What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 134 added, 138 removed, 377 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, December 31,

June 30, December 31,

Current assets

27 unchanged sentences

Stockholders’ Equity

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

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

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

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

and 106,941,980 and 106,101,875 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 905,286 885,796

6 unchanged sentences

(in thousands, except share and per share data)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

2026 2025 2026 2025

Revenues $ 129,844 $ 112,059 $ 255,982 $ 209,894

14 unchanged sentences

Loss before income taxes ( 9,112 ) ( 17,887 ) ( 16,322 ) ( 32,988 )

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

(Benefit from) provision for income taxes ( 212 ) ( 4,296 ) 2,541 ( 11,581 )

Net loss $ ( 8,900 ) $ ( 13,591 ) $ ( 18,863 ) $ ( 21,407 )

3 unchanged sentences

Basic and diluted 106,862,412 103,389,459 106,626,081 102,912,715

(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.

(1) Includes amortization of acquired technology of $ 4.9 million for both the three months ended June 30, 2026 and 2025, and $ 9.8 million and $ 6.8 million for the six months ended June 30, 2026 and 2025, respectively.

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

2 unchanged sentences

(in thousands, except share data)

Three months ended March 31, 2026

Three months ended June 30, 2026

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

Shares Amount

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

Balance March 31, 2026 107,019,174 $ 107 $ 904,363 $ ( 533,816 ) $ 370,654

Stock-based compensation — — 17,492 — 17,492

Issuance of common stock upon restricted stock unit vesting 541,122 1 ( 1 ) — —

Common stock issued under Employee Stock Purchase Plan (ESPP) 219,125 — 3,094 — 3,094

Exercised stock options 47,134 — 367 — 367

Payments for taxes related to net settlement of equity awards — — ( 5,030 ) — ( 5,030 )

Repurchases of common stock ( 884,575 ) ( 1 ) ( 14,999 ) — ( 15,000 )

Net loss — — — ( 8,900 ) ( 8,900 )

Balance June 30, 2026

106,941,980 $ 107 $ 905,286 $ ( 542,716 ) $ 362,677

Three months ended June 30, 2025

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

Shares Amount

Balance March 31, 2025 103,019,976 $ 103 $ 817,958 $ ( 484,017 ) $ 334,044

Stock-based compensation — — 19,888 — 19,888

Issuance of common stock upon restricted stock unit vesting 855,832 1 ( 1 ) — —

Common stock issued under ESPP 126,666 — 2,943 — 2,943

Exercised stock options 80,664 — 732 — 732

Net loss — — — ( 13,591 ) ( 13,591 )

Balance June 30, 2025

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

Three months ended March 31, 2025

Six months ended June 30, 2026

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

Shares Amount

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

Balance December 31, 2025 106,101,875 $ 106 $ 885,796 $ ( 523,853 ) $ 362,049

Stock-based compensation — — 35,086 — 35,086

Issuance of common stock upon restricted stock unit vesting 1,346,628 2 ( 2 ) — —

Common stock issued under ESPP 219,125 — 3,094 — 3,094

Exercised stock options 158,927 — 1,341 — 1,341

Payments for taxes related to net settlement of equity awards — — ( 5,030 ) — ( 5,030 )

Repurchases of common stock ( 884,575 ) ( 1 ) ( 14,999 ) — ( 15,000 )

Net loss — — — ( 18,863 ) ( 18,863 )

Balance June 30, 2026 106,941,980 $ 107 $ 905,286 $ ( 542,716 ) $ 362,677

Six months ended June 30, 2025

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

Stock-based compensation — — 36,253 — 36,253

Issuance of common stock upon restricted stock unit vesting 1,553,338 2 ( 2 ) — —

Common stock issued under ESPP 126,666 — 2,943 — 2,943

Exercised stock options 314,351 — 2,255 — 2,255

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

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

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

Net loss — — — ( 21,407 ) ( 21,407 )

