What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 114 added, 87 removed, 288 unchanged (41% of the section changed)

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

• our ability to raise sufficient capital in a timely manner and the resulting dilution and the terms of our Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”);

• unanticipated changes in tax laws or regulations;

8 unchanged sentences

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

• risks from our stock repurchase program

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

14 unchanged sentences

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.

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

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

While our presence in India has grown since 2024, these operations remain immaterial to our Condensed Consolidated Financial Statements as of June 30, 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.

4 unchanged sentences

• Integrations :

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.

Scalability and extensibility driven by more than 350 real-time integrations to back-office systems and third-party fintech solutions as of June 30, 2026, including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.

• Deep data capabilities :

4 unchanged sentences

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 derive our Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of June 30, 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 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

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

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

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 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.

For the three months ended June 30, 2026 and 2025, our total revenues were $129.8 million and $112.1 million, respectively, representing a 15.9% increase period-over-period.

For the six months ended June 30, 2026 and 2025, our total revenues were $256.0 million and $209.9 million, respectively, representing an increase of 22.0% period-over-period.

SaaS subscription revenues, as further described below, represented 94.7% and 95.2% of total revenues for the three and six months ended June 30, 2026, respectively, and 94.5% and 94.7% of total revenues for the three and six months ended June 30, 2025, respectively.

We incurred net losses of $8.9 million and $18.9 million for the three and six months ended June 30, 2026, respectively, and net losses of $13.6 million and $21.4 million for the three and six months ended June 30, 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

1 unchanged sentence

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

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.

As of June 30, 2026, we served 313 FIs through the 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 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.

11 unchanged sentences

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

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.

Our platform model with more than 350 integrations as of June 30, 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.

5 unchanged sentences

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

We had 7 and 11 client renewals in the three and six months ended June 30, 2026, respectively.

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

2 unchanged sentences

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 24.6% and 27.5% of our revenues for the three months ended March 31, 2026 and 2025, respectively.

We remain committed to investing in our platform, notably through our research and development spend, which was 24.2% and 24.4% of our revenues for the three and six months ended June 30, 2026, respectively.

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

1 unchanged sentence

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.

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 June 30, 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.

10 unchanged sentences

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

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.

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.

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

1 unchanged sentence

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

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

Three months ended March 31,

The following table disaggregates our revenues for the three and six months ended June 30, 2026 and 2025 by major source:

Three months ended June 30,

Six months ended June 30,

(in thousands) 2026 2025 2026 2025

14 unchanged sentences

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,

Our gross margin for the three and six months ended June 30, 2026 was 56.8% and 57.7%, respectively, and 58.6% and 58.8% for the three and six months ended June 30, 2025, respectively.

The major components of cost of revenues are represented in the following table as percentages of revenues for the three and six months ended June 30, 2026 and 2025, respectively:

Three months ended June 30,

Six months ended June 30,

(Cost component as a % of revenue) 2026 2025 2026 2025

12 unchanged sentences

Sales and marketing expenses consist primarily of personnel-related costs of our sales, marketing and our client success employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation.

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

Sales and marketing expenses also include travel and related costs, outside consulting fees and marketing programs, including lead

generation, costs of our annual client conference, advertising, trade shows and other event expenses.

We expect sales and marketing expenses will continue to increase as we expand our direct sales teams to pursue our market opportunity.

8 unchanged sentences

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

(Benefit From) Provision for 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.

As a result of our valuation allowance, (benefit from) provision for 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 Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Results of Operations

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 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,

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

The following table presents our selected Unaudited Condensed Consolidated Statements of Operations data 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

16 unchanged sentences

(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)

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

(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.

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands) 2026 2025 2026 2025

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

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

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

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

Interest expense, net 1,407 2,024 2,912 1,729

Depreciation and amortization 8,291 7,756 16,415 11,186

3 unchanged sentences

Stockholder matters related expenses (1)

1,116 — 3,339 —

Adjusted EBITDA (2)

7 unchanged sentences

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 provision for (benefit from) income taxes;

interest expense (income), net;

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

interest expense, net;

depreciation and amortization;

15 unchanged sentences

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 Months Ended March 31, 2026 and 2025

Three months ended March 31,

Comparison of Three and Six Months Ended June 30, 2026 and 2025

Three months ended June 30,

Change Six months ended June 30,

(in thousands) 2026 2025 $ % 2026 2025 $ %

3 unchanged sentences

Revenue per Registered User (RPU) $ 21.69 $ 20.28 $ 1.41 7.0 %

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.

