What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-31 · 138 added, 183 removed, 237 unchanged (58% of the section changed)

14 unchanged sentences

• predicting the long-term rate of client subscription renewals or adoption of our solutions;

• the unpredictable and time-consuming nature of our sales cycles;

• the unpredictable, time-consuming and costly nature of our sales cycles;

• integration with and reliance on third-party software, content and services;

11 unchanged sentences

• cybersecurity breaches or other compromises of our security measures or those of third parties upon which we rely;

• privacy and data security concerns, laws, regulations and standards and our processing and use of the PI of end users;

• privacy and data security concerns, data collection and transfer restrictions, contractual obligations, laws, regulations and standards and our processing and use of the PI of end users;

• risks and challenges associated with the development and use of AI technologies;

• intense competition in the markets we serve;

2 unchanged sentences

• reliance on the development of the market for digital banking solutions;

• regulations and laws applicable to us, our clients and our solutions, including the impact of tariff and trade policies on us and our clients;

• regulations and laws applicable to us, our clients and our solutions, including the impact of tariffs and trade policies on us and our clients;

• protecting our intellectual property rights and defending ourselves against claims that we are misappropriating the intellectual property rights of others;

4 unchanged sentences

• the way we recognize revenue, beginning from the live use of the service, which causes changes in client subscriptions to not be immediately apparent in our reported operating results;

• our limited operating history, our history of operating losses and our ability to use our net operating loss carryforwards;

• our ability to raise sufficient capital in a timely manner and the resulting dilution and the terms of our Amended Credit Agreement (as defined below);

• unanticipated changes in tax laws or regulations;

• risks from our indebtedness and liabilities;

• our ability to raise sufficient capital and the resulting dilution and the terms of our Amended Credit Agreement (as defined below);

• our ability to raise necessary funds to repurchase the 2030 Convertible Notes (as defined below) or to pay any cash amounts due upon their maturity or conversion;

• our ability to meet certain operating and financial covenants and restrictions under our Amended Credit Agreement;

• our ability to raise necessary funds to repurchase the 2030 Convertible Notes (as defined below) or to pay any cash amounts due upon their

maturity or conversion of the 2030 Convertible Notes and dilution to our common stock upon the conversion of the 2030 Convertible Notes;

• risks from our accounting method of the 2030 Convertible Notes;

• counterparty risk with respect to the Capped Calls (as defined below);

• unanticipated changes in tax laws or regulations;

• loss of emerging growth company status;

• future strategic initiatives, including acquisitions of businesses and strategic investments;

• future sales of shares of our common stock, our lack of an intention to pay dividends and significant influence of our principal stockholders;

• anti-takeover and exclusive forum provisions in our governing documents.

• provisions in the Indenture (as defined below) delaying or preventing beneficial takeover and anti-takeover and exclusive forum provisions in our governing documents;

• the volatility of the trading price of our common stock;

• risks from actions of activist stockholders or others;

• significant expenses and administrative burdens as a public company

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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We inspire and empower community, regional and super-regional financial institutions (“FIs”) to compete with large, technologically advanced and well-resourced banks in the United States.

Our 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.

Our solution, the Alkami Digital Sales & Service Platform, consisting of the Alkami Digital Banking Platform (“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.

We cultivate deep relationships with our clients through long-term, subscription-based contractual arrangements, aligning our growth with our clients’ success and generating an attractive unit economic model.

Alkami was founded to help level the playing field for FIs.

Since then, our vision has been to create a platform that combines premium technology and fintech solutions in one integrated ecosystem, delivered as a software-as-a-service (“SaaS”) solution and providing our clients’ customers with a single point of access to all things digital.

Since then, our vision has been to create a platform that combines premium technology and fintech solutions in one integrated ecosystem, delivered as a software-as-a-service (“SaaS”) solution and providing our clients’ account holders with a single point of access to all things digital.

We have invested significant resources to build a technology stack that prioritized innovation velocity and speed-to-market given the importance of product depth and functionality in winning and retaining clients.

In October 2020, we acquired ACH Alert, LLC (“ACH Alert”) to pursue adjacent product opportunities, such as fraud prevention and to expand our addressable market.

In September 2021, we acquired MK Decisioning Systems, LLC (“MK”), a technology platform for onboarding and account opening, credit card and loan origination solutions.

In April 2022, we acquired Segmint, Inc.

(“Segmint”), a leading cloud-based financial data analytics and transaction data cleansing provider.

In March 2025, we acquired Fin Technologies, Inc., dba MANTL (“MANTL”), an onboarding and account opening solutions provider that allow financial institutions to acquire commercial, business and retail customers through a variety of channels for many deposit account types.

In March 2025, we acquired Fin Technologies, Inc., dba MANTL (“MANTL”), to provide onboarding, account opening, and loan origination solutions that allow FIs to acquire commercial, business and retail customers through a variety of channels for deposit account and loan types.

During 2024, we established a new subsidiary in India to support potential future operational needs.

As of September 30, 2025, this entity had immaterial operations and did not have a significant impact on our consolidated financial results.

We will continue to assess the impact of this entity as operations evolve.

