What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-28 · 299 added, 158 removed, 752 unchanged (38% of the section changed)

28 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Description of the Matter

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Revenue Recognition

Description of the Matter

As disclosed in Note 5 to the consolidated financial statements, the Company provides subscription-based services to its customers through software-as-a-service (“SaaS”) arrangements.

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to the Company’s process for the timing and amount of revenue recognized, including controls over the inputs of performance obligations, price, user count, and implementation dates into the system used to recognize revenue.

To test the Company’s accounting for revenue recognition, we performed audit procedures that included, among others, testing the completeness and accuracy of inputs to the revenue recognition calculation.

For example, we agreed pricing information to customer contracts and validated the implementation date through external confirmations with the Company’s customers.

Accounting for the Valuation of Acquired Intangible Assets

Description of the Matter

During 2025, the Company completed its acquisition of Fin Technologies, Inc.

dba MANTL for aggregate consideration of $375.5 million, as disclosed in Note 3 to the consolidated financial statements.

The transaction was accounted for as a business combination.

Auditing the Company's accounting for its acquisition of Fin Technologies, Inc.

dba MANTL was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets, which principally consisted of developed technology of $75.3 million and customer relationship intangible assets of $72.5 million (collectively, “the intangible assets”).

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business in the Company’s discounted cash flow model used to measure the intangible assets.

The most significant of these assumptions used to estimate the value of the intangible assets included certain assumptions that form the basis of the forecasted results (i.e., revenue, revenue growth rates, and EBIT Margin), technology obsolescence rate, and discount rates.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the business combination and valuation of the acquired assets.

For example, we tested controls over management’s review of significant assumptions used in its respective valuation models of the identified intangible assets.

Our audit procedures to test the estimated fair value of the intangible assets included, among others, evaluating the Company's valuation methodology, significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company as well as the significant assumptions included in the fair value estimates.

For example, we evaluated the acquired business’s projected revenue growth rate, EBIT margins, and technology obsolescence rates and evaluated the completeness and accuracy of the underlying data supporting these assumptions and the related estimates.

Specifically, we compared the forecasted results to current industry, market and economic trends, to historical results of the acquired business, and to other guideline companies within the same industry.

We also performed a sensitivity analysis to evaluate the changes in fair value estimates that would result from modest changes in the significant assumptions.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting,” management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Fin Technologies, Inc.

dba MANTL (“MANTL”), which is included in the 2025 consolidated financial statements of the Company and constituted approximately 6% of total assets as of December 31, 2025, and 8% of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of MANTL.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon.

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Deferred income taxes 2,625 1,822

Convertible senior notes, net 336,230 —

Revolving loan 15,000 —

Lease liabilities, net of current portion 15,739 17,109

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The above financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements.

(1) Includes related party accounts payable of $ 0.3 million as of December 31, 2023.

ALKAMI TECHNOLOGY, INC.

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General and administrative 100,892 83,650 72,900

Acquisition-related expenses, net 195 263 ( 12,529 )

Acquisition-related expenses 3,463 195 263

Amortization of acquired intangibles 5,688 1,435 1,435

Loss on impairment of intangible assets 1,655 — —

Total operating expenses 310,235 241,256 207,816

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Interest expense ( 9,486 ) ( 461 ) ( 7,384 )

Gain (loss) on financial instruments — 534 ( 200 )

Gain on financial instruments — — 534

Loss on extinguishment of debt — — ( 409 )

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( 58,962 ) ( 40,527 ) ( 62,869 )

Provision (benefit) for income taxes 308 44 ( 461 )

(Benefit from) provision for income taxes ( 11,310 ) 308 44

$ ( 47,652 ) $ ( 40,835 ) $ ( 62,913 )

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(1) Includes amortization of acquired technology of $ 16.6 million, $ 5.4 million, and $ 5.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(2) Includes fees paid to a related party of $ 6.2 million and $ 4.4 million for the years ended December 31, 2023, and 2022, respectively.

(2) Includes fees paid to a related party of $ 6.2 million for the year ended December 31, 2023.

ALKAMI TECHNOLOGY, INC.

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Exercised stock options 452,938 1 3,711 — 3,712

Payments for taxes related to net settlement of equity awards

— — ( 12,820 ) — ( 12,820 )

Capped calls — — ( 33,879 ) — ( 33,879 )

Share-based compensation replacement awards related to merger consideration and attributable to pre-combination services — — 821 — 821

Net loss — — — ( 47,652 ) ( 47,652 )

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Stock-based compensation expense 76,188 59,437 51,231

Amortization of debt issuance costs 210 138 134

Gain from revaluation of contingent consideration — — ( 15,500 )

(Gain) loss on financial instruments — ( 532 ) 200

Amortization of discount and debt issuance costs 1,951 210 138

Gain on financial instruments — — ( 532 )

Loss on extinguishment of debt — — 409

Loss on impairment of intangible assets 1,655 — —

Gain on lease modification — — ( 375 )

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Acquisition of business, net of cash acquired ( 375,499 ) — —

Net cash provided by (used in) investing activities 23,041 33,911 ( 223,751 )

Net cash (used in) provided by investing activities ( 397,594 ) 23,041 33,911

Cash flows from financing activities:

Proceeds from issuance of long-term debt — — 85,000

Payments on revolving loan ( 45,000 ) — —

Principal payments on debt — — ( 85,000 )

Payment of holdback funds from acquisition — — ( 3,600 )

Debt issuance costs paid ( 1,898 ) ( 363 ) ( 341 )

Proceeds from ESPP issuance 5,338 4,736 4,124

Proceeds from issuance of convertible senior notes 335,513 — —

Proceeds from borrowing under revolving loan 60,000 — —

Purchase of capped calls ( 33,879 ) — —

Payments for taxes related to net settlement of equity awards — ( 12,820 ) ( 15,985 )

Proceeds from stock option exercises 3,712 20,241 12,983

Proceeds from ESPP issuance 4,736 4,124 2,906

Debt issuance costs paid ( 363 ) ( 341 ) ( 773 )

Net cash provided by (used in) financing activities 323,786 11,794 ( 87,819 )

Net increase (decrease) in cash and cash equivalents and restricted cash

Net (decrease) increase in cash and cash equivalents

( 30,902 ) 53,432 ( 71,410 )

Cash and cash equivalents and restricted cash, beginning of period 40,927 112,337 312,954

Cash and cash equivalents and restricted cash, end of period $ 94,359 $ 40,927 $ 112,337

Cash and cash equivalents, beginning of period 94,359 40,927 112,337

Cash and cash equivalents, end of period $ 63,457 $ 94,359 $ 40,927

Supplemental disclosure of cash flow information:

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$ 475 $ 375 $ 332

Cash paid for taxes (foreign) (2)

$ 201 $ — $ —

The above financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements.

(1) See Note 4 for additional information regarding noncash investing activities for the years ended December 31, 2025, 2024, and 2023 related to capitalized software development costs.

