Form 8-K

8-K — CrowdStrike Holdings, Inc.

Accession: 0001104659-26-076376

Filed: 2026-06-22

Period: 2026-06-17

CIK: 0001535527

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2618192d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2618192d1_ex3-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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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):

June 17, 2026

CrowdStrike

Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38933

45-3788918

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

206

E. 9th Street

Suite 1400

Austin, Texas 78701

(Address

of principal executive office, including zip code)

Registrant’s telephone number, including

area code: (888)

512-8906

Not Applicable

(Former name or former address, if changed since last report)

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 Instruction

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(s)

Name

of each exchange on which registered

Class A common stock, $0.0005 par value

CRWD

The Nasdaq Stock Market LLC

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 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

As described in Item 5.07

below, the stockholders of CrowdStrike Holdings, Inc. (the “Company”) approved, upon the recommendation of the Company’s

Board of Directors, an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation at the Annual

Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026 to limit the liability of certain officers to the fullest

extent permitted by the General Corporation Law of the State of Delaware (the “Amendment and Restatement”), as described in

more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5,

2026 (the “Proxy Statement”). On June 22, 2026, the Company filed an Amended and Restated Certificate of Incorporation

of the Company (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware,

which became effective immediately upon its filing.

The foregoing description

does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate

of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

The Company held the Annual

Meeting on June 17, 2026. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act

of 1934, as amended. At the close of business on April 24, 2026, the record date for the Annual Meeting, there were 254,536,521 shares

of Class A common stock outstanding and entitled to vote. Holders of Class A common stock were entitled to one vote per share

on each proposal.

At the Annual Meeting, the

Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement.

The number of votes cast with respect to each proposal was as indicated below:

1. Election of Class I Directors. The following nominees were elected to serve as Class I

directors until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified,

or, if sooner, until the director’s death, resignation or removal, based on the following results of voting:

Nominee

Votes For

Votes Withheld

Broker Non-

Votes

Johanna Flower

131,014,818

39,026,380

39,947,114

Denis J. O’Leary

104,319,861

65,721,337

39,947,114

2. Ratification of Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers

LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027 was ratified

based on the following results of voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

207,551,102

1,434,320

1,002,890

N/A

3. Approval of an Amendment and Restatement of Our Amended and Restated Certificate of Incorporation to

Limit Officer Liability as Permitted by Delaware Law. The Amendment and Restatement was approved based on the following results of

voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

144,387,962

24,713,003

940,233

39,947,114

4. Ratification, on an Advisory Basis, of Supermajority Voting Provisions in Our Amended and Restated

Certificate of Incorporation and Amended and Restated Bylaws. The supermajority voting provisions were not ratified, on an advisory

basis, based on the following results of voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

24,034,816

144,942,474

1,063,908

39,947,114

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description of Exhibit

3.1

Amended and Restated Certificate

of Incorporation of CrowdStrike Holdings, Inc., dated June 22, 2026

104

Cover Page Interactive

Data File - the cover page XBRL tags are 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 hereunto duly authorized.

CrowdStrike Holdings, Inc.

Date: June 22, 2026

/s/ Burt W. Podbere

Burt W. Podbere

Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2618192d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CROWDSTRIKE HOLDINGS, INC.

CrowdStrike Holdings, Inc., a corporation

organized under the laws of Delaware, hereby certifies as follows:

1.            The

name of the corporation is CrowdStrike Holdings, Inc. The original Certificate of Incorporation of the corporation was filed with

the Secretary of State of the State of Delaware on November 7, 2011.

2.            This

Amended Restated Certificate of Incorporation (as amended and/or restated from time to time, this “Amended and Restated Certificate”),

which restates and integrates, and also further amends, the prior Amended and Restated Certificate of Incorporation of the corporation

(as heretofore amended, the “Prior Certificate”), was duly adopted in accordance with Sections 242 and 245 of

the General Corporation Law of the State of Delaware.

3.            The

text of the Prior Certificate is hereby amended and restated in its entirety as follows:

Article I

NAME

The name of the corporation is CrowdStrike Holdings, Inc.

(the “Corporation”).

Article II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation

in the State of Delaware is 251 Little Falls Drive, Wilmington, in the county of New Castle, Delaware 19808. The name of the registered

agent of the Corporation at such address is Corporation Service Company.

Article III

PURPOSE AND POWERS

The purpose of the Corporation is to engage in

any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware

General Corporation Law”).

Article IV

CAPITAL STOCK

1.            Authorized

Shares. The total number of shares of stock that the Corporation shall have authority to issue is 2,400,000,000, consisting

of (a) 2,300,000,000 shares of Common Stock, par value $0.0005 per share (the “Common Stock”), 2,000,000,000

shares of which are designated Class A Common Stock, par value $0.0005 per share (the “Class A Common Stock”)

and 300,000,000 shares of which are designated Class B Common Stock, par value $0.0005 per share (the “Class B Common

Stock”), and (b) 100,000,000 shares of Preferred Stock, par value $0.0005 per share (the “Preferred Stock”).