Balance March 31, 2025

Balance June 30, 2025

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

3 unchanged sentences

(in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

Net loss $ ( 18,863 ) $ ( 21,407 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization expense 16,415 11,186

10 unchanged sentences

Deferred revenues ( 1,016 ) 1,506

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

Net cash provided by (used in) operating activities 17,220 ( 4,507 )

Cash flows from investing activities:

8 unchanged sentences

Debt issuance costs paid — ( 1,898 )

Proceeds from ESPP issuances 3,094 2,943

Proceeds from issuance of convertible senior notes — 335,513

1 unchanged sentence

Purchase of capped calls — ( 33,879 )

Payments for taxes related to net settlement of equity awards ( 5,030 ) —

Proceeds from stock option exercises 1,341 2,255

Repurchases of common stock ( 15,000 ) —

Net cash (used in) provided by financing activities ( 30,595 ) 354,934

2 unchanged sentences

Cash and cash equivalents, end of period $ 45,512 $ 52,426

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.

18 unchanged sentences

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 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.

Operating results for the three and six months ended June 30, 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 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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Actual results could differ from those estimates.

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

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

Operating Segment

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, provision for (benefit from) income taxes, and significant non-cash transactions.

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

Repurchases of Common Stock

The Company retires all common stock repurchased pursuant to its approved stock repurchase program.

The Company records the par value of the common stock repurchased as a reduction of common stock and the excess of the purchase price over par as a reduction of additional paid-in capital, to the extent available, with any remaining excess charged to accumulated deficit on the Company's Unaudited Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements

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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.

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

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

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

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

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

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

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

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

Cash $ 2,784 $ — $ 2,784

Trade accounts receivables 1,479 — 1,479

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

Property and Equipment, Net

Goodwill 252,108 3,246 255,354

Intangible assets 153,500 — 153,500

Right-of-use assets 336 — 336

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

Accounts payable $ 1,653 $ — $ 1,653

Accrued liabilities 1,163 — 1,163

Lease liabilities, current portion 180 — 180

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

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

Lease liabilities, net of current portion 167 — 167

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

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

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

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

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

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

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

The table below outlines the purchased identifiable intangible assets:

Weighted-Average Amortization Period Total

(in years) (in thousands)

Customer relationships 15 $ 72,500

Developed technology 5 75,300

Tradenames 10 5,700

Total identifiable intangible assets $ 153,500

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

The Company accounted for the acquisition as a business combination.

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

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

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 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 $ 1.5 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

Depreciation and amortization expense was $ 1.7 million and $ 3.2 million for the three and six months ended June 30, 2026, respectively, and $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2025, respectively.

Property and equipment, net, includes the following amounts at June 30, 2026 and December 31, 2025:

(in thousands) Useful Life June 30, 2026 December 31, 2025

Capitalized software development costs 5 years $ 32,379 $ 27,803

5 unchanged sentences

Property and equipment, net $ 28,567 $ 26,652

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 months ended March 31, 2026 and 2025:

Three months ended March 31,

The following table disaggregates the Company's revenue by major source for the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

Six months ended June 30,

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

Total revenues $ 129,844 $ 112,059 $ 255,982 $ 209,894

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 recognized approximately $ 23.0 million of revenue during the six months ended June 30, 2026 that was included in deferred revenues in the accompanying Unaudited Condensed Consolidated Balance Sheets as of the beginning of the reporting period.

For those contracts that were wholly or partially unsatisfied as of June 30, 2026, the Company’s remaining performance obligation totaled approximately $ 1.7 billion.

The Company expects to recognize approximately 52.2 % of these remaining obligations as revenue over the next 24 months, an additional 33.0 % in the next 25 to 48 months, and the remaining balance thereafter.

This estimate does not include estimated consideration for excess user and transaction processing fees that the Company expects to earn under its subscription contracts.

Contract assets totaled $ 3.8 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.