(2) In 2024, material jurisdictions that are equal or greater than 5% of the total cash paid for taxes (in thousands) included Connecticut ($ 44 ), Idaho ($ 50 ), Minnesota ($ 35 ), New York ($ 31 ), New York City ($ 49 ), Pennsylvania ($ 34 ), and Texas ($ 58 ).

(2) In 2025, material jurisdictions that are equal or greater than 5% of the total cash paid for taxes (in thousands) included India ($ 201 ), California ($ 177 ), Connecticut ($ 40 ), Maine ($ 36 ), Maryland ($ 38 ), New York ($ 36 ), and Texas ($ 86 ).

ALKAMI TECHNOLOGY, INC.

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Alkami Technology, Inc.

(the “Company”) is a cloud-based digital banking solutions provider.

(the “Company”) is a cloud-based digital sales and service platform provider.

The Company inspires and empowers community, regional and super-regional financial institutions (“FIs”) to compete with large, technologically advanced and well-resourced banks in the United States.

The Company’s solution, the Alkami Digital Banking Platform, allows FIs to onboard and engage new users, accelerate revenues and meaningfully improve operational efficiency, all with the support of a proprietary, true cloud-based, multi-tenant architecture.

The Company’s solution, the Alkami Digital Sales & Service Platform, consisting of the Alkami Digital Banking Platform, Onboarding & Account Opening, and Data & Marketing, allows FIs to onboard, engage and grow new users, accelerate revenues and meaningfully improve operational efficiency, all with the support of a proprietary, true cloud-based, multi-tenant architecture.

The Company cultivates deep relationships with its clients through long-term, subscription-based contractual arrangements, aligning its growth with its clients’ success and generating an attractive unit economic model.

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Actual results could differ from those estimates.

Significant estimates and assumptions include determining the timing and amount of revenue recognition, recoverability and amortization period related to costs to obtain and fulfill contracts, deferred costs, revaluation of contingent consideration, and business combinations.

Significant estimates and assumptions include determining the timing and amount of revenue recognition and business combinations.

Operating Segment

The Company operates as a single operating segment and is a single-reportable segment entity.

The Company provides services to customers primarily under software-as-a-service arrangements.

The Company derives revenue from customers located in the United States, and the CODM manages the business activities on a consolidated basis (see Note 4 for additional information regarding revenues).

The Company provides services to clients primarily under software-as-a-service arrangements.

The Company derives revenue from clients located in the United States, and the CODM manages the business activities on a consolidated basis (see Note 5 for additional information regarding revenues).

The measure of the Company’s single operating segment assets is reported on the consolidated balance sheets as total assets.

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Accordingly, marketable securities are reported at fair value, with all realized gains and losses from sales of marketable securities and unrealized holding gains and losses reflected in the consolidated statements of operations.

See Note 11 for additional information regarding marketable securities accounts.

Accounts Receivable

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The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible.

The Company analyzes the accounts receivable portfolio for significant risks and considers prior periods and forecasts future collectability to determine the amount of revenues that will ultimately be collected from its customers.

Identified risks pertaining to the Company’s accounts receivable include the delinquency level and customer type.

Future collectability is contingent upon current and anticipated macroeconomic conditions that could impact the Company’s customers such as unemployment, inflation and regulation matters.

Identified risks pertaining to the Company’s accounts receivable include the delinquency level and client type.

Future collectability is contingent upon current and anticipated macroeconomic conditions that could impact the Company’s clients such as unemployment, inflation and regulation matters.

Historically, the Company's collection experience has not varied significantly, and credit loss expenses have been insignificant.

The Company maintains reserves for estimated sales credits issued to customers for billing disputes or other service-related reasons.

The Company early adopted Accounting Standards Update (“ASU”) No.

2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, effective January 1, 2025.

The Company applied the practical expedient provided from the amendments in ASU 2025-05, which allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

See additional information regarding early adoption of ASU 2025-05 in “ Recently Adopted Accounting Pronouncements ” below.

The Company maintains reserves for estimated sales credits issued to clients for billing disputes or other service-related reasons.

These allowances are recorded as a reduction against current period revenues and accounts receivable.

In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to customers compared to the revenues in the period that related to the original customer invoice.

In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to clients compared to the revenues in the period that related to the original client invoice.

This estimate is analyzed quarterly and adjusted as necessary.

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Therefore, the carrying amount of such assets would be reduced to fair value.

In March 2025, the Company identified and recorded an impairment of certain intangible assets and capitalized software development costs related to MK Decisioning Systems, LLC.

See Note 16 for additional information.

There were no impairment charges for the years ended December 31, 2024 and 2023.

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The Company only capitalizes implementation costs that it anticipates will be recoverable under the contract.

The Company begins amortizing deferred costs ratably over the

expected period of client benefit once access to the SaaS solution is transferred to the client.

The Company begins amortizing deferred costs ratably over the expected period of client benefit once access to the SaaS solution is transferred to the client.

Deferred costs are amortized over the benefit period of the client contract.

Revenue Recognition

The Company derives primarily all of its revenues from SaaS subscription services charged for the use of its digital banking solutions.

Revenues are recognized net of the most likely amount of sales credits and allowances and presented net of sales and usage-based taxes collected from clients on behalf of governmental authorities.

The Company derives substantially all of its revenues from SaaS subscription services charged for the use of its digital sales and service solutions.

Revenues are recognized net of the most likely amount of sales credits and allowances and presented net of applicable taxes collected from clients on behalf of governmental authorities.

SaaS subscription services are generally recognized as revenue over the term of the contract as a series of distinct SaaS services bundled into a single performance obligation.

Clients are typically charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the Company’s digital banking solution.

Implementation and integration of the digital banking platform is complex, and the Company has determined that the one-time, upfront services are not distinct.

While the core digital banking platform is typically accounted for as a single performance obligation (a series), certain products are identified as distinct performance obligations because they provide independent functional benefit.

For these distinct performance obligations, revenue is recognized at go-live independent of the Alkami platform.

The Company offers certain add-on products that provide incremental functionality to its digital banking solutions.

With the exception of add-ons that are evaluated and determined to be separate performance obligations, all other add-on features contracted in connection with the Company’s digital banking platform are considered part of a single performance obligation and are not distinct within the context of the overall solution.

Revenue for these add-ons is recognized over the contractual term beginning upon go-live of the core digital banking platform, consistent with the pattern of transfer of the underlying SaaS subscription services.

Clients are typically charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the Company’s Digital Sales and Service solution.

Implementation and integration of the digital sales and service platform is complex, and the Company has determined that the one-time, upfront services are not distinct from the related SaaS subscription services.

In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the clients’ personnel or other service providers to perform significant portions of the services.

As a result, the Company defers any arrangement fees for implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue commencing when the client goes live on the platform, which corresponds with the date the client obtains access to the Company’s digital banking solution and begins to benefit from the service.

