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( Mark One ) 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 , 2021 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF For the transition period from Delaware ( State or other jurisdiction of incorporation or organization ) 305 Main Street Redwood City , California ( Address of principal executive offices ) OR Title of Each Class Common stock , par value $ 0.0001 per share to Commission File Number 001-39502 Sumo Logic , Inc. ( Exact name of registrant as specified in its charter ) Large accelerated filer Non - accelerated filer ( 650 ) 810-8700 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) SUMO Securities registered pursuant to section 12 ( g ) of the Act : None 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 Section 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 27-2234444 ( I.R.S. Employer Identification No. ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files ) . Yes > No Accelerated filer Smaller reporting company Emerging growth company 94063 ( Zip Code ) 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 . Name of each exchange on which registered Nasdaq Global Select Market The registrant had outstanding 102,703,682 shares of common stock as of February 28 , 2021 . 000 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C.7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of voting stock held by non - affiliates of the Registrant on October 30 , 2020 , based on the closing price of $ 17.28 for shares of the Registrant's common stock as reported by the Nasdaq Global Market Select , was approximately $$ 1.4 billion . The Registrant has elected to use October 30 , 2020 , which was the last business day of the Registrant's most recently completed third fiscal quarter , as the calculation date because on the last business day of the Registrant's most recently completed second fiscal quarter , the Registrant was a privately - held company . Shares of common stock beneficially owned by each executive officer , director , and holder of more than 10 % of our common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes .