UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38464 Smartsheet Inc. (Exact name of Registrant as specified in its charter) Washington 20-2954357 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 10500 NE 8th Street, Suite 1300 Bellevue, WA 98004 (Address of principal executive offices) (Zip Code) (844) 324-2360 Registrant’s telephone number, including area code 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, no par value per share SMAR The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the stock of the Registrant as of July 31, 2019 (based on a closing price of $49.91 per share) held by non-affiliates was approximately $4.4 billion. As of March 20, 2020, there were 118,833,426 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant’s definitive proxy statement for its 2020 Annual Meeting of Shareholders (“Proxy Statement”), are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2020. 1 SMARTSHEET INC. Form 10-K For the Fiscal Year Ended January 31, 2020 TABLE OF CONTENTS Page PART I Item 1 Business 5 Item 1A Risk Factors 15 Item 1B Unresolved Staff Comments 40 Item 2 Properties 40 Item 3 Legal Proceedings 40 Item 4 Mine Safety Disclosures 41 PART II Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 41 Item 6 Selected Consolidated Financial Data and Other Data 43 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A Quantitative and Qualitative Disclosures About Market Risk 69 Item 8 Financial Statements and Supplementary Data 70 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 105 Item 9A Controls and Procedures 105 Item 9B Other Information 107 PART III Item 10 Directors, Executive Officers and Corporate Governance 107 Item 11 Executive Compensation 107 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 107 Item 13 Certain Relationships and Related Transactions, and Director Independence 107 Item 14 Principal Accountant Fees and Services 107 PART IV Item 15 Exhibits 108 Item 16 Form 10-K Summary 110 Signatures 111 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Unless the context otherwise requires, references in this Annual Report on Form 10-K (“Annual Report”) to “Smartsheet,” “Company,” “our,” “us,” and “we” refer to Smartsheet Inc. and where appropriate, its consolidated subsidiaries. This Annual Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this Annual Report other than statements of historical fact, including but not limited to, statements regarding our future operating results and financial position, business plan and strategy, and market positioning, are forward-looking statements. We based these forward-looking statements on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. The forward-looking statements are contained principally in “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and “Risk Factors." Forward-looking statements contained in this Annual Report include, but are not limited to, statements about: • the effect of uncertainties related to the current novel COVID-19 coronavirus pandemic (“COVID-19”) on the U.S. and global markets, our business, operations and customers; • the highly competitive nature of work execution software and product introductions, promotional activity by our competitors, and our ability to differentiate our platform and applications; • our ability to introduce new and enhanced product offerings and the continued market adoption of our platform; • the effect of litigation, complaints, or adverse publicity on our business; • our ability to attract new customers and expand sales to existing customers; • our ability to provide effective customer support; • our ability to execute our “land-and-expand” strategy; • the security and reliability of our co-location data centers and the public cloud infrastructure that we use; • our ability to expand our sales force to address effectively the new industries, geographies, and types of organizations we intend to target; • our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses; • our liquidity and working capital requirements; • our ability to attract and retain qualified employees and key personnel; • our ability to protect and enhance our brand and intellectual property; • the costs related to defending intellectual property infringement and other claims; • privacy and data protection laws, actual or perceived privacy or data breaches, other data security incidents, or the loss of data; • future regulatory, judicial, and legislative changes in our industry; and • future arrangements with, or investments in, other entities or associations, products, services or technologies. 3 Table of Contents These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-K are more fully described in the section titled “Risk Factors” and elsewhere in this Annual Report. The risks described in the section titled “Risk Factors” are not exhaustive. Other sections of this Annual Report describe additional factors that could adversely affect our business, financial condition, or results of operations. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or will occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this