2.            Preferred

Stock. The Board of Directors is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may

otherwise be provided by the terms of any class or series of Preferred Stock then outstanding), to authorize by resolution or resolutions

from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and

relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect

to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase or decrease

the number of shares of any such class or series to the extent permitted by the Delaware General Corporation Law.

3.            Common

Stock.

The rights, powers, preferences, privileges, restrictions

and other matters relating to the Common Stock are as follows:

3.1            Identical

Rights. Except as otherwise expressly provided in this Amended and Restated Certificate or required by applicable law, shares of Class A

Common Stock and Class B Common Stock shall have the same rights and powers (including as to dividends and distributions, and any

liquidation, dissolution or winding up of the Corporation but excluding voting and other matters as described in Article IV, Section ‎3.2

‎below), share ratably and be identical in all respects as to all matters, including:

(a)            Subject

to the prior rights of holders of any classes and series of stock at the time outstanding having prior rights as to dividends, the holders

of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation

legally available therefor, such dividends as may be declared from time to time by the Board of Directors. Any dividends paid to the holders

of shares of Common Stock shall be paid pro rata to the holders of the Class A Common Stock and Class B Common Stock, on an

equal priority, pari passu basis.

(b)            The

Corporation shall not declare or pay any dividend or make any other distribution to the holders of Common Stock payable in securities

of the Corporation unless the same dividend or distribution with the same record date and payment date shall be declared and paid on all

shares of Common Stock; provided, however, that (i) dividends or other distributions payable in shares of Class A Common Stock

or rights to acquire shares of Class A Common Stock may be declared and paid to the holders of Class A Common Stock without

the same dividend or distribution being declared and paid to the holders of Class B Common Stock if, and only if, a dividend payable

in shares of Class B Common Stock, or rights to acquire shares of Class B Common Stock, are declared and paid to the holders

of Class B Common Stock at the same rate and with the same record date and payment date and (ii) dividends or other distributions

payable in shares of Class B Common Stock or rights to acquire shares of Class B Common Stock may be declared and paid to the

holders of Class B Common Stock without the same dividend or distribution being declared and paid to the holders of Class A

Common Stock if, and only if, a dividend payable in shares of Class A Common Stock, or rights to acquire shares of Class A Common

Stock, are declared and paid to the holders of Class A Common Stock at the same rate and with the same record date and payment date;

and for the avoidance of doubt, nothing in this paragraph ‎(b) shall prevent the Corporation from declaring and

paying dividends or other distributions payable in shares of one class of Common Stock or rights to acquire one class of Common Stock

to holders of all classes of Common Stock.

the Corporation in any manner reclassifies, subdivides or combines the outstanding shares of Class A Common Stock or Class B

Common Stock, then the outstanding shares of all Common Stock will be concurrently therewith be proportionately reclassified, subdivided

or combined in a manner that maintains the same proportionate equity ownership and voting rights between the holders of the outstanding

shares of Class A Common Stock and the holders of the outstanding shares of Class B Common stock on the record date for such

reclassification, subdivision or combination.

3.2            Voting

Rights.

(a)            Common

Stock.

(i)            Class A

Common Stock. Each holder of shares of Class A Common Stock will be entitled to one vote for each share thereof held at the record

date for the determination of the stockholders entitled to vote on such matters.

(ii)           Class B

Common Stock. Each holder of shares of Class B Common Stock will be entitled to ten votes for each share thereof held at the record

date for the determination of the stockholders entitled to vote on such matters.

(b)            General.

Except as otherwise provided in this Amended and Restated Certificate or as required by law, the holders of Class A Common Stock

and the holders of Class B Common Stock will vote together as a single class and not as separate series or classes; provided, however,

that, except as otherwise required by the Delaware General Corporation Law or other applicable law, holders of shares of Common Stock,

as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any certificate of designations

relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes or series of Preferred

Stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other

such classes or series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating

to any class or series of Preferred Stock) or pursuant to the Delaware General Corporation Law.

Shares. The number of authorized shares of Common Stock or any class or series thereof may be increased or decreased (but not below

(i) the number of shares of Common Stock or, in the case of a class or series of Common Stock, such class or series, then outstanding

plus (ii) with respect to Class A Common Stock, the number of shares reserved for issuance pursuant to Article IV, Section ‎3.4(e))

by the affirmative vote of the holders of a majority of the voting power of Class A Common Stock and Class B Common Stock, voting

together as a single class, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law; provided,

that the number of authorized shares of Class B Common Stock shall not be increased without the affirmative vote of the holders of

a majority of the outstanding shares of Class B Common Stock, voting as a separate class.

3.3            Liquidation

Rights.

(a)            In

the event of a Liquidation Event, subject to the rights of any Preferred Stock that may then be outstanding, and subject to Article IV,

Section 3.3‎(c), the assets of the Corporation legally available for distribution to stockholders shall be distributed

on an equal priority, pro rata basis to the holders of Class A Common Stock and Class B Common Stock.

