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Item 1. Financial Statements

2026-04-30 compared with 2025-10-31 · 116 added, 175 removed, 399 unchanged (42% of the section changed)

1 unchanged sentence

ALKAMI TECHNOLOGY, INC.

C ONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

September 30, December 31,

March 31, December 31,

Current assets

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Stockholders’ Equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 500,000,000 shares authorized;

and 105,004,011 and 102,088,783 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

and 107,019,174 and 106,101,875 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 904,363 885,796

6 unchanged sentences

(in thousands, except share and per share data)

Three months ended September 30,

Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Revenues $ 126,138 $ 97,835

6 unchanged sentences

General and administrative 26,912 27,804

Acquisition-related expenses 247 — 3,138 195

Amortization of acquired intangibles 1,707 568

Loss on impairment of intangible assets — — 1,655 —

Total operating expenses 79,574 73,156

5 unchanged sentences

Loss before income taxes ( 7,210 ) ( 15,101 )

(Benefit from) provision for income taxes ( 29 ) ( 19 ) ( 11,610 ) 355

Provision for (benefit from) income taxes 2,753 ( 7,285 )

Net loss $ ( 9,963 ) $ ( 7,816 )

3 unchanged sentences

Basic and diluted 106,387,125 102,430,673

(1) Includes amortization of acquired technology of $ 4.9 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, and $ 11.7 million and $ 4.0 million for the nine months ended September 30, 2025 and 2024, respectively.

(1) Includes amortization of acquired technology of $ 4.9 million and $ 1.9 million for the three months ended March 31, 2026 and 2025, respectively.

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

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(in thousands, except share data)

Three months ended September 30, 2025

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance June 30, 2025

104,083,138 $ 104 $ 841,520 $ ( 497,608 ) $ 344,016

Stock-based compensation — — 20,717 — 20,717

Issuance of common stock upon restricted stock unit vesting 894,525 1 ( 1 ) — —

Exercised stock options 26,348 — 187 — 187

Net loss — — — ( 14,804 ) ( 14,804 )

Balance September 30, 2025

105,004,011 $ 105 $ 862,423 $ ( 512,412 ) $ 350,116

Three months ended September 30, 2024

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance June 30, 2024 98,985,370 $ 99 $ 786,201 $ ( 459,116 ) $ 327,184

Stock-based compensation — — 15,633 — 15,633

Issuance of common stock upon restricted stock unit vesting 716,460 1 ( 1 ) — —

Exercised stock options 794,824 — 5,154 — 5,154

Payments for taxes related to net settlement of equity awards — — ( 25 ) — ( 25 )

Net loss — — — ( 9,442 ) ( 9,442 )

Balance September 30, 2024

100,496,654 $ 100 $ 806,962 $ ( 468,558 ) $ 338,504

Nine months ended September 30, 2025

Three months ended March 31, 2026

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance December 31, 2024

102,088,783 $ 102 $ 833,129 $ ( 476,201 ) $ 357,030

Balance January 1, 2026 106,101,875 $ 106 $ 885,796 $ ( 523,853 ) $ 362,049

Stock-based compensation — — 17,594 — 17,594

Issuance of common stock upon restricted stock unit vesting 805,506 1 ( 1 ) — —

Common stock issued under Employee Stock Purchase Plan (ESPP) 126,666 2,943 — 2,943

Exercised stock options 111,793 — 974 — 974

Capped call transaction — — ( 33,879 ) — ( 33,879 )

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

Net loss — — — ( 9,963 ) ( 9,963 )

Balance September 30, 2025

Balance March 31, 2026

107,019,174 $ 107 $ 904,363 $ ( 533,816 ) $ 370,654

Nine months ended September 30, 2024

Three months ended March 31, 2025

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance December 31, 2023 96,722,098 $ 97 $ 760,210 $ ( 435,366 ) $ 324,941

Balance January 1, 2025 102,088,783 $ 102 $ 833,129 $ ( 476,201 ) $ 357,030

Stock-based compensation — — 16,365 — 16,365

Issuance of common stock upon restricted stock unit vesting 697,506 1 ( 1 ) — —

Common stock issued under ESPP 216,174 — 2,598 — 2,598

Exercised stock options 233,687 — 1,523 — 1,523

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

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

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

Net loss — — — ( 7,816 ) ( 7,816 )

Balance September 30, 2024

Balance March 31, 2025

103,019,976 $ 103 $ 817,958 $ ( 484,017 ) $ 334,044

3 unchanged sentences

(in thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

Net loss $ ( 9,963 ) $ ( 7,816 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense 8,124 3,430

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Deferred revenues ( 751 ) 3,521

Net cash provided by operating activities 26,300 12,486

Net cash used in operating activities ( 4,800 ) ( 5,664 )

Cash flows from investing activities:

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Capitalized software development costs ( 2,187 ) ( 1,446 )

( 5,255 ) ( 5,009 )

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

Net cash (used in) provided by investing activities ( 393,464 ) 26,046

Net cash used in investing activities ( 4,219 ) ( 389,413 )

Cash flows from financing activities:

1 unchanged sentence

Debt issuance costs paid — ( 779 )

Proceeds from ESPP issuances 2,943 2,598

Proceeds from issuance of convertible senior notes — 335,513

Proceeds from borrowing under revolving loan — 60,000

Purchase of capped call transaction ( 33,879 ) —

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

Purchase of capped calls — ( 33,879 )

Proceeds from stock option exercises 974 1,523

Net cash provided by financing activities 330,121 1,497

Net (decrease) increase in cash and cash equivalents ( 37,043 ) 40,029

Net cash (used in) provided by financing activities ( 14,026 ) 362,378

Net decrease in cash and cash equivalents ( 23,045 ) ( 32,699 )

Cash and cash equivalents, beginning of period 63,457 94,359

Cash and cash equivalents, end of period $ 40,412 $ 61,660

(1) See Note 4 for additional information regarding non-cash investing activities for the nine months ended September 30, 2025 and 2024 related to capitalized software development costs.

Supplemental information and non-cash activities

Accrued but unpaid debt issuance costs $ — $ 1,119

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

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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 and Service Platform, allows FIs to onboard and engage new users, accelerate revenues and meaningfully improve operational efficiency, all with the support of a proprietary, true cloud-based, multi-tenant architecture.

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

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

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Accordingly, these interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes for the fiscal year ended December 31, 2025, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2026.

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 prior period amounts in these Notes to the Unaudited Condensed Consolidated Financial Statements to conform to current periods presentation.

The Company has reclassified certain prior period amounts in the Unaudited Condensed Consolidated Statements of Operations and Notes to the Unaudited Condensed Consolidated Financial Statements to conform to current periods presentation.

Use of Estimates

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The Company's chief operating decision maker, the Chief Executive Officer, assesses performance for the Company's single reportable segment and decides how to allocate resources based on the Company’s net loss (see the Unaudited Condensed Consolidated Statements of Operations).

See the accompanying condensed consolidated financial statements for single reportable segment-level financial information, total assets, revenues from external customers, depreciation and amortization expense, interest income and interest expense, (benefit from) provision for income taxes, and significant non-cash transactions.

See the accompanying Condensed Consolidated Financial Statements for single reportable segment-level financial information, total assets, revenues from external customers, depreciation and amortization expense, interest income and interest expense, provision for (benefit from) income taxes, and significant non-cash transactions.

Recent Accounting Pronouncements

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Early adoption is permitted.

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

In July 2025, the FASB issued 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.

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

The Company is currently evaluating the impact of the adoption on its Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

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Early adoption is permitted.

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

The Company is currently evaluating the impact of adoption on its Condensed Consolidated Financial disclosures.

Business Combination

On March 17, 2025, the Company consummated its previously announced merger with Fin Technologies, Inc.

dba MANTL (“MANTL”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated February 27, 2025, with MANTL surviving as a wholly owned subsidiary of the Company.

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.

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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 September 30, 2025, the allocation of the purchase price for MANTL has not been finalized.

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

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

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

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

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

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

(in thousands) Preliminary Fair Value as of March 17, 2025 Measurement Period Adjustments Adjusted Fair Value as of September 30, 2025

(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

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

The measurement period adjustments recorded for the nine months ended September 30, 2025 are related to post-closing working capital adjustments, a deferred revenue adjustment, and assumption of deferred tax liabilities.

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:

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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.

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

The Company accounted for the acquisition as a business combination.

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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 condensed consolidated statements of operations for the nine months ended September 30, 2025.

For the three and nine months ended September 30, 2025, the Company recognized acquisition-related expenses of $ 0.2 million and $ 3.1 million, respectively, related to the acquisition of MANTL.

The financial results of MANTL, for the period of March 18, 2025 through September 30, 2025, are included in the Company’s condensed consolidated financial statements and notes.

