ALKAMI TECHNOLOGY, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures at December 31, 2024, the last day of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, at December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024. The Company’s independent registered public accounting firm, Ernst & Young LLP, which audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting, which is included herein. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting, identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) under the Exchange Act, that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Controls Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our business have been detected. Item 9B. Other Information. Rule 10b5-1 Trading Plans On November 8, 2024 , Brian Smith , our Chairperson of our board of directors , and S3 Ventures Fund III, L.P., adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Mr. Smith is the managing director of S3 Ventures III, L.L.C., which is the General Partner of S3 Ventures GPLP III, L.P., which is the general partner of S3 Ventures Fund III, L.P. Subject to certain conditions, the trading plan provides for the sale of up to 3,276,000 shares of our common stock through February 27, 2026 for a duration of 476 days. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 71 Table of Contents Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item 10 will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated herein by reference. We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards of the Nasdaq Global Select Market. A copy of our insider trading compliance policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation. The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference. PART IV Item 15. Exhibit and Financial Statement Schedules. (a) 1. Financial Statements. See the Index to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which is incorporated into this item by reference. 2. Financial Statement Schedules. No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto. 3. List of Exhibits. See the Exhibit Index in Item 15(b) below, which is incorporated into this item by reference. (b) The exhibits listed in the following “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K. EXHIBIT INDEX Incorporated by Reference Exhibit Description File No. Form Exhibit Filing Date Filed Herewith 2.1* Asset Purchase Agreement, dated September 10, 2021, among Alkami Technology, Inc., MK Decisioning Systems, LLC., and individuals named therein 001-40321 8-K 2.1 9/13/2021 2.2* Merger Agreement, dated March 25, 2022, among Alkami Technology, Inc., Segmint Inc. and the other parties thereto. 001-40321 8-K 2.1 3/28/2022 3.1 Amended and Restated Certificate of Incorporation of Alkami Technology, Inc. 001-40321 8-K 3.1 4/16/2021 3.2 Amended and Restated Bylaws of Alkami Technology, Inc. 001-40321 8-K 3.2 4/16/2021 72 Table of Contents 4.1 Form of Specimen Stock Certificate evidencing the shares of common stock. 333-254108 S-1 4.1 3/10/2021 4.2 Fourth Amended and Restated Investors’ Rights Agreement, by and among Alkami Technology, Inc. and the investors listed therein, dated as of September 24, 2020. 333-254108 S-1 4.2 3/10/2021 4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 001-40321 10-K 4.10 2/25/2022 10.1 Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of September 6, 2017. 333-254108 S-1 10.1 3/10/2021 10.2 First Amendment to Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of June 29, 2018. 333-254108 S-1 10.2 3/10/2021 10.3 Second Amendment to Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of November 8, 2018. 333-254108 S-1 10.3 3/10/2021 10.4 Third Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of January 7, 2019. 333-254108 S-1 10.4 3/10/2021 10.5 Fourth Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of December 27, 2019. 333-254108 S-1 10.5 3/10/2021 10.6 Fifth Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of November 3, 2020. 333-254108 S-1 10.6 3/10/2021 10.7† Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of June 28, 2013. 333-254108 S-1 10.9 3/10/2021 10.8† First Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of May 19, 2015. 333-254108 S-1 10.10 3/10/2021 10.9† Second Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of February 11, 2016. 333-254108 S-1 10.11 3/10/2021 10.10† Third Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of March 7, 2017. 333-254108 S-1 10.12 3/10/2021 10.11† Fourth Amendment to Bill Pay Service Reseller Referral Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of September 14, 2019. 333-254108 S-1 10.13 3/10/2021 10.12† Fifth Amendment to Bill Pay Service Reseller Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of June 1, 2020. 333-254108 S-1 10.14 3/10/2021 10.13† Sixth Amendment to Bill Pay Service Reseller Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of December 30, 2022. 