DOCUSIGN, INC. (Form: 8-K, Received: 09/08/2022 16:09:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2022

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 1550

San Francisco

California

94105

(Address of Principal Executive Offices) (Zip Code)

(415) 489-4940

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations and Financial Condition.

On September 8, 2022, DocuSign, Inc. (the “Company”) reported financial results for the three and six months ended July 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed incorporated by reference into any registration statement or other filing with the Securities and Exchange Commission made by the Company, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On September 1, 2022, the board of directors (the “Board”) of the Company designated its President, Product and Engineering, Inhi Cho Suh, age 47, as an “officer” within the meaning of Section 16 of, and Rule 16a-1(f) of the rules promulgated under, the Exchange Act, as amended, effective immediately.

As previously disclosed by the Company in its current report on Form 8-K filed on May 26, 2022 (the “May 26 8-K”), Ms. Suh has served as our President, Product and Engineering since July 2022. As previously disclosed by the Company in the May 26 8-K, Ms. Suh previously served on the Board from August 2018 to July 5, 2022. The information contained in Item 5.02 of the May 26 8-K is incorporated by reference herein. From January 2021 to May 2022, Ms. Suh served as the Head of Business Development for Strategic Partnerships at IBM. Ms. Suh previously served in various senior and management roles at IBM, including, General Manager of Watson Customer Engagement from January 2018 to January 2021; General Manager for IBM Collaboration Solutions from February 2016 to January 2018; Vice President, Strategy and Business Development; General Manager, Big Data; Vice President, Product Management and Strategy, Information Management Software; and as Vice President, Marketing for Information Management Software. Ms. Suh holds a B.S. in Biology, History and Women’s Studies from Duke University and a J.D. from North Carolina Central University School of Law.

Ms. Suh does not have any family relationships with any of the Company’s directors or executive officers and, since the beginning of the Company’s last fiscal year, there have been no transactions between the Company and Ms. Suh or any member of her immediate family that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Act, except for the arrangements described in this Current Report on Form 8-K.

Pursuant to her offer letter (the “Suh Offer Letter”), Ms. Suh will (i) receive an annual base salary of $500,000; (ii) receive a one-time signing bonus of $325,000, subject to her continued employment or service with the Company on the one-year anniversary of her start date; (iii) be eligible to receive an initial award of restricted stock units with a target value of $20,000,000, and which shall vest over four years, subject to her continued employment or service with the Company on each vesting date; and (iv) be eligible to receive an additional award of restricted stock units with a target value of $3,325,000, which shall fully vest on the one-year anniversary of her vesting commencement date, subject to her continued employment or service with the Company on such date. The foregoing description of the Suh Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Suh Offer Letter, which is filed as Exhibit 10.1 hereto.

Additionally, the Company has entered into an executive severance and change in control agreement (the “Suh Severance Agreement”) and an amendment to the Suh Severance Agreement (the “Suh Severance Agreement Amendment”) with Ms. Suh, substantially in the form of executive severance and change in control agreements and amendments thereto entered into with the Company’s other executive officers.

If Ms. Suh experiences a Qualifying Termination (as defined in the Suh Severance Agreement), subject to certain conditions, including Ms. Suh delivering a release of all employment related obligations of and claims and causes of action against the Company, and depending on whether the Qualifying Termination occurs during a Control Period (as defined in the Suh Severance Agreement), the Company shall provide Ms. Suh with certain severance benefits, including severance pay consisting of up to 100% of her target annual bonus, payment of Ms. Suh’s COPRA

premiums for up to 12 months, and partial vesting acceleration of outstanding non-performance-based equity compensation awards.

The foregoing descriptions of each of the Suh Severance Agreement and the Suh Severance Agreement Amendment are not complete and are qualified in its entirety by reference to the full text of the Suh Severance Agreement and the Suh Severance Agreement Amendment, which are filed as Exhibit 10.2 and Exhibit 10.3 hereto, respectively.

The Company has entered into its standard form of Indemnification Agreement with Ms. Suh. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission on December 3, 2020 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description
10.1			Offer Letter, dated as of May 19 , 2022, by and between Inhi Cho Suh and the Registrant.
10.2			Executive Severance and Change in Control Agreement, dated as of July 5 , 2022, by and between Inhi Cho Suh and the Registrant.
10.3			Amendment to Executive Severance and Change in Control Agreement, dated as of Ju ly 5 , 2022, by and between Inhi Cho Suh and the Registrant.
99.1			Press Release dated September 8, 2022 concerning financial results
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: September 8, 2022


			DOCUSIGN, INC.

			By:			/s/ Cynthia Gaylor
						Cynthia Gaylor
						Chief Financial Officer
						(Principal Accounting and Financial Officer)

EXHIBIT 10.1

May 19, 2022

Inhi Cho Suh

Delivered via e-mail

Re: Offer of Employment Dear Inhi:

I am pleased to offer you a position with DocuSign, Inc. (the “Company”) as President, Product and Engineering, based in our San Francisco office reporting to Dan Springer, with an expected commencement date of July 5, 2022 (“Start Date”). This offer letter supersedes the previous offer letter dated May 19, 2022 at 4:56pmPT and constitutes the entire agreement between you and DocuSign, Inc. regarding your employment. DocuSign may require all employees to be fully vaccinated against COVID-19 and provide proof of vaccination to visit a DocuSign office, to meet with potential or actual customers or business partners, or for other business related purposes, in accordance with local law. Please note that DocuSign has contracts with different governments globally– including the US Federal Government–which may require compliance with local and federal laws. When employees are required to be vaccinated, new hires will be required to provide proof of vaccination. DocuSign will comply with applicable law regarding the reasonable accommodation of individuals with disabilities and/or sincerely held religious beliefs. You will receive a bi-weekly salary of $19,230.77 ($500,000.00 annualized), less applicable taxes and deductions, which will be paid in accordance with the Company’s normal payroll procedures. In addition, you will be eligible for a target bonus equal to 100% of your eligible compensation, subject to the terms and conditions of the Company Incentive Plan (“CIP”) in effect for each applicable fiscal year. The CIP plan document contains important information including eligibility, pro- ration for employees on a leave of absence or hired mid-year, and the measures used to track Company’s achievement of targets for the plan year as established by management. If your employment starts January 16th or later of a specific fiscal year, your first eligibility to participate in the CIP will not be until the following fiscal year.