The revenue contribution from the MANTL acquisition was $ 11.0 million and $ 22.7 million for the three and nine months ended September 30, 2025, respectively.

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 Condensed Consolidated Statements of Operations for the three months ended March 31, 2025.

For the three months ended March 31, 2026 and 2025, the Company recognized acquisition-related expenses of $ 0.4 million and $ 2.4 million, respectively, related to the acquisition of MANTL.

Acquisition-related expenses are included in general and administrative in the Condensed Consolidated Statements of Operations.

The revenue contribution from the MANTL acquisition was $ 14.9 million for the three months ended March 31, 2026 and $ 1.4 million for the period of March 18, 2025 through March 31, 2025.

Property and Equipment, Net

Depreciation and amortization expense was $ 1.3 million and $ 3.4 million for the three and nine months ended September 30, 2025, respectively, and $ 1.0 million and $ 2.8 million for the three and nine months ended September 30, 2024, respectively.

Property and equipment, net, includes the following amounts at September 30, 2025 and December 31, 2024:

(in thousands) Useful Life September 30, 2025 December 31, 2024

Depreciation and amortization expense was $ 1.5 million and $ 1.0 million for the three months ended March 31, 2026 and 2025, respectively.

Property and equipment, net, includes the following amounts at March 31, 2026 and December 31, 2025:

(in thousands) Useful Life March 31, 2026 December 31, 2025

Capitalized software development costs 5 years 30,274 27,803

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Property and equipment, net $ 27,888 $ 26,652

For the nine months ended September 30, 2025 and 2024, the Company had non-cash investing activities of $ 0.7 million and $ 0.6 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 $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively, and less than $ 0.1 million and $ 0.1 million for both the three and nine months ended September 30, 2024.

See Note 15 for information related to a capitalized software development costs impairment.

See Note 15 for information related to a capitalized software development costs impairment for the three months ended March 31, 2025.

Revenues and Deferred Costs

The following table disaggregates the Company's revenue by major source for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,

Nine months ended September 30,

The following table disaggregates the Company's revenue by major source for the three months ended March 31, 2026 and 2025:

Three months ended March 31,

(in thousands) 2026 2025

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Total revenues $ 126,138 $ 97,835

The Company recognized approximately $ 9.3 million of revenue during the nine months ended September 30, 2025 that was included in deferred revenues in the accompanying condensed consolidated balance sheets as of the beginning of the reporting period.

For those contracts that were wholly or partially unsatisfied as of September 30, 2025, the Company’s remaining performance obligation totaled approximately $ 1.6 billion.

The Company recognized approximately $ 12.5 million of revenue during the three months ended March 31, 2026 that was included in deferred revenues in the accompanying Condensed Consolidated Balance Sheets as of the beginning of the reporting period.

For those contracts that were wholly or partially unsatisfied as of March 31, 2026, the Company’s remaining performance obligation totaled approximately $ 1.7 billion.

The Company expects to recognize approximately 50.2 % of these remaining obligations as revenue over the next 24 months, an additional 33.7 % 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 $ 2.9 million, including $ 0.2 million related to MANTL, and $ 1.9 million as of September 30, 2025 and December 31, 2024, respectively, which are included in other assets in the accompanying condensed consolidated balance sheets.

Contract assets totaled $ 3.8 million and $ 3.6 million as of March 31, 2026 and December 31, 2025, respectively, which are included in other assets in the accompanying Condensed Consolidated Balance Sheets.

Deferred Cost Recognition

The Company capitalized $ 3.9 million and $ 7.4 million in deferred commissions costs during the three and nine months ended September 30, 2025, respectively, and $ 3.1 million and $ 6.0 million for the three and nine months ended September 30, 2024, respectively, and recognized amortization of $ 1.5 million and $ 4.6 million during the three and nine months ended September 30, 2025, respectively, and $ 1.3 million and $ 3.8 million during the three and nine months ended September 30, 2024, respectively.

The Company capitalized $ 1.5 million and $ 1.0 million in deferred commissions costs during the three months ended March 31, 2026 and 2025, respectively, and recognized amortization of $ 1.9 million and $ 1.5 million during the three months ended March 31, 2026 and 2025, respectively.

Amortization expense is included in sales and marketing expenses in the accompanying Condensed Consolidated Statements of Operations.

Deferred commissions are considered costs to obtain a contract and are included in deferred costs in the accompanying condensed consolidated balance sheets in the amount of $ 28.7 million and $ 25.9 million as of September 30, 2025 and December 31, 2024, respectively.

