provision and have resulted in additional tax expense.

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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. As of July 31, 2024, 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. We released $837.7 million of our valuation allowance as a discrete tax benefit during the three and six months ended July 31, 2024. As of July 31, 2025, we continue to maintain valuation allowances related to certain federal deferred tax assets subject to limitation on use and our California and Ireland deferred tax assets. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

Discussion of Results of Operations

The following table summarizes our historical consolidated statements of operations data:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands, except percentages) 2025 As % of revenue 2024 As % of revenue 2025 As % of revenue 2024 As % of revenue
Revenue:
Subscription $ 784,388  98  % $ 717,366  97  % $ 1,530,590  98  % $ 1,408,849  97  %
Professional services and other 16,248  2  18,661  3  33,700  2  36,818  3 
Total revenue 800,636  100  736,027  100  1,564,290  100  1,445,667  100 
Cost of revenue:
Subscription 144,097  18  132,372  18  281,440  18  258,974  18 
Professional services and other 21,366  3  23,093  3  41,292  3  45,937  3 
Total cost of revenue 165,463  21  155,465  21  322,732  21  304,911  21 
Gross profit 635,173  79  580,562  79  1,241,558  79  1,140,756  79 
Operating expenses:
Sales and marketing 305,450  38  287,464  39  601,863  38  569,108  39 
Research and development 169,630  21  147,571  20  329,077  21  281,891  20 
General and administrative 94,866  12  87,129  12  185,136  12  179,607  12 
Restructuring and other related charges —  —  597  —  —  —  29,721  2 
Total operating expenses 569,946  71  522,761  71  1,116,076  71  1,060,327  73 
Income from operations 65,227  8  57,801  8  125,482  8  80,429  6 
Interest expense (828) —  (544) —  (1,306) —  (688) — 
Interest income and other income, net 12,061  2  14,630  2  26,074  2  28,739  2 
Income before provision for (benefit from) income taxes 76,460  10  71,887  10  150,250  10  108,480  8 
Provision for (benefit from) income taxes 13,490  2  (816,324) (111) 15,193  1  (813,491) (57)
Net income $ 62,970  8  % $ 888,211  121  % $ 135,057  9  % $ 921,971  65  %

The following discussion and analysis is for the three and six months ended July 31, 2025, compared to the same period in 2024, unless otherwise stated .
Docusign, Inc. | 2026 Form 10-Q | 26

Revenue
Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
Revenue:
Subscription $ 784,388  $ 717,366  9  % $ 1,530,590  $ 1,408,849  9  %
Professional services and other 16,248  18,661  (13) % 33,700  36,818  (8) %
Total revenue $ 800,636  $ 736,027  9  % $ 1,564,290  $ 1,445,667  8  %

Subscription revenue increased by $67.0 million, or 9%, in the three months ended July 31, 2025 and by $121.7 million, or 9%, in the six months ended July 31, 2025. 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.

Cost of Revenue and Gross Margin
Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
Cost of revenue:
Subscription $ 144,097 $ 132,372 9  % $ 281,440 $ 258,974 9  %
Professional services and other 21,366 23,093 (7) % 41,292 45,937 (10) %
Total cost of revenue $ 165,463 $ 155,465 6  % $ 322,732 $ 304,911 6  %
Gross margin:
Subscription 82  % 82  % —  pts 82  % 82  % —   pts
Professional services and other (31) % (24) % (7) pts (23) % (25) % 2  pts
Total gross margin 79  % 79  % —  pts 79  % 79  % —  pts

Cost of subscription revenue increased by $11.7 million, or 9%, in the three months ended July 31, 2025 and by $22.5 million, or 9%, in the six months ended July 31, 2025, primarily driven by higher costs to support our growing customer base.

In both the three months and six months ended July 31, 2025, information technology costs, particularly hosting costs, increased as we continued our transition from co-located data centers to public cloud storage infrastructure to support future growth of our platform, including IAM. In the three months ended July 31, 2025, information technology costs increased by $7.7 million. In the six months ended July 31, 2025, information technology costs increased by $14.5 million. Additionally, in the six months ended July 31, 2025, partner and reseller fees and merchant processing fees increased by $5.5 million.

Sales and Marketing
Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
Sales and marketing $ 305,450 $ 287,464 6  % $ 601,863 $ 569,108 6  %
Percentage of revenue 38  % 39  % 38  % 39  %

Sales and marketing expenses increased by $18.0 million, or 6%, in the three months ended July 31, 2025 and by $32.8 million, or 6%, in the six months ended July 31, 2025, primarily due to investments in our workforce.

Main drivers in the three months ended July 31, 2025, primarily consisted of:
• $23.5 million increase in personnel costs, primarily due to annual salary increases and higher headcount in addition to an increase in commissions as we continue our focus on expansion and driving customer acquisition; and
Docusign, Inc. | 2026 Form 10-Q | 27

• $9.7 million decrease in stock-based compensation expense mainly due to executive transitions that occurred in fiscal 2025.

Main drivers in the six months ended July 31, 2025, primarily consisted of:
• $31.8 million increase in personnel costs primarily due to annual salary increases and higher headcount in addition to an increase in commissions as we continue our focus on expansion and driving customer acquisition; and
• $9.9 million decrease in stock-based compensation expense mainly due to executive transitions that occurred in fiscal 2025.

Research and Development

Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
Research and development $ 169,630 $ 147,571 15  % $ 329,077 $ 281,891 17  %
Percentage of revenue 21  % 20  % 21  % 20  %

Research and development expenses increased by $22.1 million, or 15%, in the three months ended July 31, 2025 and by $47.2 million, or 17%, in the six months ended July 31, 2025, primarily due to investments in our workforce to support product innovation, including our acquisition of Lexion.

Increases in the three months ended July 31, 2025, primarily consisted of:
• $12.8 million in personnel expense due to higher headcount; and
• $8.4 million in stock-based compensation due to annual merit increases and higher headcount.

Increases in the six months ended July 31, 2025, primarily consisted of:
• $24.9 million in personnel expense due to higher headcount, including our acquisition of Lexion, and higher incentive compensation driven by higher performance on certain company metrics; and
• $18.7 million in stock-based compensation expense due to annual merit increases and higher headcount.

General and Administrative
Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
General and administrative $ 94,866 $ 87,129 9  % $ 185,136 $ 179,607 3  %
Percentage of revenue 12  % 12  % 12  % 12  %

General and administrative expenses increased by $7.7 million, or 9%, in the three months ended July 31, 2025, and $5.5 million, or 3%, in the six months ended July 31, 2025.