As a result, the Company defers any upfront fees associated with implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue commencing when the client goes live on the platform, which corresponds with the date the client obtains access to the Company’s digital sales and service solution and begins to benefit from the service.

The Company’s performance obligation for the SaaS series of services includes standing ready over the term of the contract to provide access to all of the clients’ users and process any transactions initiated by those users.

The Company invoices clients each month for the contracted minimum number of registered users with an additional amount for users in excess of those minimums.

The Company recognizes variable consideration related to registered user counts in excess of the contractual minimum amounts each month.

SaaS subscription revenues also includes annual and monthly charges for maintenance and support services that are recognized over the subscription term.

As mentioned above, SaaS contracts include a single performance obligation that consists of a series of distinct SaaS services transferred over time that are substantially the same each month.

Standalone selling prices (“SSP”) are not required to allocate revenue amongst the distinct services within the series.

The Company primarily invoices clients each month for the contracted minimum number of registered users with an additional amount for users in excess of those minimums.

The Company recognizes variable consideration related to registered user counts in excess of the contractual minimum amounts each month in the period in which the uncertainty is resolved, to the extent it is probable that a significant reversal will not occur.

SaaS subscription revenues also include annual and monthly charges for maintenance and support services that are recognized over the subscription term.

In certain enterprise license arrangements, customers are provided unlimited access to the Company’s SaaS platform over the contractual term without minimum user tiers or excess usage pricing.

These arrangements represent a stand-ready obligation to provide continuous access over the contract term and are accounted for as a series of distinct services satisfied over time.

Total fixed consideration specified in the contract, including fixed annual escalators, is recognized ratably over the contractual term, regardless of the timing of invoicing.

Each SaaS subscription service is generally accounted for as a series of distinct services transferred over time that are substantially the same each month and have the same pattern of transfer.

Certain contracts may include multiple SaaS subscription services or other distinct products that are evaluated to determine whether they represent separate performance obligations.

Allocation based on standalone selling prices (“SSP”) for contracts including distinct performance obligations under ASC 606 are insignificant.

As a part of its SaaS subscription services, the Company provides certain services within the SaaS platform using third-party applications.

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Generally, minimum transaction fees are recognized on a straight-line basis over the contract term.

Variable consideration earned for transactions in excess of contractual minimums is recognized as revenue in the month the actual transactions are processed.

For those services that are processed by third-party applications, management evaluates whether the Company is acting as a principal or an agent based upon the transfer of control of the services to the customer.

The Company first obtains control of the inputs to the specific application and directs their use to create the combined output.

The Company’s control is evidenced by its involvement in the integration of the application on its platform before it is transferred to the client and is further supported by the Company being primarily responsible to the clients and having discretion in establishing pricing.

Variable consideration earned for transactions in excess of contractual minimums is recognized as revenue in the month the actual transactions are processed as the services are provided.

The Company controls the integrated service before it is transferred to the client.

Control is evidenced by the Company’s responsibility for fulfillment of the service, discretion in establishing pricing, and its integration of the third-party applications into the Company’s platform to provide a combined output.

After evaluating each of the applications used to provide SaaS services, the Company has determined that, generally, it is acting as the principal in these transactions.

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During the term of the contract, clients may purchase additional professional services to modify or enhance their licensed SaaS solutions.

These services are distinct performance obligations recognized when control of the enhancement is transferred to the client.

These services are distinct performance obligations recognized when control of the enhancement is transferred to the client which may be over time or at a point in time depending on the nature of the services provided.

Cost of Revenues

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RSUs issued vest upon the satisfaction of a time-based condition only.

These RSUs are generally earned over a service period of three to four years and the compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis

over the applicable service period.

These RSUs are earned over a service period of one to four years and the compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.

In connection with the acquisition of MANTL in March 2025, the Company issued performance-accelerated restricted stock unit awards to certain MANTL executives.

These awards vest upon the satisfaction of a time-based condition and have a four-year vesting period, with accelerated vesting if a certain performance condition is achieved.

If it becomes probable that the performance condition will be met, the Company will recognize compensation cost on a ratable basis over the shorter service period;

otherwise, it will recognize compensation cost over the four-year vesting period.

The performance-accelerated restricted stock unit awards were valued at the stock price on the date of grant.

In addition, these awards vest immediately upon termination of employment by the Company without cause or voluntary resignation with good reason.

Compensation cost for the performance-accelerated restricted stock unit awards outstanding during 2025 were recognized over the full service period, as it was not considered probable the performance condition would be met.

The Company estimates a forfeiture rate to calculate the stock-based compensation expense for its RSU awards.

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Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options, RSUs, and ESPP obligations, when determining the weighted-average number of shares of common stock outstanding.

Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options, RSUs, ESPP obligations, and convertible notes when determining the weighted-average number of shares of common stock outstanding.

Research and Development

Research and development costs consist primarily of personnel-related costs for engineering, information technology and product employees, including salaries, bonuses, other incentive-related compensation, employee benefits and stock-based compensation.

In addition, the Company also includes third-party contractor expenses, software development and testing tools, allocated corporate expenses, and other expenses related to developing new solutions and upgrading and enhancing existing solutions.

In addition, the Company also include third-party contractor expenses, software development and testing tools, allocated corporate expenses and other expenses related to developing new solutions and upgrading and enhancing existing solutions.

Sales and Marketing

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Sales and marketing expenses also include travel and related costs, outside consulting fees and marketing programs, including lead generation, costs of the Company’s annual client conference, advertising, trade shows and other event expenses.

Advertising costs are expensed when incurred and were not significant for the years ended December 31, 2024, 2023, and 2022.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs for our executive, finance, legal, human resources, information technology, security and compliance and other administrative employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation.

General and administrative expenses also include accounting, auditing and legal professional services fees, secondary offering costs, travel and other unallocated corporate-related expenses, such as the cost of our facilities, employee relations, corporate telecommunication and software.

Acquisition-Related Expenses, Net

Acquisition-related expenses, net, include acquisition-related expenses primarily related to accrual of deferred compensation, legal, consulting, and professional fees.

In addition, these expenses are inclusive of any gain or loss on revaluation of contingent consideration.

General and administrative expenses consist primarily of personnel-related costs for executive, finance, legal, human resources, information technology, security and compliance and other administrative employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation.

General and administrative expenses also include accounting, auditing and legal professional services fees, secondary offering related costs, stockholder matters related costs, travel and other unallocated corporate-related expenses, such as the cost of the Company’s facilities, employee relations, corporate telecommunication and software.

Acquisition-related expenses

Acquisition-related expenses are primarily related to insurance, legal, consulting, and professional fees.

Amortization of Acquired Intangibles

Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets.

Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with the Company’s business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets.

Loss on Impairment of Intangible Assets.

Loss on impairment of intangible assets related to the impact of the acquisition of MANTL to certain historical developed technology, customer relationships and capitalized developed software assets.

See Note 16 for additional information regarding loss on impairment of intangible assets.