(b)            Subject

to Article IV, Section 3.3‎(c), any merger or consolidation of the Corporation with or into any other entity,

that is not a Liquidation Event, shall require approval of the affirmative vote of the holders of a majority of the outstanding shares

of Class A Common Stock entitled to vote thereon and by the affirmative vote of the holders of a majority of the outstanding shares

of Class B Common Stock entitled to vote thereon, each voting separately as a class, unless (i) the shares of Class A Common

Stock and Class B Common Stock outstanding immediately prior to such merger or consolidation are treated equally, identically and

ratably, on a per share basis, including whether such shares remain outstanding with respect to any consideration into which such shares

are converted or any consideration paid or otherwise distributed to stockholders of the Corporation in respect thereof; and (ii) such

shares are converted on a pro rata basis into shares of the surviving entity or its Parent in such transaction having substantially identical

rights, powers and privileges to the shares of Class A Common Stock and Class B Common Stock in effect immediately prior to

such merger or consolidation, respectively.

anything to the contrary contained in this Article IV, Section 3.3, (i) consideration to be paid or received by a holder

of Common Stock in connection with any Liquidation Event or any merger or consolidation of the Corporation with or into any entity pursuant

to any employment, consulting, severance or similar services arrangement shall not be deemed to be a “distribution to stockholders”

for the purpose of this Article IV, Section 3.3; and (ii) holders of shares of Class A Common Stock and holders of

shares of Class B Common Stock may receive, or have the right to elect to receive, different or disproportionate consideration in

connection with such Liquidation Event or such merger or consolidation of the Corporation, if the only difference in the per share consideration

to the holders of Class A Common Stock and Class B Common Stock is that any securities distributed to the holder of a share

of Class B Common Stock have a greater number of votes per share (but in no event greater than ten (10) times) the voting power

of any securities distributed to the holder of a share of Class A Common Stock.

3.4            Conversion

of the Class B Common Stock. The Class B Common Stock will be convertible into Class A Common Stock as follows:

(a)            Each

share of Class B Common Stock will automatically convert into one fully paid and nonassessable share of Class A Common Stock

on the Final Conversion Date.

(b)            With

respect to any holder of Class B Common Stock, each share of Class B Common Stock held by such holder will automatically be

converted into one fully paid and nonassessable share of Class A Common Stock, as follows:

(i)            on

the affirmative written election of such holder or, if later, at the time or the happening of a future event specified in such written

election (which election may be revoked by such holder prior to the date on which the automatic conversion would otherwise occur unless

otherwise specified by such holder);

(ii)           on

the occurrence of a Transfer of such share of Class B Common Stock, other than a Permitted Transfer; or

(iii)          with

respect to Class B Common Stock held by a holder who is a natural person (other than the Founder), or a Permitted Transferee or Permitted

Entity of such natural person, upon the death of such natural person.

The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Class B Common Stock

to Class A Common Stock and the general administration of this dual class stock structure, including the issuance of stock certificates

with respect thereto, as it may deem necessary or advisable, and may from time to time request that holders of shares of Class B

Common Stock furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Class B

Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Corporation as to

whether or not a Transfer has occurred and results in a conversion to Class A Common Stock shall be conclusive and binding.

(d)            Immediate

Effect. In the event of and upon a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant

to Article IV, Section 3.4(b)(ii) or Section 3.4(b)(iii), such conversion shall be deemed effective at the time that

the Transfer or death, as applicable, occurred, and in the event of an upon a conversion of shares of Class B Common Stock to shares

of Class A Common Stock pursuant to Article IV, Section 3.4(a), such conversion shall be deemed effective immediately upon

the Final Conversion Date, subject in all cases to any transition periods specifically provided for in this Amended and Restated Certificate.

Upon any conversion of Class B Common Stock to Class A Common Stock in accordance with this Amended and Restated Certificate,

all rights of the holder of Class B Common Stock shall cease and the person or persons in whose names or names the certificate or

certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become

the record holder or holders of such shares of Class A Common Stock.

(e)            Reservation

of Stock Issuable Upon Conversion. The Corporation will at all times reserve and keep available out of its authorized but unissued

shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock,

such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding

shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock will

not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Corporation will take such

corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common

Stock to such number of shares as will be sufficient for such purpose.

(f)            No

Reissuance of Class B Common Stock. No share or shares of Class B Common Stock acquired by the Corporation by reason of

redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the

shares that the Corporation shall be authorized to issue.

3.5            Class B

Protective Provisions. Prior to the Final Conversion Date, the Corporation shall not, without the prior affirmative vote of the holders

of two-thirds the outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required

by applicable law or this Amended and Restated Certificate:

(a)            directly

or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend or repeal, or adopt any provision

of this Amended and Restated Certificate inconsistent with, or otherwise alter, any provision of this Amended and Restated Certificate

that modifies the voting, conversion or other rights, powers, preferences, privileges or restrictions of the Class B Common Stock;

(b)            reclassify

any outstanding shares of Class A Common Stock into shares having (i) rights as to dividends or liquidation that are senior

to the Class B Common Stock or (ii) the right to have more than one (1) vote for each share thereof, except as required

by law;

any shares of Class B Common Stock (other than shares of Class B Common Stock originally issued by the Corporation after the

IPO Date pursuant to the exercise or conversion of options or warrants or settlement of RSUs that, in each case, are outstanding as of

the IPO Date); or

(d)            authorize,

or issue any shares of, any class or series of capital stock of the Corporation having the right to more than (1) vote for each share

thereof.