The Company will pay you a one-time signing bonus of $325,000.00 (the "Sign-On Bonus"), to be paid out in your first payroll following your Start Date. The Sign-On Bonus will be subject to withholding requirements and authorized deductions. The payment of the Sign-On Bonus is an advance and will not be fully earned unless you remain employed by DocuSign for one full year. If you voluntarily resign or are terminated by DocuSign for Cause before the one-year anniversary of your Start Date you agree to repay the full amount of the Sign-On Bonus Advance at the time of your departure (less 8.33% for each full month of work completed after your Start Date). As a condition of receiving the Sign-On Bonus payment, you agree and authorize the Company to deduct any unearned portion of the advance from your final wages, to the extent permitted by applicable laws. If you fail to repay the Sign-On Bonus Advance at the time of your departure, interest will accrue on the amount owed at the rate of 1.5% per month. In addition to paying interest, you agree to reimburse the Company for expenses incurred in pursuing payment from you, including collections fees and/or attorneys' fees.

For purposes of this Agreement, “Cause” means:

(i)your failure to perform the duties and responsibilities of your position after there has been delivered to you a demand for performance from the Company which describes the basis for the Company’s belief that you have not performed your duties and provided you with 30 days to take corrective action;

(ii)any act of personal dishonesty taken by you in connection with your responsibilities as an employee of the Company;

(iii)your conviction of, or plea of nolo contendere to, a felony;

(iv)your commission of any tortious act, unlawful act or malfeasance which causes or reasonably could cause (for example, if it became publicly known) harm to the Company’s standing, condition or reputation;

(v)any breach by you of the provisions of your Confidential Information, Invention Assignment, and Arbitration Agreement with the Company or other improper disclosure of the Company’s confidential or proprietary information;

(vi)a breach of any fiduciary duty owed to the Company by you that has or could reasonably be expected to have a detrimental effect on the Company’s reputation or business; or

(vii)your (a) obstructing or impeding; (c) endeavoring to influence, obstruct or impede, or (d) failing to cooperate with, any investigation authorized by the Company or any governmental or self-regulatory entity (an “Investigation”). However, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation will not constitute “Cause.”

Subject to approval of the Board of Directors of the Company, or a committee appointed by the Board, you will be eligible to receive (1) an award of restricted stock units (“RSUs”) representing the right to acquire shares of Common Stock of DocuSign, Inc. with a value of $20,000,000.00 (the “New Hire Grant”), and (2) an award of RSUs representing the right to acquire shares of Common Stock of DocuSign, Inc. with a value of

$3,325,000.00 (the “One-Year RSU Grant”). The number of RSUs you receive will generally be determined by dividing the target value by the average closing stock price over a period of 10 trading days immediately prior to the Vesting Commencement Date. The Vesting Commencement Date will typically be the first 10th day of a month following your Start Date. Such RSUs will be subject to the terms and conditions of: (a) the Company’s equity incentive program in effect at the time of grant (the “Plan”), (b) an RSU Agreement, as applicable, in the form approved by the Board or a committee of the Board, and (c) applicable law. The RSUs will be subject to service-based requirements as set forth in the RSU Agreement. For a general summary of the vesting terms, please see Attachment A hereto.

In addition, subject to the sole discretion of the Company and based on your individual and the Company’s performance, you will also be eligible to be recommended for a discretionary focal FY23 equity grant after the completion of your focal review for FY23. The current expectation, provided you remain actively employed in the role of President, Product and Engineering through the end of the FY23 focal review period, and assuming you meet or exceed all performance expectations of your manager, is that we would recommend to the Board, or a committee appointed by the Board, that you receive an equity grant with a target value of $9,000,000.00. The number of RSUs received will be dependent on the average closing stock price at that time of the grant (i.e., the 10 trading days immediately prior to the Vesting Commencement Date for your FY23 focal grant). The Vesting Commencement Date for focal grants is typically the 10th day of the month following the effective date of the focal review, which is typically May 1st. It is also understood and agreed that your position, compensation, responsibilities and performance may change over time and this paragraph is not a guarantee of any future equity grants. Instead, this is a statement memorializing the intent of the Company at the time of this Offer Letter. You further acknowledge and agree that the foregoing recommendation is not binding upon any future acquirer of DocuSign, and will lapse without consideration in the event of a change of control of DocuSign.

Board Equity Grants. Your commencement of employment on the Start Date will constitute “Continuous Service” for purposes of the restricted stock units (“RSUs”) previously awarded to you in your capacity as a member of the Board (your “Board Service Equity Awards”), which will continue to vest according to their terms following the Start Date (except as set forth below with respect to acceleration).

Notwithstanding anything to the contrary in the Company’s Non-Employee Director Compensation Policy, any Company equity incentive plan or the equity award agreements governing your Board Service Equity Awards, such Board Service Equity Awards will no longer be entitled to accelerated vesting upon a Change in Control or upon a termination of service, and instead any Board Service Equity Awards will only be eligible for accelerated vesting pursuant to the Executive Severance and Change in Control Plan.

As a Company employee, you will also be eligible to receive certain employee benefits including PTO, healthcare, dental coverage, and a 401(k) plan. You should note that the Company may modify salaries and benefits from time to time as it deems necessary. You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason.

Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. Please note your Start Date is subject to change if your background check has not been completed 13 days prior to your Start Date.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. If you require work authorization to lawfully work in the U.S., this must be obtained prior to your State Date and your Start

Date is subject to change if proof of such authorization is not obtained by the Company by Monday of the week prior to your Start Date.

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Without limiting the foregoing, the Company agrees that you may serve as a non-employee director on the board of directors of no more than one public company, subject to prior approval by DocuSign’s Board of Directors (or a committee thereof) and Chief Executive Officer.

As a Company employee, you will be expected to abide by company rules and regulations. You will be specifically required to sign an acknowledgment that you have read and understand the company rules of conduct which are included in the employee handbook which you will receive on your first day of employment. You will be expected to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information. The Agreement also provides that in the event of any dispute or claim relating to or arising out of our working relationship, you and the Company agree that all such disputes shall be resolved by binding arbitration where permitted by applicable law; provided that the obligation to arbitrate shall not apply to claims of sexual assault and/or sexual harassment, or any other claims for which mandatory arbitration is (or may hereafter become) prohibited under applicable law.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below by May 23, 2022. This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you.

We look forward to working with you at DocuSign, Inc.

Sincerely,

DocuSign, Inc.

/s/ Joan Burke

Joan Burke, Chief People Officer

ACCEPTED AND AGREED:

Inhi Suh

Legal First Name Legal Last Name

Inhi Suh

Preferred First Name Preferred Last Name

(For all accounts)

/s/ Inhi Suh

Signature

May 20, 2022

Date

Please fill in shipping details for your DocuSign equipment. Please provide a physical address that can accept FedEx packages. No PO Boxes.

