ALKAMI TECHNOLOGY, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Alkami Technology, Inc. Index to Consolidated Financial Statements Page Financial Statements 50 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 51 Consolidated Balance Sheets 54 Consolidated Statements of Operations 55 Consolidated Statements of Changes in Stockholders’ Equity 56 Consolidated Statements of Cash Flows 57 Notes to the Consolidated Financial Statements 58 50 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Alkami Technology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Alkami Technology, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. The timing and amount of revenue recognized is dependent on multiple factors, including the product offering, user count, price, and implementation date. Auditing the accounting for revenue recognition was complex due to the multiple manual inputs involved in the Company’s revenue recognition calculation. For example, the Company inputs user count information from both internal and third-party sources into its revenue recognition calculation. 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. 51 Table of Contents 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 We have served as the Company’s auditor since 2017. Dallas, Texas February 26, 2026  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 52 Table of Contents To the Stockholders and the Board of Directors of Alkami Technology, Inc. Opinion on Internal Control Over Financial Reporting We have audited Alkami Technology, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Alkami Technology, Inc. (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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas February 26, 2026  53 Table of Contents ALKAMI TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 63,457 $ 94,359 Marketable securities 35,635 21,375 Accounts receivable, net 51,494 38,739 Deferred costs, current 15,894 13,207 Prepaid expenses and other current assets 20,736 13,697 Total current assets 187,216 181,377 Property and equipment, net 26,652 22,075 Right-of-use assets 13,462 14,565 Deferred costs, net of current portion 47,430 37,178 Intangibles, net 158,943 29,021 Goodwill 403,404 148,050 Other assets 10,120 5,011 Total assets $ 847,227 $ 437,277 Liabilities and Stockholders' Equity Current liabilities Accounts payable 5,842 6,129 Accrued liabilities 47,359 24,520 Deferred revenues, current portion 34,770 13,578 Lease liabilities, current portion 1,576 1,343 Total current liabilities 89,547 45,570 Deferred revenues, net of current portion 25,800 15,526 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 Other non-current liabilities 237 220 Total liabilities 485,178 80,247 Commitments and contingencies (Note 13) Stockholders’ Equity Preferred stock, $ 0.001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.001 par value, 500,000,000 shares authorized and 106,101,875 and 102,088,783 shares issued and outstanding as of December 31, 2025 and 2024, respectively 106 102 Additional paid-in capital 885,796 833,129 Accumulated deficit ( 523,853 ) ( 476,201 ) Total stockholders’ equity 362,049 357,030 Total liabilities and stockholders' equity $ 847,227 $ 437,277 The above financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements. 54 Table of Contents ALKAMI TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year ended December 31, 2025 2024 2023 Revenues $ 443,639 $ 333,849 $ 264,831 Cost of revenues (1)(2) 187,040 137,219 120,720 Gross profit 256,599 196,630 144,111 Operating expenses: Research and development 118,396 96,211 84,661 Sales and marketing 80,141 59,765 48,557 General and administrative 100,892 83,650 72,900 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 Loss from operations ( 53,636 ) ( 44,626 ) ( 63,705 ) Non-operating income (expense): Interest income 4,160 4,560 8,095 Interest expense ( 9,486 ) ( 461 ) ( 7,384 ) Gain on financial instruments — — 534 Loss on extinguishment of debt — — ( 409 ) Loss before income taxes ( 58,962 ) ( 40,527 ) ( 62,869 ) (Benefit from) provision for income taxes ( 11,310 ) 308 44 Net loss $ ( 47,652 ) $ ( 40,835 ) $ ( 62,913 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.46 ) $ ( 0.41 ) $ ( 0.67 ) Weighted average number of shares of common stock outstanding: Basic and diluted 103,895,195 98,892,692 94,080,797 The above financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements. (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 for the year ended December 31, 2023. See Note 17. 55 Table of Contents ALKAMI TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance January 1, 2023 92,112,749 $ 92 $ 706,407 $ ( 372,453 ) $ 334,046 Stock-based compensation — — 52,686 — 52,686 Issuance of common stock upon restricted stock unit vesting 1,943,846 2 ( 2 ) — — Common stock issued under Employee Stock Purchase Plan (ESPP) 421,690 — 4,124 — 4,124 Exercised stock options 2,243,813 3 12,980 — 12,983 Payments for taxes related to net settlement of equity awards — — ( 15,985 ) — ( 15,985 ) Net loss — — — ( 62,913 ) ( 62,913 ) Balance December 31, 2023 96,722,098 97 760,210 ( 435,366 ) 324,941 Stock-based compensation — — 60,767 — 60,767 Issuance of common stock upon restricted stock unit vesting 2,474,684 2 ( 2 ) — — Common stock issued under ESPP 312,838 — 4,736 — 4,736 Exercised stock options 2,579,163 3 20,238 — 20,241 Payments for taxes related to net settlement of equity awards — — ( 12,820 ) — ( 12,820 ) Net loss — — — ( 40,835 ) ( 40,835 ) Balance December 31, 2024 102,088,783 102 833,129 ( 476,201 ) 357,030 Stock-based compensation — — 76,679 — 76,679 Issuance of common stock upon restricted stock unit vesting 3,295,924 3 ( 3 ) — — Common stock issued under ESPP 264,230 — 5,338 — 5,338 Exercised stock options 452,938 1 3,711 — 3,712 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 ) Balance December 31, 2025 106,101,875 $ 106 $ 885,796 $ ( 523,853 ) $ 362,049 The above financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements. 