4.            Definitions.

For purposes of this ‎Article IV, the following definitions apply:

4.1            “Amended

and Restated Certificate” means this Amended and Restated Certificate of Incorporation of the Corporation, as may be amended.

4.2            “Disability”

or “Disabled” means the permanent and total disability of the Founder such that the Founder is unable to engage

in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result

in death within 12 months or which has lasted or can be expected to last for a continuous period of not less than 12 months as determined

by a licensed medical practitioner jointly selected by a majority of the Independent Directors and the Founder. If the Founder is incapable

of selecting a licensed physician, then the Founder’s spouse shall make the selection on behalf of the Founder, or in the absence

or incapacity of the Founder’s spouse, the Founder’s adult children by majority vote shall make the selection on behalf of

the Founder, or in the absence of adult children of the Founder or their inability to act by majority vote, a natural person then acting

as the successor trustee of a revocable living trust which was created by the Founder and which holds more shares of all classes of capital

stock of the Corporation than any other revocable living trust created by the Founder shall make the selection on behalf of the Founder,

or in absence of any such successor trustee, the legal guardian or conservator of the estate of the Founder shall make the selection on

behalf of the Founder.

4.3            “Effective

Date” means the date that this Amended and Restated Certificate is accepted for filing by the Secretary of State of the

State of Delaware.

4.4            “Final

Conversion Date” means the earliest to occur of:

(a)            the

date specified by the holders of two-thirds of the then outstanding shares of Class B Common Stock, voting as a separate class;

(b)            the

first date on which the number of outstanding shares of Class B Common Stock represents less than 5% of the aggregate number of outstanding

shares of Class A Common Stock and Class B Common Stock, taken together as a single class; provided that shares of Class A

Common Stock issued after the IPO Date in connection with any acquisition by the Corporation or any of its subsidiaries of the securities,

business, technology, property or other assets of another person or entity or in connection with the entry by the Corporation or any of

its subsidiaries into any joint venture, commercial relationship or other strategic transaction (any such shares of Class A Common

Stock, “Acquisition Securities”) shall not be considered to be “outstanding” for the purposes of

this Section 4.4(b); provided further that a determination by the Board of Directors as to whether shares of Class A

Common Stock constitute Acquisition Securities shall be conclusive and binding; or

date that is nine months after the death or Disability of the Founder; provided, that such date may be extended (but not for a total period

of longer than eighteen (18) months from the date of such death or Disability) to a date approved by a majority of the Independent Directors

then in office. From the time of the death or Disability of the Founder until the Final Conversion Date, Voting Control over the Founder’s

shares (including shares held of record by the Founder’s Permitted Entities and Permitted Transferees) shall be exercised in accordance

with any proxy or voting agreement entered into in accordance with Article IV, Section ‎4.17(d) of this

Amended and Restated Certificate or, if no such proxy or voting agreement is in place at the time of such death or Disability, a person

(including a person serving as trustee) previously designated by the Founder and approved by the Board of Directors may exercise Voting

Control over the Founder’s shares (including shares held of record by the Founder’s Permitted Entities and Permitted Transferees)

of Class B Common Stock.

4.5            “Founder”

means George Kurtz.

4.6            “Identified

Fund Stockholder” means each of (i) Accel (as defined in Article IX, Section 6.1 of this Amended and Restated

Certificate), (ii) CapitalG LP and CapitalG 2015 LP (together with their successors), and (iii) Warburg Pincus (as defined in

Article IX, Section 6.5 of this Amended and Restated Certificate).

4.7            “Identified

Fund Stockholder Permitted Entity” of an Identified Fund Stockholder means an investment fund that is managed or advised

by the manager or advisor of such Identified Fund Stockholder.

4.8            “Independent

Directors” means the members of the Board of Directors designated as independent directors in accordance with the Listing

Standards.

4.9            “IPO

Date” means the first date that shares of a class of the Corporation’s capital stock have been listed for trading

on the New York Stock Exchange, the Nasdaq Stock Market or any successor markets or exchanges (each, a “Securities Exchange”).

4.10            “Liquidation

Event” means any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary.

4.11            “Listing

Standards” means (i) the requirements of any national stock exchange under which the Corporation’s equity securities

are listed for trading that are generally applicable to companies with common equity securities listed thereon or (ii) if the Corporation’s

equity securities are not listed for trading on a national stock exchange, the requirements of the New York Stock Exchange generally applicable

to companies with equity securities listed thereon.

4.12            “Parent”

of an entity means any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of

such entity.

4.13            “Permitted

Entity” means, with respect to any Qualified Stockholder, any trust, account, plan, corporation, partnership, limited liability

company or charitable organization, foundation or similar entity specified in Article IV, Section ‎4.14(b) with

respect to such Qualified Stockholder, so long as such Permitted Entity meets the requirements of the exception set forth in Article IV,

Section ‎4.14 ‎‎applicable to such Permitted Entity.

4.14            “Permitted

Transfer” means any of the following:

(a)            any

Transfer of a share of Class B Common Stock from the Founder, from the Founder’s Permitted Entities or from the Founder’s

Permitted Transferees, to the Founder’s estate or heirs as a result of the Founder’s death; provided that any Voting Control

following the Founder’s death is exercised in accordance with a proxy or voting agreement entered into in compliance with the provisions

set forth in Article IV, Section ‎4.17(d) hereof; and

(b)            any

Transfer of a share of Class B Common Stock by a Qualified Stockholder to any of the Permitted Entities listed below and from any

of the Permitted Entities listed below to such Qualified Stockholder or to such Qualified Stockholder’s other Permitted Entities:

(i)            a

trust for the benefit of such Qualified Stockholder or persons other than the Qualified Stockholder so long as a Qualified Stockholder

has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust; provided

such transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust)

to the holder of shares of Class B Common Stock; provided that in the event a Qualified Stockholder no longer has sole dispositive

power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each such share of Class B

Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable share of Class A

Common Stock;

(ii)           a

trust under the terms of which a Qualified Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of

the Internal Revenue Code or a reversionary interest so long as a Qualified Stockholder has sole dispositive power and exclusive Voting

Control with respect to the shares of Class B Common Stock held by such trust; provided, however, that in the event a Qualified Stockholder

no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such

trust, each such share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and

nonassessable share of Class A Common Stock;

(iii)          an

Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock

bonus or other type of plan or trust of which such Qualified Stockholder is a participant or beneficiary and which satisfies the requirements

for qualification under Section 401 of the Internal Revenue Code; provided that in each case such Qualified Stockholder has sole

dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust,

and provided, further, that in the event the Qualified Stockholder no longer has sole dispositive power and exclusive Voting Control with

respect to the shares of Class B Common Stock held by such account, plan or trust, each such share of Class B Common Stock then

held by such account, plan or trust shall automatically convert into one (1) fully paid and nonassessable share of Class A Common

Stock;

(iv)          a

corporation in which such Qualified Stockholder directly, or indirectly through one or more Permitted Entities, owns shares with sufficient

Voting Control in the corporation, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive

power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation; provided that in

the event the Qualified Stockholder no longer owns sufficient shares or no longer has sufficient legally enforceable rights to ensure

the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common

Stock held by such corporation, each such share of Class B Common Stock then held by such corporation shall automatically convert

into one (1) fully paid and nonassessable share of Class A Common Stock;

(v)           a

partnership in which such Qualified Stockholder directly, or indirectly through one or more Permitted Entities, owns partnership interests

with sufficient Voting Control in the partnership, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains

sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such partnership;

provided that in the event the Qualified Stockholder no longer owns sufficient partnership interests or no longer has sufficient legally

enforceable rights to ensure the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the

shares of Class B Common Stock held by such partnership, each such share Class B Common Stock then held by such partnership

shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock;

(vi)          a

limited liability company in which such Qualified Stockholder directly, or indirectly through one or more Permitted Entities, owns membership

interests with sufficient Voting Control in the limited liability company, or otherwise has legally enforceable rights, such that the

Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock

held by such limited liability company; provided that in the event the Qualified Stockholder no longer owns sufficient membership interests

or no longer has sufficient legally enforceable rights to ensure the Qualified Stockholder to retain sole dispositive power and exclusive

Voting Control with respect to the shares of Class B Common Stock held by such limited liability company, each such share of Class B

Common Stock then held by such limited liability company shall automatically convert into one (1) fully paid and nonassessable share

of Class A Common Stock;

(vii)         any

charitable organization, foundation or similar entity established by a Qualified Stockholder directly, or indirectly through one or more

Permitted Entities, so long as such Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the

shares of Class B Common Stock held by such entity; provided such Transfer does not involve any payment of cash, securities, property

or other consideration (other than an interest in such entity) to such Qualified Stockholder; provided, further, that in the event a Qualified

Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock

held by such entity, each share of Class B Common Stock then held by such entity shall automatically convert into one (1) fully

paid and nonassessable share of Class A Common Stock; or

(viii)        in

the case of a Qualified Stockholder that is an Identified Fund Stockholder, any Transfer of a share of Class B Common Stock by such

Identified Fund Stockholder to any Identified Fund Stockholder Permitted Entity, and any transfer of a share of Class B Common Stock

by an Identified Fund Stockholder Permitted Entity of an Identified Fund Stockholder to any other Identified Fund Stockholder Permitted

Entity of such Identified Fund Stockholder; provided, that in the event that such transferee is no longer an Identified Fund Stockholder

Permitted Entity of such Identified Fund Stockholder, each share of Class B Common Stock then held by such Identified Fund Stockholder

Permitted Entity shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock.

For the avoidance of doubt, to the extent any shares

are deemed to be held by a trustee of a trust described in Article IV, Section ‎‎4.14(b)(i) ‎or (ii) above,

the Transfer shall be a Permitted Transfer and the trustee shall be deemed a Permitted Entity so long as the other requirements of Article IV,

Section 4.14(b)(i) or (ii) above are otherwise satisfied.