Full Address (Please include Apartment / Building Number, if applicable)

Country

Phone Number

Additional Shipping Information We May Need

Please enter your Legal First Name, Legal Middle Name (if applicable), and Legal Last Name as it appears on your government issued ID you will use for Day 1 onboarding.

Legal First Name Legal Middle Name (if applicable) Legal Last Name

Attachment A

RSU Vesting Terms

New Hire Grant

As provided in more detail in the RSU Agreement, your RSUs will become “Vested RSUs” subject to the satisfaction of a service-based requirement. Generally, 25% of the total number RSUs awarded will have the service-based requirement satisfied on the 12-month anniversary of the Vesting Commencement Date, and thereafter 1/16th of the total number of RSUs awarded will have the service-based requirement satisfied in a series of 12 successive equal quarterly installments following the first anniversary of the Vesting Commencement Date until the service-based requirement is fully satisfied on the fourth anniversary of the Vesting Commencement Date, subject to your continued employment or service with the Company on each such date. Vested RSUs will generally be delivered to you (“settled”) on a quarterly basis (March, June, September and December). The RSUs will be subject to the terms and conditions of the Plan and the applicable RSU Agreement

One-Year RSU Grant

As provided in more detail in the RSU Agreement, your RSUs will become “Vested RSUs” subject to the satisfaction of a service-based requirement. Generally, 100% of the total number RSUs awarded will have the service-based requirement satisfied on the 12-month anniversary of the Vesting Commencement Date, subject to your continued employment or service with the Company on such date.

In each case, Vested RSUs will generally be delivered to you (“settled”) on a quarterly basis (March, June, September and December) or in accordance with the Company’s then-current settlement practices.

The RSUs will be subject to the terms and conditions of the Plan and the applicable RSU Agreement.

EXHIBIT 10.2

DOCUSIGN, INC.

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Inhi Cho Suh (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on July 5, 2022 (the “Agreement Date”).

RECITALS

A.The Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Committee”) believes it is in the best interests of the Company and its stockholders to hire Executive and to provide Executive with certain protections in the event of Executive’s termination of employment or a Change in Control of the Company under certain circumstances.

B.To accomplish the foregoing objectives, the Committee has directed the Company, upon execution of this Agreement by Executive, to agree to the terms provided in this Agreement. Capitalized terms not defined below shall have the meanings set forth in Exhibit A or Exhibit B, as applicable.

AGREEMENT

The parties hereto agree as follows:

1.At-Will Employment. Nothing in this Agreement alters the at-will nature of Executive’s employment. Executive and the Company remain free to terminate the employment relationship at any time, for any reason, with or without notice.

2.Benefits Upon Qualifying Termination Outside the Change in Control Period. Upon Executive’s Qualifying Termination outside a Change in Control Period, and subject to the conditions in Section 5, the Company will provide Executive with the following severance benefits:

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.12 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.100% of Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs.

b.Continued Health Insurance Coverage. Provided Executive timely elects COBRA continuation coverage, the Company will pay the COBRA premiums to continue and maintain health care coverage for Executive and any dependents who are covered at the time of the Executive’s termination of employment under the Company’s group health plans. The Company will make such payments until the earliest of: (i) 6 months following the Qualifying Termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive's eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that the COBRA premiums would otherwise have been paid on behalf of Executive.

a.Equity Vesting Acceleration. The vesting of each of Executive’s then- outstanding equity compensation awards granted under any of the Company’s equity incentive plans (“Company Equity Awards”) (other than Performance Awards (as defined below)) will accelerate as to the number of shares subject to each such award that would have become vested, in the ordinary course, within the first 6 months following Executive’s termination date, effective on Executive’s date of termination. With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“Performance Awards”), the vesting of such awards will accelerate as set forth in the terms of the applicable performance-based equity award agreement.

Subject to the payment timing rules contained in Exhibit B, any severance payments and benefits under this Section 2 will be paid on the later of (x) 10 business days after the effective date of the Release and (y) the date of Executive’s Qualifying Termination.

3.Qualifying Termination During the Change in Control Period. Upon Executive’s Qualifying Termination during the Change in Control Period, and subject to the conditions in Section 5, the Company will provide Executive with the following severance benefits:

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.12 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.No target annual bonus for the performance year in which the Qualifying Termination occurs (this means no pro rata or partial annual bonus payment will be owed).

b.Continued Health Insurance Coverage. Provided Executive timely elects COBRA continuation coverage, the Company will pay the COBRA premiums to continue and maintain health care coverage for Executive and any dependents who are covered at the time of the Executive’s termination of employment under the Company’s group health plans. The Company will make such payments until the earliest of: (i) 12 months following the Qualifying Termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that the COBRA premiums would otherwise have been paid on behalf of Executive.

c.The vesting of each of Executive’s Company Equity Awards (other than Performance Awards) will accelerate in full. The vesting of Performance Awards will accelerate as set forth in the terms of the applicable performance-based equity award agreement. In order to accommodate this potential accelerated vesting, if Executive experiences a Qualifying Termination within 90 days prior to a Change in Control, any then-unvested compensatory equity awards will not terminate with respect to shares that have not vested as of Executive’s termination date until 6 months and one day after Executive’s termination date. Subject to the payment timing rules contained in Exhibit B, any severance payments and benefits under this Section 3 will be paid on the latest of (x) 10 business days after the effective date of the Release, (y) the date of Executive’s Qualifying Termination, and (z) the date of the Change in Control.

4.Limitations and Conditions on Termination Benefits

a.Release Prior to Payment of Benefits. In order to be eligible to receive any benefits under Sections 2 or 3, Executive must (i) execute and return a general waiver and release, in a form provided by the Company and reasonably acceptable to Executive, of all employment related obligations of and claims and causes of action against the Company (a “Release”), to the Company within the applicable time period set forth therein and (ii) not revoke the Release within the revocation period (if any) set forth therein; provided, however, that in no event may the applicable time period or revocation period extend beyond sixty (60) days following Executive’s termination date.

b.Income and Employment Taxes. Executives agrees that Executive will be responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment made hereunder, that Executive’s receipt of any benefit hereunder is conditioned on Executive’s satisfaction of any applicable withholding or similar obligations that apply to such benefit, and that any cash payment owed hereunder will be reduced to satisfy any such withholding or similar obligations that may apply.

c.Related Matters. Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

d.Section 409A and Section 280G. Executive and the Company understand that payments under this Agreement may be subject to Sections 409A and 280G of the Code, and the parties agree to abide by the Section 409A and Section 280G provisions contained in Exhibit B to this Agreement.

e.Clawback/Recoupment. All amounts payable to Executive hereunder shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy, and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law during the term of Executive’s employment with the Company that is applicable generally to executive officers of the Company. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a “constructive” termination without “Cause” under this Agreement.