Revenues increased by $17.8 million, or 15.9%, and $46.1 million, or 22.0%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

The increase of $17.8 million in revenues for the three months ended June 30, 2026 was primarily attributable to growth in our SaaS subscription services revenue, driven by user growth on our Platform, from both existing client digital user growth and new client implementations, and higher RPU from selling additional solutions.

The increase of $46.1 million in revenues for the six months ended June 30, 2026 was primarily attributable to growth in our SaaS subscription services revenue, driven by user growth on our Platform, from both existing client digital user growth and new client implementations, and higher RPU from selling additional solutions.

As of June 30, 2026, our existing clients added 1.5 million digital users and we implemented 39 new clients onto our platform representing 1.3 million digital users since June 30, 2025.

Cost of Revenues

Three months ended March 31,

Three months ended June 30,

Change Six months ended June 30,

(in thousands) 2026 2025 $ % 2026 2025 $ %

1 unchanged sentence

Percentage of revenues 43.2 % 41.4 % 42.3 % 41.2 %

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.

Cost of revenues increased by $9.6 million, or 20.6%, and $21.8 million, or 25.2%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

The increase of $9.6 million in cost of revenues for the three months ended June 30, 2026 was primarily driven by $7.6 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform and $1.5 million in higher hosting costs.

The increase of $21.8 million cost of revenues for the six months ended June 30, 2026, was primarily driven by $14.2 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, $3.4 million in higher hosting costs, and a $3.1 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL.

Our gross margin for the the three and six months ended June 30, 2026 and 2025, respectively, was 56.8% and 58.6%, and 57.7% and 58.8%, respectively.

The driver for the decrease in gross margin for the three and six months ended June 30, 2026 compared to the same periods in 2025 is primarily related to increased third party and hosting costs.

Operating Expenses

Three months ended March 31,

Three months ended June 30,

Change Six months ended June 30,

2026 2025 $ % 2026 2025 $ %

7 unchanged sentences

Research and Development

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.

Research and development expenses increased by $1.2 million, or 3.9%, and $5.3 million, or 9.2%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

For the three months ended June 30, 2026, the increase was primarily due to a $0.8 million increase in personnel-related costs resulting from headcount growth in our engineering, and product teams dedicated to platform enhancements and innovation and $0.5 million in higher hosting costs.

For the six months ended June 30, 2026, the increase was primarily due to a $4.4 million increase in personnel-related costs resulting from headcount growth in our engineering and product teams dedicated to platform enhancements and innovation, $0.9 million in higher hosting costs, and $0.9 million in higher software costs.

These expenses were partially offset by $1.1 million in lower consulting costs and an increase of $1.1 million in capitalized development costs.

Sales and Marketing

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.

Sales and marketing expenses decreased by $0.2 million, or 0.7%, and increased by $1.9 million, or 4.6%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

For the three months ended June 30, 2026, the decrease was primarily due to a $2.1 million decrease in personnel-related costs, partially offset by an increase in costs related to the timing of industry conferences and trade shows of $1.7 million.

For the six months ended June 30, 2026, the increase was primarily due to a $0.6 million increase in personnel-related costs and $1.3 million in higher various other costs.

General and Administrative

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.

General and administrative expenses decreased by $1.0 million, or 3.6%, and $1.9 million, or 3.4%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

For the three months ended June 30, 2026, the decrease was primarily due to $2.2 million lower various other costs, partially offset by an increase in stockholder matters related expenses of $1.1 million.

For the six months ended June 30, 2026, the decrease was primarily due to lower acquisition-related expenses of $2.5 million, lower stock-based compensation expense of $2.0 million, and lower net other various costs of $0.7 million, partially offset by an increase in stockholder matters related expenses of $3.3 million.

Amortization of Acquired Intangibles

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.

Amortization of acquired intangibles was consistent for the three months ended June 30, 2026, compared to the same period in 2025.

Amortization of acquired intangibles increased by $1.1 million for the six months ended June 30, 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 $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.

Non-operating expense decreased by $0.6 million for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to lower net interest expense related to the payoff of the revolver facility under the Amended Credit Agreement (the “Revolving Facility”) in March 2026.

Non-operating expense increased by $1.2 million for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to the increase in net interest expense related to the 2030 Convertible Notes.

(Benefit From) Provision for Income Taxes

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.

Liquidity and Capital Resources

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.

As of June 30, 2026, we had $81.0 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $542.7 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.

We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our Revolving Facility, and cash from our balance sheet.

We have financed our operations primarily through cash generated from the sale of SaaS subscription services.

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.

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, repurchases under our stock repurchase program, and other capital expenditure requirements and any potential future acquisitions or other strategic transactions.

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).