56 Table of Contents ALKAMI TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 47,652 ) $ ( 40,835 ) $ ( 62,913 ) Adjustments to reconcile net loss to net cash provide by (used in) operating activities: Depreciation and amortization expense 26,912 10,508 10,631 Accrued interest on marketable securities, net ( 854 ) ( 1,075 ) ( 3,231 ) Stock-based compensation expense 76,188 59,437 51,231 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 ) Deferred taxes ( 11,794 ) 109 ( 32 ) Changes in operating assets and liabilities: Accounts receivable ( 11,276 ) ( 3,240 ) ( 9,253 ) Prepaid expenses and other assets ( 9,351 ) ( 3,972 ) 425 Accounts payable and accrued liabilities 19,708 3,322 91 Deferred costs ( 12,310 ) ( 8,603 ) ( 7,720 ) Deferred revenues 9,729 2,736 3,629 Net cash provided by (used in) operating activities 42,906 18,597 ( 17,502 ) Cash flows from investing activities: Purchase of marketable securities ( 45,206 ) ( 40,416 ) ( 140,816 ) Proceeds from sales, maturities, and redemptions of marketable securities 31,800 71,312 181,019 Purchases of property and equipment ( 1,542 ) ( 1,195 ) ( 1,058 ) Capitalized software development costs (1) ( 7,147 ) ( 6,660 ) ( 5,234 ) Acquisition of business, net of cash acquired ( 375,499 ) — — Net cash (used in) provided by investing activities ( 397,594 ) 23,041 33,911 Cash flows from financing activities: 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 Net cash provided by (used in) financing activities 323,786 11,794 ( 87,819 ) Net (decrease) increase in cash and cash equivalents ( 30,902 ) 53,432 ( 71,410 ) 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: Cash paid for interest $ 5,943 $ 283 $ 7,056 Cash paid for taxes (states) (2) $ 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 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 ). 57 Table of Contents ALKAMI TECHNOLOGY, INC. Notes to the Consolidated Financial Statements (in thousands, except per share data) Note 1. Organization Description of Business Alkami Technology, Inc. (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 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. The Company was incorporated in Delaware in August 2011, and its principal offices are located in Plano, Texas. Note 2. Summary of Significant Accounting Policies The accompanying financial statements reflect the application of significant accounting policies as described below. Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to U.S. GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include accounts of the Company’s wholly owned subsidiaries. All intercompany accounts and transactions are eliminated. The Company has no sources of other comprehensive income, and accordingly, net loss presented each period is the same as comprehensive loss. The Company has reclassified certain amounts in its notes to the consolidated financial statements in the prior periods to conform to current periods presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 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. The Company's chief operating decision maker, or CODM, is the Chief Executive Officer. The financial information reviewed by the CODM is presented on a consolidated basis for the single operating segment for purposes of allocating resources, evaluating financial performance and monitoring budget versus actual results based on net loss that is also reported on the consolidated statements of operations as net loss. The significant expenses within net loss on which the CODM relies include those that are reported on the consolidated statements of operations. The measure of the Company's single operating segment assets is reported on the consolidated balance sheets as total assets. Substantially all of the Company's principal operations, assets and decision-making functions are located in the United States. Fair Value of Financial Instruments The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. 58 Table of Contents Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs that are supported by little or no market activity. The Company’s financial instruments consist primarily of cash, cash equivalents, marketable securities, accounts receivable and accounts payable. The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments. Cash equivalents include amounts held in money market accounts that are measured at fair value using observable market prices. Marketable securities include debt securities that are measured at fair value using observable inputs. See Note 11 for additional information regarding fair value measurements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Certain cash equivalents held in marketable securities accounts may have related unrealized gains or losses that are recognized on the consolidated statements of operations. See Note 11 for additional information regarding cash equivalent money market and marketable securities accounts. Marketable Securities The Company classifies its fixed income marketable securities as trading securities based on its intentions regarding these instruments. 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 Accounts receivable represents the trade receivables billed to clients and includes unbilled amounts earned and recognized as revenues prior to period end. The accounts receivable allowance reflects a reserve that reduces the Company’s client accounts receivable to the net amount estimated to be collectible. The valuation of accounts receivable is based upon the credit-worthiness of clients, historical collection experience, an estimate of future collectability, and current events. Management also analyzes historical trends of credits issued to clients and specific invoices to estimate an allowance for disputed invoices and billing errors. 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 clients. 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 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 clients compared to the revenues in the period that related to the original client invoice. This estimate is analyzed quarterly and adjusted as necessary. The Company also maintains specific reserves for anticipated contract concessions. Refer to Note 6 for additional information. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, using the straight-line method based on estimated useful lives of the related assets. Leasehold improvements are stated at cost, less accumulated depreciation and amortization, using the straight-line method over the shorter of the lease term or the estimated useful lives of the related assets. Repairs and maintenance are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. 