5.Miscellaneous Provisions.

a.Interaction with Other Benefits. In the event that Executive would be entitled to a greater level of payments or benefits under the terms and conditions of an individual equity compensation award, offer letter or other employment-related agreement, or a severance plan or policy provided by the Company or its successor, but for the existence of this Agreement, Executive shall be entitled to receive the greater of the payments and benefits provided for hereunder or the benefits under such other agreement, plan or policy subject to the applicable terms and conditions thereof.

b.Complete Agreement. Notwithstanding anything to the contrary herein, this Agreement supersedes any agreement (or portion thereof) concerning similar subject matter dated prior to

the Agreement Date, and by execution of this Agreement both parties agree that any such predecessor agreement (or portion thereof) shall be deemed null and void; provided that, for clarification purposes, this Agreement shall not affect any agreement between the Company and Executive regarding intellectual property matters, non-solicitation or non- competition restrictions or confidential information. The parties further agree that this Agreement does not supersede the provisions of Executive’s offer letter or employment agreement with the Company which do not address termination or severance benefits or Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.

c.Waiver. No provision of this Agreement may be waived unless the waiver is agreed to in writing and signed by Executive and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement shall be considered a waiver at another time.

d.Successors and Assigns. This Agreement is personal to Executive and will not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. From and after a Change in Control, the term “Company” when used in this Agreement will also be read to include any entity that actually employs Executive, if different from the Company.

e.Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without reference to conflict of laws provisions, and the parties hereto submit to the exclusive jurisdiction of the state and federal courts of the State of California.

f.Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

g.Notice. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Executive shall be addressed to Executive at the home address which Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Board.

h.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and facsimile and electronic signatures shall be equivalent to original signatures.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.

DOCUSIGN, INC.

By: /s/ Daniel Springer

Name: Daniel Springer,

Chief Executive Officer

Date: May 20, 2022

EXECUTIVE:

By: /s/ Inhi Cho Suh

Name: Inhi Cho Suh

Date: May 20, 2022

EXHIBIT A DEFINITIONS

“Cause” will mean the occurrence of one or more of the following:

i.Executive’s willful and continued failure to perform the duties and responsibilities of Executive’s position after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s belief that Executive has not substantially performed Executive’s duties and provides Executive with thirty (30) days to take corrective action;

ii.any act of personal dishonesty taken by Executive in connection with Executive’s responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in substantial personal enrichment of Executive;

iii.Executive’s conviction of, or plea of nolo contendere to, a felony;

iv.Executive’s commission of any tortious act, unlawful act or malfeasance which causes or reasonably could cause (for example, if it became publicly known) material harm to the Company’s standing, condition or reputation;

v.any material breach by Executive of the provisions of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement or other improper disclosure of the Company’s confidential or proprietary information;

vi.a breach of any fiduciary duty owed to the Company by Executive that has or could reasonably be expected to have a material detrimental effect on the Company’s reputation or business;

vii.Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or

viii.a material breach by Executive of any written Company policy or the Company’s code of conduct that has been made available to Executive prior to such breach;

provided, however, that the action or conduct described in the clauses above (excluding (iii)) will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

“Change in Control” will have the meaning set forth in the Company’s Amended and Restated 2011 Equity Incentive Plan.

“Change in Control Period” means the period beginning 90 days prior to and ending on the 12- month anniversary of the effective date of a Change in Control.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended together with any analogous provisions of applicable state law.

“Code” means Internal Revenue Code of 1986, as amended, and the Treasury regulations and formal guidance promulgated thereunder, each as may be amended or modified from time to time.

“Good Reason” for Executive’s resignation of employment will exist following the occurrence of any of the following without Executive’s express written consent:

i.a material reduction in Executive’s duties or responsibilities without Executive’s

consent;

ii.a material reduction in Executive’s base compensation, unless such reduction is made in connection with a similar action affecting all senior executives; provided that a reduction of 25% or more of Executive’s base compensation shall constitute grounds for Good Reason under this clause (ii) notwithstanding whether all senior executives were similarly affected (but subject to the notice, cure period and other requirements set forth below); or

iii.a relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation.

In order to resign for Good Reason, Executive must provide written notice to Board within 90 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.

The effective date for such a resignation for Good Reason (in the absence of cure) will be the earlier of the following dates: (i) the date of expiration of the Company’s cure period or (ii) the date that the Company advises Executive in writing that it does not intend to cure. For the purposes of delivery of notice under subsection (i) above, a material change or material reduction that occurs incrementally over a period of time (not to exceed twelve (12) months) shall be deemed to have occurred when such change or reduction, in the aggregate, becomes material.

“Qualifying Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive with Good Reason.

Exhibit B

Section 409A and Section 280G Matters

Section 409A

It is intended that the Agreement shall comply with the requirements of Section 409A of the Code, and any payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of the Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A.

No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under the Agreement or otherwise will be payable until Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder.

If the period during which Executive may sign the Release begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that that would constitute deferred compensation within the meaning of Section 409A of the Code will be paid or provided until the later calendar year.

The severance payments and benefits under the Agreement are intended to satisfy the exemptions from application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A of the Code, any payments payable under the Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A of the Code and that would (but for this provision) be payable within 6 months following the date of termination, shall instead be paid on the next business day following the expiration of such six month period or, if earlier, upon Executive’s death. Each installment payment under the Agreement is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i).

Section 280G

If any payment or benefit (including payments and benefits pursuant to the Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (2) payment of only a portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all

applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision.

The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firm required to be made hereunder.7

The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within a reasonable period after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in the Agreement or otherwise, the Company may require Executive to submit any payment or benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the Company’s stockholders prior to the Closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no payments or benefits will be deemed to constitute a “parachute payment” subject to the excise taxes under Sections 280G and 4999 of the Code.

EXHIBIT 10.3

June 21, 2022

Inhi Cho Suh

Delivered via e-mail

DocuSign, Inc.

Dear Inhi:

On behalf of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”), I am pleased to offer you (“Executive” or “you”) the amended benefits under your Executive Severance and Change in Control Agreement (the “Severance Agreement”) as set forth in this amendment letter (this “Amendment Letter”), which shall apply during the period beginning July 5, 2022 and ending June 21, 2023 (such period, the “Enhanced Severance Period”). Defined terms used in this Amendment Letter, but not defined herein, shall have the meanings ascribed thereto in the Severance Agreement.