While our presence in India has grown since 2024, these operations remain immaterial to our Condensed Consolidated Financial Statements as of March 31, 2026.

Our domain expertise in retail and business banking has enabled us to develop a suite of products tailored to address key challenges faced by FIs.

Due to our architecture, adding products through our single code base is fast, simple and cost-effective.

The key differentiators of the Alkami Digital Sales and Service Platform include:

The key differentiators of the Alkami Digital Sales & Service Platform include:

• User experience:

Personalized and seamless digital experience across user interaction points, including desktop, mobile, chat and SMS, establishing durable connections between FIs and their customers.

Personalized and seamless digital experience across user interaction points, including desktop, mobile, chat and SMS, establishing durable connections between FIs and their customers or members.

• Integrations :

Scalability and extensibility driven by more than 300 real-time integrations to back-office systems and third-party fintech solutions as of September 30, 2025, including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.

Scalability and extensibility driven by more than 350 real-time integrations to back-office systems and third-party fintech solutions as of March 31, 2026, including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.

• Deep data capabilities :

Data synchronized and stored from back-office systems and third-party fintech solutions and synthesized into meaningful insights, targeted content, and other areas of monetization.

The Alkami Digital Sales and Service Platform offers an end-to-end set of digital banking products.

Our typical relationship with an FI begins with a set of core functional components, which can extend over time to include a rounded suite of products across account opening, marketing, data insights, card experience, money movement, customer service, business banking, financial wellness, security and fraud protection and extensibility.

The Platform allows us to offer an end-to-end set of software solutions.

Our typical relationship with an FI begins with a set of core digital banking functional components, which can expand over time to include a rounded suite of products across onboarding and account opening, marketing, data insights, account management, payments and receivables, admin, risk and reporting, business and commercial banking, retail banking, financial analytics, and extensibility.

We primarily go to market through an internal sales force.

Given the long-term nature of our Alkami Digital Sales and Service Platform contracts, a typical sales cycle can range from approximately three to 12 months, with the subsequent implementation timeframe generally ranging from six to 12 months depending on the depth of integration.

We derive our Alkami Digital Sales and Service Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of September 30, 2025.

Given the long-term nature of our Platform contracts, a typical sales cycle can range from approximately three to 12 months, with the subsequent implementation timeframe generally ranging from six to 12 months depending on the depth of integration.

We derive our Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of March 31, 2026.

We predominantly employ a per-registered-user pricing model, with incremental fees above certain contractual client minimum commitments for each licensed solution.

In these cases, our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer penetration, incentivizing our clients to internally market and promote digital engagement.

In these cases, our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer or member penetration, incentivizing our clients to internally market and promote digital engagement.

To support our growth and capitalize on our market opportunity, we have increased our operating expenses across all aspects of our business.

In research and development, we continue to focus on innovation and bringing novel capabilities to our platform, extending our product depth.

In research and development, we continue to focus on innovation and bringing novel capabilities to our platform, extending our product

Similarly, we continue to expand our sales and marketing organization focusing on new client wins, cross-selling opportunities and client renewals.

For the three months ended September 30, 2025 and 2024, our total revenues were $113.0 million and $85.9 million, respectively, representing a 31.5% increase period-over-period.

For the nine months ended September 30, 2025 and 2024, our total revenues were $322.8 million and $244.2 million, respectively, representing an increase of 32.2% period-over-period.

SaaS subscription revenues, as further described below, represented 95.5% and 94.9% of total revenues for the three and nine months ended September 30, 2025, respectively, and 95.5% and 95.6% of total revenues for the three and nine months ended September 30, 2024, respectively.

We incurred net losses of $14.8 million and $36.2 million for the three and nine months ended September 30, 2025, respectively, and net losses of $9.4 million and $33.2 million for the three and nine months ended September 30, 2024, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

Recent Developments

Merger with MANTL.

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

Approximately $9.1 million of the consideration was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement.

See Note 3 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details.

Third Amendment to Amended and Restated Credit Agreement.

In connection with the acquisition of MANTL, on February 27, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to its Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), which, among other things, extended the maturity date of the Revolving Facility, increased the amount of the Revolving Facility commitment, extended the Financial Covenant Trigger Date (as defined therein), reduced the applicable interest rate margins, permitted the acquisition of MANTL pursuant to the terms of the Merger Agreement, permitted certain convertible indebtedness and equity derivative transactions, subject to certain restrictions, and modified certain covenants.

See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Issuance of Convertible Senior Notes.

On March 13, 2025, the Company issued $345 million principal amount of its 1.50% Convertible Senior Notes due 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 “Trustee”).

Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes.

The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements.

For the three months ended March 31, 2026 and 2025, our total revenues were $126.1 million and $97.8 million, respectively, representing a 28.9% increase period-over-period.

SaaS subscription revenues, as further described below, represented 95.8% and 94.9% of total revenues for the three months ended March 31, 2026 and 2025, respectively.

We incurred net losses of $10.0 million and $7.8 million for the three months ended March 31, 2026 and 2025, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

Factors Affecting our Operating Results

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A key part of our strategy is to grow our FI client base.