The Company capitalized implementation costs of $ 3.5 million and $ 8.8 million during the three and nine months ended September 30, 2025, respectively, and $ 2.4 million and $ 7.6 million for the three and nine months ended September 30, 2024, respectively, and recognized amortization of $ 1.5 million and $ 4.5 million for the three and nine months ended September 30, 2025, respectively, and $ 1.4 million and $ 4.1 million during the three and nine months ended September 30, 2024, respectively.

Deferred commissions are considered costs to obtain a contract and are included in deferred costs in the accompanying Condensed Consolidated Balance Sheets in the amount of $ 32.6 million and $ 32.9 million as of March 31, 2026 and December 31, 2025, respectively.

The Company capitalized implementation costs of $ 3.6 million and $ 2.5 million during the three months ended March 31, 2026 and 2025, respectively, and recognized amortization of $ 2.0 million and $ 1.4 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense is included in cost of revenues in the accompanying Condensed Consolidated Statements of Operations.

These deferred costs are considered costs to fulfill client contracts and are included in deferred costs in the accompanying condensed consolidated balance sheets in the amount of $ 28.8 million and $ 24.5 million as of September 30, 2025 and December 31, 2024, respectively.

These deferred costs are considered costs to fulfill client contracts and are included in deferred costs in the accompanying Condensed Consolidated Balance sheets in the amount of $ 32.0 million and $ 30.4 million as of March 31, 2026 and December 31, 2025, 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 material impairment losses were recognized in relation to these capitalized costs for the three or nine months ended September 30, 2025 and 2024.

No material impairment losses were recognized in relation to these capitalized costs for the three months ended March 31, 2026 and 2025.

Accounts Receivable, net

Accounts receivable, net includes the following amounts at September 30, 2025 and December 31, 2024:

September 30, December 31,

Accounts receivable, net includes the following amounts at March 31, 2026 and December 31, 2025:

March 31, December 31,

(in thousands) 2026 2025

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Accrued Liabilities

Accrued liabilities consisted of the following at September 30, 2025 and December 31, 2024:

September 30, December 31,

Accrued liabilities consisted of the following at March 31, 2026 and December 31, 2025:

March 31, December 31,

(in thousands) 2026 2025

Bonus accrual $ 4,317 $ 15,865

Accrued vendor purchases 265 161

Commissions accrual 966 4,090

Accrued hosting services 1,860 2,026

Client refund liability 538 1,388

Accrued consulting and professional fees 606 653

Accrued tax liabilities 653 634

ESPP liability 2,185 757

Self-insurance reserve 1,736 1,516

Self-insured reserve 1,830 2,040

Accrued third-party solution costs 10,167 10,154

Accrued vendor purchases 7,211 6,113

Other accrued liabilities 8,510 7,709

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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 $ 25 million remained outstanding as of September 30, 2025.

The Company had borrowings of $ 60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL.

The Company repaid the remaining $ 15.0 million outstanding during the three months ended March 31, 2026.

As of March 31, 2026, there were no borrowings outstanding under the Revolving Facility.

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 % and in July 2025, the rate increased to approximately 7.70 %, which remained the effective interest rate as of September 30, 2025.

Interest expense related to the outstanding borrowings on the Revolving Facility was $ 0.9 million and $ 2.4 million for the three and nine months ended September 30, 2025, respectively.

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 decreased to 7.13 %, which remained the effective interest rate as of December 31, 2025.

In January 2026, the rate decreased to 7.02 %, which remained the effective interest rate as of March 31, 2026.

Interest expense related to the outstanding borrowings on the Revolving Facility was $ 0.2 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

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

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

The Amended Credit Agreement contains customary affirmative and negative covenants.

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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 September 30, 2025.

The Company was in compliance with all covenants as of March 31, 2026.

2030 Convertible Notes

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(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;

(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;

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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 September 30, 2025, the conditions allowing holders of the 2030 Convertible Notes to convert were not met.

As of March 31, 2026, 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) September 30, 2025

(in thousands) March 31, 2026

Principal $ 345,000

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

For the three and nine months ended September 30, 2025, interest expense related to the 2030 Convertible Notes consisted of the following (in thousands):

(in thousands) Three months ended September 30, 2025

Nine months ended September 30, 2025

For the three months ended March 31, 2026, interest expense related to the 2030 Convertible Notes consisted of the following (in thousands):

Three months ended March 31,

(in thousands) 2026 2025

Contractual interest expense $ 1,294 $ 216

1 unchanged sentence

Total interest expense $ 1,770 $ 352

As of September 30, 2025, the 2030 Convertible Notes had a principal amount of $ 345 million and an estimated fair value of $ 373 million.

As of March 31, 2026, the 2030 Convertible Notes had a principal amount of $ 345 million and an estimated fair value of $ 310 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.

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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 nine months ended September 30, 2025.

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 three months ended March 31, 2025.

Stockholders' Equity

1 unchanged sentence

Stock-based compensation expense was included in the Condensed Consolidated Statements of Operations as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended

(in thousands) 2026 2025

4 unchanged sentences

Total stock-based compensation expenses $ 17,310 $ 20,002

In connection with the acquisition of MANTL in March 2025, the vesting of certain outstanding unvested equity awards were accelerated and settled in cash, resulting in the Company recognizing $ 3.9 million of stock-based compensation expense for the nine months ended September 30, 2025.

See Note 3 for additional information.

The Company recorded an income tax benefit of less than $0.1 million and $ 11.6 million for the three and nine months ended September 30, 2025, respectively, resulting in an effective tax rate of 0.2 % and 24.3 %, respectively, compared to income tax benefit of less than $0.1 million and income tax expense of $ 0.4 million for the three and nine months ended September 30, 2024, respectively, resulting in an effective tax rate of 0.2 % and ( 1.1 )%, respectively.

The Company’s effective tax rates for the three and nine months ended September 30, 2025 and 2024 differ from the statutory tax rate primarily due to the impact of the valuation allowance against its deferred tax assets and state tax expense, offset by a deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the MANTL business combination.

The acquisition of MANTL resulted in the recognition of a net deferred tax liability of $ 12.6 million for both the three and nine months ended September 30, 2025.

See Note 3 for further information.

Prior to the business combination, MANTL had a full valuation allowance on its net deferred tax assets.

The net deferred tax liability generated from the business combination is considered an additional source of income to support the realizability of the Company’s pre-existing deferred tax assets.

As a result, the Company released a portion of the pre-existing valuation allowance against the deferred tax assets and recorded a provisional deferred tax benefit of $ 12.0 million.

The Company recorded income tax expense of $ 2.8 million and income tax benefit of $ 7.3 million for the three months ended March 31, 2026 and 2025, respectively, resulting in an effective tax rate of ( 38.2 )% and 48.2 %, respectively.

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differ from the U.S.

statutory tax rate primarily due to unfavorable permanent differences and changes in the valuation allowance recorded against the Company’s deferred tax assets.

For the three months ended March 31, 2025, the effective tax rate was further impacted by a deferred tax benefit resulting from the partial release of a pre-existing valuation allowance in connection with the MANTL business combination.

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.

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The assessment considers, among other matters:

losses, a forecast of future taxable income, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies.

historical losses, a forecast of future taxable income, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies.

As a result, the Company has established a valuation allowance against most of its deferred tax assets as realization is not reasonably assured based upon a “more likely than not” threshold.

The Company reassesses the realizability of deferred tax assets regularly, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available.

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States, which, among other provisions, includes a retroactive repeal of the Tax Cuts and Jobs Act’s requirement to amortize Section 174 research and development expenses over five years.

Starting with tax years beginning after December 31, 2024, domestic research and development expenses can be fully deducted in the year incurred, however it retains the requirement to amortize foreign research and development expenditures over 15 years.

Due to the Company’s valuation allowance, OBBBA does not have a material impact on its condensed consolidated financial statements.

Fair Value of Financial Instruments

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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 tables summarize the Company’s financial assets measured at fair value as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation:

The following tables summarize the Company’s financial assets measured at fair value as of March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation:

Fair Value at Reporting Date Using

(in thousands) September 30, 2025 Level 1 Level 2 Level 3

(in thousands) March 31, 2026 Level 1 Level 2 Level 3

Cash equivalents (1)

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Treasury debt securities 22,163 22,163 — —

International debt securities 992 — 992 —

Total marketable securities 37,234 22,163 15,071 —

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Treasury debt securities 23,905 23,905 — —

International debt securities 1,003 — 1,003 —

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

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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 the three and nine months ended September 30, 2025 and 2024, the number of shares used to calculate diluted net loss per share attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share attributable to common stockholders for the period presented because the potentially dilutive shares would have been anti-dilutive if included in the calculation.

Because the Company has reported a net loss for the three months ended March 31, 2026 and 2025, the number of shares used to calculate diluted net loss per share attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share attributable to common stockholders for the period presented because the potentially dilutive shares would have been anti-dilutive if included in the calculation.