4.15            “Permitted

Transferee” means a transferee of shares of Class B Common Stock, or rights or interests therein, received in a Transfer

that constitutes a Permitted Transfer.

4.16            “Qualified

Stockholder” means (a) any registered holder of a share of Class B Common Stock immediately after the IPO Date;

(b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after

the IPO Date pursuant to the exercise or conversion of options or warrants or settlement of restricted stock units (“RSUs”)

that, in each case, are outstanding as of the IPO Date; (c) a Permitted Transferee; and (d) the initial registered holder of

any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date in compliance with this Amended

and Restated Certificate.

4.17            “Transfer”

of a share of Class B Common Stock means any direct or indirect sale, assignment, transfer, conveyance, hypothecation or other transfer

or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary

or by operation of law (including by merger, consolidation or otherwise) after 11:59 p.m. Eastern Time on the IPO Date, including,

without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a

corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control

(as defined below) over such share by proxy or otherwise. A “Transfer” will also be deemed to have occurred

with respect to all shares of Class B Common Stock beneficially held by an entity that is a Qualified Stockholder, if after 11:59

p.m. Eastern Time on the IPO Date there is a Transfer on a cumulative basis of a majority of the voting power of the voting securities

of such entity or any direct or indirect Parent of such entity, such that the previous holders of such voting power no longer retain Voting

Control with respect to the shares of Class B Common Stock held by such entity. Notwithstanding the foregoing, the following will

not be considered a “Transfer”:

(a)            granting

a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be

taken at an annual or special meeting of stockholders or in connection with any action by written consent of the stockholders solicited

by the Board of Directors;

(b)            entering

into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B

Common Stock, which voting trust, agreement or arrangement (i) is disclosed either in a Schedule 13D filed with the Securities and

Exchange Commission or in writing to the Secretary of the Corporation, (ii) either has a term not exceeding one year or is terminable

by the holder of the shares subject thereto at any time and (iii) does not involve any payment of cash, securities, property or other

consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;

shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan

or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however,

that a foreclosure on such shares or other similar action by the pledgee will constitute a “Transfer” unless such foreclosure

or similar action qualifies as a “Permitted Transfer” at such time;

(d)            granting

a proxy by the Founder, the Founder’s Permitted Entities or the Founder’s Permitted Transferees to a person designated by

the Founder and approved by a majority of the Independent Directors then in office, to exercise Voting Control of shares of Class B

Common Stock owned directly or indirectly, beneficially and of record, by the Founder, the Founder’s Permitted Entities the Founder’s

Permitted Transferees, the Founder’s estate or the Founder’s heirs, or over which the Founder has Voting Control pursuant

to proxy or voting agreements then in place, effective either (i) on the death of the Founder or (ii) during any Disability

of the Founder, including the exercise of such proxy by such person;

(e)            granting

a proxy to, or entering into a voting arrangement with, the Founder to exercise Voting Control of shares of Class B Common Stock

owned directly or indirectly, beneficially and of record by any holder of Class B Common Stock in a form approved by a majority of

the Independent Directors then in office;

(f)            entering

into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, with a broker or other nominee;

provided, however, that a sale of such shares of Class B Common Stock pursuant to such plan shall constitute a “Transfer”

at the time of such sale;

(g)            the

fact that the spouse of any Qualified Stockholder possesses or obtains an interest in such holder’s shares of Class B Common

Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance

shall exist or have occurred that constitutes a “Transfer”; and

(h)            entering

into a support, voting, tender or similar agreement, arrangement or understanding (with or without granting a proxy) in connection with

a Liquidation Event, provided that such Liquidation Event was approved by a majority of the Independent Directors then in office.

4.18            “Voting

Control” means, with respect to a share of capital stock or other security, the power (whether exclusive or shared) to vote

or direct the voting of such security, including by proxy, voting agreement or otherwise.

Article V

BYLAWS

The Board of Directors shall have the power to

adopt, amend or repeal the bylaws of the Corporation. Prior to the Final Conversion Date, the stockholders may adopt, amend or repeal

the bylaws of the Corporation only with the affirmative vote of the holders of not less than a majority of the total voting power of the

capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class. After

the Final Conversion Date, the stockholders may adopt, amend or repeal the bylaws of the Corporation only with the affirmative vote of

the holders of not less than two-thirds of the total voting power of the capital stock of the Corporation then entitled to vote generally

in the election of directors, voting together as a single class.

Article VI

BOARD OF DIRECTORS

1.            Board

Power. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2.            Board

Size. The number of directors which shall constitute the Board of Directors shall be fixed exclusively by one or more resolutions

adopted from time to time solely by the affirmative vote of a majority of the Board of Directors.

3.            Board

Structure. From and after the Effective Date, the directors, other than any who may be elected by the holders of any series of Preferred

Stock under specified circumstances, shall be divided into three classes, designated Class I, Class II and Class III. Each

class shall consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board of Directors.