As of September 30, 2025, we served 291 FIs through the Alkami Digital Sales and Service Platform and more than 1,000 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products.

Each of our digital sales and service platform client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients.

As of March 31, 2026, we served 307 FIs through the Platform and 1000 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products.

Each of our digital banking client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients.

Our future success will significantly depend on our ability to continue to grow our FI client base through competitive wins.

Deepening Client Customer Penetration.

Deepening Client Customer or Member Penetration.

We primarily generate revenues through a per-registered-user pricing model.

Once we onboard a client, our ability to help drive incremental client customer digital adoption translates to additional revenues with very limited additional spend.

Our FI clients are incentivized to market and encourage digital account sign-up based on identifiable improvement in customer engagement, as well as discounts received based on certain levels of customer penetration.

We expect to continue to support digital adoption by client customers through continued investments in new products and platform enhancements.

Our future success will depend on our ability to continue to deepen client customer penetration.

Once we onboard a client, our ability to help drive incremental client customer or member digital adoption translates to additional revenues with very limited additional spend.

We expect to continue to support digital adoption by client customers or members through continued investments in new products and platform enhancements.

Our future success will depend on our ability to continue to deepen client customer or member penetration.

Expanding our Product Suite.

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In a replacement market, we win based on our ability to bring a product suite to market that is superior to the incumbent, as well as to our broader competition.

Of equal importance is the ability to cohesively deliver a deep product suite with as little friction as possible to the client customer.

Of equal importance is the ability to cohesively deliver a deep product suite with as little friction as possible to the client customer or member.

The depth of our product suite is a function of technology and platform partnerships.

Our platform model with more than 300 integrations as of September 30, 2025 enables us to deliver thousands of configurations aligned with the digital platform strategies adopted by our clients.

Our platform model with more than 350 integrations as of March 31, 2026 enables us to deliver thousands of configurations aligned with the digital platform strategies adopted by our clients.

We expect our future success in winning new clients to be partially driven by our ability to continue to develop and deliver new, innovative products to FI clients in a timely manner.

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Client renewals are also an important lever in driving our long-term gross margin targets, as we generally achieve approximately 70% gross margin upon renewal.

We had 6 and 16 client renewals for the three and nine months ended September 30, 2025, respectively.

We had 4 client renewals in the three months ended March 31, 2026.

We expect client renewals to continue to play a key role in our future success.

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Our single code base, built on a multi-tenant infrastructure and combined with continuous software delivery enables us to bring new, innovative products to market quickly and positions us with what we believe is market-leading breadth in terms of product offerings and feature sets.

We remain committed to investing in our platform, notably through our research and development spend, which was 26.6% and 27.0% of our revenues for the three and nine months ended September 30, 2025, respectively.

We remain committed to investing in our platform, notably through our research and development spend, which was 24.6% and 27.5% of our revenues for the three months ended March 31, 2026 and 2025, respectively.

Our future success will depend on our continued leadership in innovation.

Components of Results of Operations

Our client relationships are predominantly based on multi-year contracts for the Alkami Digital Sales and Service Platform that have had an average contract life of approximately 70 months as of September 30, 2025.

We derive the majority of our revenues from SaaS subscription services charged for the use of our digital sales and service platform.

We derive substantially all of our revenues from SaaS subscription services charged for the use of our digital sales and service solution.

Our client relationships are predominantly based on multi-year contracts for the Platform that have had an average contract life of approximately 70 months as of March 31, 2026.

Subscription services are recognized over time on a ratable basis over the client agreement term beginning on the date our solution is made available to our client.

The promised consideration may include fixed or variable amounts and termination fees for clients leaving our digital sales and service platform.

For our clients with enterprise license contracts, they are invoiced on an agreed upon monthly rate throughout the contract term, which may include fixed monthly or annual rate escalations.

The promised consideration may include fixed or variable amounts.

Our clients with enterprise license contracts are invoiced on an agreed upon monthly rate throughout the contract term, which may include fixed monthly or annual rate escalations.

Fixed dollar or percentage escalations that are not based on registered users are considered part of the fixed transaction price and recognized on a straight-line basis over the SaaS subscription period evenly.

The majority of our client contracts are based on registered users, which we invoice monthly a contractual minimum fee for each licensed solution.

In addition, we invoice monthly an additional subscription fee for the number of registered users using each solution and the number of bill-pay and certain other transactions those registered users conduct through our digital banking platform in excess of their contractual client minimum commitments.

Our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer penetration, incentivizing our clients to internally market our products and promote digital engagement.

The majority of our client contracts are based on registered users, for which clients are invoiced a monthly contractual minimum fee for each licensed solution.

In addition, to the extent clients exceed their contractual minimum commitments, we invoice a monthly subscription fee based on (i) the number of registered users on each licensed solution and (ii) the number of bill-pay and certain other transactions conducted through our Platform.

Our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer or member penetration, incentivizing our clients to internally market our products and promote digital engagement.

Variable consideration earned for subscription fees in excess of contractual minimums is recognized as revenues in the month of actual usage.

SaaS subscription services also include annual and monthly charges for maintenance and support services, which are recognized on a straight-line basis over the contract term.

We receive implementation and other upfront fees for the implementation, configuration and integration of our digital sales and service platform.

We receive implementation and other upfront fees for the implementation, configuration and integration of our Platform.

We typically invoice these services as a fixed price per contract.

These fees are not distinct from the underlying licensed SaaS subscription services.

As a result, we recognize the resulting revenues on a straight-line basis over the client’s initial agreement term for our licensed SaaS solutions, commencing upon launch.

we recognize the resulting revenues on a straight-line basis over the client’s initial agreement term for our licensed SaaS solutions, commencing upon launch.

Occasionally, our clients request custom development and other professional services, which we provide.

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We recognize revenues at the point in time the services are transferred to the client.

The following table disaggregates our revenues for the three and nine months ended September 30, 2025 and 2024 by major source:

Three months ended September 30,

Nine months ended September 30,

The following table disaggregates our revenues for the three months ended March 31, 2026 and 2025 by major source:

Three months ended March 31,

(in thousands) 2026 2025

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Cost of Revenues and Gross Margin

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 our SaaS subscription, implementation and other services.

This includes the costs of our implementation, client support and development personnel responsible for maintaining and releasing updates to our 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 our solutions, depreciation, and the amortization of acquired technology.

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 our implementation, client support, development personnel responsible for maintaining and releasing updates to our 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 our solutions, the amortization of acquired technology, the amortization of capitalized internal use software, and depreciation.

We capitalize certain personnel costs directly related to the implementation of our solutions to the extent those costs are recoverable from future revenues.

These costs are deferred and amortization begins when our solution is made available to our client.

We amortize the costs for an implementation once revenue recognition commences.

The amortization period is typically five to seven years, which represents the expected period of client benefit.

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We intend to continue to increase our investments in our implementation, client support teams and technology infrastructure to serve our clients and support our growth.

We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions.

Our gross margin for the three and nine months ended September 30, 2025 was 56.8% and 58.1%, respectively, and 58.9% and 58.7% for the three and nine months ended September 30, 2024, respectively.

The major components of cost of revenues are represented in the following table as percentages of revenues for the three and nine months ended September 30, 2025 and 2024, respectively:

Three months ended September 30,

Nine months ended September 30,

We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the efficiency and utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions.

Our gross margin for the three months ended March 31, 2026 and 2025 was 58.6% and 59.0%, respectively.

The major components of cost of revenues are represented in the following table as percentages of revenues for the three months ended March 31, 2026 and 2025, respectively:

Three months ended March 31,

(Cost component as a % of revenue) 2026 2025

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In addition, we 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.

We expect research and development costs to increase as we expand our platform with new features and functionality, as well as enhance the existing Alkami Digital Sales and Service Platform.

We expect research and development costs to increase as we expand our platform with new features and functionality, as well as enhance the existing Alkami Digital Sales & Service Platform.

Sales and Marketing.

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

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

General and administrative expenses also include accounting, auditing and legal professional services fees, acquisition-related expenses, loss on impairment of intangible assets, secondary offering related expenses, stockholder matters related expenses, travel and other unallocated corporate-related expenses, such as the cost of our facilities, employee relations, corporate telecommunication and software.

We expect that general and administrative expenses will continue to increase as we scale our business and as we incur costs associated with being a publicly traded company, including legal, audit, business insurance and consulting fees.

Acquisition-Related Expenses.

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

However, we expect that general and administrative expenses will decrease as a percentage of revenue over the long term.

Amortization of Acquired Intangibles.

Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with our 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.

Non-operating Income (Expense)

Non-operating income (expense) consists primarily of interest income from our cash balances, interest expense from borrowings under our Revolving Facility (as defined below) and 2030 Convertible Notes, amortization of debt discount and deferred debt costs, unrealized gains or losses on marketable securities and realized gains on sales of marketable securities.

(Benefit from) Provision for Income Taxes

Our effective tax rate differs from the statutory tax rate primarily due to the impact of the valuation allowance against our deferred tax assets and state tax expense.

As a result of our valuation allowance, (benefit from) provision for income taxes consists primarily of state income taxes and deferred taxes related to the tax amortization of acquired goodwill, 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.

Non-operating income (expense) consists primarily of interest income from our cash balances, interest expense from borrowings under our Revolving Facility and 2030 Convertible Notes, amortization of debt discount and deferred debt costs, unrealized gains or losses on marketable securities and realized gains on sales of marketable securities.

Provision for (Benefit From) Income Taxes

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

As a result of our valuation allowance, provision for (benefit from) income taxes consists primarily of current state income taxes, current foreign income taxes, and deferred taxes related to the tax amortization of acquired goodwill, 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.

See Notes 3 and 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

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The results of operations presented below should be reviewed in conjunction with the Condensed Consolidated Financial Statements and notes included elsewhere in this filing.

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 following table presents our selected condensed consolidated statements of operations data 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 presents our selected Condensed Consolidated Statements of Operations data for the three months ended March 31, 2026 and 2025.

Three months ended March 31,

(in thousands) 2026 2025

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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

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(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)

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

(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.