In the three months ended July 31, 2025, the increase primarily consisted of $8.6 million in professional fees and related expenses due to reduced litigation related expenses and receipt of insurance reimbursements for defense costs in the prior year.

In the six months ended July 31, 2025, the increase primarily consisted of a $5.2 million increase in personnel expense due to higher headcount and annual merit increases.

Restructuring and Other Related Charges

Restructuring and other related charges were $29.7 million in the six months ended July 31, 2024, due to the implementation of the 2025 Restructuring Plan. Restructuring costs consisted primarily of employee termination benefits, and the majority of costs were recognized in the first quarter of fiscal 2025.

Docusign, Inc. | 2026 Form 10-Q | 28

Provision for (Benefit from) Income Taxes

Three Months Ended July 31, 2025 versus 2024
Six Months Ended July 31, 2025 versus 2024

(in thousands, except for percentages) 2025 2024 2025 2024
Provision for (benefit from) income taxes $ 13,490 $ (816,324) (102) % $ 15,193 $ (813,491) (102) %
Percentage of revenue 2  % (111) % 1  % (57) %

Provision for income taxes increased by $829.8 million, or 102%, in the three months ended July 31, 2025, and $828.7 million, or 102% in the six months ended July 31, 2025. The increase is primarily attributable to the $837.7 million benefit recognized during the three and six months ended July 31, 2024 due to release of our U.S. federal and state valuation allowances, as well as higher profit before taxes in fiscal 2026 and higher effective tax rate in fiscal 2026 driven by the valuation allowance release and impacts of the OBBBA. These increases were partially offset by increased tax benefits related to stock-based compensation recognized in fiscal 2026.
Docusign, Inc. | 2026 Form 10-Q | 29

Liquidity and Capital Resources

Our principal sources of liquidity were cash, cash equivalents and investments, as well as cash generated from operations. As of July 31, 2025, we had $844.5 million in cash and cash equivalents and short-term investments. We also had $208.9 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 revolving 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 July 31, 2025, 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. Additional information has been included in Note 6 to the Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 7 to the Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 six months ended July 31, 2025 , we repurchased 4.9 million shares of common stock for $384.9 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-Q | 30

Cash Flows

The following table summarizes our cash flows for the periods indicated:
Six Months Ended July 31,
(in thousands) 2025 2024
Net cash provided by (used in):
Operating activities $ 497,512  $ 475,034 
Investing activities (55,377) (236,887)
Financing activities (496,855) (408,942)
Effect of foreign exchange on cash, cash equivalents and restricted cash 11,452  (2,677)
Net change in cash, cash equivalents and restricted cash $ (43,268) $ (173,472)

Cash Flows from Operating Activities

Cash provided by operating activities was $497.5 million in the six months ended July 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 the payment of employee salaries and benefits in addition to vendor payments.

Cash provided by operating activities was $475.0 million for the six months ended July 31, 2024. 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 six months ended July 31, 2025, net cash used in investing activities of $55.4 million was primarily driven by $52.0 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.

For the six months ended July 31, 2024 , net cash used in investing activities of $236.9 million was primarily driven by the acquisition of Lexion, which totaled $143.6 million, net of cash acquired, in addition to $47.6 million net purchases of marketable securities and $45.0 million in purchases of property and equipment as we continued to support operations at our data centers and invest in capitalized software development projects.

Cash Flows from Financing Activities

For the six months ended July 31, 2025, net cash used in financing activities of $496.9 million was primarily driven by $384.9 million to repurchase 4.9 million shares of common stock through our stock repurchase program and $108.8 million payments for tax withholding on share settlements, net of proceeds associated with equity plans.

For the six months ended July 31, 2024, net cash used in financing activities of $408.9 million was primarily driven by $349.1 million to repurchase 6.3 million shares of common stock through our stock repurchase program, and $59.8 million payments for tax withholding on share settlements, net of proceeds associated with equity plans.

Docusign, Inc. | 2026 Form 10-Q | 31

Critical Accounting Policies and Estimates

W e prepare our financial statements in accordance with 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, business combinations, and valuation of acquired intangible assets in business combinations.
    
There have been no material changes to our critical accounting policies and estimates as described in our fiscal 2025 Annual Report on Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1 in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.
Docusign, Inc. | 2026 Form 10-Q | 32

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, acquisition-related expenses, 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. We have determined the projected non-GAAP tax rate to be 20% for fiscal 2025 and 21% for fiscal 2026 due to the impact of the OBBBA.

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 believe billings can be used 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 use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers.

Docusign, Inc. | 2026 Form 10-Q | 33

Reconciliation of gross profit (loss) and gross margin:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
GAAP gross profit $ 635,173 $ 580,562 $ 1,241,558 $ 1,140,756
Add: Stock-based compensation 18,592 20,591 35,496 39,474
Add: Employer payroll tax on employee stock transactions 1,575 816 3,448 1,839
Add: Amortization of acquisition-related intangibles 1,562 3,067 5,127 5,137

Non-GAAP gross profit $ 656,902 $ 605,036 $ 1,285,629 $ 1,187,206
GAAP gross margin 79.3  % 78.9  % 79.4  % 78.9  %
Non-GAAP adjustments 2.7  % 3.3  % 2.8  % 3.1  %
Non-GAAP gross margin 82.0  % 82.2  % 82.2  % 82.0  %

GAAP subscription gross profit $ 640,291 $ 584,994 $ 1,249,150 $ 1,149,875
Add: Stock-based compensation 14,425 15,593 27,421 29,774
Add: Employer payroll tax on employee stock transactions 1,220 595 2,665 1,387
Add: Amortization of acquisition-related intangibles 1,562 3,067 5,127 5,137

Non-GAAP subscription gross profit $ 657,498 $ 604,249 $ 1,284,363 $ 1,186,173
GAAP subscription gross margin 81.6  % 81.5  % 81.6  % 81.6  %
Non-GAAP adjustments 2.2  % 2.7  % 2.3  % 2.6  %
Non-GAAP subscription gross margin 83.8  % 84.2  % 83.9  % 84.2  %

GAAP professional services and other gross loss $ (5,118) $ (4,432) $ (7,592) $ (9,119)
Add: Stock-based compensation 4,167 4,998 8,075 9,700
Add: Employer payroll tax on employee stock transactions 355 221 783 452