Concentrations of Credit Risk

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To date, the Company has not experienced such losses and believes it is not exposed to significant credit risk.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities.

The Company invests its cash equivalents in highly rated money market funds.

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The Company continues to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to its preliminary estimates to goodwill, provided that the Company is within the measurement period.

Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination.

Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity (deficit).

Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the consolidated statements of operations.

Intangible Assets

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If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

There were no impairments of intangible assets during the years ended December 31, 2024, 2023, and 2022 .

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired.

Goodwill is not

amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount.

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As the Company operates in a single reporting unit, the impairment testing is performed at the consolidated entity level.

During 2024, the Company performed a qualitative goodwill assessment.

During 2024 and 2025, the Company performed a qualitative goodwill assessment.

The Company’s assessments indicated that there was no goodwill impairment for the Company’s single reporting unit as of its annual assessment date.

During 2023 and 2022, the Company performed a quantitative goodwill assessment.

The Company’s assessments indicated that there was no goodwill impairment for the Company’s single reporting unit as of its annual assessment date in each year.

During 2023, the Company performed a quantitative goodwill assessment.

The Company’s assessments indicated that there was no goodwill impairment for the Company’s single reporting unit as of its annual assessment date.

Goodwill impairment, if any, is evaluated by comparing the reporting unit’s fair value to its carrying value.

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

2023-07 amended the existing segment reporting requirements by requiring disclosure of the significant segment expenses based on how management internally views segment information and by allowing the disclosure of more than one measure of segment profit or loss, as well as by expanding the interim period segment requirements.

The ASU also requires single-reportable segment entities to report the disclosures required under ASC Topic 280, Segment Reporting.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for the year ended December 31, 2024.

See “Operating Segment” section within Note 2 for additional information.

In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-05, “Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”).

The amendments in the ASU provide entities with a practical expedient they may elect to use when developing an estimate of expected credit losses on current accounts receivable and contract asset balances arising from transactions accounted for under Topic ASC 606 - Revenue from Contracts with Customers.

Under this practical expedient, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for fiscal years and interim periods beginning after December 15, 2025.

Early adoption is permitted.

ASU 2023-09 should be applied prospectively;

however, retrospective application is permitted.

The Company has elected to early adopt ASU 2023-09 as of December 31, 2024.

See Note 9 for the expanded disclosures.

Effective January 1, 2025, the Company early adopted ASU 2025-05 on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

The amendments in the ASU are intended to simplify the capitalization guidance by removing all references to software development project stages so that guidance is neutral to different software development methods.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statements.

In November 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses.

The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Operations, as well as disclosures about selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption on our financial disclosures.

The Company is currently evaluating the impact of adoption on its financial disclosures.

Business Combination

On March 17, 2025, the Company consummated its previously announced merger with Fin Technologies, Inc., dba MANTL (“MANTL”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated February 27, 2025, with MANTL surviving as a wholly owned subsidiary of the Company.

MANTL provides onboarding and account opening solutions that allow financial institutions to acquire commercial, business and retail customers through a variety of channels for many deposit account types.

The aggregate consideration paid in exchange for all of the outstanding equity interests of MANTL was approximately $ 375 million, net of cash acquired (the "Merger Consideration").

A portion of the Merger Consideration of approximately $ 9.1 million was placed into escrow to secure certain post-closing obligations as defined in the Merger Agreement.

As of December 31, 2025, the allocation of the purchase price for MANTL had been finalized.

The preliminary purchase price allocations were based upon the preliminary valuation of assets and liabilities.

These estimates and assumptions were subject to change as the Company obtained additional information during the measurement period.

The following table summarizes the fair value of the amounts recognized as of the acquisition date for each major class of asset acquired or liability assumed, as well as adjustments made during the measurement period:

(in thousands) Preliminary Fair Value as of March 17, 2025 Measurement Period Adjustments Adjusted Fair Value as of December 31, 2025

Cash $ 2,784 $ — $ 2,784

Trade accounts receivables 1,479 — 1,479

Prepaid expenses and other current assets 2,826 105 2,931

Property and equipment, net 217 — 217

Goodwill 252,108 3,246 255,354

Intangible assets 153,500 — 153,500

Right-of-use assets 336 — 336

Total assets acquired $ 413,250 $ 3,351 $ 416,601

Accounts payable $ 1,653 $ — $ 1,653

Accrued liabilities 1,163 — 1,163

Lease liabilities, current portion 180 — 180

Deferred revenues, current portion 12,056 ( 409 ) 11,647

Deferred tax liability 8,836 3,760 12,596

Lease liabilities, net of current portion 167 — 167

Deferred revenues, net of current portion 10,091 — 10,091

Total liabilities assumed 34,146 3,351 37,497

Net assets acquired $ 379,104 $ — $ 379,104

Less cash acquired ( 2,784 ) — ( 2,784 )

Less stock-based compensation replacement awards related to merger consideration and attributable to pre-combination services ( 821 ) — ( 821 )

Total cash consideration for acquisition, less cash acquired $ 375,499 $ — $ 375,499

Measurement period adjustments, finalized as of December 31, 2025, were related to post-closing working capital adjustments, a deferred revenue adjustment, and assumption of deferred tax liabilities.

The table below outlines the purchased identifiable intangible assets:

Weighted-Average Amortization Period Total

(in years) (in thousands)

Customer relationships 15 $ 72,500

Developed technology 5 75,300

Tradenames 10 5,700

Total identifiable intangible assets $ 153,500

Goodwill resulted from the acquisition as it is intended to augment and diversify the Company’s single reportable segment and provide a complimentary solution to its existing platform offering.

The Company accounted for the acquisition as a business combination.

As a result of the acquisition of the stock of MANTL, the goodwill is not deductible for tax purposes.

The Company estimated and recorded a net deferred tax liability of $ 12.6 million after offsetting the acquired available tax attributes with the identifiable intangible assets shown in the table above.

Refer to Note 10 for discussion of the partial release of the Company’s pre-existing valuation allowance relating to the net deferred tax liability.

In connection with the acquisition of MANTL, the vesting of certain outstanding unvested equity awards was accelerated.

These awards were settled in cash upon the closing of the transaction and were accounted for as post-combination stock-based compensation expense.

As a result, the Company recognized stock-based compensation expense of $ 3.9 million, of which $ 1.0 million, $ 1.0 million, $ 0.3 million, and $ 1.6 million are included in cost of revenues, research and development, sales and marketing, and general and administrative, respectively, in the consolidated statements of operations for the year ended December 31, 2025.

For the year ended December 31, 2025, the Company recognized acquisition-related expenses of $ 3.5 million related to the acquisition of MANTL.

The financial results of MANTL, for the period of March 18, 2025 through December 31, 2025, are included in the Company’s consolidated financial statements and notes.

The revenue contribution from the MANTL acquisition was $ 34.9 million for the year ended December 31, 2025.