2 unchanged sentences

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

Three months ended March 31,

Six months ended June 30,

(in thousands) 2026 2025

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

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

Net cash used in investing activities $ (4,570) $ (392,360)

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

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.

Net Cash Provided by (Used In) Operating Activities

During the six months ended June 30, 2026, net cash provided by operating activities was $17.2 million, which consisted of a net loss of $18.9 million, adjusted by non-cash charges of $52.6 million and net cash outflows from the change in net operating assets and liabilities of $16.5 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $16.4 million and stock-based compensation expense of $34.8 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.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $5.8 million decrease in accounts payable and accrued liabilities, a $5.2 million increase in accounts receivable, a $2.4 million increase in deferred costs, and a $2.1 million increase in prepaid expenses and other assets.

During the six months ended June 30, 2025, net cash used in operating activities was $4.5 million, which consisted of a net loss of $21.4 million, adjusted by non-cash charges of $36.7 million and net cash outflows from the change in net operating assets and liabilities of $19.8 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $11.2 million, stock-based compensation expense of $35.6 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 $0.2 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 $7.5 million increase in accounts receivable, a $15.8 million increase in prepaid expenses and other assets (inclusive of $2.9 million of prepaid stock-based compensation related to the acquisition of MANTL), and a $2.3 million increase in deferred costs, partially offset by a $4.2 million increase in accounts payable and accrued liabilities and a $1.5 million increase in deferred revenues.

The increase in prepaid expenses and other assets was primarily due to a $9.1 million pending vendor refund receivable as of June 30, 2025.

The Company received the $9.1 million vendor refund in full in July 2025, subsequent to the period end.

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.

During the six months ended June 30, 2026, net cash used in investing activities was $4.6 million, primarily consisting of $4.1 million related to capitalized software development costs.

Our investing activities included purchases and sales, maturities, and redemptions of marketable securities in the ordinary course of managing our investment portfolio, which did not have a material net effect on cash flows.

During the six months ended June 30, 2025, net cash used in investing activities was $392.4 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $12.8 million in net purchases of marketable securities, $3.2 million related to capitalized software development costs and $0.9 million related to capital expenditures related to updates for computers and other equipment.

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.

For the six months ended June 30, 2026, net cash used in financing activities was $30.6 million, which was primarily due to $15.0 million of payments on the revolving loan under the Revolving Facility, $15.0 million in repurchases of common stock, and $5.0 million for payments related to net settlement of equity awards, partially offset by $3.1 million in proceeds from issuances under the Employee Stock Purchase Plan (“ESPP”).

For the six months ended June 30, 2025, net cash provided by financing activities was $354.9 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 ESPP, $2.3 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, $10.0 million of payments on revolving loan, and $1.9 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.

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.

On February 27, 2025, the Company entered into the Third Amendment to the Amended Credit Agreement (“Third Amendment”) and subsequently borrowed $60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL, which 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.

Refer to Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the Amended Credit Agreement.

3 unchanged sentences

Refer to Note 7 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 $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.

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.

Total interest expense, including commitment fees and unused line fees, was $2.1 million and $4.4 million for the three and six months ended June 30, 2026, respectively, and $3.2 million and $4.0 million for the three and six months ended June 30, 2025, respectively.

Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.8 million and $0.1 million, respectively, for the three months ended June 30, 2026, and $3.6 million and $0.3 million, respectively, for the six months ended June 30, 2026.

Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.7 million and $1.2 million, respectively, for the three months ended June 30, 2025, and $2.1 million and $1.5 million, respectively, for the six months ended June 30, 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.

In conjunction with the issuance of the 2030 Convertible Notes, the Company recognized an original issue discount of $9.5 million and debt issuance costs of $0.9 million, which were capitalized as components of the carrying amount and included in Convertible senior notes, net in the Condensed Consolidated Balance Sheets.

See Note 7 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

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.

Unamortized discounts and debt issuance costs totaled $8.9 million and $10.0 million as of June 30, 2026 and December 31, 2025, respectively.

Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the Unaudited Condensed Consolidated Statements of Operations) totaled $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $0.5 million and $0.6 million for the three and six months ended June 30, 2025, respectively.

Stock Repurchase Program

On April 23, 2026, the Board authorized a stock repurchase program to repurchase up to $100.0 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.

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 884,575 shares for $15.0 million.

All shares of common stock that were repurchased were retired.

As of June 30, 2026, $85.0 million remained available for future stock repurchases under the stock repurchase program.

Contractual Obligations and Commitments

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.

There were no material changes to our contractual obligations and commitments as of June 30, 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

9 unchanged sentences

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