Non-GAAP professional services and other gross profit (loss) $ (596) $ 787 $ 1,266 $ 1,033
GAAP professional services and other gross margin (31.5) % (23.8) % (22.5) % (24.8) %
Non-GAAP adjustments 27.8  % 28.0  % 26.3  % 27.6  %
Non-GAAP professional services and other gross margin (3.7) % 4.2  % 3.8  % 2.8  %

Reconciliation of income from operations and operating margin:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
GAAP income from operations $ 65,227 $ 57,801 $ 125,482 $ 80,429
Add: Stock-based compensation 160,538 164,448 306,134 302,324
Add: Employer payroll tax on employee stock transactions 8,048 4,772 20,307 11,176
Add: Amortization of acquisition-related intangibles 4,916 6,180 11,835 10,879
Add: Acquisition-related expenses — 3,358 — 4,716
Add: Restructuring and other related charges — 597 — 29,721

Non-GAAP income from operations $ 238,729 $ 237,156 $ 463,758 $ 439,245
GAAP operating margin 8.1  % 7.9  % 8.0  % 5.6  %
Non-GAAP adjustments 21.7  % 24.3  % 21.6  % 24.8  %
Non-GAAP operating margin 29.8  % 32.2  % 29.6  % 30.4  %

Docusign, Inc. | 2026 Form 10-Q | 34

Reconciliation of net income:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
GAAP net income $ 62,970  $ 888,211  $ 135,057  $ 921,971 
Add: Stock-based compensation 160,538  164,448  306,134  302,324 
Add: Employer payroll tax on employee stock transactions 8,048  4,772  20,307  11,176 
Add: Amortization of acquisition-related intangibles 4,916  6,180  11,835  10,879 
Add: Acquisition-related expenses —  3,358  —  4,716 
Add: Restructuring and other related charges —  597  —  29,721 

Add: Income tax and other tax adjustments (41,387) (866,572) (87,397) (906,950)
Non-GAAP net income $ 195,085  $ 200,994  $ 385,936  $ 373,837 

Computation of free cash flow:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
Net cash provided by operating activities $ 246,073  $ 220,208  $ 497,512  $ 475,034 
Less: Purchases of property and equipment (28,425) (22,280) (52,049) (45,033)
Non-GAAP free cash flow $ 217,648  $ 197,928  $ 445,463  $ 430,001 
Net cash used in investing activities $ (30,452) $ (176,110) $ (55,377) $ (236,887)
Net cash used in financing activities $ (273,340) $ (239,068) $ (496,855) $ (408,942)

Computation of billings:
Three Months Ended July 31, Six Months Ended July 31,
(in thousands) 2025 2024 2025 2024
Revenue $ 800,636  $ 736,027  $ 1,564,290  $ 1,445,667 
Add: Contract liabilities and refund liability, end of period 1,468,618  1,334,461  1,468,618  1,334,461 
Less: Contract liabilities and refund liability, beginning of period (1,450,718) (1,340,680) (1,479,266) (1,343,792)
Add: Contract assets and unbilled accounts receivable, beginning of period 13,319  17,179  17,825  20,189 
Less: Contract assets and unbilled accounts receivable, end of period (13,824) (17,461) (13,824) (17,461)
Add: Contract assets and unbilled accounts receivable by acquisitions —  53  —  53 
Less: Contract liabilities and refund liability contributed by acquisitions —  (5,071) —  (5,071)
Non-GAAP billings $ 818,031  $ 724,508  $ 1,557,643  $ 1,434,046 

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

ITEM 3. 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 July 31, 2025, 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 $3.4 million decrease in the fair value of our investment portfolio as of July 31, 2025 . 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 exposur e.

As of July 31, 2025 , 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 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-Q | 36

ITEM 4. 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 July 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of July 31, 2025, 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.

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 second 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-Q | 37

PART II - OTHER INFORMATION

ITEM 1. 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 the section captions ‘Claims and Litigation’ in Note 7 to our consolidated financial statements in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

Risk Factors Summary

These summary risks provide an overview of many of the risks we are exposed to in the normal course of our business. As a result, the following summary risks do not contain all the information that may be important to you, and you should read them together with the more detailed discussion of risks set forth following this section under the heading “Risk Factors,” and with the other information in this Quarterly Report on Form 10-Q. Additional risks beyond those discussed below in “Risk Factors” or elsewhere in this Quarterly Report on Form 10-Q that we do not currently anticipate or that we currently deem immaterial could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our common stock to decline.

These risks include, but are not limited to, the following:

Business and Industry Risks
• Any decrease in adoption or sales of our eSignature product, without corresponding increases in our other solutions in our IAM platform.
• Any inability to attract new customers and retain and expand sales to existing customers.
• Our IAM platform failing to achieve market acceptance or to meet our customers’ evolving needs.
• Our inability to compete in an evolving and highly competitive market.
• Our systems and security measures being compromised or subject to data breaches, cyberattacks, or other malicious activity, and any harm to our business or reputation caused by malicious actors attempting to exploit our technology, platform or brand to defraud others.
• Any real or perceived improper use of, disclosure of, or access to sensitive customer data.
• An over-estimation of our market opportunity.
• Any interruption or delay in performance from our technical infrastructure, including third-party cloud providers.
• The implementation of AI in our business, and the legal, regulatory, reputational and business risks relating to its use.
• Any loss of highly skilled personnel, including our management team or other key employees, or inability to attract, integrate and retain such employees necessary to support our business.
• Our inability to maintain successful relationships with our strategic partners or to establish and maintain relationships with partners that provide complementary technology.
• Any inability to effectively develop and expand our marketing and sales capabilities.

Financial Risks, including Taxation
• Any fluctuations in our financial results or failure to meet expectations of securities analysts or investors.
• Our long and unpredictable sales cycles, which often require considerable time and expense.
• The delay in reflecting downturns or upturns in sales contracts in our operating results due to recognition of subscription revenue.
• Any failure to forecast our revenue accurately, or failure to match our expenditures with corresponding revenue.
• Any operational challenges in connection with our current or future international operations.
• A lack of additional capital or the availability to use it on reasonable terms to support business growth and objectives.
• Any limits on our ability to use our net operating loss carryforwards to offset future taxable income.

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Legal and Regulatory Risks
• Any actual or perceived failure to comply with laws and regulations affecting our business.
• Legal proceedings against us by third parties for various claims, including any current or future legal proceedings.
• Any failure to adequately protect our proprietary rights, including intellectual property rights.