Property and Equipment, Net

Depreciation and amortization expense was $ 4.6 million, $ 3.7 million, and $ 3.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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(in thousands) Useful Life December 31, 2025 December 31, 2024

Software 2 to 5 years

Capitalized software development costs 5 years

$ 27,803 $ 19,728

Computers and equipment 3 years 2,379 6,359

Furniture and fixtures 5 years 357 3,988

Equipment and software 3 to 5 years

Leasehold improvements 3 to 10 years

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For the years ended December 31, 2025, 2024, and 2023, the Company had non-cash investing activities of $ 0.9 million, $ 0.8 million, and $ 0.8 million, respectively, for capitalized stock-based compensation related to capitalized software development costs.

Additionally, the Company recognized stock-based compensation expense through the amortization of capitalized stock-based compensation associated with capitalized software development costs of $ 0.2 million and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively, and none for the year ended December 31, 2022.

Additionally, the Company recognized stock-based compensation expense through the amortization of capitalized stock-based compensation associated with capitalized software development costs of $ 0.3 million, $ 0.2 million, and $ 0.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

See Note 16 for information related to a capitalized software development costs impairment.

Revenues and Deferred Costs

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Reserve for estimated credits ( 96 ) ( 186 )

$ 38,739 $ 35,499

Total accounts receivable, net $ 51,494 $ 38,739

Accrued Liabilities

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Bonus accrual $ 15,865 $ 7,989

Accrued vendor purchases 161 174

Commissions accrual 4,090 1,708

Accrued hosting services 2,026 428

Client refund liability 1,388 443

Accrued consulting and professional fees 653 713

Accrued tax liabilities 634 1,166

ESPP liability 757 682

Self-insured reserve 2,040 1,516

Accrued third-party solution costs 10,154 5,742

Accrued vendor purchases 6,113 3,757

Other accrued liabilities 7,709 3,365

Total accrued liabilities $ 47,359 $ 24,520

On July 1, 2024, the Company entered into a Second Amendment (the “Second Amendment”) to the Company’s Amended and Restated Credit Agreement, dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, and other lenders party thereto.

The Second Amendment, among other things, (i) extended the maturity date of the revolving commitment (“Revolving Facility”) from April 29, 2026 to April 29, 2027, (ii) increased the amount of the Revolving Facility commitment by $ 65.0 million, for a total Revolving Facility of $ 125.0 million, (iii) increased the accordion feature from $ 50.0 million to $ 100.0 million, (iv) modified certain existing covenants, including increasing the minimum trailing four quarters free cash flow requirement to $( 25.0 ) million, and (v) for any fiscal quarter ending after the financial covenant trigger date (which was extended to April 28, 2026 or such earlier date as designated by the Company) (the “Financial Covenant Trigger Date”), replaced compliance with a fixed charge coverage ratio with compliance with a minimum interest coverage ratio of 3.0 x.

Amended Credit Facility

On February 27, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Company’s Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, and other lenders party thereto.

The Third Amendment, among other things, (i) extended the maturity date of the revolving commitment from April 29, 2027 to February 27, 2030, (ii) increased the amount of the revolving loan commitment by $ 100 million, for a total revolving commitment of $ 225 million (the “Revolving Facility”), (iii) extended the Financial Covenant Trigger Date (as defined therein) to December 31, 2026 or such earlier date as designated by the Company, (iv) reduced the applicable interest rate margins (1) prior to the Financial Covenant Trigger Date, from SOFR plus 3.00 % to 3.50 % per annum to SOFR plus 2.75 % to 3.25 % per annum, based on the Recurring Revenue Leverage Ratio (as defined therein) and (2) on or after the Financial Covenant Trigger Date, from SOFR plus 1.50 % to 3.00 % per annum to SOFR plus 1.25 % to 2.50 % per annum, based on the Consolidated Total Net Leverage Ratio (as defined therein), (v) permitted the acquisition of MANTL pursuant to the terms of the Merger Agreement, (vi) permitted certain Permitted Convertible Indebtedness and Permitted Equity Derivative Transactions (as such terms are defined therein), subject to certain restrictions, and (vii) modified certain covenants.

Revolving Facility loans under the Amended Credit Agreement may be voluntarily prepaid and re-borrowed.

The Amended Credit Agreement previously provided for a term loan, which was fully repaid in December 2023 and cannot be re-borrowed.

The Company has no outstanding borrowings as of December 31, 2024 related to the Amended Credit Agreement.

The Company had borrowings of $ 60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL, of which $ 15 million remained outstanding as of December 31, 2025.

The interest rate in effect for the Revolving Facility as of March 31, 2025 was 9.75 %.

In April 2025, the rate decreased to 7.68 %, in July 2025, the rate increased to approximately 7.70 %, and in December 2025, the rate further decreased to 7.13 %, which remained the effective interest rate as of December 31, 2025.

Interest expense related to the outstanding borrowings on the Revolving Facility was $ 2.8 million for the year ended December 31, 2025.

Obligations under the Amended Credit Agreement are guaranteed by the Company’s subsidiaries and secured by all or substantially all of the assets of the Company and its subsidiaries pursuant to an Amended and Restated Guarantee and Collateral Agreement.

The Company has a standby letter of credit in the amount of $ 0.3 million, which serves as security under the lease relating to the Company’s office space that expires in 2033.

The Amended Credit Agreement contains customary affirmative and negative covenants.

Before the Financial Covenant Trigger Date, the following covenants are applicable:

(i) an annual recurring revenue growth covenant requiring the loan parties to have recurring revenues in any four consecutive fiscal quarter period in an amount that is 10 % greater than the recurring revenues for the corresponding four consecutive quarter period in the previous year;

(i) an annual recurring revenue growth covenant requiring the loan parties to have recurring revenues in any four consecutive fiscal quarter period in an amount that is at least 10 % greater than the recurring revenues for the corresponding four consecutive quarter period in the previous year;

and (ii) a liquidity (defined as the aggregate amount of cash in bank accounts subject to a control agreement plus availability under the Revolving Facility) covenant, requiring the loan parties to have liquidity, tested on the last day of each calendar month, of $ 35.0 million or more.

After the Financial Covenant Trigger Date, the existing annual recurring revenue growth and liquidity financial covenants are no longer applicable, and the following covenants take effect:

(i) a consolidated total leverage ratio requiring the ratio, as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be less than 3.50 :1.00;

and (ii) a consolidated interest coverage ratio requiring the ratio, for any fiscal quarter ending as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be more than 3.00 :1.00.

The Second Amendment revised the free cash flow covenant, as calculated at the last day of each fiscal quarter for the period of 12 consecutive months then ending, requiring free cash flow to be not less than $( 25.0 ) million for the fiscal quarter ended September 30, 2024 and each fiscal quarter ending thereafter.

(i) a Consolidated Total Net Leverage Ratio requiring the ratio, as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be less than 5.50 :1.00;

(ii) a Consolidated Interest Coverage Ratio (as defined therein) requiring the ratio, for any fiscal quarter ending as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be more than 3.00 :1.00;

and (iii) a Consolidated Senior Net Leverage Ratio (as defined therein) requiring the ratio, as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be less than 3.50 :1.00.