(2) Includes stock-based compensation expenses as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2026 2025

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The following table presents our reconciliation of GAAP net loss to adjusted EBITDA for the periods indicated.

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2026 2025

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

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

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

Interest expense (income), net 1,505 (295)

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Stock-based compensation expense 17,310 20,002

Secondary offering costs (1)

Acquisition-related expenses 390 2,378

Loss on impairment of intangible assets — 1,655

Stockholder matters related expenses (1)

Adjusted EBITDA (2)

$ 22,342 $ 12,069

(1) Pursuant to the requirements of the Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2020, by and among the Company and the investors listed therein, the Company incurred secondary offering costs on behalf of the selling stockholders related to an underwritten secondary offering that closed on August 12, 2024.

(1) Stockholder matters related expenses consist primarily of legal, consulting, advisory fees, and other related costs to stockholder matters that are outside of the ordinary course of our business.

We believe such expenses do not have a direct correlation to the operation of our business and may vary in size depending on timing, nature, and resolution of such stockholder matters.

(2) Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity.

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Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity.

We define adjusted EBITDA as net loss before (benefit from) provision for income taxes;

We define adjusted EBITDA as net loss before provision for (benefit from) income taxes;

interest expense (income), net;

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stock-based compensation expense;

secondary offering costs;

acquisition-related expenses;

and loss on impairment of intangible assets.

loss on impairment of intangible assets;

and stockholder matters related expenses.

We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

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We believe RPU provides important information about our ability to grow the number of software products adopted by new clients over time, as well as our ability to expand the number of software products that our existing clients add to their contracts with us over time.

Comparison of Three and Nine Months ended September 30, 2025 and 2024

Three months ended September 30,

Change Nine months ended September 30,

Comparison of Three Months Ended March 31, 2026 and 2025

Three months ended March 31,

(in thousands) 2026 2025 $ %

Revenues $ 126,138 $ 97,835 $ 28,303 28.9 %

September 30,

Annual Recurring Revenue (ARR) $ 493,573 $ 403,885 $ 89,688 22.2 %

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Revenue per Registered User (RPU) $ 21.46 $ 19.74 $ 1.72 8.7 %

Revenues increased $27.0 million, or 31.5%, and $78.7 million, or 32.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

The increase of $27.0 million in revenues for the three months ended September 30, 2025 was primarily due to user growth on our digital banking platform from both existing client digital user growth and new client implementations, selling additional solutions to existing clients resulting in increased RPU, and higher termination fees from customers leaving our digital banking platform due to mergers and acquisitions.

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

The increase of $78.7 million for the nine months ended September 30, 2025 was primarily due to user growth on our digital banking platform from both existing client digital user growth and new client implementations, selling additional solutions to existing clients resulting in increased RPU, and higher termination fees from customers leaving our digital banking platform due to mergers and acquisitions.

Our existing clients added 1.4 million digital users and we implemented 32 new clients onto our platform representing 0.9 million digital users.

In addition, the revenue contribution from the MANTL acquisition was $22.7 million for the nine months ended September 30, 2025.

Revenues increased by $28.3 million, or 28.9%, for the three months ended March 31, 2026 compared to the same period in 2025.

The increase of $28.3 million in revenues for the three months ended March 31, 2026 was primarily due to user growth on our Platform from both existing client digital user growth and new client implementations and selling additional solutions to existing clients resulting in increased RPU.

The revenue contribution from the MANTL acquisition was $14.9 million for the three months ended March 31, 2026.

Cost of Revenues

Three months ended September 30,

Change Nine months ended September 30,

Three months ended March 31,

(in thousands) 2026 2025 $ %

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Percentage of revenues 41.4 % 41.0 % 0.4 % 1.0 %

Cost of revenues increased $13.5 million, or 38.3%, and $34.6 million, or 34.3%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

Our gross margin for the three and nine months ended September 30, 2025 was 56.8% and 58.1%, respectively, and 58.9% and 58.7% for the three and nine months ended September 30, 2024, respectively.

The driver for the decrease in gross margin for the three and nine months ended September 30, 2025 compared to the same periods in 2024 is primarily related to the increased amortization of intangible assets included in cost of revenues due to the acquisition of MANTL.

The increase in cost of revenues for the three months ended September 30, 2025, was primarily driven by $5.9 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, a $3.6 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, a $3.1 million increase in personnel-related costs (which includes stock-based compensation of $0.7 million), $0.6 million in higher hosting costs, and higher net other miscellaneous costs of $0.3 million.

The increase in cost of revenues for the nine months ended September 30, 2025, was primarily driven by $15.8 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, a $9.1 million increase in personnel-related costs (which includes stock-based compensation of $2.5 million, of which $1.0 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), a $7.7 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, $1.2 million in higher hosting costs, and higher net other miscellaneous costs of $0.8 million.

Cost of revenues increased by $12.2 million, or 30.4%, for the three months ended March 31, 2026 compared to the same period in 2025.

Our gross margin for the three months ended March 31, 2026 was 58.6%, and was 59.0% for the three months ended March 31, 2025.

The driver for the decrease in gross margin for the three months ended March 31, 2026 compared to the same period in 2025 is primarily related to the increased amortization of intangible assets included in cost of revenues due to the acquisition of MANTL.

