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______________________________________

______________________________________

______________________________________

______________________________________

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)

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 200,272,740 shares of common stock, par value $0.0001, outstanding as of November 30, 2025.

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.

(1) $17.0 million and $10.9 million of restricted cash was included in Prepaid expenses and other current assets and Other assets—noncurrent as of October 31, 2025 and January 31, 2025. $9.9 million and $4.4 million of restricted cash was included in Prepaid expenses and other current assets and in Other assets—noncurrent as of October 31, 2024 and January 31, 2024.

Note 1. Summary of Significant Accounting Policies

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.

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 nine months ended October 31, 2025 are not necessarily indicative of the results to be expected for the year ending January 31, 2026.

Our fiscal year ends on January 31. References to fiscal 2026, for example, are to the fiscal year ending January 31, 2026.

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.

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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, “Income Taxes: 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 Disclosure" (“ASU 2024-03”), which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. ASU 2024-03 is effective for annual filings for our fiscal year beginning February 1, 2027, and interim filings for the fiscal year beginning February 1, 2028, and can be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2024-03 on our financial statements.

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

In September 2025, the FASB issued Accounting Standards Update 2025-06, “Intangibles—Goodwill and Other— Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which updates the capitalization criteria for internal-use software development costs and removes references to software development stages. ASU 2025-06 is effective for annual filings for our fiscal year beginning February 1, 2028 and interim reporting periods in the same annual period. We are currently evaluating the effect of adopting ASU 2025-06 on our financial statements.

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

As of October 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 58% of the transaction price allocated to remaining performance obligations within the 12 months following October 31, 2025 in our condensed consolidated statement of operations and comprehensive income.

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 $9.0 million and $13.8 million as of October 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 nine months ended October 31, 2025 and 2024, we recognized revenue of $1.3 billion and $1.2 billion that was included in the corresponding contract liability balance at the beginning of the periods presented.

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

Note 3. Fair Value Measurements

The following table summarizes our financial assets that are measured at fair value on a recurring basis:

			October 31, 2025
(in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Level 1:
Cash equivalents(1)
Money market funds			$	258,197					$	—					$	—					$	258,197
Level 2:
Available-for-sale securities
Commercial paper			32,777						7						(6)						32,778
Corporate notes and bonds			410,241						730						(126)						410,845
U.S. governmental securities			21,498						2						(14)						21,486
Level 2 total			464,516						739						(146)						465,109
Total			$	722,713					$	739					$	(146)					$	723,306
			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 October 31, 2025 and January 31, 2025, in addition to cash of $325.1 million and $464.7 million.

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

The fair values of our available-for-sale securities as of October 31, 2025, by remaining contractual maturities, were as follows (in thousands):

Due in one year or less			$	256,580
Due in one to two years			208,529
			$	465,109

As of October 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 October 31, 2025 and January 31, 2025.

Note 4. Property and Equipment, Net

Property and equipment, net consisted of the following:

(in thousands)			October 31, 2025						January 31, 2025
Computer and network equipment			$	128,100					$	133,486
Software, including capitalized software development costs			345,451						278,918
Furniture and office equipment			22,494						20,360
Leasehold improvements			66,114						64,012
			562,159						496,776
Less: Accumulated depreciation			(357,843)						(303,676)
			204,316						193,100
Work in progress			139,320						106,270
Total			$	343,636					$	299,370

Depreciation and amortization expense associated with property and equipment was $25.5 million and $20.7 million for the three months ended October 31, 2025 and 2024, and $72.9 million and $61.3 million for the nine months ended October 31, 2025 and 2024. This included amortization expense related to capitalized internally developed software costs of $19.6 million and $14.3 million for the three months ended October 31, 2025 and 2024, and $55.5 million and $39.4 million for the nine months ended October 31, 2025 and 2024.

For the three months ended October 31, 2025 and 2024, we capitalized $38.7 million and $29.8 million of internally developed software, including $14.2 million and $10.0 million of capitalized stock-based compensation expense in the three months ended October 31, 2025 and 2024. For the nine months ended October 31, 2025 and 2024, we capitalized $103.8 million and $81.3 million of internally developed software, including $37.1 million and $27.7 million of capitalized stock-based compensation expense in the nine months ended October 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:

			Nine Months Ended October 31,
(in thousands)			2025						2024
Deferred Contract Acquisition Costs:
Beginning balance			$	467,201					$	409,658
Additions to deferred contract acquisition costs			159,565						183,040
Amortization of deferred contract acquisition costs			(170,219)						(143,769)
Cumulative translation adjustment			6,005						(2,942)
Ending balance			$	462,552					$	445,987
Deferred Contract Fulfillment Costs:
Beginning balance			$	23,657					$	22,525
Additions to deferred contract fulfillment costs			35,689						31,508
Amortization of deferred contract fulfillment costs			(33,291)						(28,962)
Cumulative translation adjustment			1,598						73
Ending balance			$	27,653					$	25,144

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

In May 2025, we entered into a new credit agreement with a syndicate of banks. The credit agreement provides for a secured revolving credit facility (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 October 31, 2025. As of October 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 October 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			$	12,125
2027			39,799
2028			18,019
2029			8,387
2030			3,584
Thereafter			3,716
Total			$	85,630

We entered into an agreement, which includes a minimum commitment, with a public cloud computing service provider. As of October 31, 2025, our remaining minimum commitment under the agreement is $315.2 million through fiscal 2030, which is excluded from the table above.