By your signature below, you and the Company agree that, solely upon your termination without Cause occurring during the Enhanced Severance Period and outside of a Change in Control Period:

(a)the amount of cash severance payable under Section 2(a)(i) of your Severance Agreement shall be twelve (12) months of your then-current base salary;

(b)the amount of cash severance payable under Section 2(a)(ii) of your Severance Agreement shall be 100% of your target annual bonus for the performance year in which such termination occurs (the “Bonus Severance”);

(c)the number of months of COBRA premiums payable under Section 2(b)(i) of your Severance Agreement shall be twelve (12) months;

(d)the vesting of each of your New Hire Grant and One-Year RSU Grant, as referenced in your offer letter with the Company dated May 19, 2022 (your “Recent Grants”) will accelerate as to the number of shares subject to each such award that would have become vested, in the ordinary course, within the first twelve (12) months following your termination date, provided that the foregoing vesting acceleration shall not apply to Performance Awards, which will accelerate as set forth in the terms of the applicable performance-based equity award agreement; and

(e)the vesting of each of your Company Equity Awards (other than the Recent Grants and other than Performance Awards, which will accelerate as set forth in the terms of the applicable performance-based equity award agreement) will accelerate as to the number of shares subject to each such award that would have become vested, in the ordinary course, within the first six (6) months following your termination date;

provided that, the payments and benefits, including vesting acceleration, set forth above shall be in place of, and shall not duplicate, the payments and benefits, including vesting acceleration, provided upon your termination without Cause under Section 2 of your Severance Agreement.

For the avoidance of doubt, you remain eligible for the payments and benefits, including vesting acceleration, upon your termination for Good Reason under Section 2 of your Severance Agreement.

All other terms and conditions of the Severance Agreement, including but not limited to the payment and other conditions set forth in Section 4 thereof, will continue in full force and effect. Your

employment status is and continues to be “at will”. This Amendment Letter shall automatically terminate on June 21, 2023, after which you shall no longer be eligible to receive the payments and benefits set forth herein, but will remain eligible to receive the payments and benefits set forth in the Severance Agreement subject to its terms and conditions.

This Amendment Letter may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page to Amendment Letter Follows]


2

Please sign this Amendment Letter below to indicate your acceptance of these terms and return it to me.

Sincerely,

DocuSign, Inc.

/s/ James Shaughnessy

James Shaughnessy, Chief Legal Officer

June 21, 2022

Date

I have read and understand this Amendment Letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of this Amendment Letter except as specifically set forth herein.

EXECUTIVE

/s/ Inhi Cho Suh

Inhi Cho Suh

June 22, 2022

Date

[Signature Page to Amendment Letter]


3

DOCUSIGN, INC.

Exhibit 99.1

DocuSign Announces Second Quarter Fiscal 2023 Financial Results

San Francisco – September 8, 2022 – DocuSign, Inc. (NASDAQ: DOCU), which offers the world’s #1 e-signature solution as part of the DocuSign agreement platform, today announced results for its fiscal quarter ended July 31, 2022.

“We delivered solid Q2 results, with a strong finish to the first half of the year. These results reflect the focus and dedication of our team on execution during this transition period, with a stronger foundation in place to deliver in the second half of the year. We enter this next phase with a clear set of vital few deliverables for our people initiatives and product roadmap, while driving sustainable and profitable growth at scale,” said Maggie Wilderotter, DocuSign's Interim CEO and Board Chair. “We have a $50 billion market opportunity, an industry leading digital agreement platform, strong market position, and an experienced leadership team. I have total confidence our team will successfully deliver for all stakeholders.”

Second Quarter Financial Highlights

▪Total revenue was $622.2 million, an increase of 22% year-over-year. Subscription revenue was $605.2 million, an increase of 23% year-over-year. Professional services and other revenue was $17.0 million, a decrease of 11% year-over-year.

▪Billings were $647.7 million, an increase of 9% year-over-year.

▪GAAP gross margin was 78% for both periods. Non-GAAP gross margin was 82% for both periods.

▪GAAP net loss per basic and diluted share was $0.22 on 201 million shares outstanding compared to $0.13 on 196 million shares outstanding in the same period last year.

▪Non-GAAP net income per diluted share was $0.44 on 206 million shares outstanding compared to $0.47 on 208 million shares outstanding in the same period last year.

▪Net cash provided by operating activities was $120.9 million compared to $177.7 million in the same period last year.

▪Free cash flow was $105.5 million compared to $161.7 million in the same period last year.

▪Cash, cash equivalents, restricted cash and investments were $1,129.6 million at the end of the quarter.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures and Other Key Metrics.”

Operational and Other Financial Highlights

DocuSign Agreement Cloud 2022 Product Release 2. DocuSign announced new product capabilities, including:

•DocuSign eSignature. Introduced Shared Access, which allows a user to be granted permission to send or manage envelopes on another user’s behalf, and announced enhancements to Bulk Send and Agreement Actions.

•DocuSign eSignature App for Stripe. A new integration that allows account, finance and support teams to view eSignature agreements and Stripe payments side-by-side and launch new agreements right from their Stripe dashboards. Stripe users no longer need to go between the two platforms to complete transactions, support customers, or review transactions.

•DocuSign CLM. Introduced a new CLM Integration within Slack that enables customers to collaborate and move their agreements forward in a more streamlined way. CLM for Slack allows users to navigate the full agreement processes from redlining, to reviews and approvals, using our leading CLM solution without ever leaving the Slack platform. Other CLM enhancements include CLM AI-assisted data capture and a new integration with DocuSign CLM Connector for Coupa.

•DocuSign Notary. Introduced support for notaries seated in two additional U.S. states, New Jersey and Oregon, bringing the total number of states supported by DocuSign Notary to 25.

DOCUSIGN, INC.

Outlook

The company currently expects the following guidance:

▪Quarter ending October 31, 2022 (in millions, except percentages):


Total revenue	$624	to	$628
Subscription revenue	$609	to	$613
Billings	$584	to	$594
Non-GAAP gross margin	79%	to	81%
Non-GAAP operating margin	16%	to	18%
Non-GAAP diluted weighted-average shares outstanding	205	to	210

▪Year ending January 31, 2023 (in millions, except percentages):


Total revenue	$2,470	to	$2,482
Subscription revenue	$2,405	to	$2,417
Billings	$2,550	to	$2,570
Non-GAAP gross margin	79%	to	81%
Non-GAAP operating margin	16%	to	18%
Non-GAAP diluted weighted-average shares outstanding	205	to	210

The company has not reconciled its guidance of non-GAAP financial measures to the corresponding GAAP measures because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation has not been provided.

DOCUSIGN, INC.