The Third Amendment revised the free cash flow covenant, as calculated at the last day of each fiscal quarter for the period of 12 consecutive months then ending, requiring free cash flow to be not less than $( 25.0 ) million for the fiscal quarters ending on or prior to September 30, 2025 and requiring free cash flow to be not less than $ 0 for the fiscal quarters ending on or after December 31, 2025 and on or prior to September 30, 2026.

The Amended Credit Agreement also contains customary events of default which, if they occur, could result in the termination of commitments under the Amended Credit Agreement, the declaration that all outstanding loans are immediately due and payable in whole or in part, and the requirement to maintain cash collateral deposits in respect of outstanding letters of credit.

The Company was in compliance with all covenants as of December 31, 2025.

2030 Convertible Notes

On March 13, 2025, the Company issued $ 345 million principal amount of 1.50 % convertible senior notes due March 15, 2030 (the “2030 Convertible Notes” or “Notes”).

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The 2030 Convertible Notes are the Company’s senior, unsecured obligations and bear interest at a rate of 1.50 % per year payable semiannually in arrears on March 15 and September 15 of each year, which began on September 15, 2025.

Each $1,000 principal amount of the 2030 Convertible Notes will be convertible into 30.4681 shares of the Company’s common stock, which is equivalent to a conversion price of approximately $ 32.82 per share, subject to adjustment upon the occurrence of specified events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As the Company issued the 2030 Convertible Notes on March 13, 2025, ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” became effective for the Company on January 1, 2025.

The 2030 Convertible Notes are convertible at the option of the holders of the 2030 Convertible Notes before November 15, 2029, only under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $ 1,000 principal amount of the 2030 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

(3) if the Company calls (or is deemed to have called) the 2030 Convertible Notes for redemption;

or (4) upon the occurrence of certain corporate events or distributions on the Company’s common stock.

From and after November 15, 2029, noteholders may convert their Notes at any time at their election, until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after March 20, 2028 and on or before the 62nd scheduled trading day immediately before the maturity date, but only if (i) the Notes are “freely tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date the Company sends such notice;

and (ii) the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends such redemption notice;

and (2) the trading day immediately before the date the Company sends such redemption notice.

However, the Company may not redeem less than all of the outstanding Notes unless at least $ 75.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

No sinking fund is provided for the 2030 Convertible Notes, which means the Company is not required to redeem or retire the 2030 Convertible Notes periodically.

If certain corporate events that constitute a “fundamental change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The definition of “fundamental change” includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

As of December 31, 2025, the conditions allowing holders of the 2030 Convertible Notes to convert were not met.

The net carrying amount of the 2030 Convertible Notes consisted of the following (in thousands):

(in thousands) December 31, 2025

Principal $ 345,000

Unamortized debt discount ( 7,988 )

Unamortized debt issuance costs ( 782 )

Net carrying amount $ 336,230

The debt discount and issuance costs are being amortized to interest expense over the term of the 2030 Convertible Notes using the effective interest rate method.

The effective interest rate used to amortize the discount and issuance costs of the 2030 Convertible Notes is 2.14 %.

For the year ended December 31, 2025, interest expense related to the 2030 Convertible Notes consisted of the following (in thousands):

(in thousands) Year ended December 31, 2025

Contractual interest expense $ 4,126

Amortization of debt discount and issuance costs 1,646

Total interest expense $ 5,772

As of December 31, 2025, the 2030 Convertible Notes had a principal amount of $ 345 million and an estimated fair value of $ 349 million.

The estimated fair value of the 2030 Convertible Notes, which are Level 2 financial instruments, was determined based on the quoted bid prices of the 2030 Convertible Notes in an over-the-counter market on the last trading day of the reporting period.

In connection with the 2030 Convertible Notes, the Company has entered into privately negotiated capped call transactions with certain financial institutions pursuant to capped call confirmations (collectively, the “Capped Calls”).

The premiums paid for the purchases of the Capped Calls were approximately $ 33.9 million.

The Capped Calls have an initial strike price of approximately $ 32.82 per share, subject to certain adjustments substantially similar to those applicable to the corresponding 2030 Convertible Notes.

The Capped Calls have an initial cap price of $ 47.74 per share, subject to certain adjustments.

The Capped Calls are generally expected to reduce potential dilution to the Company’s common stock and/or offset any potential cash payments that the Company could be required to make in excess of the principal amount of any converted 2030 Convertible Notes, with such reduction and/or offset subject to a cap.

The Capped Calls are separate transactions and are not part of the terms of the 2030 Convertible Notes.

The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to the Company's stock and meet the requirements to be classified in equity and, as such, are not remeasured each reporting period.

The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ equity during the year ended December 31, 2025.

Stockholders' Equity

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The total fair value of stock options vested during the years ended December 31, 2025, 2024, and 2023 was $ 0.6 million, $ 3.7 million, and $ 4.5 million, respectively.

As of December 31, 2024, the total unrecognized stock-based compensation expense related to stock options was $ 0.3 million, net of forfeitures, which the Company expects to recognize over the next 0.1 years.

As of December 31, 2025, there was no unrecognized stock-based compensation expense related to stock options.

Certain stock option grants provide the option holder the right to exercise their stock options before they vest.

As of December 31, 2024, there were no options exercisable that were not yet vested.

As of December 31, 2023 and 2022, there were 0.2 million, and 0.3 million options, respectively, that were exercisable that were not yet vested by the option holder at a weighted average exercise price of $ 2.35 , and $ 2.46 per share, respectively.

As of December 31, 2025 and 2024, there were no options exercisable that were not yet vested.

As of December 31, 2023, there were 0.2 million options that were exercisable that were not yet vested by the option holder at a weighted average exercise price of $ 2.35 per share.

A summary of the status of non-vested options is as follows:

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Balance, December 31, 2023

1,831,068 5.36

Forfeited ( 33,630 ) 8.41

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Balance, December 31, 2025

65,509 $ 8.67

All non-vested stock options issued as of the date of the option holder’s termination will be forfeited, except for certain non-vested stock options granted to executive management that have special vesting provisions upon involuntary termination or resignation.

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The Company's restricted stock units vest and settle upon the satisfaction of a service condition.

The service condition for the awards is satisfied over generally three to four years .

The service condition for the awards is satisfied over one to four years .

The Company's performance-accelerated restricted stock units vest and settle upon the satisfaction of a service condition and vests over four years , with accelerated vesting if a certain performance condition is achieved.

Compensation cost for the performance-accelerated restricted stock unit awards outstanding during 2025 was recognized ratably over the service period, as it was not considered probable the performance condition would be met.

See Note 2 for additional information on performance-accelerated restricted stock units.

The total fair value of restricted stock units vested during the year ended December 31, 2025 was $ 69.2 million.