59 Table of Contents Capitalized Software Development Costs Software development costs relate primarily to software coding, systems interfaces, and testing of the Company’s proprietary systems and are accounted for in accordance with ASC 350-40, Internal Use Software. Internal software development costs are capitalized from the time the internal use software is in the application development stage until the software is ready for use. Business analysis, system evaluation, and software maintenance costs are expensed as incurred. The capitalized software development costs are reported in property and equipment, net, in the consolidated balance sheets. Capitalized software development costs are amortized using the straight-line method over the estimated useful life of the software, generally, five years from when the asset is placed in service. Development Costs in a Cloud Computing Arrangement The Company capitalizes qualified development costs incurred when modifying certain internal use systems held through hosting arrangements. This is done in accordance with the requirements for capitalizing costs incurred to develop internal-use software. In accordance with current accounting guidance, these capitalized development costs are recorded within prepaid expenses and other current assets and other assets and are amortized to software license expense over the remaining fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis beginning on the in-service date. Leases The Company determines if a contract contains a lease for accounting purposes at the inception of the arrangement. The Company is primarily a lessee with a lease portfolio comprised mainly of real estate and equipment leases. As of December 31, 2025, the Company had no finance leases. The Company has elected to apply the practical expedient which allows the Company to account for lease and non-lease components of a contract as a single leasing arrangement for the real estate asset class. Additionally, the Company elected the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed generally on a straight-line basis over the lease term. Operating lease assets are included on the Company's consolidated balance sheets in non-current assets as a right-of-use (“ROU”) asset, and represent the Company's right to use an underlying asset for the lease term. Operating lease liabilities are included on the Company's consolidated balance sheets in lease liabilities, current portion, for the portion that is due within 12 months and in lease liabilities, net of current portion, for the portion that is due beyond 12 months of the financial statement date and represent the Company's obligation to make lease payments. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using an appropriate discount rate. If an implicit rate is not readily determined by the Company's leases, the Company utilizes the incremental borrowing rate based on the available information at the commencement date to determine the lease payments. The depreciable lives of the underlying leased assets are generally limited to the expected lease term inclusive of any optional lease renewals where the Company concludes at the inception of the lease that the Company is reasonably certain of exercising those options. The ROU asset calculation may also include any initial direct costs paid and is reduced by any lease incentives provided by the lessor. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. After the lease commencement date, the Company evaluates lease modifications, if any, that could result in a change in the accounting for leases. For a lease modification, an evaluation is performed to determine if it should be treated as either a separate lease or a change in the accounting of an existing lease. If determined to be a change in the accounting for an existing lease, the Company will remeasure the ROU asset and lease liability as of the modification date. If a lease modification includes a partial termination, the difference between any reduction in the ROU asset and lease liability is recorded to the consolidated statements of operations within general and administrative expenses. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment would be recognized if the estimated undiscounted future cash flows were less than the carrying value of the related assets. 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. Contract Balances Client contracts under which revenues have been recognized while the Company is not yet able to invoice results in contract assets. Generally, contract assets arise as a result of reallocating revenues when discounts are more heavily weighted in the early years of a multi-year contract, or the client contract has substantive minimum fees that escalate over the term of the contract. Contract liabilities are comprised of billings or payments received from the Company’s clients in advance of performance under the contract and are represented in deferred revenues in the consolidated balance sheets. 60 Table of Contents Deferred costs to obtain client contracts The Company capitalizes certain incremental costs of obtaining a client contract if the costs are deemed recoverable. Costs include commissions and bonuses earned by sales teams and leaders due to the execution of client contracts along with associated employer taxes. Capitalized amounts do not include commissions that are contingent on continued employment over a substantive service period. Contingent commissions are accrued as liabilities and expensed over the requisite employment service period. Deferred commissions are amortized over the benefit period of the client contract. Determining the expected benefit period over which to amortize deferred commissions requires judgment. The Company determines the expected benefit period based upon initial contract lengths, expected renewals and the expected benefit of the underlying technology. Deferred costs to fulfill client contracts The Company capitalizes certain costs to fulfill client contracts such as employee salaries, benefits, stock-based compensation and associated payroll taxes that are directly related to the implementation of its solutions and some third-party costs. 