Webcast Conference Call Information

The company will host a conference call on September 8, 2022 at 1:30 p.m. PT (4:30 p.m. ET) to discuss its financial results. A live webcast of the event will be available on the DocuSign Investor Relations website at investor.docusign.com. A live dial-in will be available domestically at 877-407-0784 or internationally at 201-689-8560. A replay will be available domestically at 844-512-2921 or internationally at 412-317-6671 until midnight (ET) September 22, 2022 using the passcode 13732324.

About DocuSign

DocuSign helps organizations connect and automate how they prepare, sign, act on, and manage agreements. As part of the DocuSign Agreement Cloud, DocuSign offers eSignature, the world's #1 way to sign electronically on practically any device, from almost anywhere, at any time. Today, over 1.2 million customers and more than a billion users in over 180 countries use the DocuSign Agreement Cloud to accelerate the process of doing business and simplify people's lives.

For more information, visit www.docusign.com, call +1-877-720-2040, or follow @DocuSign on Twitter, LinkedIn, Facebook and Instagram.

Investor Relations:

DocuSign Investor Relations

investors@docusign.com

Media Relations:

DocuSign Corporate Communications

media@docusign.com

Forward-Looking Statements

This press release 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, that are based on our management's beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. Forward-looking statements include all statements that are not historical facts and can be identified by terms 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 in this press release include, among other things, statements under “Outlook” above and any other statements about expected financial metrics, such as revenue, billings, non-GAAP gross margin, non-GAAP diluted weighted-average shares outstanding, and non-financial metrics, such as customer growth, as well as statements related to our expectations regarding our growth. They also include statements about our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations. These statements are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

These risks and uncertainties include, among other things, risks related to our expectations regarding the impact of the coronavirus pandemic (the “COVID-19 pandemic”), including the easing of related regulations and measures as the pandemic and its related effects begin to abate or have abated, on our business, results of operations, financial condition, and future profitability and growth; our expectations regarding the impact of the evolving COVID-19 pandemic on the businesses of our customers, partners and suppliers, and the economy, as well as the macro- and micro-effects of the pandemic and differing levels of demand for our products as our customers’ priorities, resources, financial conditions and economic outlook change; global macro-economic conditions, including the effects of inflation, rising interest rates and market volatility on the global economy; our ability to estimate the size of our total addressable market, and the development of the market for our products, which is new and evolving; our ability to effectively sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers and maintain and expand our existing customer base; our ability to scale and update our platform to respond to customers' needs and rapid technological change; the effects of increased competition in our market and our ability to compete effectively; 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 expand our direct sales force, customer success team and strategic partnerships around

DOCUSIGN, INC.

the world; the impact of any data breaches, cyberattacks or other malicious activity on our technology systems; our ability to identify targets for and execute potential acquisitions; our ability to successfully integrate the operations of businesses we may acquire, and to 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 or other indebtedness; 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 attract large organizations as users; 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; our ability to estimate the size and potential growth of our target market; uncertainties regarding the impact of general economic and market conditions, including as a result of regional and global conflicts or related government sanctions; our ability to successfully implement and maintain new and existing information technology systems, including our ERP system; and our ability to maintain proper and effective internal controls. Additional risks and uncertainties that could affect our financial results are included in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended January 31, 2022 filed on March 25, 2022, our quarterly report on Form 10-Q for the quarter ended July 31, 2022, which we expect to file on September 8, 2022 with the Securities and Exchange Commission (the “SEC”), and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

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 operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income and non-GAAP net income per share: We define these non-GAAP financial measures as the respective GAAP measures, excluding expenses related to stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, acquisition-related expenses, fair value adjustments to strategic investments, executive transition costs, lease-related impairment and lease-related charges, as these costs are not reflective of ongoing operations and, as applicable, other special items. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of the business. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies and over multiple periods. In addition to these exclusions, we subtract an assumed provision for income taxes to calculate non-GAAP net income. We utilize a fixed long-term projected tax rate in our computation of the non-GAAP income tax provision to provide better consistency across the reporting periods. For fiscal 2023, we determined the projected non-GAAP tax rate to be 20% tax rate.

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

DOCUSIGN, INC.

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 is a key metric to measure our periodic performance. 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.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see “Reconciliation of GAAP to Non-GAAP Financial Measures” below.

DOCUSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands, except per share data)	2022		2021		2022		2021
Revenue:
Subscription	$	605,194	$	492,758	$	1,174,445	$	944,693
Professional services and other	16,990		19,086		36,431		36,230
Total revenue	622,184		511,844		1,210,876		980,923
Cost of revenue:
Subscription	107,931		84,455		213,090		162,526
Professional services and other	28,773		29,325		56,030		56,497
Total cost of revenue	136,704		113,780		269,120		219,023
Gross profit	485,480		398,064		941,756		761,900
Operating expenses:
Sales and marketing	323,582		262,372		624,279		501,491
Research and development	126,532		94,651		238,759		180,067
General and administrative	76,456		63,652		139,034		113,690
Total operating expenses	526,570		420,675		1,002,072		795,248
Loss from operations	(41,090)		(22,611)		(60,316)		(33,348)
Interest expense	(1,632)		(1,669)		(3,281)		(3,341)
Interest income and other income (expense), net	1,003		(1,063)		(3,647)		4,974
Loss before provision for income taxes	(41,719)		(25,343)		(67,244)		(31,715)
Provision for income taxes	3,359		158		5,207		2,140
Net loss	$	(45,078)	$	(25,501)	$	(72,451)	$	(33,855)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.22)	$	(0.13)	$	(0.36)	$	(0.17)
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted	200,618		195,996		200,150		195,183

Stock-based compensation expense included in costs and expenses
Cost of revenue—subscription	$	12,994	$	7,539	$	23,607	$	13,557
Cost of revenue—professional services and other	6,478		6,446		11,560		11,980
Sales and marketing	61,218		46,921		108,649		85,057
Research and development	40,978		26,275		73,183		46,737
General and administrative	19,539		12,778		34,931		23,764

DOCUSIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands)	July 31, 2022		January 31, 2022
Assets
Current assets
Cash and cash equivalents	$	637,186	$	509,059
Investments—current	357,539		293,763
Accounts receivable, net	339,528		440,950
Contract assets—current	9,387		12,588
Prepaid expenses and other current assets	79,142		63,236
Total current assets	1,422,782		1,319,596
Investments—noncurrent	133,238		94,938
Property and equipment, net	186,229		184,664
Operating lease right-of-use assets	100,481		126,021
Goodwill	353,326		355,058
Intangible assets, net	81,246		98,816
Deferred contract acquisition costs—noncurrent	322,695		311,835
Other assets—noncurrent	67,349		50,337
Total assets	$	2,667,346	$	2,541,265
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	44,449	$	52,804
Accrued expenses and other current liabilities	90,756		91,377
Accrued compensation	149,761		160,163