The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification

becomes effective. Each director shall serve for a term ending on the date of the third annual meeting of stockholders next following

the annual meeting at which such director was elected; provided that the directors initially designated as Class I directors shall

serve for a term ending on the first regularly-scheduled annual meeting of stockholders following the Effective Date, the directors initially

designated as Class II directors shall serve for a term ending on the second regularly-scheduled annual meeting of stockholders following

the Effective Date, and directors initially designated as Class III directors shall serve for a term ending on the third regularly-scheduled

annual meeting of stockholders following the Effective Date. Notwithstanding the foregoing, each director shall hold office until such

director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal.

If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned

among the classes as to make all classes as nearly equal in number as is practicable. No decrease in the number of directors constituting

the Board of Directors shall shorten the term of any incumbent director.

4.            Removal;

Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships

resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the

directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office

for a term that shall coincide with the term of the Class to which such director shall have been elected. No director may be removed

from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting

power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single

class.

5.            Written

Ballot. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

6.            No

Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors.

7.            No

Reliance on the Controlled Company Exemption. At any time during which shares of capital stock of the Corporation are listed for trading

on a Securities Exchange, the Corporation shall not rely upon the exemptions from the Listing Standards available to any company that

constitutes a “controlled company” within the meaning of the Listing Standards, if and to the extent otherwise applicable

to the Corporation.

Article VII

MEETINGS OF STOCKHOLDERS

1.            Annual

Meetings. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction

of such other business as may properly come before the meeting shall be held at such place, on such date, and at such time as the Board

of Directors shall determine.

2.            Special

Meetings. Special meetings of the stockholders may be called only by the (a) Board of Directors acting pursuant to a resolution

adopted by a majority of the Board of Directors, (b) the chairman of the Board of Directors, or (c) the Chief Executive Officer

of the Corporation. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the

right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of such class or series

of Preferred Stock adopted by resolution or resolutions of the Board of Directors pursuant to ‎Article IV,

Section 2 hereto, special meetings of holders of such Preferred Stock.

3.            Availability

of Stockholder Action by Written Consent. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding,

as may be set forth in the resolution or resolutions adopted by the Board of Directors pursuant to ‎Article IV,

Section 2 hereto for such class or series of Preferred Stock, from and after the Written Consent Date (as defined below), any action

required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at

an annual or special meeting duly noticed and called in accordance with Delaware General Corporation Law and this ‎Article VII

and may not be taken by written consent of stockholders without a meeting. Prior to the Written Consent Date, any action required or permitted

to be taken by the stockholders of the Corporation may be taken by written consent of stockholders without a meeting, only if the action

is first recommended or approved by the Board of Directors. For the purposes of this Section, “Written Consent Date”

means the first date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate

number of outstanding shares of Class A Common Stock and Class B Common Stock, taken together as a single class.

Article VIII

DIRECTOR AND OFFICER LIABILITY

1.            Limited

Liability. To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable for monetary

damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if

the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director

or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted

by the Delaware General Corporation Law, as so amended. For purposes of this ‎Article VIII,

“officer” shall have the meaning provided in Section 102(b)(7) of the Delaware General Corporation

Law.

2.            Right

to Indemnification.

2.1            Each

person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is

involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation

as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held

harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law. The right to indemnification conferred

in this ‎Article VIII shall also include the right to be paid by the Corporation the expenses incurred in connection with

any such proceeding in advance of its final disposition to the fullest extent authorized by the Delaware General Corporation Law. The

right to indemnification conferred in this ‎Article VIII shall be a contract right.

2.2            The

Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to

such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the Delaware General Corporation

Law.

3.            Nonexclusivity

of Rights. The rights and authority conferred in this ‎Article VIII shall not

be exclusive of any other right that any person may otherwise have or hereafter acquire.

4.            Preservation

of Rights. Neither any amendment nor repeal of this ‎Article VIII, nor the adoption

of any provision of this Amended and Restated Certificate inconsistent with this ‎Article VIII,

shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation

existing at the time of such amendment, repeal or adoption of such an inconsistent provision.

Article IX

COMPETITION AND CORPORATE OPPORTUNITIES

1.            In

recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of any of the

Identified Fund Stockholders and their respective Affiliates (as defined below) may serve as directors, officers or agents of the Corporation,

and (ii) the Identified Fund Stockholders and their respective Affiliates may now engage and may continue to engage in any transaction

or matter that may be an investment or corporate or business opportunity or offer a prospective economic or competitive advantage in which

the Corporation or any of its controlled Affiliates, directly or indirectly, could have an interest or expectancy (a “Competitive

Opportunity”) or may otherwise compete with the Corporation or its controlled Affiliates, directly or indirectly, the provisions

of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain

classes or categories of opportunities as they may involve any of the Identified Fund Stockholders and their respective Affiliates and

the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

2.            Each

of the Identified Fund Stockholders and their Affiliates, and any of their directors, principals, officers, employees and/or other representatives

that may serve as directors, officers or agents of the Corporation, and each of their Affiliates (collectively, “Identified

Persons” and, individually, an “Identified Person”) shall, to the fullest extent permitted by

law, not have any duty to refrain from directly or indirectly (a) engaging in any Competitive Opportunity or (b) otherwise competing

with the Corporation or any of its controlled Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable

to the Corporation or its stockholders or to any controlled Affiliate of the Corporation for breach of any fiduciary duty solely by reason

of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby

renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any Competitive Opportunity or other

corporate or business opportunity that may be a Competitive Opportunity for an Identified Person and the Corporation or any of its controlled