Contract assets totaled $ 4.3 million and $ 3.6 million as of June 30, 2026 and December 31, 2025, respectively, which are included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets.

Deferred Cost Recognition

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 $ 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 $ 32.0 million and $ 30.4 million as of March 31, 2026 and December 31, 2025, respectively.

The Company capitalized $ 1.8 million and $ 3.3 million in deferred commissions costs during the three and six months ended June 30, 2026, respectively, and $ 2.5 million and $ 3.5 million during the three and six months ended June 30, 2025, respectively, and recognized amortization of $ 2.0 million and $ 3.9 million during the three and six months ended June 30, 2026, respectively, and $ 1.6 million and $ 3.1 million during the three and six months ended June 30, 2025, respectively.

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

Deferred commissions are considered costs to obtain a contract and are included in deferred costs in the accompanying Unaudited Condensed Consolidated Balance Sheets in the amount of $ 32.4 million and $ 32.9 million as of June 30, 2026 and December 31, 2025, respectively.

The Company capitalized implementation costs of $ 3.9 million and $ 7.4 million during the three and six months ended June 30, 2026, respectively, and $ 3.1 million and $ 5.3 million during the three and six months ended June 30, 2025, respectively, and recognized amortization of $ 2.1 million and $ 4.1 million during the three and six months ended June 30, 2026, respectively, and $ 1.6 million and $ 3.0 million during the three and six months ended June 30, 2025, respectively.

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

These deferred costs are considered costs to fulfill client contracts and are included in deferred costs in the accompanying Unaudited Condensed Consolidated Balance sheets in the amount of $ 33.8 million and $ 30.4 million as of June 30, 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 months ended March 31, 2026 and 2025.

No material impairment losses were recognized in relation to these capitalized costs for the three months ended June 30, 2026 and 2025.

Accounts Receivable, net

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

March 31, December 31,

Accounts receivable, net includes the following amounts at June 30, 2026 and December 31, 2025:

June 30, December 31,

(in thousands) 2026 2025

6 unchanged sentences

Accrued Liabilities

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

March 31, December 31,

Accrued liabilities consisted of the following at June 30, 2026 and December 31, 2025:

June 30, December 31,

(in thousands) 2026 2025

5 unchanged sentences

Accrued vendor purchases 4,671 3,092

Accrued hosting services 3,023 3,021

Other accrued liabilities 6,732 7,709

5 unchanged sentences

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.

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 Company had borrowings of $ 60.0 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of Fin Technologies, Inc., dba MANTL (“MANTL”), which borrowings were fully repaid during the three months ended March 31, 2026.

As of June 30, 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 %, 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.

In April 2025, the rate decreased to 7.68 %, in July 2025, the rate increased to 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 until full repayment as of March 31, 2026.

Interest expense related to the outstanding borrowings on the Revolving Facility was $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2026, respectively, and $ 1.2 million and $ 1.5 million for the three and six months ended June 30, 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.

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

On April 3, 2026, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended Credit Agreement, which revised the operating covenant of the Amended Credit Agreement to permit the Group Members (as defined in the Amended Credit Agreement) to maintain accounts with Airwallex or its affiliates, provided that the aggregate amount of cash and cash equivalents maintained in such accounts does not at any time exceed $ 8.5 million.

On May 1, 2026, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Amended Credit Agreement, which permits the Company to use up to $ 100.0 million of its cash to repurchase its common stock.

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 March 31, 2026.

The Company was in compliance with all covenants as of June 30, 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 March 31, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert were not met.

As of June 30, 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) March 31, 2026

(in thousands) June 30, 2026

Principal $ 345,000

4 unchanged sentences

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

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,

For the three and six months ended June 30, 2026, interest expense related to the 2030 Convertible Notes consisted of the following (in thousands):

Three months ended June 30,

Six months ended June 30,

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Total interest expense $ 1,792 $ 1,781 $ 3,562 $ 2,133

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

As of June 30, 2026, the 2030 Convertible Notes had a principal amount of $ 345 million and an estimated fair value of $ 330 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 three months ended March 31, 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 six months ended June 30, 2025.