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Total stock-based compensation expenses $ 80,098 $ 59,437 $ 51,231

On November 5, 2021, the Company entered into a separation agreement with the former Chief Executive Officer of the Company.

The agreement resulted in a modification of the former employee's 438,783 outstanding stock options and 50,000 RSUs, which accelerated certain vestings, resulting in the recognition of $ 10.1 million of expense, which was recognized ratably over the remaining requisite service period, through December 31, 2022.

The amount of stock-based compensation capitalized as part of deferred costs was $ 0.7 million for both the years ended December 31, 2024 and December 31, 2023, and $ 0.6 million for the year ended December 31, 2022.

The components of the provision (benefit) for income taxes are as follows:

The amount of stock-based compensation capitalized as part of deferred costs was $ 0.6 million, $ 0.7 million, and $ 0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The components of the (benefit from) provision for income taxes are as follows:

Year ended December 31,

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State 305 199 76

Foreign 179 — —

Total current income tax provision (benefit) 484 199 76

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State ( 2,711 ) 20 ( 177 )

Foreign — — —

Total deferred income tax provision (benefit) ( 11,794 ) 109 ( 32 )

Total provision (benefit) for income taxes

Total (Benefit from) provision for income taxes

$ ( 11,310 ) $ 308 $ 44

The provision (benefit) for income taxes results in effective rates that differ from the statutory rates.

The (benefit from) provision for income taxes results in effective rates that differ from the statutory rates.

The following is a reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to the total tax expense (benefit) computed at the effective tax rate:

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( 1,896 ) 3.2 % 175 ( 0.4 ) % ( 64 ) 0.1 %

Foreign tax effects (2)

54 ( 0.1 ) % — — % — — %

Changes in valuation allowances 1,637 ( 2.8 ) % 14,933 ( 36.9 ) % 11,639 ( 18.5 ) %

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Other adjustments:

Return to provision adjustments ( 257 ) 0.6 % ( 187 ) 0.3 % ( 54 ) 0.1 %

Other ( 143 ) 0.2 % ( 257 ) 0.6 % ( 228 ) 0.3 %

Total $ ( 11,310 ) 19.2 % $ 308 ( 0.8 ) % $ 44 ( 0.1 ) %

(1) In 2024, state taxes in California, Connecticut, Wisconsin, and New York made up the majority (greater than 50 percent) of the tax effect in this category.

(1) In 2025, state taxes in California, Illinois, Maryland, New York, and Wisconsin made up the majority (greater than 50 percent) of the tax effect in this category.

(2) In 2025, foreign tax effects represent the federal statutory tax rate difference between India and United States.

Significant components of the Company’s net deferred tax assets and liabilities were as follows as of December 31, 2025 and 2024:

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Net operating loss carryforward (federal and state) 113,044 76,213

Reserve for customer credits 164 310

Reserve for client credits 230 164

Capitalized research and development costs 39,652 47,396

Lease liabilities 4,359 4,639

Interest limitation carryforward 9,346 —

Other 332 293

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Deferred income tax liabilities, net of deferred tax assets $ ( 2,625 ) $ ( 1,822 )

At December 31, 2024 and 2023, the Company had federal net operating loss carryforwards of $ 298.5 million and $ 303.6 million, respectively, of which $ 70.5 million and $ 75.6 million, respectively, are subject to limited carryforward periods and will begin to expire in 2034.

At December 31, 2024 and 2023, the Company had various apportioned state net operating loss carryforwards of $ 228.3 million and $ 211.3 million, respectively, which are subject to varying carryforward periods that begin to expire in 2025.

At December 31, 2025 and 2024, the Company had federal net operating loss carryforwards of $ 454.2 million and $ 298.5 million, respectively.

Of these, $ 70.5 million for both December 31, 2025 and 2024 are subject to limited carryforward periods and will begin to expire in 2034.

At December 31, 2025 and 2024, the Company had various state net operating loss carryforwards with a tax effect of approximately $ 22.4 million and $ 17.1 million, respectively, which are subject to varying carryforward periods that begin to expire in 2027.

Additionally, the Company had $ 0.3 million of federal general business credit carryforwards as of both December 31, 2025 and 2024, which will begin to expire in 2035.

The Company’s ability to utilize net operating loss carryforwards and other tax attributes to reduce future federal taxable income is subject to potential limitations under Internal Revenue Code Section 382 (“Section 382”) and Section 383 and its related tax regulations.

The utilization of these attributes may be limited if certain ownership changes by 5% shareholders (as defined in Treasury regulations pursuant to Section 382) and the effects of stock issuances by the Company during any three-year period result in a cumulative change of more than 50% in the beneficial ownership of the Company.

At December 31, 2024, $ 24.3 million of the Company’s combined federal net operating loss carryforwards remain subject to the annual Section 382 utilization limitation, of which $ 9.5 million begin to expire in 2034.

The utilization of these attributes may be limited if certain ownership changes by 5% stockholders (as defined in Treasury regulations pursuant to Section 382) and the effects of stock issuances by the Company during any three-year period result in a cumulative change of more than 50% in the beneficial ownership of the Company.

At December 31, 2025, $ 117.5 million of the Company’s combined federal net operating loss carryforwards remain subject to the annual Section 382 utilization limitation, including $ 79.9 million acquired from MANTL.

Of these, $ 10.0 million are subject to limited carryforward periods and will begin to expire in 2034.

At December 31, 2025, $ 0.3 million of the Company’s federal general business credit carryforwards are subject to Section 382 limitation, of which $ 0.2 million are expected to expire unutilized.

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The Company’s policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense.

For the years ended December 31, 2024 and 2023, the Company did not recognize any interest or penalties.

years ended December 31, 2025 and 2024, the Company did not recognize any interest or penalties.

On July 4, 2025, H.R.

1, the One Big Beautiful Bill Act (“OBBBA”), was enacted in the United States.

Most notably, OBBBA retroactively repeals the Tax Cuts and Jobs Act's requirement to capitalize and amortize domestic Section 174 research and development expenditures over five years.

For tax years beginning after December 31, 2024, the Company will be permitted to immediately deduct domestic research and development expenditures in the year incurred, while the requirement to capitalize and amortize foreign research and development expenditures over 15 years remains in effect.

This repeal is expected to increase the Company’s net operating loss carryforwards;

however, due to the Company’s valuation allowance on the related deferred tax assets, it does not have a material impact on the Company’s consolidated financial statements.

The provisions of OBBBA did not have a material impact on the Company’s consolidated financial statements.

Fair Value of Financial Instruments

17 unchanged sentences

Treasury debt securities 23,905 23,905 — —

International debt securities 1,003 — 1,003 —

Total marketable securities 35,635 23,905 11,730 —

12 unchanged sentences

Commercial paper 1,580 — 1,580 —

government-sponsored enterprise securities 3,500 — 3,500 —

Treasury debt securities 15,427 15,427 — —

International debt securities 2,144 — 2,144 —

Total marketable securities 21,375 15,427 5,948 —

7 unchanged sentences

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Because the Company has reported a net loss for 2024, 2023, and 2022, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

Because the Company has reported a net loss for 2025, 2024, and 2023, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the

potentially dilutive shares would have been antidilutive if included in the calculation.