Risks Related to our Common Stock
• Any volatility in the market price of our common stock.

General Risks
• Unfavorable conditions in our industry or the global economy or reductions in information technology spending.
• Natural catastrophic events and man-made problems, including the effects of climate change.

Risk Factors

Our business involves significant risks, some of which are described below. You should carefully consider the following risks, together with all the other information in this Quarterly Report on Form 10-Q, including in the preceding Risk Factors Summary, and our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.

Business and Industry Risks

We derive a majority of our revenue from our eSignature product, and slower or declining adoption or sales of our eSignature product, without corresponding increases in the use of our other products and solutions in our IAM platform, could cause our operating results to suffer.

Sales of subscriptions to our eSignature product account for substantially all of our subscription revenue and are the source of substantially all of our professional services revenue. Although we continue to add to our suite of other products and solutions in our IAM platform for automating the agreement process, we expect that we will be substantially dependent on our eSignature product to generate revenue for the foreseeable future. As a result, our operating results could suffer due to:

▪ any decline in demand for our eSignature product;
▪ the failure of our eSignature product to maintain market acceptance;
▪ the market for electronic signatures failing to grow, or growing more slowly than we expect;
▪ new products and technologies from our competitors that replace or represent an improvement over our eSignature product;
▪ new technological innovations or standards that our eSignature product does not address;
▪ changes in regulations;
▪ sensitivity to our current or future pricing;
▪ our inability to release enhanced versions of our eSignature product on a timely basis; and
▪ macro- and micro-economic factors, including inflation, changes in interest rates or foreign exchange rates, increased debt and equity market volatility, tariffs and changes in trade policies and practices, geopolitical conflict or public health crises .

We have experienced, and may continue to experience, declines and fluctuations in the demand for our eSignature product due to a number of factors, including changing patterns of customer adoption and retention, shifts in customer spending levels, a highly competitive market, and general economic and global market conditions. We will need to maintain or increase sales of subscriptions to our eSignature product, in addition to increasing the usage and adoption of our other product offerings, in order to support our growth and operating objectives. If customer adoption and expansion of our eSignature product falls below our expectations, our business, financial condition, and operating results would be adversely affected.

If we are unable to attract new customers and retain and expand sales to existing customers, our revenue growth will be adversely affected.

To increase our revenue, we must continue to grow our customer base. As our market matures, product and service offerings evolve, and competitors introduce lower cost and/or differentiated products or solutions that compete or are perceived to compete with our products and solutions, our ability to attract new customers could be impaired. This may be especially challenging where organizations have already invested significantly in an existing solution. If our pricing is
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not competitive or we cannot attract new customers and subsequently maintain and expand those customer relationships, our business and operating results may be harmed.

Our ability to increase our revenue also depends on our ability to expand the sales of our products and solutions to, and renew subscriptions with, existing customers and their organizations. Our existing customers, especially our enterprise customers, must increase their use of our products and solutions by purchasing new products, additional subscriptions and our enhanced products and solutions. We may also, from time to time, invest in products and functionalities to diversify our sales and marketing strategy. If these or other efforts to attract new customers or expand sales to our existing customers are not successful, our business, operating results and financial condition may suffer.

Moreover, a majority of our subscription contracts are for one year. Our customers have no obligation to renew their subscriptions and we cannot guarantee that our customers will renew their subscriptions with us for a similar or greater contract period or on the same or more favorable terms. Our renewal and expansion rates may decline or fluctuate as a result of a number of factors, including customer spending levels, customer dissatisfaction, decreases in the number of users with our customers, changes in the type and size of our customers, pricing, competitive conditions, customer attrition and general economic and global market conditions, including as a result of inflation, changes in interest rates, increased debt and equity market volatility, tariffs and changes in trade policies and practices, geopolitical conflicts or public health crises. If our customers do not renew their subscriptions for our products and solutions or if they reduce their subscription amounts at the time of renewal, our revenue will decline, and our business will suffer.

If our IAM platform, products and solutions do not evolve to meet the needs of our customers or fail to achieve sufficient market acceptance, our financial results and competitive position will suffer.

We spend substantial amounts of time and money to research, develop and enhance our existing products, add new offerings, incorporate additional functionality, and solve new use cases to meet our customers’ rapidly evolving demands. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of our customers and potential customers is essential to our business. If we are unable to develop products and solutions internally due to a lack of research and development resources, we may be forced to rely on acquisitions to expand into certain markets or technologies, which can be costly. When we develop or acquire new or enhanced products and solutions, we typically incur expenses and expend resources upfront to develop, market, promote and sell them. For example, in April 2024, we launched our new IAM platform. When we introduce new or enhanced products and solutions, they must achieve high levels of market acceptance to justify the amount of our investment in developing or acquiring them and bringing them to market.

Our platform, products, solutions or enhancements to our existing products and solutions could also fail to attain sufficient market acceptance for many reasons, including:
▪ failure to predict market demand for particular features or functions, or to timely meet demand;
▪ defects, errors or failures in our platform, products and solutions;
▪ negative publicity about their performance or effectiveness;
▪ changes in applicable legal or regulatory requirements, or increased legal or regulatory scrutiny, adversely affecting our products and solutions;
▪ delays in releasing our products and solutions to the market;
▪ negative customer perception of our IAM platform or new products and solutions;
▪ inability to effectively execute our go-to-market and sales-directed strategies for our IAM platform, including the implementation of additional pricing models for products or enhancements; and
▪ introduction or anticipated introduction of competing products by our competitors.

For example, we have made, and intend to continue making, significant investments in our platform and developing products that incorporate AI, and while we believe that these investments will drive future growth of our business, the development of such new features involves significant risks and costs, and there is no guarantee that any such offerings will ultimately be successful. If the release of these or other new and enhanced products, solutions or functionalities as part of our platform do not meet customer needs or if our customers do not accept them, our business, operating results and financial condition would be harmed. The adverse effect on our financial results may be particularly acute because of the significant research, development, marketing, sales and other expenses we will have incurred.

The market in which we participate is evolving and highly competitive, which may negatively affect our ability to add new customers, retain existing customers and grow our business.