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. Deferred costs are amortized over the benefit period of the client contract. Revenue Recognition 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. 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 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 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. Contracts include monthly fees based on a minimum number of transactions and additional fees for transactions in excess of those minimums. 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 as the services are provided. 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 client. 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. Accordingly, the Company records the revenue on a gross basis and the related expenses are recorded as a component of cost of revenues. 61 Table of Contents 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 which may be over time or at a point in time depending on the nature of the services provided. Cost of Revenues Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses, stock-based compensation, travel, and related costs for employees supporting SaaS subscription, implementation and other services. This includes the costs of the implementation, client support, development personnel responsible for maintaining and releasing updates to the platform, as well as third-party cloud-based hosting services. Cost of revenues also includes the direct costs of bill-pay services and other third-party intellectual property included in the Company’s solutions, the amortization of acquired technology, the amortization of capitalized internal use software, and depreciation. Stock-Based Compensation Stock Options Stock options are accounted for using the grant date fair value method. Under this method, stock-based compensation expense is measured by the estimated fair value of the granted stock options at the date of grant using the Black-Scholes option pricing model and recognized over the vesting period with a corresponding increase to additional paid-in capital. The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected by the Company’s fair value of common stock, as well as other subjective assumptions, including the volatility, risk-free interest rate, dividends, and weighted-average expected life. In addition to assumptions used in the Black-Scholes option-pricing model, the Company estimates a forfeiture rate to calculate the stock-based compensation expense for its option awards. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Restricted Stock Units (“RSUs”) RSUs issued vest upon the satisfaction of a time-based condition only. 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. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Employee Stock Purchase Plan The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) permits employees to purchase the Company's common stock through payroll deductions during six-month offerings. The offering periods begin each May 16 and November 16, or such other period determined by the compensation committee. In accordance with the guidance in ASC 718-50 - Compensation - Stock Compensation, the ability to purchase shares of the Company’s common stock for 85 % of the lower of the price on the first day of the offering period or the last day of the offering period (i.e., the purchase date) represents an option and, therefore, the ESPP is a compensatory plan. Accordingly, stock-based compensation expense is determined based on the grant-date fair value as estimated by applying the Black-Scholes option-pricing model and is recognized over the withholding period. The Company uses only the historical volatility as an input in the Black-Scholes option-pricing model. Basic and Diluted Loss per Common Share 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, ESPP obligations, and convertible notes when determining the weighted-average number of shares of common stock outstanding. 62 Table of Contents 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 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 Sales and marketing expenses consist primarily of personnel-related costs of sales, marketing and client success employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. 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. General and Administrative 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 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 Concentrations of credit risk arise from the Company’s revenues and accounts receivable. Management believes that its contract acceptance, billing, and collection policies are adequate to minimize potential credit risk. As of December 31, 2025 and 2024, no client represented more than 10% of accounts receivable. For the years ended December 31, 2025, 2024, and 2023, no client represented more than 10% of revenues. At times, cash deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the FIs to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Management periodically assesses the financial condition of the institutions to assess credit risk. 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 securities. The Company invests its cash equivalents in highly rated money market funds. The Company’s marketable securities consist of debt securities issued by highly rated corporate entities, foreign governments, and the U.S. federal government. Income Taxes The Company recognizes deferred tax assets and liabilities based on the estimated future tax effects of temporary differences between the financial statement basis and tax basis of assets and liabilities given the provisions of enacted tax law. Management reviews deferred tax assets to assess their future realization by considering all available evidence, both positive and negative, to determine whether a valuation allowance is needed for all or some portion of the deferred tax assets, using a “more likely than not” standard. The assessment considers, among other matters: historical losses, a forecast of future taxable income, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies. The Company reassesses the realizability of deferred tax assets regularly, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. The Company evaluates uncertain tax positions with the presumption of audit detection and applies a “more likely than not” standard to determine the recognition of any tax benefits derived from positions taken in various federal and state filings. The Company recognizes liabilities when it believes that an uncertain tax position may not be sustained upon examination by the tax authorities. The Company’s policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense. Because of the complexity of some of these uncertainties, the ultimate resolution may differ from the amounts recognized. 