The increase in cost of revenues for the three months ended March 31, 2026 was primarily driven by $6.6 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, a $3.1 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, and $1.8 million in higher hosting costs.

Operating Expenses

Three months ended September 30,

Change Nine months ended September 30,

Three months ended March 31,

2026 2025 $ %

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General and administrative 26,912 27,804 (892) (3.2) %

Acquisition-related expenses 247 — 247 100.0 % 3,138 195 2,943 1509.2 %

Amortization of acquired intangibles 1,707 568 1,139 200.5 %

Loss on impairment of intangible assets — — — — % 1,655 — 1,655 100.0 %

Total operating expenses $ 79,574 $ 73,156 $ 6,418 8.8 %

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Research and Development

Research and development expenses increased $6.0 million, or 24.7%, and $16.3 million, or 23.1%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

For the three months ended September 30, 2025, the increase was primarily due to a $5.5 million increase in personnel-related costs (which includes stock-based compensation of $1.2 million) resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation, $0.4 million in higher hosting costs, and higher net other miscellaneous costs of $0.1 million.

For the nine months ended September 30, 2025, the increase was primarily due to a $13.8 million increase in personnel-related costs (which includes stock-based compensation of $3.8 million, of which $1.0 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation, $1.2 million in higher hosting costs, $1.0 million in higher costs for consulting, and $0.8 million in higher various other net costs.

These expenses were partially offset by an increase of $0.5 million in capitalized development costs.

Research and development expenses increased by $4.1 million, or 15.3%, for the three months ended March 31, 2026 compared to the same period in 2025.

For the three months ended March 31, 2026, the increase was primarily due to a $4.5 million increase in personnel-related costs resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation.

Sales and Marketing

Sales and marketing expenses increased $4.9 million, or 34.2%, and $15.0 million or 33.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

For the three months ended September 30, 2025, the increase was primarily due to a $4.2 million increase in personnel-related costs (which includes stock-based compensation of $1.2 million), resulting from headcount growth in our sales and marketing teams.

In addition, we incurred $0.4 million in higher consulting costs and $0.3 million in higher net other miscellaneous costs.

For the nine months ended September 30, 2025, the increase was primarily due to a $12.2 million increase in personnel-related costs (which includes stock-based compensation of $3.3 million, of which $0.3 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), resulting from headcount growth in our sales and marketing teams.

In addition, we incurred $0.9 million in higher consulting costs, $0.8 million in higher costs related to industry conferences and trade shows, including enhanced client experiences at our in-person client conference, Co:lab, $0.5 million higher travel costs for the sales team, and $0.6 million in higher net other miscellaneous costs.

Sales and marketing expenses increased by $2.1 million, or 11.5%, for the three months ended March 31, 2026 compared to the same period in 2025.

For the three months ended March 31, 2026, the increase was primarily due to a $2.8 million increase in personnel-related costs, resulting from headcount growth in our sales and marketing teams, partially offset by a decrease in costs related to the timing of industry conferences and trade shows of $1.1 million.

General and Administrative

General and administrative expenses increased by $3.5 million, or 15.8%, and $13.4 million, or 21.6%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.

For the three months ended September 30, 2025, the increase was primarily due to a $3.7 million increase in personnel-related costs (which includes stock-based compensation of $2.3 million), $0.3 million in higher audit and consulting costs and $0.3 million of higher software costs.

These expenses were partially offset by a $0.8 million decrease in costs associated with secondary offerings, as no such offering occurred in the current period.

For the nine months ended September 30, 2025, the increase was primarily due to a $11.6 million increase in personnel-related costs (which includes stock-based compensation of $6.8 million, of which $1.6 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), $1.1 million in higher software costs, $0.9 million in higher audit and consulting costs and $0.3 million in higher net other miscellaneous costs.

These expenses were partially offset by a decrease of $0.5 million in insurance costs.

Acquisition-Related Expenses

Acquisition-related expenses were $0.2 million and $3.1 million for the three and nine months ended September 30, 2025, respectively, primarily related to insurance, legal, consulting, and professional fees incurred for the acquisition of MANTL.

General and administrative expenses decreased by $0.9 million, or 3.2%, for the three months ended March 31, 2026, compared to the same period in 2025.

For the three months ended March 31, 2026, the decrease was primarily due to lower acquisition-related expenses of $2.0 million and lower stock-based compensation expense of $1.4 million, partially offset by an increase in stockholder matters related expenses of $2.2 million.

Amortization of Acquired Intangibles

Amortization of acquired intangibles was $1.7 million and $4.0 million for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2024, respectively.

Amortization of acquired intangibles increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024, primarily due to the acquisition of intangible assets as part of the acquisition of MANTL in March 2025 and related additional amortization.

Loss on Impairment of Intangible Assets

Loss on impairment of intangible assets was $1.7 million for the nine months ended September 30, 2025, related to impairment of certain historical developed technology intangible assets, customer relationship intangible assets, and capitalized developed software assets (included in property and equipment, net on the condensed consolidated balance sheets) as a result of the acquisition of MANTL.