Our products and solutions address a market that is evolving and highly competitive. We have customers in a wide variety of industries, including real estate, financial services, insurance, manufacturing, and healthcare and life sciences. We intend to continue to expand our sales efforts internationally, where many countries may have less
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familiarity with and acceptance of e-signature products. It is difficult to predict customer demand for our products and solutions, customer retention and expansion rates, the size and growth rate of the market for agreement automation, the entry of competitive products or the success of existing competitive products. We expect that we will continue to need intensive sales efforts to educate prospective customers, particularly enterprise and commercial customers and international customers, about the uses and benefits of our products and solutions. Additionally, we face competition from different companies depending on the product or solution. For example, our primary global e-signature competitor is currently Adobe Sign. We also face competition from a select number of vendors that focus on specific industries, geographies or product areas such as contract lifecycle management and advanced contract analytics. As we attempt to sell our products and solutions to new and existing customers, we must convince them that our products and solutions are superior to other solutions available to their organizations.

Many of our competitors have longer operating histories than us, significantly greater financial, technical, marketing and other resources, stronger brand and customer recognition, larger intellectual property portfolios and broader global distribution. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Our competitors may also offer lower pricing than we do or bundle certain competing products and services at a lower price. Further, we could lose customers if our competitors develop new competitive products and solutions, acquire competitive products, reduce prices, form strategic alliances with other companies, are acquired by third parties with greater resources or develop and market new technologies that render our existing or future products less competitive, unmarketable or obsolete. For example, disruptive technologies such as generative AI may fundamentally alter the market for our services in unpredictable ways and reduce customer demand. If we are unable to effectively compete, our business, operating results and financial condition would be harmed.

Our systems and security measures have been, and may in the future be, compromised or subject to data breaches, cyberattacks, or other malicious activity, and third parties have attempted and may continue to attempt to exploit our platform or brand to defraud others, which could result in customers reducing or stopping their use of our products, our reputation being harmed, and significant liabilities and adverse effects on our operating results and financial condition.

Our operations involve the storage and transmission of customer data, personal data and other sensitive or confidential information, and our corporate environment contains important company data and/or business records, employee data and data from partner, vendor or other relationships, as well as a wide variety of our own internal company, partner and employee information. Our employees, service providers and third parties providing services to us often work on a remote or hybrid arrangement basis, which may involve relying on less secure systems and may increase the risk of cybersecurity-related incidents. We cannot guarantee these private work environments and electronic connections to our work environment have the same robust security measures as those deployed in our physical offices. We also rely on third-party and public-cloud infrastructure, and we depend in part on third-party security measures on such infrastructure to protect against unauthorized access, cyberattacks and the mishandling of customer data. Our ability to monitor our third-party service providers’ data security is limited and any breach of our providers’ security measures may result in unauthorized access to, or misuse, loss or destruction of, our and our customers’ data.

While we have security measures in place designed to protect our production and development environments and other systems, maintain the integrity of customer, company, partner and employee information, and prevent data loss, misappropriation and other security breaches and incidents, we are a frequent target of cyberattacks and have faced security incidents in the past that did not have a material impact on our operations. In these cases, upon detection, we took prompt action to prevent any additional unauthorized access, put further security controls in place and worked with law enforcement agencies, when appropriate. While we have taken and will continue to take steps to address cyberattacks and security incidents, these efforts may not always be entirely successful, and there can be no assurance that there will be no impact to our operations from these or similar incidents in the future. Despite our prevention and response efforts, any security incident or breach, even if immaterial and properly addressed, could result in negative publicity, loss of customers, damage to our reputation and could impair our sales and harm our business.

Like other organizations providing valuable technology and services, we are subject to increasing cyberattacks from malicious third parties using widely varying and frequently changing tactics, including phishing and fraud campaigns targeting our personnel via email, text, instant messaging and voice calls. The frequency and sophistication of such threats continues to increase and often becomes further heightened in connection with geopolitical tensions. In addition, we face increased risk in our ability to maintain the performance, reliability, security and availability of our products and technical infrastructure to the satisfaction of our customers. Advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyberattacks, including advanced persistent threats by state-sponsored actors, cyberattacks relying on complex social engineering or “phishing” tactics, ransomware attacks and other methods including credential stuffing and account takeover attacks, denial or degradation of service attacks, malicious code (e.g., viruses and worms), and many other techniques that may lead to the loss, theft or misuse of personal, corporate or financial information, fraudulent payments, identity theft, and disrupting or disabling our services.
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Bad actors, nation-states, and nation-state-supported actors now engage, and are expected to continue to engage, in cyberattacks, including for geopolitical reasons and in connection with global or regional conflicts and operations. During major global or regional conflicts, we and our partners, service providers, or customers may be vulnerable to heightened risk of such cyberattacks. If bad actors gain improper access to our systems or databases or those of our partners, service providers, and other third parties who have access to our data, they may be able to steal, publish, delete, copy, unlawfully or fraudulently use or modify data, including personal information and/or blackmail us to pay a ransom. Additionally, “bad actors” have misused our platform and/or our brand name to attempt to deceive or defraud others, and may continue to do so. If our efforts to prevent these activities, or limit their impact, are unsuccessful, our reputation and brand could be harmed, we could lose customers, and our business and financial condition could be adversely affected.

If our security measures, or the security measures of our partners, service providers, or customers, are compromised, our reputation could be damaged, our ability to attract and retain customers could be adversely affected, we could be subject to negative publicity, increased costs to remedy any problems and otherwise respond to any incident, monetary and other losses for us or our customers, identity theft for our customers, the inability to expand our business, additional scrutiny, restrictions, fines or penalties from regulatory or governmental authorities, loss of customers and customer confidence in our services, ongoing regulatory oversight, assessments and audits, exposure to civil litigation, and/or a breach of our contracts with third parties, all of which could expose us to significant liability and harm our business, financial condition, and operating results.

Despite significant efforts to identify vulnerabilities and create security barriers to such threats, it is virtually impossible for us, our service providers, our partners and our customers to entirely mitigate these risks. Further, we could be forced to expend significant financial and operational resources in response to a cyberattack or security incident or breach, including repairing system damage, increasing security protection costs, investigating and remediating any information security vulnerabilities, complying with data breach notification obligations and applicable laws, and defending against and resolving legal and regulatory claims, all of which could divert resources and the attention of our management and key personnel away from our business operations and materially and adversely affect our business, financial condition, and operating results. Additionally, there can be no assurance that any limitations of liability provisions in our contracts would be enforceable or adequate in the event of a security breach or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

We also cannot be sure that our existing general liability insurance coverage, cybersecurity coverage, and coverage for errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that insurers will not deny coverage as to any future claim. Cyberattacks or security incidents may result in increased costs for such insurance as well. One or more large, successful claims against us in excess of our available insurance coverage, or changes in our insurance policies, including premium increases or large deductible or coinsurance requirements, could have an adverse effect on our business, operating results and financial condition.