63 Table of Contents Business Combinations The Company’s acquisitions are accounted for using the acquisition method of business combinations accounting. The Company recognizes the consideration transferred (i.e., purchase price) in a business combination as well as the acquired business’ identifiable assets, liabilities, and any non-controlling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities, and non-controlling interest, is recorded as goodwill in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. 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. Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. The Company’s intangible assets are largely acquired in business combinations and include customer relationships, developed technology, and trade names. Intangible assets are amortized over the shorter of the contractual life or the estimated useful life. Intangible assets are amortized on a straight-line basis. Estimated useful lives for intangible assets primarily consist of the following: Customer relationships - 15 years Developed technology - 5 or 7 years Trade name - 2 or 10 years Amortization of acquired developed technologies is included in cost of revenues, and amortization of acquired customer relationships and trade names is included in amortization of acquired intangibles in the accompanying consolidated statements of operations. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. This includes, but is not limited to, significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. 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. Goodwill 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. 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. However, the Company may elect to perform a quantitative goodwill impairment test even if no indications of a potential impairment exist. As the Company operates in a single reporting unit, the impairment testing is performed at the consolidated entity level. 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, 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. There was no goodwill impairment for the years ended December 31, 2025, 2024, and 2023 . 64 Table of Contents Recently Adopted Accounting Pronouncements 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. 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. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): 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 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 its financial disclosures. Note 3. Business Combination MANTL 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: 65 Table of Contents (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. Note 4. 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. 66 Table of Contents Property and equipment, net, includes the following amounts at December 31, 2025 and December 31, 2024: (in thousands) Useful Life December 31, 2025 December 31, 2024 Capitalized software development costs 5 years $ 27,803 $ 19,728 Equipment and software 3 to 5 years 3,283 2,934 Leasehold improvements 3 to 10 years 10,230 10,229 $ 41,316 $ 32,891 Less: accumulated depreciation and amortization ( 14,664 ) ( 10,816 ) Property and Equipment, net $ 26,652 $ 22,075 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 $ 0.3 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. Note 5. Revenues and Deferred Costs The following table disaggregates the Company's revenue by major source for the years ended December 31, 2025, 2024, and 2023: Year ended December 31, (in thousands) 2025 2024 2023 SaaS subscription services $ 421,674 $ 319,243 $ 252,348 Implementation services 12,596 7,604 8,488 Other services 9,369 7,002 3,995 Total revenues $ 443,639 $ 333,849 $ 264,831 The Company recognized approximately $ 11.0 million of revenue during the year ended December 31, 2025 that was included in deferred revenue in the accompanying consolidated balance sheets as of the beginning of the reporting period. For those contracts that were wholly or partially unsatisfied as of December 31, 2025, the Company’s remaining performance obligation totaled approximately $ 1.7 billion. The Company expects to recognize approximately 49.0 % of these remaining performance obligations as revenue over the next 24 months, an additional 34.0 % in the next 25 to 48 months, and the remaining balance thereafter. This estimate does not include estimated consideration for excess user and transaction processing fees that the Company expects to earn under its subscription contracts. Contract assets totaled $ 3.6 million and $ 1.9 million as of December 31, 2025 and 2024, respectively, which are included in other assets in the accompanying consolidated balance sheets. Deferred Cost Recognition The Company capitalized $ 13.4 million, $ 9.9 million, and $ 8.7 million in deferred commissions costs during the years ended December 31, 2025, 2024, and 2023, respectively, and recognized amortization of $ 6.4 million, $ 5.1 million, and $ 3.8 million during the years ended December 31, 2025, 2024, and 2023, respectively. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Deferred commissions are considered costs to obtain a contract and are included in deferred costs in the accompanying consolidated balance sheets in the amount of $ 32.9 million and $ 25.9 million as of December 31, 2025 and 2024, respectively. The Company capitalized implementation costs of $ 12.2 million, $ 10.2 million, and $ 8.4 million during the years ended December 31, 2025, 2024, and 2023, respectively, and recognized amortization of $ 6.3 million, $ 5.6 million, and $ 4.9 million during the years ended December 31, 2025, 2024, and 2023, respectively. Amortization expense is included in cost of revenues in the accompanying consolidated statements of operations. These deferred costs are considered costs to fulfill client contracts and are included in deferred costs in the accompanying consolidated balance sheets in the amount of $ 30.4 million and $ 24.5 million as of December 31, 2025 and 2024, respectively. The Company periodically reviews the carrying amount of deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. No impairment loss was recognized in relation to these capitalized costs for the years ended December 31, 2025, 2024, and 2023. 