Amortization of acquired intangibles increased by $1.1 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the acquisition of intangible assets as part of the acquisition of MANTL in March 2025 and related additional amortization.

Non-Operating Income (Expense)

Non-operating expense increased by $2.9 million and $6.8 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, due to the increase in net interest expense.

(Benefit from) Provision for Income Taxes

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.

See Note 3 of the Notes to the Unaudited Condensed Consolidated Financial Statements 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.

Non-operating expense increased by $1.8 million for the three months ended March 31, 2026, compared to the same period in 2025, due to the increase in net interest expense related to the 2030 Convertible Notes.

Provision for (Benefit From) Income Taxes

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.

Liquidity and Capital Resources

As of September 30, 2025, we had $90.9 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $512.4 million.

Our net losses have been driven by our investments in developing our digital sales and service platform, expanding our sales, marketing and implementation organizations and scaling our administrative functions to support our rapid growth.

As of March 31, 2026, we had $77.6 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $533.8 million.

Our net losses have been driven by our investments in developing our Digital Sales & Service Platform, expanding our sales, marketing and implementation organizations, and scaling our administrative functions to support our rapid growth.

We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our revolving facility under the Amended Credit Agreement (the “Revolving Facility”), and cash from our balance sheet.

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Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support client usage and growth in our client base, increased research and development expenses to support the growth of our business and related infrastructure, increased general and administrative expenses associated with being a publicly traded company, investments in office facilities and other capital expenditure requirements and any potential future acquisitions or other strategic transactions.

We believe that our existing cash resources, including our Amended Credit Agreement, will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses we expect to incur as a public company for the short term (at least the next 12 months) and longer term (beyond the next 12 months).

We believe that our existing cash resources, including our Revolving Facility, will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses we expect to incur as a public company for the short term (at least the next 12 months) and longer term (beyond the next 12 months).

We may, from time to time, seek to raise additional capital to support our growth, including fund acquisitions, as we did with the issuance of the 2030 Convertible Notes to fund, in part, the acquisition of MANTL.

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The following table summarizes our cash flows for the periods indicated:

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2026 2025

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

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

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

Net Cash Provided by Operating Activities

During the nine months ended September 30, 2025, net cash provided by operating activities was $26.3 million, which consisted of a net loss of $36.2 million, adjusted by non-cash charges of $65.8 million and net cash outflows from the change in net operating assets and liabilities of $3.3 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $19.1 million, stock-based compensation expense of $56.3 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to

MANTL acquisition), loss on impairment of intangible assets of $1.7 million, and net other non-cash charges of $0.7 million, partially offset by deferred taxes of $12.0 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $10.5 million increase in accounts receivable, a $5.9 million increase in prepaid expenses and other assets (inclusive of $2.6 million of prepaid stock-based compensation related to the acquisition of MANTL), and a $6.5 million increase in deferred costs, partially offset by a $14.4 million increase in accounts payable and accrued liabilities and a $5.2 million increase in deferred revenues.

During the nine months ended September 30, 2024, net cash provided by operating activities was $12.5 million, which consisted of a net loss of $33.2 million, adjusted by non-cash charges of $51.0 million and net cash outflows from the change in net operating assets and liabilities of $5.3 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $7.9 million, stock-based compensation expense of $43.8 million, and other non-cash charges of $0.2 million, partially offset by accrued interest on marketable securities, net of $0.9 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $6.9 million increase in accounts receivable, $5.1 million increase in deferred costs, and a $2.6 million increase in prepaid expenses and other assets, partially offset by a $6.3 million increase in accounts payable and accrued liabilities and a $3.0 million increase in deferred revenues.

Net Cash (Used in) Provided by Investing Activities

During the nine months ended September 30, 2025, net cash used in investing activities was $393.5 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $35.9 million in purchases of marketable securities, $5.3 million related to capitalized software development costs and $1.2 million related to capital expenditures related to updates for computers and other equipment, partially offset by $24.3 million in proceeds from sales, maturities, and redemptions of marketable securities.

During the nine months ended September 30, 2024, net cash provided by investing activities was $26.0 million, primarily consisting of $62.8 million in proceeds from maturities and redemptions of marketable securities, partially offset by $30.7 million in purchases of marketable securities, $5.0 million related to capitalized software development costs and $1.0 million related to capital expenditures related to updates for computer and other equipment.

Net Cash Provided by Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities was $330.1 million, which was primarily due to proceeds of $335.5 million from the issuance of the 2030 Convertible Notes, proceeds of $60.0 million from revolver loan borrowings, $2.9 million in proceeds from issuances under the Employee Stock Purchase Plan (“ESPP”), $2.4 million in proceeds from the exercise of stock options to purchase 0.3 million shares of our common stock, partially offset by $33.9 million paid for the Capped Calls, $35.0 million of payments on the revolving loan, and $1.9 million of debt issuance costs paid.

For the nine months ended September 30, 2024, net cash provided by financing activities was $1.5 million, which was primarily due to $12.1 million in proceeds from the exercise of stock options to purchase 1.8 million shares of our common stock and proceeds from issuances under the ESPP of $2.6 million, partially offset by $12.8 million in payments for taxes related to net settlement of equity awards and $0.4 million of debt issuance costs paid.