Contract liabilities—current	1,073,800		1,029,891
Operating lease liabilities—current	43,479		37,404
Total current liabilities	1,402,245		1,371,639
Convertible senior notes, net—noncurrent	720,677		718,487
Contract liabilities—noncurrent	14,630		16,725
Operating lease liabilities—noncurrent	90,479		126,340
Deferred tax liability—noncurrent	10,323		9,316
Other liabilities—noncurrent	21,861		23,255
Total liabilities	2,260,215		2,265,762

Stockholders’ equity
Common stock	20		20
Treasury stock	(1,648)		(1,532)
Additional paid-in capital	1,968,852		1,720,013
Accumulated other comprehensive loss	(24,446)		(4,809)
Accumulated deficit	(1,535,647)		(1,438,189)
Total stockholders’ equity	407,131		275,503
Total liabilities and stockholders' equity	$	2,667,346	$	2,541,265

DOCUSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands)	2022		2021		2022		2021
Cash flows from operating activities:
Net loss	$	(45,078)	$	(25,501)	$	(72,451)	$	(33,855)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	21,143		20,960		42,444		40,997
Amortization of deferred contract acquisition and fulfillment costs	45,585		32,543		89,575		63,476
Amortization of debt discount and transaction costs	1,198		1,274		2,482		2,593
Non-cash operating lease costs	7,024		6,706		13,466		13,649
Stock-based compensation expense	141,207		99,458		251,930		181,095
Deferred income taxes	2,996		(1,514)		3,068		(1,250)
Other	3,192		8,798		8,099		2,439
Changes in operating assets and liabilities:
Accounts receivable	(38,656)		(34,365)		101,422		38,840

Prepaid expenses and other current assets	323		5,303		(16,028)		(10,367)
Deferred contract acquisition and fulfillment costs	(57,803)		(49,264)		(108,315)		(95,418)
Other assets	204		(2,296)		(7,255)		(3,856)
Accounts payable	18,510		12,150		(4,687)		(9,443)
Accrued expenses and other liabilities	(2,181)		5,942		2,967		17,022
Accrued compensation	9,201		21,001		(14,019)		(13,047)
Contract liabilities	23,102		84,976		41,814		136,624
Operating lease liabilities	(9,088)		(8,502)		(17,347)		(16,233)
Net cash provided by operating activities	120,879		177,669		317,165		313,266
Cash flows from investing activities:
Cash paid for acquisition, net of acquired cash	—		(6,388)		—		(6,388)
Purchases of marketable securities	(166,558)		(88,703)		(296,293)		(185,628)
Sales of marketable securities	—		1,000		—		3,002
Maturities of marketable securities	99,124		75,658		190,179		113,171
Purchases of strategic and other investments	(500)		—		(2,625)		(500)
Purchases of property and equipment	(15,404)		(15,938)		(37,113)		(28,534)
Net cash used in investing activities	(83,338)		(34,371)		(145,852)		(104,877)
Cash flows from financing activities:
Repayments of convertible senior notes	(16)		(25,030)		(16)		(61,714)
Repurchases of common stock	(25,007)		—		(25,007)		—
Payment of tax withholding obligation on net RSU settlement and ESPP purchase	(19,118)		(122,522)		(43,857)		(228,575)
Proceeds from exercise of stock options	8,688		5,202		10,626		11,818
Proceeds from employee stock purchase plan	—		—		24,151		23,167
Net cash used in financing activities	(35,453)		(142,350)		(34,103)		(255,304)
Effect of foreign exchange on cash, cash equivalents and restricted cash	(2,860)		(1,342)		(8,040)		(563)
Net increase (decrease) in cash, cash equivalents and restricted cash	(772)		(394)		129,170		(47,478)
Cash, cash equivalents and restricted cash at beginning of period (1)	639,621		519,252		509,679		566,336
Cash, cash equivalents and restricted cash at end of period (1)	$	638,849	$	518,858	$	638,849	$	518,858

(1) Cash, cash equivalents and restricted cash included restricted cash of $1.7 million and $0.6 million at July 31, 2022 and January 31, 2022.

DOCUSIGN, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

Reconciliation of gross profit and gross margin:


	Three Months Ended July 31,						Six Months Ended July 31,
(in thousands)	2022			2021			2022			2021
GAAP gross profit	$	485,480		$	398,064		$	941,756		$	761,900
Add: Stock-based compensation	19,472			13,985			35,167			25,537
Add: Amortization of acquisition-related intangibles	2,403			3,328			4,807			6,500

Add: Employer payroll tax on employee stock transactions	530			2,121			1,321			4,895
Add: Lease-related impairment and lease-related charges	265			$	—		265			$	—
Non-GAAP gross profit	$	508,150		$	417,498		$	983,316		$	798,832
GAAP gross margin	78		%	78		%	78		%	78		%
Non-GAAP adjustments	4		%	4		%	3		%	3		%
Non-GAAP gross margin	82		%	82		%	81		%	81		%

GAAP subscription gross profit	$	497,263		$	408,303		$	961,355		$	782,167
Add: Stock-based compensation	12,994			7,539			23,607			13,557
Add: Amortization of acquisition-related intangibles	2,403			3,328			4,807			6,500

Add: Employer payroll tax on employee stock transactions	332			971			840			2,413
Add: Lease-related impairment and lease-related charges	194			—			194			—
Non-GAAP subscription gross profit	$	513,186		$	420,141		$	990,803		$	804,637
GAAP subscription gross margin	82		%	83		%	82		%	83		%
Non-GAAP adjustments	3		%	2		%	2		%	2		%
Non-GAAP subscription gross margin	85		%	85		%	84		%	85		%

GAAP professional services and other gross loss	$	(11,783)		$	(10,239)		$	(19,599)		$	(20,267)
Add: Stock-based compensation	6,478			6,446			11,560			11,980

Add: Employer payroll tax on employee stock transactions	198			1,150			481			2,482
Add: Lease-related impairment and lease-related charges	71			—			71			—
Non-GAAP professional services and other gross loss	$	(5,036)		$	(2,643)		$	(7,487)		$	(5,805)
GAAP professional services and other gross margin	(69)		%	(54)		%	(54)		%	(56)		%
Non-GAAP adjustments	39		%	40		%	33		%	40		%
Non-GAAP professional services and other gross margin	(30)		%	(14)		%	(21)		%	(16)		%

DOCUSIGN, INC.