67 Table of Contents Note 6. Accounts Receivable Accounts receivable includes the following amount at December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 Trade accounts receivable $ 44,136 $ 32,866 Unbilled receivables 7,914 6,086 Total receivables 52,050 38,952 Allowance for credit losses ( 460 ) ( 27 ) Reserve for estimated credits ( 96 ) ( 186 ) Total accounts receivable, net $ 51,494 $ 38,739 Note 7. Accrued Liabilities Accrued liabilities consisted of the following at December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 Bonus accrual $ 15,865 $ 7,989 Commissions accrual 4,090 1,708 Client refund liability 1,388 443 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 Note 8. Debt 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 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 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 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 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. 68 Table of Contents 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 69 Table of Contents 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. Capped Calls 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. Note 9. Stockholders' Equity In April 2021, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to be issued was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to be issued was reduced to 10,000,000 shares. Equity Compensation Plans On February 25, 2021, the Board approved, subject to stockholder approval, which was obtained on March 23, 2021, the ESPP, pursuant to which employees would be able to purchase shares of the Company’s common stock at a 15 % discount. The Board provided that the share reserve will be refreshed by an evergreen provision of 1 % of the Company’s outstanding common stock on the last day of the prior year, or such lesser amount as the Board or its Compensation Committee may determine, which is effective the first day of the following fiscal year. As of December 31, 2025, the Company has reserved 4,205,790 shares of common stock for issuance under the ESPP and 2,760,813 shares remain available for future issuance. On February 25, 2021, the Board approved, subject to stockholder approval, which was obtained on March 23, 2021, the Company’s 2021 Incentive Award Plan (the “2021 Plan”), pursuant to which incentive awards may be awarded to employees, directors and consultants. The 2021 Plan includes any shares underlying awards outstanding under the 2011 Long-Term Incentive Plan, as amended (the “2011 Plan”). The Board provided that the share reserve will be refreshed by an evergreen provision of 5.0 % of the shares outstanding on the last day of the prior fiscal year or such lesser amount as determined by the Board, which is effective the first day of the following fiscal year. As of December 31, 2025, the Company has reserved 31,175,759 shares of common stock for issuance pursuant to awards under the 2021 Plan, and 18,311,054 shares remain available for future issuance. 70 Table of Contents Stock Options A summary of option activity is as follows: Options Outstanding (in thousands except share and per share amounts) Number of shares Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance, January 1, 2024 3,914,411 $ 8.48 6.0 $ 62,295 Granted — Exercised ( 2,578,806 ) 7.85 60,524 Forfeited ( 37,004 ) 15.92 414 Balance, December 31, 2024 1,298,601 $ 9.51 5.2 $ 35,285 Granted — Exercised ( 407,938 ) 6.93 8,687 Forfeited ( 1,216 ) 15.46 24 Balance, December 31, 2025 889,447 $ 10.68 4.4 $ 11,600 Exercisable at, December 31, 2025 889,447 $ 10.68 4.4 $ 11,600 No options were granted for the years ended December 31, 2025, 2024, and 2023. 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, 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, 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: Number of shares Weighted Average Grant Date Fair Value Per Share Balance, January 1, 2023 1,831,068 $ 5.36 Granted — Forfeited ( 80,864 ) 7.16 Vested ( 956,667 ) 4.67 Balance, December 31, 2023 793,537 6.04 Granted — Forfeited ( 33,630 ) 8.41 Vested ( 694,398 ) 5.67 Balance, December 31, 2024 65,509 8.67 Granted — Forfeited ( 1,216 ) 8.50 Vested ( 64,293 ) $ 5.10 Balance, December 31, 2025 — 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. The special provisions call for the accelerated vesting of a portion of the options granted to the employee under certain circumstances. 71 Table of Contents Restricted Stock Units 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 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. Restricted stock unit activity was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Nonvested as of January 1, 2024 7,305,443 $ 16.85 Granted 2,550,824 26.69 Vested ( 2,966,340 ) 18.50 Forfeited ( 792,674 ) 17.20 Nonvested as of December 31, 2024 6,097,253 $ 20.12 Granted 3,790,874 28.13 Vested ( 3,295,924 ) 20.79 Forfeited ( 650,727 ) 24.00 Nonvested as of December 31, 2025 5,941,476 $ 24.25 As of December 31, 2025, the total unrecognized stock-based compensation expense related to RSUs was $ 105.8 million, net of forfeitures, which the Company expects to recognize over the next 2.6 years. Employee Stock Purchase Plan The first offering period commenced on May 15, 2021, and as of December 31, 2025, 1,444,977 shares have been issued under the ESPP with 264,230 shares issued during the year ended December 31, 2025. Stock-based compensation expense was included in the consolidated statements of operations as follows: Year ended December 31, (in thousands) 2025 2024 2023 Cost of revenues $ 8,260 $ 5,366 $ 5,584 Research and development 22,510 17,279 15,995 Sales and marketing 13,535 9,049 7,220 General and administrative 35,793 27,743 22,432 Total stock-based compensation expenses $ 80,098 $ 59,437 $ 51,231 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. 