The computation of basic and diluted EPS is as follows for the years ended December 31, 2025, 2024, and 2023:

10 unchanged sentences

ESPP 45,313 30,835 31,240

2030 Convertible Notes 10,511,495 — —

Total anti-dilutive common share equivalents 17,387,731 7,426,689 11,251,451

14 unchanged sentences

On September 5, 2023, the Company entered into an amendment to its office lease, which, among other things, reduces the leased space in Plano, Texas from approximately 125,468 square feet to 83,939 square feet, effective December 31, 2023, and also extends the term for the remaining reduced leased space to August 31, 2033.

The Company determined that the amendment would be treated as a lease modification.

The modification resulted in a remeasurement of the operating lease ROU asset and lease liability, and the effect was an increase to the ROU asset and lease liability of $ 3.1 million and $ 2.7 million, respectively.

In addition, the Company recorded a gain on lease modification of $ 0.4 million, which was included in general and administrative expenses in the consolidated statements of operation.

Operating lease expense consisted of:

15 unchanged sentences

$ 2,897 $ 2,665 $ 3,907

Right-of-use assets obtained in exchange for operating lease obligations (1)

$ — $ — $ 16,918

Non-cash adjustment to operating lease right-of-use assets from lease modification (1)

$ — $ — $ 3,108

(1) For the year ended December 31, 2022, right-of-use assets obtained in exchange for operating lease obligations is related to the Company’s adoption of ASU No.

2016-02, Leases (Topic 842).

(1) For the year ended December 31, 2023, includes increase of $ 8.0 million related to the extension of lease to 2033 for the remaining leased space, net of a $ 4.9 million decrease related to the reduction of the leased space effective December 31, 2023.

19 unchanged sentences

There were no indications of impairment of goodwill or intangibles noted for the years ended December 31, 2025 and 2024.

Goodwill has a carrying value of $ 148.1 million as of both December 31, 2024 and 2023.

In March 2025, the Company recorded $ 252.1 million to goodwill related to the acquisition of MANTL under the preliminary purchase price allocation.

For the year ended December 31, 2025, the Company adjusted goodwill related to the acquisition of MANTL to $ 255.4 million.

See Note 3 for further information.

Goodwill has a carrying value of $ 403.4 million and $ 148.1 million as of December 31, 2025 and 2024, respectively.

Total intangibles, net, consisted of the following as of December 31, 2025 and 2024:

20 unchanged sentences

Amortization expense recognized on intangible assets was $ 22.3 million, $ 6.8 million, and $ 6.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In March 2025, due to the acquisition of MANTL, the Company assessed all of the assets of MK Decisioning Systems, LLC for potential impairment and determined that $ 1.2 million of developed technology intangible assets, $ 0.1 million of customer relationship intangible assets, as well as $ 0.4 million of capitalized software development costs included in property and equipment, net, would not have future economic benefit and the value of the intangible assets was written off, resulting in a loss on impairment of $ 1.7 million.

This non-cash charge was recorded to loss on impairment of intangible assets and is included in the consolidated statements of operations for the year ended December 31, 2025.

No impairment was identified for goodwill or any other assets.

The following table shows the estimated annual amortization expense of the definite-lived intangible assets for the next five years and thereafter (in thousands):

2026 $ 26,477

Thereafter 55,047

Related Party Transactions

Todd Clark, who served as President and Chief Executive Officer of CU Cooperative from 2016 to 2023, is a member of the Board.

For the years ended December 31, 2023 and 2022, CU Cooperative Systems, Inc.

(“CU Cooperative”), a vendor, was paid fees of $ 6.2 million, and $ 4.4 million, respectively, which relates to services resold to the Company’s clients.

As of December 31, 2023, the Company had $ 0.3 million due to CU Cooperative included in accounts payable.

Subsequent Events

Pursuant to the terms of the annual evergreen provision in the 2021 Plan, effective January 1, 2025, the number of shares issuable thereunder automatically increased by 5,104,439 shares for a new total of 21,494,985 shares available for issuance.

The Board limited the effect of the evergreen provision in the ESPP, and, effective January 1, 2025, the number of shares issuable thereunder increased by 500,000 shares for a new total of 3,025,043 shares available for issuance.

Acquisition of MANTL

On February 27, 2025, the Company entered into an agreement to acquire Fin Technologies, Inc.

MANTL provides onboarding and account opening solutions that allow financial institutions to acquire commercial, business, and retail customers through a variety of channels for many deposit account types.

Pursuant to the terms of the Merger Agreement, the Company has agreed to acquire MANTL for approximately $ 380 million, subject to customary purchase price adjustments.

The Company is currently evaluating the impact of the acquisition on its financial statements.

See Form 8-K filed on February 27, 2025 for additional information.

Third Amendment to Amended and Restated Credit Amendment

In connection with the acquisition of MANTL, on February 27, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Company’s Amended and Restated Credit Agreement dated as of April 29, 2022 (the “Credit Agreement”), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as Administrative Agent, and the other lenders party thereto.

The Third Amendment, among other things, (i) extends the maturity date of the revolving commitment from April 29, 2027 to February 26, 2030, (ii) increases the amount of the revolving loan commitment by $ 100 million, for a total revolving commitment of $ 225 million, (iii) extends the Financial Covenant Trigger Date to December 31, 2026 or such earlier date as designated by the Company, (iv) reduces the applicable interest rate margins (1) prior to the Financial Covenant Trigger Date, from SOFR plus 3.00 % to 3.50 % per annum to SOFR plus 2.75 % to 3.25 % per annum, in each case based on the recurring revenue leverage ratio and (2) on or after the Financial Covenant Trigger Date, from SOFR plus 1.50 % to 3.00 % per annum to SOFR plus 1.25 % to 2.50 % per annum, in each case, based on the total net leverage ratio, (v) permits the Acquisition of MANTL pursuant to the terms of the Merger Agreement, (vi) permits certain Permitted Convertible Indebtedness and Permitted Equity Derivative Transactions (as such terms are defined in the Credit Agreement, as amended by the Amendment), subject to certain restrictions, and (vii) modifies certain covenants.

The Company is currently evaluating the impact of the amendment on its financial statements.

Except as amended by the Third Amendment, the remaining terms of the Credit Agreement remain in full force and effect.

See Form 8-K filed on February 27, 2025 for additional information.

Todd Clark served as President and Chief Executive Officer of CU Cooperative from 2016 to 2023 and was a member of the Company’s Board through May 2025.

For the year ended December 31, 2023, CU Cooperative Systems, Inc.

(“CU Cooperative”), a vendor, was paid fees of $ 6.2 million which relates to services resold to the Company’s clients.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data