001-40321 8-K 10.1 1/3/2023 10.14# Alkami Technology, Inc. 2011 Long-Term Incentive Plan. 333-254108 S-1 10.15 3/10/2021 10.15# Alkami Technology, Inc. 2021 Incentive Award Plan. 333-254108 S-1 10.16 3/10/2021 10.16# Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan. 333-254108 S-1 10.17 3/10/2021 10.17# Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan. 333-254108 S-1 10.18 3/10/2021 10.18# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan. 333-254108 S-1 10.19 3/10/2021 10.19# Alkami Technology, Inc. 2021 Employee Stock Purchase Plan. 333-254108 S-1 10.20 3/10/2021 10.20# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Stephen Bohanon. 333-254108 S-1/A 10.21 4/5/2021 10.21# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Bryan Hill. 333-254108 S-1/A 10.23 4/5/2021 10.22# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Douglas A. Linebarger. 333-254108 S-1/A 10.24 4/5/2021 10.23# Form of Indemnification Agreement for directors and officers. 333-254108 S-1/A 10.25 4/5/2021 10.24# Senior Executive Bonus Plan 001-40321 8-K 10.1 8/5/2021 10.25# Employment Agreement, effective November 5, 2021, by and between Alkami Technology, Inc. and Alex Shootman 001-40321 8-K 10.1 11/4/2021 10.26 Amended and Restated Guarantee and Collateral Agreement, among Alkami Technology, Inc. as the Borrower, the other Grantors referred to therein, and Silicon Valley Bank, as Administrative Agent, dated as of April 29, 2022. 001-40321 8-K 10.1 5/2/2022 10.27* First Amendment to Amended and Restated Credit Agreement, among Alkami Technology, Inc., as the Borrower, the Several Lenders from time to time party thereto and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, dated as of June 27, 2023. 001-40321 8-K 10.1 6/28/2023 73 Table of Contents 10.28 Sixth Amendment to Amended and Restated Office Lease, dated as of September 5, 2023. 001-40321 8-K 10.1 9/06/2023 10.29* Second Amendment to Amended and Restated Credit Agreement, among Alkami Technology, Inc., as the Borrower, the Several Lenders from time to time party thereto and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as Administrative Agent, Issuing Lender and Swingline Lender, dated as of July 1, 2024 001-40321 8-K/A 10.1 7/03/2024 10.30* Third Amendment to Amended and Restated Credit Agreement, among Alkami Technology, Inc., as the Borrower, the Several Lenders from time to time party thereto and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as Administrative Agent, Issuing Lender and Swingline Lender, dated as of February 27, 2025 001-40321 8-K 10.1 2/27/2025 10.31# Alkami Technology, Inc. 2025 Non-Employee Director Compensation Program X 19.1 Alkami Technology, Inc. Insider Trading Compliance Policy X 21.1 List of Subsidiaries of the Registrant X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K). X 31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 X 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 X 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 X 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 X 97.1 Alkami Technology, Inc. Policy for Recovery of Erroneously Awarded Compensation 001-40321 10-K 97.1 2/29/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will supplementally furnish copies of omitted schedules and exhibits to the SEC or its staff upon its request. Certain confidential portions of this Exhibit, marked by brackets and asterisks ([***]), have been omitted because the confidential omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential. # Indicates a management contract or compensatory plan. † Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10)(iv). ** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary. None. 74 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ALKAMI TECHNOLOGY, INC. (Registrant) Date: February 28, 2025 By: /s/ Alex Shootman Alex Shootman Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Bryan Hill and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Alex Shootman Chief Executive Officer and Director (Principal Executive Officer) February 28, 2025 Alex Shootman /s/ W. Bryan Hill Chief Financial Officer (Principal Financial Officer) February 28, 2025 W. Bryan Hill /s/ Prerna Sachdeva Chief Accounting Officer (Principal Accounting Officer) February 28, 2025 Prerna Sachdeva /s/ Brian R. Smith Director and Chairperson February 28, 2025 Brian R. Smith /s/ Maria I. Alvarez Director February 28, 2025 Maria I. Alvarez /s/ Todd Clark Director February 28, 2025 Todd Clark /s/ Charles Kane Director February 28, 2025 Charles Kane /s/ Steven Mitchell Director February 28, 2025 Steven Mitchell /s/ Gary Nelson Director February 28, 2025 Gary Nelson /s/ Raphael Osnoss Director February 28, 2025 Raphael Osnoss /s/ Barbara Yastine Director February 28, 2025 Barbara Yastine 75