Reconciliation of operating expenses:


	Three Months Ended July 31,						Six Months Ended July 31,
(in thousands)	2022			2021			2022			2021
GAAP sales and marketing	$	323,582		$	262,372		$	624,279		$	501,491
Less: Stock-based compensation	(61,218)			(46,921)			(108,649)			(85,057)
Less: Amortization of acquisition-related intangibles	(2,630)			(3,333)			(5,834)			(6,691)
Less: Employer payroll tax on employee stock transactions	(1,683)			(5,706)			(3,973)			(12,484)

Less: Lease-related impairment and lease-related charges	(886)			—			(886)			—
Non-GAAP sales and marketing	$	257,165		$	206,412		$	504,937		$	397,259
GAAP sales and marketing as a percentage of revenue	52		%	51		%	52		%	51		%
Non-GAAP sales and marketing as a percentage of revenue	41		%	40		%	42		%	40		%

GAAP research and development	$	126,532		$	94,651		$	238,759		$	180,067
Less: Stock-based compensation	(40,978)			(26,275)			(73,183)			(46,737)

Less: Employer payroll tax on employee stock transactions	(868)			(2,752)			(2,401)			(6,928)
Less: Lease-related impairment and lease-related charges	(385)			$	—		(385)			$	—
Non-GAAP research and development	$	84,301		$	65,624		$	162,790		$	126,402
GAAP research and development as a percentage of revenue	20		%	18		%	20		%	18		%
Non-GAAP research and development as a percentage of revenue	14		%	13		%	13		%	13		%

GAAP general and administrative	$	76,456		$	63,652		$	139,034		$	113,690
Less: Stock-based compensation	(19,539)			(12,778)			(34,931)			(23,764)
Less: Acquisition-related expenses	—			(221)			—			(387)
Less: Employer payroll tax on employee stock transactions	(304)			(1,006)			(789)			(3,561)
Less: Executive transition costs	(1,804)			—			(1,804)			—
Less: Lease-related impairment and lease-related charges	(292)			(3,892)			(292)			(3,892)
Non-GAAP general and administrative	$	54,517		$	45,755		$	101,218		$	82,086
GAAP general and administrative as a percentage of revenue	13		%	13		%	11		%	12		%
Non-GAAP general and administrative as a percentage of revenue	9		%	9		%	8		%	8		%

Reconciliation of income (loss) from operations and operating margin:


	Three Months Ended July 31,						Six Months Ended July 31,
(in thousands)	2022			2021			2022			2021
GAAP loss from operations	$	(41,090)		$	(22,611)		$	(60,316)		$	(33,348)
Add: Stock-based compensation	141,207			99,959			251,930			181,095
Add: Amortization of acquisition-related intangibles	5,033			6,661			10,641			13,191
Add: Employer payroll tax on employee stock transactions	3,385			11,585			8,484			27,868
Add: Acquisition-related expenses	—			221			—			387
Add: Executive transition costs	1,804			—			1,804			—
Add: Lease-related impairment and lease-related charges	1,828			3,892			1,828			3,892
Non-GAAP income from operations	$	112,167		$	99,707		$	214,371		$	193,085
GAAP operating margin	(7)		%	(4)		%	(5)		%	(3)		%
Non-GAAP adjustments	25		%	23		%	23		%	23		%
Non-GAAP operating margin	18		%	19		%	18		%	20		%

DOCUSIGN, INC.

Reconciliation of net income (loss) and net income (loss) per share, basic and diluted:


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands, except per share data)	2022		2021		2022		2021
GAAP net loss	$	(45,078)	$	(25,501)	$	(72,451)	$	(33,855)
Add: Stock-based compensation	141,207		99,959		251,930		181,095
Add: Amortization of acquisition-related intangibles	5,033		6,661		10,641		13,191
Add: Employer payroll tax on employee stock transactions	3,385		11,585		8,484		27,868
Add: Amortization of debt discount and issuance costs	1,198		1,274		2,482		2,593
Less: Fair value adjustments to strategic investments	(89)		(151)		(429)		(5,270)
Add: Acquisition-related expenses	—		221		—		387
Add: Executive transition costs	1,804		—		1,804		—
Add: Lease-related impairment and lease-related charges	1,828		3,892		1,828		3,892
Add: Income tax effect of non-GAAP adjustments (1)	$	(19,171)	$	—	(36,692)		—
Non-GAAP net income	$	90,117	$	97,940	$	167,597	$	189,901

Numerator:
Non-GAAP net income	$	90,117	$	97,940	$	167,597	$	189,901
Add: Interest expense on convertible senior notes	46		61		29		97
Non-GAAP net income attributable to common stockholders, diluted	$	90,163	$	98,001	$	167,626	$	189,998

Denominator:
Weighted-average common shares outstanding, basic	200,618		195,996		200,150		195,183
Effect of dilutive securities	5,024		12,154		5,666		12,811
Non-GAAP weighted-average common shares outstanding, diluted	205,642		208,150		205,816		207,994

GAAP net loss per share, basic and diluted	$	(0.22)	$	(0.13)	$	(0.36)	$	(0.17)
Non-GAAP net income per share, basic	0.45		0.50		0.84		0.97
Non-GAAP net income per share, diluted	0.44		0.47		0.81		0.91

(1) Represents the income tax adjustment using our estimated non-GAAP tax rate of 20%. Estimating a non-GAAP tax rate of 20%, the income tax effect of non-GAAP adjustments was $19.5 million for the three months ended July 31, 2021, and $36.3 million for the six months ended July 31, 2021.

Computation of free cash flow:


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands)	2022		2021		2022		2021
Net cash provided by operating activities	$	120,879	$	177,669	$	317,165	$	313,266
Less: Purchases of property and equipment	(15,404)		(15,938)		(37,113)		(28,534)
Non-GAAP free cash flow	$	105,475	$	161,731	$	280,052	$	284,732
Net cash used in investing activities	$	(83,338)	$	(34,371)	$	(145,852)	$	(104,877)
Net cash used in financing activities	$	(35,453)	$	(142,350)	$	(34,103)	$	(255,304)

DOCUSIGN, INC.

Computation of billings:


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands)	2022		2021		2022		2021
Revenue	$	622,184	$	511,844	$	1,210,876	$	980,923
Add: Contract liabilities and refund liability, end of period	1,094,939		939,826		1,094,939		939,826
Less: Contract liabilities and refund liability, beginning of period	(1,074,460)		(857,969)		(1,049,106)		(800,940)
Add: Contract assets and unbilled accounts receivable, beginning of period	18,756		19,737		18,273		21,021
Less: Contract assets and unbilled accounts receivable, end of period	(13,695)		(18,067)		(13,695)		(18,067)


Non-GAAP billings	$	647,724	$	595,371	$	1,261,287	$	1,122,763