Stockholders' Equity

Equity Compensation Plans

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

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

Three months ended

Six months ended

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Total stock-based compensation expenses $ 17,492 $ 19,515 $ 34,802 $ 39,517

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 three months ended March 31, 2025.

See Note 3 for additional information.

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.

Stock Repurchase Program

On April 23, 2026, the Board of the Directors of the Company (the “Board”) authorized a stock repurchase program to repurchase up to $ 100.0 million of the Company’s common stock, through December 31, 2028.

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 stock 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.

During the three months ended June 30, 2026, the Company repurchased on the open market 884,575 shares for $ 15 million.

All shares of common stock that were repurchased were retired.

As of June 30, 2026, $ 85 million remained available for future stock repurchases under the stock repurchase program.

The Company recorded income tax benefit of $ 0.2 million and income tax expense of $ 2.5 million for the three and six months ended June 30, 2026, respectively, resulting in an effective tax rate of 2.3 % and ( 15.6 )%, respectively, compared to income tax benefit of $ 4.3 million and $ 11.6 million for the three and six months ended June 30, 2025, respectively, resulting in an effective tax rate of 24.0 % and 35.1 %, respectively.

The Company’s effective tax rates for the three and six months ended June 30, 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.

For the three and six months ended June 30, 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.

2 unchanged sentences

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.

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.

9 unchanged sentences

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 March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation:

The following tables summarize the Company’s financial assets measured at fair value as of June 30, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation:

Fair Value at Reporting Date Using

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

(in thousands) June 30, 2026 Level 1 Level 2 Level 3

Cash equivalents (1)

29 unchanged sentences

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

Because the Company has reported a net loss for 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.

Because the Company has reported a net loss for the three and six months ended June 30, 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 months ended March 31, 2026 and 2025:

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 six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

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

3 unchanged sentences

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 March 31,

As of June 30,

Stock options 719,933 983,034

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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.

The Company recognized a lease liability and ROU asset of $ 4.8 million for the India lease that was included in the Condensed Consolidated Balance Sheets as of March 31, 2026.

Operating lease expense consisted of:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

2026 2025 2026 2025

Operating lease expense

$ 854 $ 671 $ 1,626 $ 1,343

Short-term lease expense and other (1)

357 351 663 526

Total lease expense $ 1,211 $ 1,022 $ 2,289 $ 1,869

1 unchanged sentence

Supplemental Cash Flow Information

Three months ended March 31,

Six months ended June 30,

Cash flow information (in thousands)

Cash paid for operating lease liabilities

$ 1,780 $ 1,393

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.

(1) For the six months ended June 30, 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) March 31, 2026

2026 (nine months remaining) $ 2,899

(in thousands) June 30, 2026

2026 (six months remaining) $ 1,920

Thereafter 9,017

5 unchanged sentences

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 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

There were no indications of impairment of goodwill noted as of June 30, 2026.

Goodwill has a carrying value of $ 403.4 million as of both June 30, 2026 and December 31, 2025.

Total intangible assets consisted of the following as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

(in thousands) Carrying Value Accumulated Amortization Net Carrying Value

17 unchanged sentences

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

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 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.

Amortization expense recognized on intangible assets was $ 6.6 million and $ 13.2 million for the three and six months ended June 30, 2026, respectively, and $ 6.6 million and $ 9.0 million for the three and six months ended June 30, 2025, respectively.

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

2026 (nine months remaining)

2026 (six months remaining)

Thereafter 55,047

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.

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.

In July 2026, the Company repurchased an additional 531,620 shares of its common stock under its authorized stock repurchase program for an aggregate consideration of $ 10.0 million.

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