We obtain and process a large amount of sensitive customer data. Any actual or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.

We receive, store and process personal information and other data from and about our customers, employees, partners and service providers. In addition, customers use our products and solutions to obtain and store personal information, health information (including protected health information) and personal financial information. Our handling of data is thus subject to a variety of laws and regulations around the world, including regulation by various government agencies, such as the respective data protection authorities of the United Kingdom and EU member states who enforce the General Data Protection Regulation, the U.S. Federal Trade Commission (the “FTC”), the U.S. Department of Health and Human Services Office for Civil Rights (the “OCR”), the California Privacy Protection Agency, and other various federal, state, local and foreign agencies and other authorities, such as each U.S. state’s attorney general. Our data handling also is subject to contractual obligations and industry standards.

We have internal and publicly posted policies, notices, and other related documentation regarding our collection, data categorization or identification, processing, use, disclosure, deletion and security of information. Although we endeavor to comply with our policies and documentation, we may at times fail to do so or be accused of having failed to do so. The publication of our privacy notices and other related documentation that provide commitments about data privacy and security can subject us to potential actions if they are found to be non-compliant, deceptive, unfair, or otherwise misrepresent our actual practices, which could materially and adversely affect our business, financial condition and results of operations, and subject us to investigations, fines or penalties from regulators or government authorities, or civil litigation.

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We are subject to various evolving laws and regulations governing our use of our business data. For more information on these laws and regulations, see the risk factors “ We are subject to laws and regulations affecting our business, including those related to e-signature, marketing, advertising, privacy, data protection and information security. Our actual or perceived failure to comply with laws or regulations could harm our business.” and “Complying with laws and regulations, in particular those related to privacy and data protection, could also result in additional costs and liabilities to us or inhibit sales of our software. ” If we are not able to comply with these laws or regulations or if we become liable under these evolving laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would negatively affect our business, operating results and financial condition. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

Additionally, any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our customers and partners to lose trust in us, which could have an adverse effect on our reputation and business.

If we have overestimated our market opportunity, our future growth rate may be limited.

We have estimated our market size and opportunity based on internally generated data and assumptions, as well as data published by third parties, which we have not independently verified. While we believe our market size estimates are reasonable, such information is inherently imprecise and subject to a high degree of uncertainty. If our third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our actual market may be more limited than our estimates. In addition, these inaccuracies or errors may cause us to misallocate capital and other critical business resources, which could harm our business. Even if our market size estimates are correct, we may not continue to grow our share of the market and our business could be harmed.

We depend on co-located data centers and third-party cloud providers, as well as our own technical operations infrastructure, to provide our products and solutions to our customers in a timely manner. Interruptions or delays in performance of our products and solutions could result in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

We currently serve our customers from third-party data center hosting facilities and cloud service providers. Our customers need to be able to access our products at any time, without interruption or degradation of performance. In some cases, third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. As a result, we depend, in part, on our providers’ ability to protect our service supply chain against damage or interruption, including from natural disasters, regional or global conflicts, power or telecommunications failures, criminal acts and similar events. In the event that our data center and service arrangements are terminated, or if there are any lapses of service or damage to a data center, we could experience lengthy interruptions in our service as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, our disaster recovery planning may not account for all eventualities and our business could be harmed.

In addition to third-party data centers and cloud service providers, we also rely on our own technical operations infrastructure to support and serve our increasing customer base. We must maintain sufficient excess capacity in our operations infrastructure to ensure that our products and solutions are accessible within an acceptable load time. Design and mechanical errors, spikes in usage volume and failure to follow system protocols and procedures could cause our systems to fail, resulting in interruptions in our products and solutions.

Any interruptions or delays in our service, whether or not caused by our products, whether as a result of third-party error, our own error, natural disasters and the effects of climate change, operational disruptions related to labor shortages, public health crises, or security breaches, whether accidental or willful, could harm our relationships with customers and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions, any of which could adversely affect our business.

We use AI in our business, and challenges with properly governing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

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We use AI-powered tools and services as part of operating our business, and also incorporate AI features and applications into our products and solutions and are making further investments in expanding AI capabilities in our products and solutions. AI technologies can be complex and are rapidly evolving, and while we believe that product features powered by next generation AI technologies, such as generative AI, will help drive the future growth of our business, there is no guarantee that such new product features will ultimately be successful. Our competitors and other third parties may incorporate AI into their products more quickly or more successfully than us, all of which could impair our ability to compete effectively and may adversely affect our results of operations. This use of AI in our products and solutions may present new and evolving challenges, including reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. Additionally, AI technology may lower barriers to entry in our industry and we may be unable to effectively compete with the products or services offered by new competitors. AI-related changes to the products and services on offer may affect our customers’ expectations or requirements in ways we cannot adequately anticipate or adapt to, causing our business to lose sales, market share, or the ability to operate profitably and sustainably.

The development and use of AI features and applications present various intellectual property, data privacy, security and reliability risks that may impact our business. We may choose to significantly invest in the development and maintenance of proprietary datasets and training models and the development of appropriate protections, safeguards, and policies for handling the processing of data, including transparency of customer data extraction and usage in training models, with our AI features and applications, which may be costly and subject us to legal liability. Furthermore, any integration of third-party AI models with our products and solutions relies on certain safeguards implemented by the third-party developers of the underlying AI models, including those related to the accuracy, bias, and other variables of the data, and these safeguards may be insufficient. These risks could negatively impact our business, financial condition, and results of operations.

Existing laws and regulations may be interpreted, or new laws and regulations regarding AI have been and may in the future be adopted and interpreted, in ways which could negatively affect the way we use AI in our products. For example, the EU Artificial Intelligence Act prohibits certain AI applications and systems with unacceptable risk and imposes additional requirements on the use of other high-risk or limited-risk AI applications or systems, which may require the implementation of additional quality assurance controls and measures to be reviewed and approved by regulatory submissions of our products. Intellectual property ownership issues, licensing and privacy rights surrounding AI technologies are evolving and have not been fully addressed by U.S. federal or state courts or foreign jurisdictions, which may expose us to claims of intellectual property infringement or misappropriation or privacy rights violations, or result in inquiries by government bodies or agencies. For example, the U.S. Federal Trade Commission initiated multiple AI-related inquiries over the past several years and sent requests to technology companies, including Docusign, seeking additional information about their AI usage and policies. The rapid evolution of AI technologies will require significant resources in research and development in order to develop, test and maintain our platform and products to minimize any potential harmful impact on our business, financial condition, and results of operations.