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

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

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

Net Cash Used In Operating Activities

During the three months ended March 31, 2026, net cash used in operating activities was $4.8 million, which consisted of a net loss of $10.0 million, adjusted by non-cash charges of $26.2 million and net cash outflows from the change in net operating assets and liabilities of $21.1 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $8.1 million and stock-based compensation expense of $17.3 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $15.7 million decrease in accounts payable and accrued liabilities, a $3.6 million increase in prepaid expenses and other assets, and a $1.0 million increase in deferred costs.

During the three months ended March 31, 2025, net cash used in operating activities was $5.7 million, which consisted of a net loss of $7.8 million, adjusted by non-cash charges of $12.8 million and net cash outflows from the change in net operating assets and liabilities of $10.6 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $3.4 million, stock-based compensation expense of $16.1 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to MANTL acquisition), and loss on impairment of intangible assets of $1.7 million, partially offset by deferred taxes of $8.3 million and net other non-cash charges of $0.1 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $6.6 million increase in accounts receivable, a $5.4 million increase in prepaid expenses and other current assets (inclusive of $3.0 million of prepaid stock-based compensation related to the acquisition of MANTL), a $2.0 million decrease in accounts payable and accrued liabilities, and a $0.2 million increase in deferred costs, partially offset by a $3.5 million increase in deferred revenues.

Net Cash Used in Investing Activities

During the three months ended March 31, 2026, net cash used in investing activities was $4.2 million, primarily consisting of $17.6 million in purchases of marketable securities and $2.2 million related to capitalized software development costs, partially offset by $16.0 million in proceeds from sales, maturities, and redemptions of marketable securities.

During the three months ended March 31, 2025, net cash used in investing activities was $389.4 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $21.9 million in purchases of marketable securities, $1.4 million related to capitalized software development costs and $0.5 million related to capital expenditures related to updates for computers and other equipment, partially offset by $9.9 million in proceeds from sales, maturities, and redemptions of marketable securities.

Net Cash (Used in) Provided by Financing Activities

For the three months ended March 31, 2026, net cash used in financing activities was $14.0 million, which was primarily due to $15.0 million of payments on the revolving loan under the Revolving Facility, partially offset by $1.0 million in proceeds from the exercise of stock options to purchase 0.1 million shares of our common stock.

For the three months ended March 31, 2025, net cash provided by financing activities was $362.4 million, which was primarily due to proceeds of $335.5 million from issuance of convertible senior notes, proceeds of $60.0 million from revolver loan borrowings, and $1.5 million in proceeds from the exercise of stock options to purchase 0.2 million shares of our common stock, partially offset by $33.9 million paid for the Capped Calls and $0.8 million of debt issuance costs paid.

Debt Transactions

On February 27, 2025, the Company entered into the Third Amendment and subsequently borrowed $60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL.

As of September 30, 2025, $25 million remained outstanding on the Revolving Facility.

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.

Refer to Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the Amended Credit Agreement.

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Refer to Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the 2030 Convertible Notes and Capped Calls.

Total interest expense, including commitment fees and unused line fees, was $3.0 million and $7.0 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.3 million for the three and nine months ended September 30, 2024, respectively.

Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.9 million and $0.9 million, respectively, for the three months ended September 30, 2025, and $4.0 million and $2.4 million, respectively, for the nine months ended September 30, 2025.

Total interest expense, including commitment fees and unused line fees, was $2.3 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively.

Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.8 million and $0.2 million, respectively, for the three months ended March 31, 2026, and $0.4 million and $0.3 million, respectively, for the three months ended March 31, 2025.

In conjunction with closing the Amended and Restated Credit Agreement in 2022, First Amendment in 2023, Second Amendment in 2024, and Third Amendment in March 2025, we incurred issuance costs of $0.9 million, $0.3 million, $0.4 million, and $0.9 million, respectively, which were deferred and scheduled to be amortized over the remaining term of the agreement.

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See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Unamortized discounts and debt issuance costs totaled $10.6 million and $0.5 million as of September 30, 2025 and December 31, 2024, respectively.

Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the condensed consolidated statements of operations) totaled $0.6 million and $1.4 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively.

Unamortized discounts and debt issuance costs totaled $9.4 million and $10.0 million as of March 31, 2026 and December 31, 2025, respectively.

Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the Condensed Consolidated Statements of Operations) totaled $0.5 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Share Repurchase Program

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.

The Company’s capital allocation strategy focuses on driving growth through acquisitions, deleveraging the balance sheet and now, enhancing stockholder value through opportunistic share repurchases.

Contractual Obligations and Commitments

There were no material changes to our contractual obligations and commitments as of September 30, 2025, compared to those discussed as of December 31, 2024 in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

There were no material changes to our contractual obligations and commitments as of March 31, 2026, compared to those discussed as of December 31, 2025 in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

Off-Balance Sheet Arrangements

During the period presented, we did not have, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

During the periods presented, we did not have, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Significant Judgments and Estimates

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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 2. Management’s Discussion and Analysis