72 Table of Contents Note 10. Income Taxes The components of the (benefit from) provision for income taxes are as follows: Year ended December 31, (in thousands) 2025 2024 2023 Income (loss) before income tax provision (benefit): US $ ( 59,558 ) $ ( 40,527 ) $ ( 62,869 ) Foreign 596 — — Total income (loss) before income tax provision (benefit) $ ( 58,962 ) $ ( 40,527 ) $ ( 62,869 ) Current income tax provision (benefit): Federal $ — $ — $ — State 305 199 76 Foreign 179 — — Total current income tax provision (benefit) 484 199 76 Deferred income tax provision (benefit): Federal ( 9,083 ) 89 145 State ( 2,711 ) 20 ( 177 ) Foreign — — — Total deferred income tax provision (benefit) ( 11,794 ) 109 ( 32 ) Total (Benefit from) provision for income taxes $ ( 11,310 ) $ 308 $ 44 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: Year ended December 31, (in thousands) 2025 2024 2023 US federal statutory tax rate $ ( 12,382 ) 21.0 % $ ( 8,511 ) 21.0 % $ ( 13,203 ) 21.0 % State and local income taxes, net of federal income tax effect (1) ( 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 ) % Nontaxable or nondeductible items: Stock-based compensation ( 3,556 ) 6.0 % ( 17,400 ) 42.9 % ( 1,539 ) 2.4 % Executive compensation 4,088 ( 6.8 ) % 10,620 ( 26.2 ) % 2,970 ( 4.7 ) % Meals & entertainment 641 ( 1.1 ) % 460 ( 1.1 ) % 362 ( 0.6 ) % Other 247 ( 0.4 ) % 288 ( 0.7 ) % 107 ( 0.1 ) % Other adjustments: Other ( 143 ) 0.2 % ( 257 ) 0.6 % ( 228 ) 0.3 % Total $ ( 11,310 ) 19.2 % $ 308 ( 0.8 ) % $ 44 ( 0.1 ) % (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. 73 Table of Contents Significant components of the Company’s net deferred tax assets and liabilities were as follows as of December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 Deferred tax assets: Deferred revenue $ 9,242 $ 7,240 Accrued expenses 4,116 2,189 Stock-based compensation 3,834 2,422 Net operating loss carryforward (federal and state) 113,044 76,213 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 Total deferred tax assets 184,155 140,556 Valuation allowance for deferred tax assets ( 137,813 ) ( 127,102 ) Deferred tax assets, net of valuation allowance 46,342 13,454 Deferred tax liabilities: Fixed assets ( 154 ) ( 158 ) Right-of-use assets ( 3,389 ) ( 3,661 ) Goodwill ( 5,645 ) ( 4,997 ) Intangible assets ( 36,630 ) ( 4,625 ) Deferred costs ( 3,149 ) ( 1,835 ) Total deferred tax liabilities ( 48,967 ) ( 15,276 ) Deferred income tax liabilities, net of deferred tax assets $ ( 2,625 ) $ ( 1,822 ) 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% 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. Subsequent ownership changes may further impact the limitation in future years. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. As part of the evaluation, the Company considered historical losses, future reversals of taxable temporary differences, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies. As a result, at December 31, 2025 and 2024, the Company established a valuation allowance of $ 137.8 million and $ 127.1 million, respectively, for its net deferred tax assets as realization of the net deferred tax assets is not reasonably assured based upon a “more likely than not” threshold. The Company excluded the deferred tax liabilities related to certain indefinite-lived intangibles when calculating the valuation allowance, as these liabilities cannot be considered as a source of income when determining the realizability of the net definite-lived deferred tax assets. In addition to these indefinite-lived deferred tax liabilities, the Company also has indefinite-lived deferred tax assets which were considered as part of the Company’s net deferred tax position. The valuation allowance increased by $ 10.7 million and $ 17.9 million during the years ended December 31, 2025 and 2024, respectively. The Company files income tax returns in the U.S. federal jurisdiction and several state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for tax years before 2020. Operating losses generated in years prior to 2020 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. The tax years 2022 and forward remain open to examination by all the major taxing jurisdictions to which the Company is subject, though the Company is not currently under examination by any major taxing jurisdiction. The Company did not have any uncertain tax positions as of December 31, 2025 and 2024. The Company’s policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense. For the 74 Table of Contents 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. Note 11. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, cash equivalents, marketable securities, accounts receivable and accounts payable. The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these instruments. Cash equivalents include amounts held in money market accounts that are measured at fair value using observable market prices. Marketable securities include debt securities that are measured at fair value using observable inputs. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs that are supported by little or no market activity. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Company’s financial assets measured at fair value as of December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation: Fair Value at Reporting Date Using (in thousands) December 31, 2025 Level 1 Level 2 Level 3 Assets: Cash equivalents (1) $ 51,426 $ 51,426 $ — $ — Marketable securities: Corporate bonds 9,732 — 9,732 — Commercial paper 995 — 995 — U.S. Treasury debt securities 23,905 23,905 — — International debt securities 1,003 — 1,003 — Total marketable securities 35,635 23,905 11,730 — Total Assets $ 87,061 $ 75,331 $ 11,730 $ — (1) Includes insured cash sweep account, cash sweep account, money market account and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements, and corporate bonds that have a maturity of three months or less from the original acquisition date. Fair Value at Reporting Date Using (in thousands) December 31, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents (1) $ 62,434 $ 62,434 $ — $ — Marketable