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

In October 2025, we entered into an agreement to extend the term of our existing office space lease and lease additional office space in San Francisco, California. We recognized the effect of the extension on our existing lease as of the effective date of the agreement. Accordingly, we remeasured the future lease payments, net of lease incentives, and recognized a $17.3 million increase in our right-of-use assets and lease liabilities. The expected lease term for the existing space is approximately 14.8 years. Subsequently, the lease term for the additional office space commenced in the fourth quarter of fiscal 2026 when we took possession of the space. The future undiscounted lease payments for the additional office space, net of expected lease incentives, are $60.1 million. The expected lease term for the additional space is approximately 14.7 years.

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 October 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.

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.

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. The Court held a hearing on the motion to dismiss on September 11, 2025, and has not yet ruled on it. 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, 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.

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 October 31, 2025, 46.2 million shares of our common stock were available for issuance under the 2018 Plan.

RSU activity for the nine months ended October 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			8,280						85.42
Vested			(7,443)						63.43
Canceled			(2,299)						63.01
Unvested at October 31, 2025			25,806						$	64.28

As of October 31, 2025, our total unrecognized compensation cost related to RSUs was $1.2 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 2.46 years.

As of October 31, 2025, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions (“PSU”) was $174.7 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.

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 October 31, 2025, 13.1 million shares of our common stock were reserved for issuance under the ESPP.

Compensation expense related to the ESPP was $4.7 million and $3.3 million for the three months ended October 31, 2025 and 2024, and $12.9 million and $9.9 million for the nine months ended October 31, 2025 and 2024.

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 October 31, 2025, our total remaining authorization under our stock repurchase plan is up to $1.0 billion.

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

			Three Months Ended October 31,												Nine Months Ended October 31,
(in thousands)			2025						2024						2025						2024
Number of shares repurchased			2,821						2,876						7,709						9,221
Aggregate purchase price1			$	215,543					$	172,948					$	600,179					$	523,747

1Included 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

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 nine months ended October 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.

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 October 31,												Nine Months Ended October 31,
(in thousands, except per share data)			2025						2024						2025						2024
Numerator:
Net income attributable to common stockholders			$	83,725					$	62,423					$	218,782					$	984,394
Denominator:
Weighted-average common shares outstanding, basic			201,954						203,567						202,619						204,674
Effect of dilutive securities			6,115						5,139						7,986						5,081
Weighted-average common shares outstanding, diluted			208,069						208,706						210,605						209,755
Net income per share attributable to common stockholders:
Basic			$	0.41					$	0.31					$	1.08					$	4.81
Diluted			$	0.40					$	0.30					$	1.04					$	4.69

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 October 31,												Nine Months Ended October 31,
(in thousands)			2025						2024						2025						2024
RSUs			6,434						2,879						3,654						3,011
ESPP			119						120						9						288
Total antidilutive securities			6,553						2,999						3,663						3,299

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.

We recorded an income tax provision of $11.8 million and $27.0 million for the three and nine months ended October 31, 2025. We recorded an income tax provision of $9.2 million and an income tax benefit of $804.3 million for the three and nine months ended October 31, 2024. In the three and nine months ended October 31, 2025, the tax provision was driven by U.S. and foreign earnings, partially offset by benefits related to stock-based compensation. In the three months ended October 31, 2024, the tax provision was driven by U.S. and foreign earnings. In the nine months ended October 31, 2024, the tax benefit 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 the valuation allowance related to our U.S deferred tax assets, offset by tax on U.S. and foreign earnings and stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation includes significant tax law changes, including the restoration of immediate 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. The nine months ended October 31, 2024 included a $837.7 million release of a net valuation allowance, recorded as a discrete tax benefit during the three months ended July 31, 2024. As of October 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 October 31, 2025, our gross unrecognized tax benefits totaled $86.2 million, excluding related accrued interest and penalties, of which $69.1 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.

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:

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

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 October 31,												Nine Months Ended October 31,
(in thousands)			2025						2024						2025						2024
U.S.			$	576,390					$	543,294					$	1,690,209					$	1,585,472
International			241,960						211,526						692,431						615,015
Total revenue			$	818,350					$	754,820					$	2,382,640					$	2,200,487

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

Executive Overview of Third Quarter Results

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 October 31, 2025, nearly 1.8 million customers and more than a billion users worldwide utilize Docusign to accelerate and simplify the process of doing business.