The continued use in our business and incorporation of AI-powered features and applications into our products and solutions may subject us to new and evolving regulatory scrutiny, litigation, social or ethical concerns, unforeseen operational failures, potential for biased or incorrect outputs, or other risks that could harm our business, reputation, brand, and our results of operations. For example, if the content, analyses, or recommendations arising from our AI product offerings are, or are alleged to be, inaccurate, deficient, offensive, or biased, or if they have a perceived or actual negative impact on human rights, privacy rights, employment, or in other social contexts, we may experience brand and reputational harm or legal liability, and our business, financial condition, and results of operations may be adversely affected. Additionally, the significant technical complexity of AI technology will require specialized expertise and may increase compensation-related expenses. Competition for specialized personnel in the AI industry is intense, and failing to attract, integrate, or retain such specialized expertise in AI could adversely affect our business and results of operations. There is also the possibility that the AI models we develop may not perform as expected when deployed, which could hinder our product offerings, impact our competitiveness in the market, or lead to financial losses.

We rely on the performance of highly skilled personnel, including our management and other key employees, and failing to attract, integrate, or retain such employees could harm our business.

Our success and future growth depend upon the continued services of highly skilled personnel, including our management team and other key employees. Changes in our management team resulting from the hiring or departure of executives and key employees from time to time could disrupt our business. In the last 12 months, there have been significant changes to our senior leadership team. For example, in August 2024, Steve Shute, our President, Worldwide Field Operations, departed the Company and Paula Hansen was appointed as our President, Chief Revenue Officer.

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These changes and any future significant leadership changes or senior management transitions involve inherent risk. In addition, executive leadership transition periods can be disruptive and may result in a loss of personnel with deep institutional or technical knowledge, or result in changes to business strategy or objectives, and may negatively impact our operations and relationships with employees and customers due to increased or unanticipated expenses, operational inefficiencies, uncertainty regarding changes in strategy, decreased employee morale and productivity, and increased turnover.

Our future success, and our ability to achieve our operational and business objectives, depends in large part on the successful recruitment, integration and continued service of senior management and other key personnel. In particular, we are highly dependent on the services of our senior management team, many of whom are essential to the development of our technology, platform, future vision, and strategic direction. Our senior management and key employees are employed on an at-will basis, meaning that we may terminate their employment at any time, with or without cause, and they may resign at any time, with or without cause. If we lose one or more of our senior management or other key employees and are unable to find adequate replacements, or if we fail to attract, integrate, retain and motivate members of our senior management team and key employees or otherwise fail to retain a significant portion of our workforce, our business could be harmed.

We also are dependent on the continued service of our existing software engineers because of the complexity of our products and solutions. In particular, we compete with many other companies for software developers with high levels of experience and skilled sales and operations professionals in a tight U.S. labor market. We also require skilled product development, marketing, sales, finance and operations professionals, and we may not be successful in attracting and retaining the professionals we need, particularly in our principal U.S. locations in the San Francisco Bay Area and Seattle. Additionally, while we currently employ a hybrid model where most employees have the flexibility to work from home, changes to our workplace arrangements could impact our ability to maintain our corporate culture or productivity, increase attrition or limit our ability to attract employees if individuals prefer to work full time at home or in the office. Competition for employees in our industry (and especially with expertise in AI technology and at our principal U.S. locations) is intense, and many of the companies we compete with for experienced personnel have greater resources than we do. To remain competitive, we may experience increased compensation-related expenses.

Our sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

We sell to U.S. federal, state and local, as well as foreign, government agencies and public sector customers, as well as to customers in highly regulated industries such as financial services, pharmaceuticals, insurance, healthcare and life sciences. Sales to such entities are subject to a number of challenges and risks, including those related to our status as a service provider to U.S. state and federal governmental agencies. Selling to such entities can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense to meet unique compliance requirements, some of which may be statutory or regulatory, without any assurance that these efforts will generate a sale. These longer sale cycles make the timing of future revenue from these entities difficult to predict.

Further, government compliance requirements may change, restricting our ability to sell into the government sector until we have met those revised requirements. For example, recently proposed executive orders in the U.S. may impose new limits or restrictions on federal contractors, and noncompliance with such limits or restrictions could impact our business with government entities. Failure to meet government contract compliance obligations can also create the risk of statutory penalties as well as standard breach of contract risk.

Government demand and payment for our offerings are affected by public sector budgetary cycles and funding authorizations, and funding reductions or delays, including as a result of macro-economic factors, including inflation, changes in interest rates, government shutdowns, or reductions in the government workforce, geopolitical conflicts and public health crises, may adversely affect public sector demand for our products and solutions.

We sell to public sector customers primarily through third-party resellers and distributors, who contract directly with government customers and are subject to complex laws, regulations and contractual requirements applicable to government contractors. If our third-party resellers and distributors fail to comply with these obligations, are suspended, debarred or otherwise lose the ability to sell to public sector customers, our public sector sales and growth prospects could suffer and our operating results could be adversely affected.

In addition, both government agencies and entities in highly regulated industries may demand shorter subscription periods or other contract terms that differ from our standard arrangements, including terms that can lead those customers to obtain broader rights in our offerings than would be standard. Such agencies and entities may have statutory, contractual or other legal rights to terminate contracts with us or our partners due to a default or for other reasons, and any such termination may adversely affect our business, operating results and financial condition.

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If we are unable to maintain successful relationships with our partners, our business, operating results and financial condition could be harmed.