In connection with the offering of the 2030 Convertible Notes, the Company entered into Capped Calls that are intended to reduce or offset the potential dilution from shares of common stock issued upon conversion.

The impact of the Capped Calls is not included when calculating potentially dilutive shares since their effect is anti-dilutive.

The computation of basic and diluted net loss per share attributable to common stockholders is as follows for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,

Nine months ended September 30,

The computation of basic and diluted net loss per share attributable to common stockholders is as follows for the three months ended March 31, 2026 and 2025:

Three months ended

(in thousands, except shares and per share amounts) 2026 2025

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The following potential shares of common stock were excluded from diluted net loss per share as the Company had a net loss in each of the periods presented:

As of September 30,

As of March 31,

Stock options 775,554 1,063,698

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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, which 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.

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 extended the term for the remaining reduced leased space to August 31, 2033.

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.

The Company leases office space under non-cancellable operating leases for its corporate headquarters in Plano, Texas.

On February 24, 2026, the Company entered into an agreement for an office lease in India that became effective on March 9, 2026, with a lease term of five years .

The Company recognized a lease liability and ROU asset of $ 4.8 million for the India lease, included in the Condensed Consolidated Balance Sheets.

Operating lease expense consisted of:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands)

2025 2024 2025 2024

Operating lease expense

$ 672 $ 672 $ 2,015 $ 2,015

Short-term lease expense and other (1)

269 297 795 729

Total lease expense $ 1,078 $ 847

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Supplemental Cash Flow Information

Nine months ended September 30,

Three months ended March 31,

Cash flow information (in thousands)

Cash paid for operating lease liabilities

$ 2,119 $ 1,993

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

(1) For the three months ended March 31, 2026, right-of-use assets obtained in exchange for operating lease obligations is related to the commencement of the Company’s lease agreement in India.

The future maturities of operating lease liabilities are as follows:

(in thousands) September 30, 2025

2025 (three months remaining)

(in thousands) March 31, 2026

2026 (nine months remaining) $ 2,899

Thereafter 9,017

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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 noted as of September 30, 2025.

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 nine months ended September 30, 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 September 30, 2025 and December 31, 2024, respectively.

Total intangibles assets consisted of the following as of September 30, 2025 and December 31, 2024:

As of September 30, 2025

There were no indications of impairment of goodwill noted as of March 31, 2026.

Goodwill has a carrying value of $ 403.4 million and $ 403.4 million as of March 31, 2026 and December 31, 2025, respectively.

Total intangible assets consisted of the following as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

(in thousands) Carrying Value Accumulated Amortization Net Carrying Value

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Total intangible assets $ 198,475 $ ( 39,532 ) $ 158,943

Amortization expense recognized on intangible assets was $ 6.7 million and $ 15.7 million for the three and nine months ended September 30, 2025, respectively, and $ 1.7 million and $ 5.1 million for the three and nine months ended September 30, 2024, respectively.

Amortization expense recognized on intangible assets was $ 6.6 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, 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 condensed consolidated statements of operations for the nine months ended September 30, 2025.

This non-cash charge was recorded to general administrative expenses within the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 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):

2025 (three months remaining)

2026 (nine months remaining)

Thereafter 55,047

Subsequent Events

On October 29, 2025, the Company appointed Cassandra Hudson as Chief Financial Officer of the Company effective November 1, 2025, succeeding Bryan Hill who will retire from the Company on October 31, 2025.

The Company entered into an employment agreement with Ms.

Hudson that provides the terms and conditions of her employment.

Refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2025 for additional information.

In connection with Mr.

Hill's retirement, the Company entered into a consulting agreement with him to serve as a consultant providing transition services through December 15, 2026.

Hill’s consulting agreement, his restricted stock unit awards will continue to vest while providing transition services.

As a result, the Company is evaluating the accounting for the modification of his unvested equity awards.

Subsequent Event

On April 23, 2026, the Board authorized a share repurchase program to repurchase up to $ 100 million of the Company’s common stock.

Repurchases under the program may be made from time to time, at management’s discretion, using a variety of methods, including open market purchases, privately negotiated transactions, and other means all in accordance with federal securities laws and other applicable legal requirements, including pursuant to one or more Rule 10b5-1 trading plans.

The timing and size of any repurchases will be determined by management based on prevailing share prices, general economic and market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant.

The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors.

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

What changed 10-Q

Item 1. Financial Statements