We generate substantially all our revenue from sales of subscriptions, which accounted for 98% of our revenue in each of the three and nine months ended October 31, 2025, and 97% of our revenue in each of the three and nine months ended October 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 nine months ended October 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.

We 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 1,165 customers as of October 31, 2025 compared to 1,075 customers as of October 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.

Financial Results for the Three and Nine Months Ended October 31, 2025 and 2024

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

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

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.

As of October 31, 2025, we had a total of nearly 1.8 million customers, including approximately 276,000 small and medium-sized businesses (“SMBs”), mid-market companies, and large enterprise customers served by our direct sales force. We had over 1.6 million customers, including approximately 256,000 customers served by our direct sales force as of October 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.

    

International revenue increased by 13% in the nine months ended October 31, 2025, compared to the nine months ended October 31, 2024. Additionally, our international revenue represented 30% of our total revenue in the three months ended October 31, 2025, and 29% of our total revenue in the nine months ended October 31, 2025, compared to 28% in each of the three and nine month periods ended October 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.

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

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.

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.

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.

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, 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.

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.

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. Included in the tax benefit for the nine months ended October 31, 2024 was a release of a net valuation allowance of $837.7 million, recorded as a discrete tax benefit during the three months ended July 31, 2024. As of October 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.

The following table summarizes our historical consolidated statements of operations data:

			Three Months Ended October 31,																								Nine Months Ended October 31,
(in thousands, except percentages)			2025						As % of revenue						2024						As % of revenue						2025						As % of revenue						2024						As % of revenue
Revenue:
Subscription			$	800,958					98		%				$	734,693					97		%				$	2,331,548					98		%				$	2,143,542					97		%
Professional services and other			17,392						2						20,127						3						51,092						2						56,945						3
Total revenue			818,350						100						754,820						100						2,382,640						100						2,200,487						100
Cost of revenue:
Subscription			150,372						18						134,587						18						431,812						18						393,561						18
Professional services and other			20,174						3						21,950						3						61,466						3						67,887						3
Total cost of revenue			170,546						21						156,537						21						493,278						21						461,448						21
Gross profit			647,804						79						598,283						79						1,889,362						79						1,739,039						79
Operating expenses:
Sales and marketing			296,516						36						290,597						38						898,379						37						859,705						39
Research and development			167,626						21						151,101						20						496,703						21						432,992						20
General and administrative			98,307						12						97,555						13						283,443						12						277,162						13
Restructuring and other related charges			—						—						—						—						—						—						29,721						1
Total operating expenses			562,449						69						539,253						71						1,678,525						70						1,599,580						73
Income from operations			85,355						10						59,030						8						210,837						9						139,459						6
Interest expense			(654)						—						(462)						—						(1,960)						—						(1,150)						—
Interest income and other income, net			10,828						2						13,006						1						36,902						1						41,745						2
Income before provision for (benefit from) income taxes			95,529						12						71,574						9						245,779						10						180,054						8
Provision for (benefit from) income taxes			11,804						2						9,151						1						26,997						1						(804,340)						(37)
Net income			$	83,725					10		%				$	62,423					8		%				$	218,782					9		%				$	984,394					45		%

The following discussion and analysis is for the three and nine months ended October 31, 2025, compared to the same period in 2024, unless otherwise stated.

Subscription revenue increased by $66.3 million, or 9%, in the three months ended October 31, 2025 and by $188.0 million, or 9%, in the nine months ended October 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 subscription revenue increased by $15.8 million, or 12%, in the three months ended October 31, 2025, and by $38.3 million, or 10%, in the nine months ended October 31, 2025, primarily driven by higher costs to support our growing customer base.

In the three months ended October 31, 2025, information technology costs, particularly hosting costs, increased by $9.7 million as we continued our transition from co-located data centers to public cloud storage infrastructure to support future growth of our platform, including IAM.

•$24.3 million increase in information technology costs, particularly hosting costs;

•$7.8 million increase in partner and reseller fees to support our customer base; and

•$5.7 million increase in depreciation and amortization, primarily attributable to our capitalized software projects.

Sales and marketing expenses increased by $5.9 million, or 2%, in the three months ended October 31, 2025 and by $38.7 million, or 4%, in the nine months ended October 31, 2025, primarily due to investments in our workforce.

Main drivers in the three months ended October 31, 2025, primarily consisted of:

•$10.4 million increase in personnel costs, primarily due to annual salary increases in addition to an increase in commissions as we continue our focus on expansion and driving customer acquisition; and partially offset by

•$3.6 million decrease in marketing and advertising.

Main drivers in the nine months ended October 31, 2025, primarily consisted of:

•$42.2 million increase in personnel costs, primarily due to annual salary increases in addition to an increase in commissions as we continue our focus on expansion and driving customer acquisition; and partially offset by

•$11.2 million decrease in stock-based compensation expense mainly due to executive transitions that occurred in fiscal 2025.