In addition to our direct sales force and our website, we use strategic partners, such as global system integrators, value-added resellers and independent software vendors, to sell our subscription offerings and solutions. Our agreements with our partners are generally nonexclusive, meaning our partners may offer their customers products and services of several different companies, including products and services that compete with ours, or may themselves become competitors. If our partners do not effectively market and sell our subscription offerings and solutions, choose to use greater efforts to market and sell their own products and services or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our subscription offerings and solutions may be harmed. Our partners may cease marketing our subscription offerings or solutions with limited or no notice and with little or no penalty. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our products and solutions by potential customers. The loss of a substantial number of our partners, our possible inability to replace them or the failure to recruit additional partners could harm our growth objectives and operating results. Even if we are successful in maintaining and recruiting new partners, we cannot assure you that these relationships will result in increased customer usage of our products and solutions or increased revenue. Additionally, as the scale of our partnership efforts increases with our growth, the successful implementation of these relationships may become more time-consuming, difficult and costly to realize, which could negatively impact our business performance or our brand reputation.

Failure to establish and maintain relationships with partners that can provide complementary technology offerings and software integrations could limit our ability to grow our business.

Our products and solutions seamlessly integrate with hundreds of other software applications, including Google, Microsoft, Workday, Salesforce, SAP, and ServiceNow . Our growth strategy includes expanding the use of our products and solutions through complementary technology offerings and software integrations, such as third-party APIs. While we have established partnerships with providers of complementary offerings and software integrations, we cannot guarantee that we will be successful in continuing to maintain and scale these partnerships or establishing partnerships with additional providers as we grow. In the future, third-party providers of complementary technology offerings and software integrations may decline to enter into, or may later terminate, relationships with us; change their features or platforms; restrict our access to their applications and platforms; alter the terms governing use of and access to their applications and APIs; implement other changes that could functionally limit or terminate our ability to use these third-party technology offerings and software integrations with our platform; or themselves become competitors, any of which could negatively impact our offerings and harm our business.

We have in the past, and may in the future, engage in acquisition and investment activities, which could divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our operating results and financial condition.

As part of our business strategy, we continually evaluate opportunities to acquire or invest in businesses, products or technologies that we believe could complement or expand our products and solutions, enhance our technical capabilities or otherwise offer growth opportunities. For example, in May 2024, we acquired Lexion, an AI-powered contract management platform which features intelligent contract repository and agreement workflow automation and reporting. In the future, we may be unable to identify suitable acquisition candidates and, even if we do, we may not be able to complete desired acquisitions on favorable terms, if at all. If we are unable to complete acquisitions, we may not be able to strengthen our competitive position or achieve our goals. Future acquisitions and investments may result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations, diverting management attention, increasing our expenses, and subjecting us to additional liabilities. An acquisition may also negatively affect our financial results because it may:

▪ require us to incur charges or assume substantial debt;
▪ cause adverse tax consequences or unfavorable accounting treatment;
▪ expose us to claims and disputes by third parties, including intellectual property and privacy claims and disputes;
▪ not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
▪ cause us to incur liabilities for activities of the acquired company before the acquisition;
▪ cause us to record impairment charges associated with goodwill and other acquired intangible assets; and
▪ cause other unforeseen operating difficulties and expenditures.

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Moreover, to pay for an acquisition or investment, we would have to use cash, incur debt and/or issue equity securities, each of which may affect our financial condition or the value of our common stock and (in the case of equity financing) could result in dilution to our stockholders.

In addition, a failure to successfully integrate the operations, personnel or technologies of an acquired business could impact our ability to realize the full benefits of such an acquisition. Our limited experience acquiring companies increases these risks. If we are unable to achieve the anticipated strategic benefits of an acquisition or if the integration or the anticipated financial and strategic benefits, including any anticipated cost savings, revenue opportunities or operational synergies, of such an acquisition are not realized as rapidly as or to the extent anticipated by us, our business, operating results and financial condition could suffer.

Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and solutions.

Our ability to increase our customer base and achieve broader market acceptance of our products and solutions depends to a significant extent on our ability to expand our marketing and sales operations. We continue to make investments in our sales force and strategic partnerships, including expansion and training, both domestically and internationally. We also dedicate significant resources to our sales and marketing efforts by investing in advertising campaigns on a variety of media platforms, including online and social media. The effectiveness of our online advertising has varied over time and may vary in the future due to competition for key search terms, changes in search engine use and changes in the search algorithms used by major search engines. If we cannot cost-effectively deploy our expanding sales force, both domestically and internationally, and use our marketing tools, or if we fail to promote our products and solutions efficiently and effectively, our ability to acquire new customers and our financial condition may suffer.

We may need to reduce or change our pricing model to remain competitive.

Different pricing structures apply to our Docusign product offerings. For eSignature, we price our subscriptions based on the functionality required by our customers and the quantity of Envelopes required by our customers. We expect that we may need to change our pricing or pricing structures from time to time, including in connection with the launch of our IAM platform and new or enhanced offerings or in response to competitive pressures. For example, in the second quarter of fiscal 2025, we began to offer our IAM platform on a user-based subscription with transaction-based add-ons. The rollout of our IAM platform and additional pricing model began gradually, starting in the second quarter of fiscal 2025. Additionally, as new or existing competitors introduce new competitive products or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. As we expand internationally, we must also determine the appropriate price to enable us to compete effectively in non-U.S. markets. Moreover, mid- to large-size enterprises may demand substantial price discounts as part of the negotiation of sales contracts. As a result, we may be required or choose to reduce our prices or otherwise change our pricing model, which could adversely affect our business, operating results and financial condition.

We may not be able to scale our business quickly enough to meet the growing needs of our customers and if we are not able to grow efficiently, our operating results could be harmed.

As use of our products and solutions grows and as customers use them for more types of transactions, we will need to devote additional resources to improving our application architecture, integrating with third-party systems and maintaining or scaling our technology infrastructure and performance. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support and professional services, to serve our growing customer base.

Any failure of or delay in these efforts could cause impaired system performance and reduced customer satisfaction. These issues make our products and solutions less attractive to customers, resulting in decreased sales to new customers, lower renewal rates by existing customers, or the issuance of service credits or refunds, which could hurt our revenue growth and our reputation. Even if we are able to upgrade our systems and expand our staff, any such expansion will be expensive and complex, requiring management time and attention. We could also face inefficiencies or operational failures as a result of our efforts to scale our infrastructure. Moreover, there are inherent risks associated with upgrading, improving and expanding our systems infrastructure. We cannot be sure that the expansion and improvements to our systems infrastructure will be effectively implemented on a timely basis, if at all. These efforts may be costly and could adversely affect our financial results.

Additionally, from time to time, we realign our resources and talent to implement stage-appropriate business strategies, which could include furloughs, layoffs and reductions in force. For more information on reductions in force, see the risk factor above “We rely on the performance of highly skilled personnel, including our management and other key
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