securities: Corporate bonds 4,368 — 4,368 — Commercial paper 1,580 — 1,580 — U.S. Treasury debt securities 15,427 15,427 — — Total marketable securities 21,375 15,427 5,948 — Total Assets $ 83,809 $ 77,861 $ 5,948 $ — (1) Includes insured cash sweep account, cash sweep account, money market account and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements and corporate bonds that have a maturity of three months or less from the original acquisition date. Note 12. Earnings Per Share 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 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 75 Table of Contents 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: Year ended December 31, (in thousands, except shares and per share amounts) 2025 2024 2023 Net Loss $ ( 47,652 ) $ ( 40,835 ) $ ( 62,913 ) Weighted average shares of common stock outstanding - basic and diluted 103,895,195 98,892,692 94,080,797 Loss per common share - basic and diluted $ ( 0.46 ) $ ( 0.41 ) $ ( 0.67 ) For the years ended December 31, 2025, 2024, and 2023, the following potential shares were excluded from diluted EPS as the Company had a net loss in each period presented: Year ended December 31, 2025 2024 2023 Stock options 889,447 1,298,601 3,914,768 RSUs 5,941,476 6,097,253 7,305,443 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 Note 13. Commitments and Contingencies Contractual Commitments The Company has non-cancelable contractual commitments related to third-party products, hosting services and other service costs. The Company is party to several purchase commitments for third-party services that contain both a contractual minimum obligation and a variable obligation based upon usage or other factors which can change on a monthly basis. At December 31, 2025, the Company had approximately $ 44.4 million of purchase obligations in the next 12 months. Legal Proceedings The Company may become party to various legal actions during the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees, it may receive unfavorable preliminary or interim rulings during litigation, and there can be no assurances that favorable final outcomes will be obtained. In addition, the Company’s industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Companies in our industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights. Furthermore, client agreements typically require the Company to indemnify clients against liabilities incurred in connection with claims alleging its solutions infringe the intellectual property rights of a third party. From time to time, the Company has been involved in disputes related to patent and other intellectual property rights of third parties, none of which has resulted in material liabilities. The Company expects these types of disputes may continue to arise in the future. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims that are likely to be asserted, is not reasonably likely to be material to the Company’s financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities. Note 14. Leases 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. Operating lease expense consisted of: Year ended December 31, (in thousands) 2025 2024 2023 Operating lease expense $ 2,687 $ 2,687 $ 2,984 Short term lease expense and other (1) 1,105 1,026 960 Total lease expense $ 3,792 $ 3,713 $ 3,944 (1) Other lease expense includes variable lease expense, sublease income, and gain on lease modification. 76 Table of Contents Supplemental lease information Year ended December 31, Cash flow information (in thousands) 2025 2024 2023 Cash paid for operating lease liabilities $ 2,897 $ 2,665 $ 3,907 Non-cash adjustment to operating lease right-of-use assets from lease modification (1) $ — $ — $ 3,108 (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. Operating lease information Year ended December 31, 2025 Weighted-average remaining lease term 6.4 years Weighted-average discount rate 7.7 % The future maturities of operating lease liabilities are as follows: (in thousands) December 31, 2025 2026 $ 2,843 2027 2,636 2028 2,777 2029 3,067 2030 3,144 Thereafter 8,767 Total minimum lease payments 23,234 Less: present value discount ( 5,919 ) Total lease liability balance $ 17,315 Note 15. Employee Benefit Plan The Company sponsors a 401(k) savings plan that covers substantially all employees who have attained 21 years of age. Employees can defer a portion of their annual gross compensation up to limits established by the Internal Revenue Code. The Company currently matches employee contributions at 25 % of employee contributions up to 8 % of their salary. Matching contributions vest based on the employees tenure with the Company. Contributions for the years ended December 31, 2025, 2024, and 2023 were $ 2.5 million, $ 2.1 million, and $ 1.9 million, respectively. Note 16. Goodwill and Other Intangibles Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are reviewed annually for impairment of value or when indicators of a potential impairment are present. As part of the Company’s business planning cycle, the Company performs an annual goodwill impairment test in the fourth quarter of the fiscal year. There were no indications of impairment of goodwill or intangibles noted for the years ended December 31, 2025 and 2024. 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: As of December 31, 2025 (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 92,800 $ ( 9,314 ) $ 83,486 Developed Technology 99,200 ( 29,462 ) 69,738 Tradenames 6,450 ( 756 ) 5,694 Subtotal amortizable intangible assets 198,450 ( 39,532 ) 158,918 Website domain name 25 — 25 Total intangible assets $ 198,475 $ ( 39,532 ) $ 158,943 77 Table of Contents As of December 31, 2024 (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ ( 4,185 ) $ 16,285 Developed Technology 27,700 ( 15,502 ) 12,198 Tradenames 750 ( 237 ) 513 Subtotal amortizable intangible assets 48,920 ( 19,924 ) 28,996 Website domain name 25 — 25 Total intangible assets $ 48,945 $ ( 19,924 ) $ 29,021 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 2027 23,614 2028 21,887 2029 21,887 2030 10,006 Thereafter 55,047 $ 158,918 Note 17. Related Party Transactions Mr. 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. 78 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.