Affiliates. In the event that any Identified Person acquires knowledge of a Competitive Opportunity or other corporate or business opportunity

that may be a Competitive Opportunity for itself, herself or himself, or for its, her or his Affiliates, and for the Corporation or any

of its controlled Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or present

such opportunity to the Corporation or any of its controlled Affiliates and, to the fullest extent permitted by law, shall not be liable

to the Corporation or its stockholders or to any controlled Affiliate of the Corporation for breach of any fiduciary duty as a stockholder,

director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such Competitive Opportunity

for itself, herself or himself, or offers or directs such Competitive Opportunity to another Person.

3.            The

Corporation does not renounce its interest in any Competitive Opportunity offered to any director of the Corporation if such opportunity

is expressly offered to such person solely in his or her capacity as a director of the Corporation, and the provisions of Article IX,

Section 2 shall not apply to any such Competitive Opportunity.

4.            In

addition to and notwithstanding the foregoing provisions of this Article IX, a business or other opportunity shall not be deemed

to be a potential Competitive Opportunity for the Corporation if it is an opportunity that (i) the Corporation (together with its

controlled Affiliates) is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is

not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the

Corporation has no interest or reasonable expectancy.

5.            To

the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation

shall be deemed to have notice of and to have consented to the provisions of this Article IX.

6.            For

purposes of this Article IX of this Amended and Restated Certificate, the following definitions apply:

6.1            “Accel”

means Accel Leaders Fund L.P., Accel Leaders Fund Investors 2016 L.L.C., Accel London III L.P., Accel London Investors 2012 L.P., Accel

Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund Investors 2013 L.L.C. (together with its successors).

6.2            “Affiliate”

means (a) in respect of any Identified Fund Stockholder, any Person (other than the Corporation and any entity that is controlled

by the Corporation) that, directly or indirectly, is controlled by such Identified Fund Stockholder, controls such Identified Fund Stockholder

or is under common control with such Identified Fund Stockholder, and shall include any principal, member, director, partner, stockholder,

officer, employee or other representative of any of the foregoing, and (b) in respect of the Corporation, any Person that, directly

or indirectly, is controlled by the Corporation.

6.3            “Identified

Fund Stockholder” means each of Accel and Warburg Pincus.

6.4            “Person”

shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or

any other entity.

6.5            “Warburg

Pincus” means Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (together with its successors).

Article X

AMENDMENTS

If any provision of this Amended and Restated Certificate

becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision,

or such provision in its entirety, to the extent necessary, shall be severed from this Amended and Restated Certificate, and the court

will replace such illegal, void or unenforceable provision of this Amended and Restated Certificate with a valid and enforceable provision

that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic,

business and other purposes of the illegal, void or unenforceable provision. The balance of this Amended and Restated Certificate shall

be enforceable in accordance with its terms.

Except as provided in ‎Article VIII of

this Amended and Restated Certificate, the Corporation reserves the right to amend, alter, change or repeal any provision contained in

this Amended and Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders

herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Amended

and Restated Certificate or any provision of law that might otherwise permit a lesser vote, but in addition to any vote of the holders

of any class or series of the stock of this Corporation required by law or by this Amended and Restated Certificate, (i) prior to

the Final Conversion Date, (a) the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding

shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be

required to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate or adopt any new provision

of this Amended and Restated Certificate and (b) the affirmative vote of a majority of the outstanding shares of Class A Common

Stock and the affirmative vote of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class,

shall be required to amend or repeal, or adopt any provision of this Amended and Restated Certificate inconsistent with, ‎Article IV,

Section 3, Article IV, Section 4, or this clause (i)(b) of ‎‎Article X of this Amended and Restated Certificate,

and (ii) from and after the Final Conversion Date, the affirmative vote of the holders of at least two-thirds of the voting power

of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single

class, shall be required to amend or repeal, or adopt any provision of this Amended and Restated Certificate inconsistent with, Article IV,

Section 3, Article V, Article VI, Article VII, or this ‎Article X of this Amended and Restated Certificate.

IN WITNESS WHEREOF, the corporation has caused

this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer.

CROWDSTRIKE

HOLDINGS, INC.

By:

/s/

George Kurtz

Name:

George Kurtz

Title:

President &

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 17, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 17, 2026

Current Fiscal Year End Date

--01-31

Entity File Number

001-38933

Entity Registrant Name

CrowdStrike

Holdings, Inc.

Entity Central Index Key

0001535527

Entity Tax Identification Number

45-3788918

Entity Incorporation, State or Country Code

Entity Address, Address Line One

206

E. 9th Street

Entity Address, Address Line Two

Suite 1400

Entity Address, City or Town

Austin

Entity Address, State or Province

Entity Address, Postal Zip Code

78701

City Area Code

888

Local Phone Number

512-8906

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A common stock, $0.0005 par value

Trading Symbol

CRWD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration