ASURE SOFTWARE INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report s of Independent Registered Public Accounting Fir ms (PCAOB IDs: 199 and 688 ) 35 Consolidated Balance Sheets 37 Consolidated Statements of Comprehensive Loss 38 Consolidated Statements of Changes in Stockholders’ Equity 39 Consolidated Statements of Cash Flows 40 Notes to the Consolidated Financial Statements 42 34 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Asure Software, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Asure Software, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated February 26, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024). Los Angeles, California February 26, 2026 35 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Asure Software, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Asure Software, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor from 2016 to 2025. Los Angeles, California March 6, 2025 36 Table of Contents ASURE SOFTWARE, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 25,244 $ 21,425 Accounts receivable, net of allowance for credit losses of $ 7,206 and $ 6,328 at December 31, 2025, and December 31, 2024, respectively 15,859 18,154 Inventory 2,826 195 Prepaid expenses and other current assets 6,329 4,888 Total current assets before funds held for clients 50,258 44,662 Funds held for clients 228,111 192,615 Total current assets 278,369 237,277 Property and equipment, net 27,810 19,669 Goodwill 115,759 94,724 Intangible assets, net 87,911 69,114 Operating lease assets, net 6,028 4,041 Other assets, net 15,542 11,813 Total assets $ 531,419 $ 436,638 LIABILITIES AND STOCKHOLDERS ’ EQUITY Current liabilities: Current portion of notes payable $ 4,344 $ 7,008 Accounts payable 2,174 1,364 Accrued compensation and benefits 4,723 4,485 Lease liabilities, current 1,956 1,438 Other accrued liabilities 6,422 6,600 Deferred revenue 11,622 8,363 Total current liabilities before client fund obligations 31,241 29,258 Client fund obligations 228,482 194,378 Total current liabilities 259,723 223,636 Long-term liabilities: Deferred revenue 1,909 3,430 Deferred tax liability 3,264 2,612 Notes payable, net of current portion 63,282 5,709 Lease liabilities, noncurrent 5,221 3,578 Other liabilities 224 358 Total long-term liabilities 73,900 15,687 Total liabilities 333,623 239,323 Commitments and contingencies - Note 8 Stockholders’ equity: Preferred stock, $ 0.01 par value; 1,500 shares authorized; none issued or outstanding — — Common stock, $ 0.01 par value; 44,000 shares authorized; 28,076 and 26,671 shares issued, 28,076 and 26,671 shares outstanding at December 31, 2025, and December 31, 2024, respectively 281 267 Treasury stock at cost, zero (1) shares at December 31, 2025, and December 31, 2024 — — Additional paid-in capital 517,432 504,849 Accumulated deficit ( 320,352 ) ( 307,226 ) Accumulated other comprehensive income (loss) 435 ( 575 ) Total stockholders’ equity 197,796 197,315 Total liabilities and stockholders’ equity $ 531,419 $ 436,638 (1) The aggregate Treasury stock of prior repurchases of our own common stock was retired and subsequently issued effective January 1, 2024. See the Consolidated Statement of Changes in Stockholders’ Equity for the impact of this transaction. The accompanying notes are an integral part of these Consolidated Financial Statements. 37 Table of Contents ASURE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share amounts) Year Ended December 31, 2025 2024 Revenue: Recurring $ 127,288 $ 114,471 Professional services, hardware and other 13,253 5,321 Total revenue 140,541 119,792 Cost of sales 45,667 37,685 Gross profit 94,874 82,107 Operating expenses: Sales and marketing 33,569 28,316 General and administrative 45,831 40,499 Research and development 5,599 7,807 Amortization of intangible assets 18,283 16,222 Total operating expenses 103,282 92,844 Loss from operations ( 8,408 ) ( 10,737 ) Interest income 869 913 Interest expense ( 5,056 ) ( 1,024 ) Other income, net 121 8 Loss from operations before income taxes ( 12,474 ) ( 10,840 ) Income tax expense 652 933 Net loss ( 13,126 ) ( 11,773 ) Other comprehensive income: Unrealized gain on marketable securities 1,010 540 Comprehensive loss $ ( 12,116 ) $ ( 11,233 ) Basic and diluted loss per share Basic $ ( 0.48 ) $ ( 0.45 ) Diluted $ ( 0.48 ) $ ( 0.45 ) Weighted average basic and diluted shares Basic 27,430 26,054 Diluted 27,430 26,054 The accompanying notes are an integral part of these Consolidated Financial Statements. 38 Table of Contents ASURE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) Common Stock Outstanding Common Stock Amount Treasury Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at December 31, 2023 24,998 $ 254 $ ( 5,017 ) $ 487,973 $ ( 290,440 ) $ ( 1,115 ) $ 191,655 Stock issued upon option exercise and vesting of restricted stock units 532 6 — 688 — — 694 Stock issued, ESPP 116 1 — 675 — — 676 Stock issued for acquisitions 1,025 10 — 9,069 — — 9,079 Share based compensation — — — 6,444 — — 6,444 Retirement and reissuance of treasury shares — ( 4 ) 5,017 — ( 5,013 ) — Net loss — — — — ( 11,773 ) — ( 11,773 ) Other comprehensive income — — — — — 540 540 Balance at December 31, 2024 26,671 $ 267 $ — $ 504,849 $ ( 307,226 ) $ ( 575 ) $ 197,315 Stock issued upon option exercise and vesting of restricted stock units 829 8 — 589 — — 597 Stock issued, ESPP 114 1 — 738 — — 739 Stock issued for acquisitions 124 1 — 955 — — 956 Stock issued for debt payment 338 4 — 2,562 — — 2,566 Share based compensation — — — 7,739 — — 7,739 Net loss — — — — ( 13,126 ) — ( 13,126 ) Other comprehensive income — — — — — 1,010 1,010 Balance at December 31, 2025 28,076 $ 281 $ — $ 517,432 $ ( 320,352 ) $ 435 $ 197,796 The accompanying notes are an integral part of these Consolidated Financial Statements. 39 Table of Contents ASURE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 13,126 ) $ ( 11,773 ) Adjustments to reconcile loss to net cash provided by operations: Depreciation and amortization 26,439 22,142 Amortization of operating lease assets 1,560 1,386 Amortization of debt financing costs and discount 1,253 726 Non-cash interest expense 3,802 298 Net accretion of discounts and amortization of premiums on available-for-sale securities ( 398 ) ( 377 ) Provision for expected losses 1,122 46 Provision for deferred income taxes 652 884 Loss on extinguishment of debt 71 — Net realized gains on sales of available-for-sale securities ( 2,949 ) ( 2,609 ) Share-based compensation 7,739 6,444 Changes in operating assets and liabilities: Accounts receivable 3,193 ( 3,998 ) Inventory 750 ( 41 ) Prepaid expenses and other assets ( 1,165 ) ( 1,886 ) Accounts payable 335 ( 1,206 ) Accrued expenses and other long-term obligations ( 3,650 ) ( 1,103 ) Lease liabilities ( 1,661 ) ( 1,555 ) Deferred revenue ( 1,749 ) 2,010 Net cash provided by operating activities 22,218 9,388 Cash flows from investing activities: Business combination consideration, net of cash acquired ( 37,500 ) ( 7,900 ) Acquisition of intangible assets ( 15,666 ) ( 5,356 ) Purchases of property and equipment ( 787 ) ( 692 ) Software capitalization costs ( 13,733 ) ( 10,187 ) Purchases of available-for-sale securities ( 44,614 ) ( 15,643 ) Proceeds from sales and maturities of available-for-sale securities 25,623 20,522 Net cash used in investing activities ( 86,677 ) ( 19,256 ) Cash flows from financing activities: Payments of finance lease principal ( 19 ) — Proceeds from notes payable, net of issuance costs 57,975 4,995 Payments of notes payable ( 7,200 ) ( 420 ) Debt extinguishment costs ( 100 ) — Net proceeds from issuance of common stock 1,336 1,370 Capital raise fees — ( 132 ) Payments made on amounts due for the acquisition of intangibles ( 2,647 ) ( 1,513 ) Net change in client fund obligations 34,105 ( 26,342 ) Net cash provided by (used in) financing activities 83,450 ( 22,042 ) Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents 18,991 ( 31,910 ) Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period 145,712 177,622 Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period $ 164,703 $ 145,712 The accompanying notes are an integral part of these Consolidated Financial Statements. 40 Table of Contents ASURE SOFTWARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Year Ended December 31, 2025 2024 Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets Cash and cash equivalents $ 25,244 $ 21,425 Restricted cash and restricted cash equivalents included in funds held for clients 139,459 124,287 Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 164,703 $ 145,712 Supplemental information: Cash paid for interest $ 3,294 $ — Cash paid for income taxes, net of refunds $ — $ 18 Non-cash investing and financing activities: Acquisition of intangible assets $ 488 $ 5,338 Notes payable issued for acquisitions $ 5,524 $ 3,107 Shares issued for acquisitions $ 956 $ 9,125 Shares issued for debt payments $ 2,566 $ — The accompanying notes are an integral part of these Consolidated Financial Statements. 41 Table of Contents ASURE SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Asure Software, Inc. (“Asure”, the “Company”, “we” and “our”), a Delaware corporation, is a provider of cloud-based Human Capital Management (“HCM”) software solutions delivered as Software-as-a-Service (“SaaS”) to businesses of all sizes. We offer human resources (“HR”) tools necessary to build a thriving workforce, provide the resources to stay compliant with dynamic federal, state, and local tax jurisdictions and their respective labor laws, freeing cash flows so these businesses can spend their financial capital on growing their businesses rather than administrative overhead that can impede growth. Our solutions also provide new ways for employers to connect with their employees and strengthen relationships with their talent. At the core of our offering is the Asure HCM platform—a SaaS-based system that includes Payroll & Tax filing, HR management tools, Time & Attendance software, Recruiting, and Benefits Administration. This platform serves as the foundation for delivering both our core software and a range of complementary, technology-enabled services. These include AsureMarketplace™, which automates data exchange between our HCM system and third-party providers to increase efficiency, accuracy, and breadth of services. Our HR Compliance services combine expert guidance with scalable digital delivery. AsurePay™, our payroll card, which we provide in association with our partners, offers employees fast, secure access to earned wages. Additionally, through our licensed brokerage, we offer Insurance Services that help employers manage benefits and reduce administrative costs. We deliver our solutions directly and through a national network of Reseller Partners. We strive to be the most trusted HCM resource. Our solutions solve three primary challenges that prevent businesses from growing: HR complexity, allocation of human and financial capital, and the ability to build great teams. We sell our solutions through both direct and partner channels. We supplement our direct sales efforts with partner programs that afford us access to opportunities in various geographic and industry niches. Asure has two types of partners: Reseller Partners that white label our products while providing value-added services to their clients (our indirect clients) and Referral Partners that provide us with client leads but do not resell our solutions. We have and will continue to invest in research and development to expand our solutions. Our solutions reduce the administrative burden on employers and increase employee productivity while managing the employment lifecycle. The Asure HCM suite includes eight product lines: Asure Payroll & Tax, Asure HR Compliance, Asure Time & Attendance, AsureRecruiting™, Asure Insurance and Benefits Administration, AsurePay™, Asure Tax Management Solutions, and AsureMarketplace™ . We develop, market, sell and support our offerings nationwide through our principal office in Austin, Texas, and from our processing hubs in Alabama, California, Florida, Georgia, New Jersey, New York, North Carolina, Ohio, South Dakota, Tennessee, Texas, Virginia, and Vermont. PRINCIPLES OF CONSOLIDATION We have prepared our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have included the accounts of our wholly owned subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. REPORTABLE SEGMENTS Our chief operating decision maker is our Chairman and Chief Executive Officer, Patrick Goepel, who reviews financial information presented on a company-wide basis. Thus, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, we determined that we have a single reportable segment that primarily derives its revenue in the United States by providing payroll services to customers. 42 Table of Contents USE OF ESTIMATES Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates are subjective in nature and involve judgments. The more significant estimates made by management include the useful lives of customer-related long-lived assets and the fair value of assets acquired and liabilities assumed during business acquisitions. We base our estimates on historical experience and on various other assumptions management believes reasonable under the given circumstances. These estimates could be materially different under different conditions and assumptions. CONTINGENCIES Although we have been, are, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2025, we were not currently a party to any material legal proceedings. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires companies to disaggregate information about their effective tax rate reconciliation as well as information on income taxes paid. The standard applies to all entities subject to income taxes. The standard becomes effective for public entities for annual periods beginning after December 15, 2024. We adopted this standard prospectively for the annual period ended December 31, 2025. This guidance did not have an impact on our financial position, results of operations, or cash flows, although it did result in expanded reportable disclosures. See Note 10 — Income Taxes in the accompanying notes to the consolidated financial statements for further detail. In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that, for estimating expected credit losses, current conditions as of the balance sheet date will remain constant through the remaining life of the assets. The practical expedient is available to all entities. The standard becomes effective for all entities for annual periods beginning after December 15, 2025. We are currently evaluating this standard and the potential effects of these changes to our consolidated financial statements. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH We consider all highly liquid investments with maturities of 90 days or less to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Restricted cash consists of cash balances which are restricted as to withdrawal or usage. As of December 31, 2025, we ha d no restricted cash. INVENTORIES Our inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on an average cost basis. Items included in costs of inventory consist of labor, material, overhead costs, freight in, and additional transactions costs such as taxes and tariffs. We periodically assess the value of our inventory for decreases in value due to obsolescence. Included in this evaluation is our assessment of product demand, estimated future sales, and our plans for our products in the future. Provisions are made if the cost of inventories exceeds their net realizable value and is charged to cost of sales. We did not recognize any provision for the years ended December 31, 2025 and 2024. INVESTMENTS Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive loss. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses and declines in value judged to be credit losses, if any, on available-for-sale securities are included in other income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. 43 Table of Contents FUNDS HELD FOR CLIENTS Funds held for clients represent assets that are held for the purpose of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services and are classified as client fund obligations on our Consolidated Balance Sheets. Funds held for clients are held in demand deposit or brokerage accounts at financial institutions and are classified as a current asset on our Consolidated Balance Sheets. Client fund obligations represent our contractual obligations to remit funds to satisfy clients’ payroll and tax payment obligations and are recorded on the Consolidated Balance Sheets at the time that we impound funds from clients. The client fund obligations represent liabilities that will be repaid within one year of the balance sheet date. We have reported client fund obligations as a current liability on the Consolidated Balance Sheets. FAIR VALUE OF FINANCIAL INSTRUMENTS We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis, and non-financial assets and liabilities such as goodwill, intangible assets and property and equipment that are measured at fair value on a non-recurring basis. CONCENTRATION OF CREDIT RISK Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. We monitor the viability of the banking institutions carrying our assets on a regular basis and have the ability to transfer cash to various institutions during times of risk. We have not experienced any losses related to these cash balances and believe our credit risk to be minimal. ACCOUNTS RECEIVABLE, NET We grant credit to customers in the ordinary course of business, exposing us to the credit risk of our customers. In the course of our sales to customers, we may encounter difficulty collecting accounts receivable. We limit concentrations of credit risk related to our trade accounts receivable due to our large number of customers, including third-party resellers, and their dispersion across several industries and geographic areas. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. We require advanced payments or secured transactions when deemed necessary. We review potential customers’ credit ratings to evaluate customers’ ability to pay an obligation within the payment term, which is usually net thirty days. If we receive reasonable assurance of payment and know of no barriers to legally enforce the payment obligation, we may extend credit to customers. We place accounts on “Credit Hold” if a placed order exceeds the credit limit or sooner if circumstances warrant. We follow our credit policy consistently and routinely monitor our delinquent accounts for indications of collectability. We maintain an allowance for credit losses at an amount we estimate to be sufficient to provide adequate protection against credit losses resulting from extending credit to our customers. We base this allowance and our expected credit loss estimates, in the aggregate, on historical collection experience, age of receivables, general economic conditions and reasonable and supportable forecasts concerning the future. The allowance for credit losses also considers the need for specific customer reserves based on the customer’s payment experience, credit worthiness and age of receivable balances. Our bad debts have been within management expectations. Refer to Note 7 — Contracts with Customers and Revenue Concentration for details on our accounts receivable and allowance for credit losses. PROPERTY AND EQUIPMENT We record property and equipment, including software, furniture and equipment, at cost less accumulated depreciation. We record depreciation using the straight-line method over the estimated economic useful lives of the assets, which range from two to five years . Property and equipment also includes leasehold improvements which we record at cost less accumulated amortization. We record amortization of leasehold improvements using the straight-line method over the shorter of the lease term or over the life of the respective assets, as applicable. We recognize gains or losses related to retirements or disposition of fixed assets in the period incurred. We expense repair and maintenance costs as incurred. We periodically review the estimated economic useful lives of our property and equipment and make adjustments, if necessary, according to the latest information available. 44 Table of Contents BUSINESS COMBINATIONS We have accounted for our acquisitions using the acquisition method of accounting based on ASC 805—Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date we obtain control. We have determined the fair value of assets acquired and liabilities assumed based upon our estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. While we have used our best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisitions will result in an adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, we record any subsequent adjustments to our Consolidated Statements of Comprehensive Loss. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired in a business combination. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests if indicators of potential impairment exist, by first assessing qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their useful lives. We currently amortize our acquired intangible assets with definite lives over periods ranging from two to fifteen years . Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including intangible assets with definite lives, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. We have determined that there was no impairment of long-lived assets including intangible assets with definite lives, for the year ended December 31, 2025. ORIGINAL ISSUE DISCOUNTS We recognize original issue discounts, when incurred on the issuance of debt, as a reduction of the current loan obligations that we amortize to interest expense over the life of the related indebtedness using the effective interest rate method. We record the amortization as interest expense in the Consolidated Statements of Comprehensive Loss. At the time of any repurchases or retirements of related debt, we write off the remaining amount of net original issue discounts and include them in the calculation of gain or loss on extinguishment of debt in the Consolidated Statements of Comprehensive Loss. REVENUE RECOGNITION Our revenue primarily consists of SaaS offerings and income from investments made from funds held for clients. Collectively, the SaaS offerings are referred to as “Asure HCM”, consisting of Payroll & Tax solutions, Recruiting, Time & Attendance software, HR management tools, and Benefits Administration, and data integrations that enable employers and their employees to enhance efficiencies and take advantage of value-added solutions. We also provide support and other professional services related to our offerings. Furthermore, our Time & Attendance software can be provided in the form of a software subscription license arrangement, that typically includes hardware, maintenance/support, and professional services. We recognize revenue on an output basis when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We determine standalone selling prices based on the amount that we believe the market is willing to pay determined through historical analysis of sales data as well as through use of the residual approach when we can estimate the standalone selling price for one or more, but not all, of the promised goods or services. 45 Table of Contents The terms of our contracts with customers range from month-to-month for some Asure HCM direct clients to longer terms ranging from one to five years , most of which are renewable for successive terms. A typical SaaS/software subscription arrangement will also include hardware, setup and implementation services. Revenue allocated to the SaaS/software subscription performance obligations are typically considered a series of distinct services and therefore recognized over time using an output-based ratable recognition method as the clients simultaneously consume the benefit of our services as they are performed. The revenue from these services is reported as Recurring revenue on the Consolidated Statement of Comprehensive Loss. In certain circumstances, payments related to our SaaS/software subscription performance obligations can be up-front or in arrears for the period during which the revenue is recognized and would create a contract liability or contract asset balance, respectively. Revenue allocated to other performance obligations included in the arrangement and further details on our associated contract balances are measured and recognized as outlined below. Hardware devices sold to customers are sold as either a standard product sell arrangement where title to the hardware passes to the customer or under a hardware-as-a-service (“HaaS”) arrangement where the title to the hardware remains with Asure. Revenue allocated to hardware sold as a standard product are recognized on an output basis when title passes to the customer, typically the date we ship the hardware. Revenue allocated to hardware under a HaaS arrangement are recognized on an output basis, recorded ratably as the service is provided over the non-cancellable term of the HaaS arrangement, typically one year. Revenue recognized from hardware devices sold to customers via either of the two above types of arrangements are reported as Hardware revenue on the Consolidated Statement of Comprehensive Loss. Our professional services offerings typically include data migration, set up, training, and implementation services. We can reasonably estimate professional services performed for a fixed fee and we recognize allocated revenue on an output basis on a proportional performance basis as the service is provided. Revenue recognized from professional services offerings are reported as Professional services, hardware and other revenue on the Consolidated Statements of Comprehensive Loss. We recognize allocated revenue for maintenance/support on an output basis ratably over the non-cancellable term of the support agreement. Initial maintenance/support terms are typically one to three years and are renewable on an annual basis. Revenue recognized from maintenance/support are reported as recurring revenue on the Consolidated Statements of Comprehensive Loss. We do not recognize revenue for agreements with rights of return, refundable fees, cancellation rights or substantive acceptance clauses until these return, refund or cancellation rights have expired or acceptance has occurred. Our arrangements with resellers do not allow for any rights of return. Our payment terms vary by the type of customer and the customer’s payment history and the products or services offered. Due to the current political climate related to Employee Retention Tax Credits (“ERTC”), including pending and anticipated changes to ERTC, there is a risk that we may not collect on some of our outstanding percentage of recovery ERTC receivables. The term between invoicing and when payment is due is not significant and as such our contracts do not include a significant financing component. The transaction prices of our contracts primarily do not include consideration amounts that are variable and do not include noncash consideration. In the event that variable consideration exists, management estimates the amount of variable consideration to the extent to prevent a material reversal of revenue in a future period. Contract assets include both costs to obtain and fulfill contracts with customers. Costs to obtain a contract primarily result from commissions directly related to the acquisition of a new contract when it is expected that the future economic benefit of that contract will last longer than one year. Costs to obtain a contract are recognized as an expense on a straight-line basis over the expected customer relationships period. Costs to fulfill are costs that are specifically identifiable to a contract, create or enhance the resources we will use to satisfy our existing performance obligations and are expected to be recovered. Costs incurred to develop and/or implement customers onto our solutions primarily relate to compensation and compensation-related costs and are recognized as an expense on a straight-line basis over the expected customer relationship period. We have estimated the expected customer relationship period to be eight years . We use historical client retention statistics to derive the period over which we transfer our services to the customer. Contract liabilities, or deferred revenue, includes amounts invoiced to customers in excess of revenue we recognize, and is comprised of deferred SaaS/software, HaaS, Maintenance and support, and Professional services revenue. We recognize deferred revenue when we complete the service and over the terms of the arrangements, primarily ranging from one to five years or over the term of the arrangement using the same output-based revenue recognition method associated with the applicable performance obligation of the contract. 46 Table of Contents ADVERTISING COSTS We expense advertising costs as we incur them. Advertising expens es were $ 1,993 and $ 1,991 f or the years ended December 31, 2025 and 2024, respectively. We recorded these expenses as part of sales and marketing expenses on our Consolidated Statements of Comprehensive Loss. LEASE OBLIGATIONS At the commencement date of a lease, we classify the lease as either an operating or finance lease in accordance with ASC 842 depending on the terms of the lease agreement. We recognize a liability to make lease payments and an asset representing either the leased asset or the right-of-use underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date taking into consideration necessary adjustments for collateral, depending on the facts and circumstances of the lessee and the leased asset, and term to match the lease term. The lease asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by us and excludes lease incentives. Operating lease assets are shown separately in our Consolidated Balance Sheets from finance lease assets, which are included in property and equipment, net. Lease liabilities are shown separately in our Consolidated Balance Sheets, and include both operating and finance lease liabilities. Operating lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are recognized using the effective interest method. Lease agreements that contain both lease and non-lease components are generally accounted for separately. INCOME TAXES We account for income taxes using the liability method under ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under the liability method, we determine deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which we expect the differences to reverse. We reduce deferred tax assets by a valuation allowance when it is more likely than not that we will not realize some component or all of the deferred tax assets. SHARE BASED COMPENSATION We estimate the fair value of each award granted from our stock option plan at the date of grant using the Black-Scholes option pricing model. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. NOTE 2 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS 2025 Business Combinations Effective July 1, 2025, we acquired 100 % of the membership interests of Lathem Time 2025 LLC (f/k/a Lathem Time Corporation, “Lathem”), whose technology will be used to expand the capabilities of our broader suite of HR solutions, specifically in timekeeping systems. The aggregate purchase price that we paid for the membership interests was $ 39,497 , consisting of $ 37,500 paid in cash on hand and the remaining $ 2,221 in the form of a promissory note ($ 1,997 net of discount). 47 Table of Contents The following table summarizes the amounts of assets acquired and liabilities assumed at the acquisition date, valued at their estimated acquisition-date fair value: Acquisition Date Fair Value Accounts receivable $ 2,020 Inventory 3,380 Prepaid expenses and other current assets 177 Property and equipment, net 185 Intangible assets, net 16,500 Operating lease assets, net 826 Other assets, net 777 Total assets acquired 23,865 Accounts payable 474 Operating lease liabilities, current 826 Other accrued liabilities 615 Deferred revenue 3,488 Total liabilities assumed 5,403 Total net assets acquired 18,462 Goodwill 21,035 Total purchase price $ 39,497 The goodwill of $ 21,035 arising from the acquisition consists largely of the synergies and economies of scale expected from combining our operations with Lathem and is expected to be deductible for tax purposes. Lathem contributed net revenues of $ 9,262 , of which $ 5,420 are recurring revenues, and net income of $ 1,416 to our consolidated total operating activity from the acquisition date of July 1, 2025, through December 31, 2025. The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the transaction had occurred as of January 1, 2024, prepared in accordance with ASC 805: Year Ended December 31, 2025 2024 Total revenue $ 149,917 $ 138,108 Net loss $ ( 14,998 ) $ ( 16,442 ) Pro forma earnings for the year ended December 31, 2025, were adjusted to exclude $ 733 of legal costs associated with the acquisition that were recognized in general and administrative expense. Pro forma earnings for the year ended December 31, 2024, were adjusted to include these charges. Asset Acquisitions During the year ended December 31, 2025, we completed seven customer relationship asset acquisitions. The total purchase price of these acquisitions was $ 20,523 , which consisted of $ 16,019 of cash paid during the year ended December 31, 2025 , $ 56 of cash to be paid over the next 12 months, the delivery of promissory notes in the amount of $ 3,492 , net of discounts, and the delivery of 124 shares of Asure common stock, which had an aggregate fair value of $ 956 at the respective acquisition dates. The purchase prices for certain of these acquisitions are subject to adjustments for contingent events which are generally expected to occur over the next twelve months following December 31, 2025, including revenue generated from the acquired assets. The acquired customer relationships are recorded as intangible assets and are being amortized on a straight-line basis over eight years . 48 Table of Contents 2024 Business Combinations Effective July 11, 2024, we purchased substantially all the assets of an applicant tracking technology company based out of South Dakota for an innovative hiring solution designed to streamline the recruitment process for businesses. This strategic acquisition reinforces Asure’s commitment to delivering comprehensive, user-friendly tools that simplify people management. The aggregate purchase price paid for the business was $ 15,162 , consisting of $ 7,900 paid in cash on hand, $ 3,000 in the form of a promissory note ($ 1,716 net of discount), and 525 shares of Asure common stock, which had a fair value of $ 4,262 on the day of acquisition. The purchase consideration was allocated among the acquired assets, which consist of a customer relationships intangible asset with fair value of $ 2,700 , and a developed technology intangible asset with a fair value of $ 3,200 . Additionally, we assumed $ 237 of deferred revenue and $ 498 of other accrued liabilities as part of the transaction. The intangible assets are being amortized on a straight-line basis over eight and five years , respectively. The remaining $ 8,713 of excess purchase consideration was allocated to goodwill, which is generally expected to be deductible for tax purposes. This represents the knowledge and experience of the employees retained as part of the transaction as well as the synergies and economies of scale expected from expanding the Midwest operating region to a national scale. Asset Acquisitions During the year ended December 31, 2024, we completed eleven customer relationship asset acquisitions. The total purchase price of these acquisitions was $ 15,123 , which consisted of $ 2,436 of cash paid during the year ended December 31, 2025, $ 5,842 of cash paid during the year ended December 31, 2024, $ 393 of cash to be paid over the next 12 months, $ 166 of cash to be paid thereafter, the delivery of promissory notes in the amount of $ 1,423 , net of discounts, and the delivery of 500 shares of Asure common stock, which had an aggregate fair value of $ 4,863 at the respective acquisition dates. The purchase price for certain acquisitions is subject to adjustments for contingent events to be resolved primarily over the next one to three years , including revenue generated from the acquired assets. The acquired customer relationships are recorded as intangible assets and are being amortized on a straight-line basis over eight years . 49 Table of Contents NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS ASC 820 “Fair Value Measurement” (ASC 820) defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active for identical or similar assets or liabilities; and model-driven valuations whose significant inputs are observable; and Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025, and December 31, 2024, respectively (in thousands): Total Carrying Value Level 1 Level 2 Level 3 December 31, 2025 Assets: Funds held for clients Money market funds $ 1,784 $ 1,784 $ — $ — Available-for-sale securities 88,652 — 88,652 — Total $ 90,436 $ 1,784 $ 88,652 $ — December 31, 2024 Assets: Funds held for clients Money market funds $ 8,105 $ 8,105 $ — $ — Available-for-sale securities 68,328 — 68,328 — Total $ 76,433 $ 8,105 $ 68,328 $ — 50 Table of Contents Restricted cash equivalents and investments classified as available-for-sale within funds held for clients consisted of the following (in thousands): Amortized Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Aggregate Estimated Fair Value December 31, 2025 Restricted cash equivalents $ 1,787 $ — $ ( 3 ) $ 1,784 Available-for-sale securities: Corporate debt securities 83,160 501 ( 77 ) 83,584 Municipal bonds 1,542 — ( 17 ) 1,525 U.S. Government agency securities 3,515 28 — 3,543 Total available-for-sale securities 88,217 529 ( 94 ) 88,652 Total (2) $ 90,004 $ 529 $ ( 97 ) $ 90,436 December 31, 2024 Restricted cash equivalents $ 8,115 $ — $ ( 10 ) $ 8,105 Available-for-sale securities: Corporate debt securities 63,253 164 ( 619 ) 62,798 Municipal bonds 3,194 — ( 104 ) 3,090 U.S. Government agency securities 2,449 6 ( 15 ) 2,440 Total available-for-sale securities 68,896 170 ( 738 ) 68,328 Total (2) $ 77,011 $ 170 $ ( 748 ) $ 76,433 (1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of December 31, 2025, and December 31, 2024, there were 127 and 45 securities, respectively, in an unrealized gain position and there were 27 and 89 securities in an unrealized loss position, respectively. As of December 31, 2025, these unrealized losses were less than $ 13 individually and $ 94 in the aggregate. As of December 31, 2024, these unrealized losses were less than $ 38 individually and $ 738 in the aggregate. We invest in high quality securities with roughly 71% of our portfolio made up of A ratings and above with unrealized losses primarily attributable to macroeconomic factors rather than credit related. We have no material individual securities that have been in a continuous unrealized loss position greater than twelve months. We do not intend to sell these investments, and we do not expect to sell these investments before recovery of their amortized cost basis, which may be at maturity. We review our investments to identify and evaluate investments that indicate possible credit losses. Factors considered in determining whether a loss is a credit loss include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. (2) At December 31, 2025, and December 31, 2024, none of these securities were classified as cash and cash equivalents on the accompanying Consolidated Balance Sheets. Funds held for clients represent assets that we have classified as restricted for use solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets. Funds held for clients have been invested in the following categories (in thousands): December 31, 2025 December 31, 2024 Restricted cash and cash equivalents held to satisfy client funds obligations $ 139,459 $ 124,287 Restricted short-term marketable securities held to satisfy client funds obligations 12,781 5,273 Restricted long-term marketable securities held to satisfy client funds obligations 75,871 63,055 Total funds held for clients $ 228,111 $ 192,615 51 Table of Contents Expected maturities of available-for-sale securities as of December 31, 2025, are as follows (in thousands): One year or less $ 12,781 After one year through five years 75,871 $ 88,652 NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2025 and 2024, consisted of the following (in thousands): Estimated Useful Life (in years) 2025 2024 Furniture and equipment 2 to 5 $ 9,103 $ 8,273 Software development costs 3 44,532 31,305 Software 2 to 5 3,383 3,063 Leasehold improvements 2 to 5 2,913 2,595 Gross property and equipment 59,931 45,236 Less: accumulated depreciation and amortization ( 32,121 ) ( 25,567 ) Property and equipment, net $ 27,810 $ 19,669 We record the depreciation and amortization of our property and equipment as depreciation expense on our Consolidated Statements of Comprehensive Loss. We record depreciation expenses using the straight-line method over the estimated useful lives of the assets, as noted above. Depreciation and amortization expenses relating to property and equipment were $ 7,009 and $ 5,720 for the years ended December 31, 2025 and 2024, respectively. We acquired software development costs from prior acquisitions and we continue to invest in software development. We are developing products which we intend to offer utilizing software as-a-service (“SaaS”). We follow the guidance of ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software, for development costs related to these new products. Costs incurred in the planning stage are expensed as incurred while costs incurred in the application and infrastructure stage are capitalized, assuming such costs are deemed to be recoverable. Costs incurred in the operating stage are generally expensed as incurred except for significant upgrades and enhancements. Capitalized software costs are amortized over the software’s estimated useful life, which management has determined to be three years . During the years ended December 31, 2025 and 2024, we capitalized $ 13,733 and $ 10,187 of software development costs, respectively. NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS 2024 Acquisitions 2025 Goodwill $ 94,724 $ 21,035 $ 115,759 We believe significant synergies are expected to arise from our strategic acquisitions and their assembled workforces. This factor contributed to a purchase price that was in excess of the fair value of the net assets acquired and, as a result, we recorded goodwill for each acquisition. A portion of acquired goodwill will be amortizable for tax purposes. As of December 31, 2025, there has been no impairment of goodwill based on the qualitative assessments we have performed. Gross Intangible Assets 2024 Acquisitions 2025 Customer relationships $ 148,097 $ 33,927 $ 182,024 Developed technology 15,201 4,300 19,501 Trade names 880 — 880 Non-compete agreements 1,032 — 1,032 $ 165,210 $ 38,227 $ 203,437 52 Table of Contents The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2025 and 2024, are as follows (in thousands, except weighted average periods): Weighted Average Amortization Period (in Years) Gross Accumulated Amortization Net December 31, 2025 Customer relationships 8.5 $ 182,024 $ ( 101,343 ) $ 80,681 Developed technology 6.6 19,501 ( 12,348 ) 7,153 Trade names 4.3 880 ( 880 ) — Non-compete agreements 5.2 1,032 ( 955 ) 77 8.2 $ 203,437 $ ( 115,526 ) $ 87,911 December 31, 2024 Customer relationships 8.6 $ 148,097 $ ( 83,074 ) $ 65,023 Developed technology 6.5 15,201 ( 11,201 ) 4,000 Trade names 4.3 880 ( 880 ) — Non-compete agreements 5.2 1,032 ( 941 ) 91 8.3 $ 165,210 $ ( 96,096 ) $ 69,114 We record amortization expenses using the straight-line method over the estimated useful lives of the intangible assets, as noted above. Amortization expenses recorded in operating expenses were $ 18,283 and $ 16,222 for the years ended December 31, 2025 and 2024, respectively. Amortization expenses recorded in cost of sales were $ 1,147 and $ 200 for the years ended December 31, 2025 and 2024, respectively. There was no impairment of intangibles during the year ended December 31, 2025, based on the qualitative assessment we performed. However, if market, political and other conditions over which we have no control continue to affect the capital markets and our stock price declines, we may experience an impairment of our intangibles in future quarters. The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2025 (in thousands): 2026 $ 18,649 2027 16,462 2028 15,017 2029 12,854 2030 9,224 Thereafter 15,705 $ 87,911 NOTE 6 - NOTES PAYABLE The following table summarizes our gross outstanding debt as of the dates indicated (in thousands): Maturity Cash Interest Rate December 31, 2025 December 31, 2024 Notes Payable – Acquisitions (1) 08/01/2026 - 07/01/29 2.00 % - 4.00 % $ 10,775 $ 9,943 Notes Payable – Other 11/01/25 10.00 % — 5,000 Senior Credit Facility 04/01/2030 9.25 % 60,000 — Total Notes Payable $ 70,775 $ 14,943 (1) See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the notes payable related to acquisitions. 53 Table of Contents The following table summarizes the debt issuance costs as of the dates indicated (in thousands): Gross Notes Payable Debt Issuance Costs and Debt Discount Net Notes Payable December 31, 2025 Current portion of notes payable $ 4,834 $ ( 490 ) $ 4,344 Notes payable, net of current portion 65,941 ( 2,659 ) 63,282 Total $ 70,775 $ ( 3,149 ) $ 67,626 December 31, 2024 Current portion of notes payable $ 7,578 $ ( 570 ) $ 7,008 Notes payable, net of current portion 7,365 ( 1,656 ) 5,709 Total $ 14,943 $ ( 2,226 ) $ 12,717 The following table summarizes the future principal payments related to our outstanding debt as of December 31, 2025 (in thousands): 2026 $ 4,834 2027 4,941 2028 — 2029 46,000 2030 15,000 Total $ 70,775 Notes Payable - Acquisitions As of December 31, 2025, we have eight outstanding subordinated promissory notes related to acquisitions that occurred during the year ended December 31, 2025 and prior years with a combined outstanding principal balance of $ 10,775 and maturity dates ranging from August 1, 2026 to July 1, 2029. See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the issuance of notes payable related to acquisitions. On August 13, 2025, we prepaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock. Prior to extinguishment, the promissory note had an outstanding principal balance of $ 1,000 and would mature on February 22, 2026. In connection with the extinguishment, the principal balance of the note was reduced by $ 118 for indemnifiable claims related to the acquisition. The remaining $ 956 of principal and accrued interest was repaid with 91 shares of common stock, having a fair value of $ 701 . On October 30, 2025, we partially repaid the outstanding balance on one of our acquisition-related promissory notes through the issuance of shares of our common stock and cash payment of accrued interest. Prior to the transaction, the promissory note had an outstanding principal balance of $ 3,000 and would mature on July 1, 2029. In connection with the partial extinguishment, the holders of the promissory note agreed to reduce the principal balance of the portion of the note by $ 300 in consideration of the early repayment. The remaining $ 1,700 of principal was repaid with 201 shares of common stock, having an estimated fair value of $ 1,511 , and $ 20 of accrued interest was paid with cash. After the partial extinguishment, the outstanding principal balance of the note is $ 1,000 . Notes Payable - Other In November 2024, we delivered a promissory note to an unrelated third party in exchange for cash. As of December 31, 2024, the promissory note had an outstanding principal balance of $ 5,000 and would mature on November 1, 2025. On April 10, 2025, we agreed to repay the outstanding balance on our unrelated third-party promissory note prior to its maturity using the proceeds of the Loan Agreement (described below). In connection with the extinguishment, we paid the lender an aggregate amount of $ 5,197 (the “Payoff Amount”) in full payment of our outstanding obligations under the Note. The Payoff Amount represented $ 5,097 of outstanding principal and interest on the unpaid principal balance and a $ 100 prepayment fee. 54 Table of Contents Senior Credit Facility On April 10, 2025, we entered into a Loan Agreement with MidCap Financial Trust (“MidCap”) and the lenders from time to time party thereto (such lenders collectively with MidCap, the “Lenders”). Under the Loan Agreement, we may borrow up to $ 60,000 from the Lenders, all of which has been funded as of December 31, 2025. The maturity date of the loan as provided under the Loan Agreement is April 1, 2030 (the “Maturity Date”). Interest on the outstanding loan balance is payable monthly in arrears at an annual rate of Term Secured Overnight Financing Rate (“SOFR”) plus 5.00 %, subject to a SOFR floor of 2.00 %. This rate was 9.25 % as of December 31, 2025. Prior to April 1, 2029 (the “Amortization Start Date”), we must make interest-only payments on the outstanding loan balance. Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, we will pay an amount equal to the total principal of the outstanding loan balance divided by twelve ( 12 ), for a twelve ( 12 ) month straight-line amortization of equal monthly principal payments. Also on a monthly basis, we must pay an administrative agency fee to MidCap equal to 0.25 % of the average end-of-day principal balance outstanding during the immediately preceding month. At the time of final payment under the loan, we will provide a final payment fee of 2.00 % of the amount advanced thereunder except in the case of a refinance of the loan with MidCap and the Lenders. We are subject to customary events of default as described in the Loan Agreement. In such event, and for so long as it continues, the outstanding loan balance will bear interest at 2.00 % per annum in excess of the rate otherwise payable. The Loan Agreement is collateralized by substantially all of our assets except for all client funds balances and an amount of cash intended solely to cover employee wages, benefits, and taxes for a limited period. Under the Loan Agreement, we covenant to maintain a (1) Total Leverage Ratio (as defined in the Loan Agreement), as tested quarterly, no greater than 5.50 to 1.00, and (2) minimum liquidity threshold of $ 10,000 . As of December 31, 2025, we are in compliance with all covenants under the Loan Agreement. In connection with the Loan Agreement and subsequent draw, we incurred $ 2,025 of origination, legal, and other fees that represent debt financing costs to be deferred and amortized over the duration of the Loan Agreement. As a result, net proceeds of all borrowings under the Loan Agreement were $ 57,975 . NOTE 7 - CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables Receivables from contracts with customers, net of allowance for credit losses of $ 7,206 , were $ 15,859 at December 31, 2025. Receivables from contracts with customers, net of allowance for credit losses of $ 6,328 , were $ 18,154 at December 31, 2024. We had a provision for expected losses of $ 1,122 , write-offs charged against the allowance for credit losses of $ 666 , and recoveries on previously written off receivables of $ 422 during the year ended December 31, 2025. We had a provision for expected losses of $ 46 , write-offs charged against the allowance for credit losses of $ 68 , and recoveries on previously written off receivables of $ 1,563 during the year ended December 31, 2024. As of December 31, 2025, we had one customer that accounted for $ 1,879 or 13 % of our net accounts receivable balance. The receivable balance is not collateralized, and thus the entire $ 1,879 is at risk of loss. No customers represented more than 10% of our net accounts receivable balance as of December 31, 2024. Contract Assets Costs to Fulfill Contracts Contract assets from contracts with customers were $ 3,747 and $ 1,712 balance at December 31, 2025 and 2024, respectively. Costs to Obtain Contracts Deferred commission costs from contracts with customers were $ 14,721 and $ 12,351 at December 31, 2025 and 2024, respectively. The increase is primarily due to higher commissions and related costs to obtain contracts with customers. The amount of amortization recognized for the years ended December 31, 2025 and 2024, was $ 3,285 and $ 2,568 , respectively. 55 Table of Contents Deferred Revenue During the years ended December 31, 2025 and 2024 , revenue of $ 11,649 and $ 6,626 , respectively, was recognized from the deferred revenue balance at the beginning of each period. During the year ended December 31, 2024, various multi-year arrangements were finalized towards the end of the year, which is the primary driver of the increase in the amounts recognized from deferred revenue during the year ended December 31, 2025, compared to the year ended December 31, 2024. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2025, approximately $ 99,654 of revenue is expected to be recognized from remaining performance obligations that are originally expected to last longer than a year. We expect to recognize revenue on approximately 41 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Revenue Concentration During the years ended December 31, 2025 and 2024, there were no customers that individually represented 10% or more of consolidated revenue. NOTE 8 - COMMITMENTS AND CONTINGENCIES Lease Commitments We have entered into office space lease agreements, which qualify as operating leases under ASU No. 2016-02, “Leases (Topic 842)”. Under such leases, we have commitments to pay annual minimum (base) rent. The leases have original terms (excluding extension options) ranging from one to ten years . Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We record base rent expense under the straight-line method over the term of the lease. In the accompanying Consolidated Statements of Comprehensive Loss, rent expense is included in operating expenses under general and administrative expenses. We have entered into a software license agreement, which qualifies as a finance lease under ASC 842 (“Leases”). Under this lease, the lessor receives fixed payments over a period of four years , after which we take ownership of the software and source code. The resulting software asset is included in property and equipment, net , in the accompanying Consolidated Balance Sheets. We record amortization for the related asset over its useful life on a straight-line basis and recognize interest expense under the effective interest method over the term of the lease. In the accompanying Consolidated Statements of Comprehensive Loss, these expenses are included in general and administrative expenses and interest expense, respectively. The components of the lease-related expenses for the years ended December 31, 2025 and 2024, are as follows (in thousands): 2025 2024 Operating lease cost: Rent expense $ 2,262 $ 1,948 Sublease income — ( 4 ) Total operating lease cost $ 2,262 $ 1,944 Finance lease cost: Amortization of assets $ 19 $ — Interest on lease liabilities 10 — Total finance lease cost $ 29 $ — For purposes of calculating the operating lease assets and lease liabilities, extension options are not included in the lease term unless it is reasonably certain we will exercise the option, or the lessor has the sole ability to exercise the option. The weighted average discount rate of our operating leases is 10 % as of December 31, 2025 and 2024. The weighted average remaining lease term for our operating leases is three years and four years as of December 31, 2025 and 2024, respectively. The discount rate of our finance lease is 11 % as of December 31, 2025 . The remaining lease term for our finance lease is four years as of December 31, 2025. 56 Table of Contents Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024, are as follows (in thousands): 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash outflows from operating leases $ 2,265 $ 2,106 Non-cash activities: Operating lease assets obtained or removed in exchange for new, modified or terminated operating lease liabilities $ 3,547 $ 419 Finance lease assets obtained or removed in exchange for new, modified, or terminated finance lease liabilities $ 284 $ — Future minimum commitments over the life of all operating and financing leases, which exclude variable rent payments, are as follows for the periods presented below (in thousands): Operating Leases Finance Leases 2026 $ 2,514 $ 88 2027 2,376 88 2028 2,110 87 2029 1,035 58 2030 208 — Thereafter 27 — Total minimum lease payments 8,270 321 Less: imputed interest ( 1,358 ) ( 56 ) Total lease liabilities $ 6,912 $ 265 Contingencies Although we have been, are, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2025, we were not currently a party to any material legal proceedings. NOTE 9 - STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION Shelf Registration In April 2024, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $ 150,000 . The shelf registration statement relating to these securities became effective on April 19, 2024. As of December 31, 2025, there is $ 150,000 available under the shelf registration statement. Also in April 2024, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow us to issue securities in future business combinations. Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations. The shelf registration statement relating to these securities became effective on April 19, 2024. As of December 31, 2025, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement. 57 Table of Contents On October 31, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). The Sales Agreement provides for the offer and sale of up to $ 25,000 of our newly issued common stock as registered under the April 2024 shelf registration, from time to time through an “at the market offering” program. We will specify the parameters for the sale of the shares of common stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. We may offer and sell up to $ 25,000 of shares of common stock pursuant to the Sales Agreement. Actual sales of common stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions, the trading price of the common stock and potential funding needs. As a result, the full amount of capital may not be fully realized. We intend to use the net proceeds from these at-market offerings, if any, for general corporate purposes. Our general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. As of December 31, 2025, there are $ 25,000 of shares of common stock available for issuance under the Sales Agreement. Stock and Stock Option Plans We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”). Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance bonus awards, performance stock unit awards (“PSUs”), other stock or cash-based awards and dividend equivalents to eligible individuals. The number of shares available for issuance under the 2018 Plan is 6,998 shares. We have 819 options, 820 RSUs, and 558 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2025. We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method. During the years ended December 31, 2025 and 2024, we have not issued any stock options as compensation. Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $ 7,739 and $ 6,444 for 2025 and 2024, respectively. As of December 31, 2025, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands): Options, PSUs and RSUs outstanding 2,197 Shares available for future grant 2,646 Shares reserved 4,843 The following table summarizes activity related to options during the year ended December 31, 2025: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of year 1,283 $ 7.36 Granted — — Exercised ( 460 ) 6.77 Cancelled ( 4 ) 7.48 Outstanding, end of year 819 $ 7.69 0.87 $ 1,456 Vested and expected to vest 819 $ 7.69 0.87 $ 1,456 Exercisable 817 $ 7.68 0.87 $ 1,456 58 Table of Contents The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024, was $ 1,251 and $ 225 , respectively. As of December 31, 2025, total compensation cost not yet recognized related to nonvested share options was $ 7 , which is expected to be recognized over a weighted average period of 0.42 years. The following table summarizes activity related to RSUs during the year ended December 31, 2025 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year 754 $ 9.59 Granted 594 9.76 Performance adjustments 24 9.76 Vested ( 478 ) 9.67 Forfeited ( 74 ) 9.89 Outstanding, end of year 820 $ 9.62 The total fair value of RSUs vested during the years ended December 31, 2025 and 2024, was $ 4,623 and $ 3,481 , respectively. As of December 31, 2025, total compensation cost not yet recognized related to nonvested RSUs was $ 4,709 , which is expected to be recognized over a weighted average period of 1.91 years. The following table summarizes activity related to PSUs during the year ended December 31, 2025 (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Outstanding, beginning of year 368 $ 9.26 Granted 348 9.47 Performance adjustments 1 9.47 Vested ( 159 ) 9.35 Forfeited — — Outstanding, end of year 558 $ 9.40 As of December 31, 2025, total compensation cost not yet recognized related to nonvested PSUs was $ 1,136 which is expected to be recognized over a weighted average period of 1.96 years. As of December 31, 2025, we had 2,646 shares available for grant pursuant to the 2018 Plan. 401(k) Savings Plan We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. Defined contribution plan expense was $ 2,186 and $ 2,061 during the years ended December 31, 2025 and 2024, respectively. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the stockholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever i s lower). Under the ESPP, 875 shares were reserved for issuance of which there remai ns 295 s hares available for future issuance. 59 Table of Contents NOTE 10 - INCOME TAXES The components of the provision for income taxes attributable to continuing operations for the years ended December 31, 2025 and 2024, are as follows (in thousands): 2025 2024 Current Federal $ — $ 9 State — 40 Total current $ — $ 49 Deferred Federal $ 81 $ 532 State 571 352 Total deferred $ 652 $ 884 Total tax provision $ 652 $ 933 Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), as described in Note 1 — Description of Business, Basis of Presentation, and Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025, was as follows: 2025 U.S. federal statutory tax rate $ ( 2,621 ) 21.0 % State taxes, net of federal benefit (1) 551 ( 4.4 ) % Tax credits Research and development tax credits 123 ( 1.0 ) % Change in valuation allowance 2,445 ( 19.6 ) % Nontaxable or nondeductible items Stock compensation ( 102 ) 0.8 % Officer's compensation limitation 489 ( 3.9 ) % Impact of deferred tax true up for intangible assets 214 ( 1.7 ) % Impact of deferred tax true up for stock compensation 147 ( 1.2 ) % Impact of asset acquisitions on deferred taxes ( 712 ) 5.7 % Changes in unrecognized tax benefits 19 ( 0.1 ) % Other adjustments 99 ( 0.8 ) % $ 652 ( 5.2 ) % (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York State, New York City, the New York Metropolitan Commuter Transportation District, New Jersey, and California. 60 Table of Contents The reconciliation of taxes at the federal statutory income tax rate of 21 % to our provision for income taxes for the year ended December 31, 2024, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows: 2024 Computed at statutory rate $ ( 2,276 ) State tax, net of federal benefit ( 377 ) Permanent items and other 76 Officer’s compensation limitation 345 Stock compensation 109 Credit carryforwards 759 Change in valuation allowance 2,297 $ 933 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes for the years ended December 31, 2025 and 2024, are as follows (in thousands): 2025 2024 Deferred tax assets Net operating losses $ 12,415 $ 10,914 Research and development credit carryforwards 3,402 3,500 Stock compensation 2,291 2,135 Fixed assets 60 24 Capitalized Software 3,443 3,254 Acquired intangibles 6,124 2,722 Lease liabilities 1,962 1,314 Accrued expenses 2,460 2,244 Deferred revenue 1,192 326 Other — 34 Gross deferred tax assets 33,349 26,467 Less: Valuation allowance ( 22,538 ) ( 18,497 ) Total deferred tax assets $ 10,811 $ 7,970 Deferred tax liabilities Deferred commissions $ ( 4,024 ) $ ( 3,236 ) Goodwill ( 8,403 ) ( 6,287 ) Right-of-use assets ( 1,648 ) ( 1,059 ) Total deferred tax liabilities $ ( 14,075 ) $ ( 10,582 ) Net deferred tax liabilities $ ( 3,264 ) $ ( 2,612 ) At December 31, 2025, we had federal net operating loss carryforwards of $ 51,259 and research and development credit carryforwards of $ 3,448 . We also had state net operating loss carryforwards of $ 29,197 and state tax credit carryforwards of $ 567 . The net operating lo ss and research and development credit carryforwards will expire in varying amounts from 2026 through 2042, if not utilized. Approximately $ 23,706 of the federal net operating loss carryforwards carry forward indefinitely, but can only offset up to 80 % of taxable income. 61 Table of Contents As a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of Section 382 of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses before utilization. However, based on our analysis, we do not expect any material net operating losses to expire prior to utilization. Due to the uncertainty surrounding the timing of realizing the benefits of our favorable tax attributes in future tax returns, we have placed a valuation allowance against our net deferred tax assets, exclusive of jurisdictions in which we have net deferred tax liabiliti es. During the year ended December 31, 2025, the valuation allowance increased by $ 4,041 due primarily to operations. Under ASC 740-10, Income Taxes, we periodically review the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. We use a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. We have determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2025. We do not anticipate any significant changes in such uncertainties and judgments during the next twelve months. To the extent we are required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability. The reconciliation of our unrecognized tax benefits is as follows: Balance at December 31, 2023 $ 649 Additions based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years ( 97 ) Balance at December 31, 2024 552 Additions based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years ( 47 ) Balance at December 31, 2025 $ 505 As of December 31, 2025, we had $ 505 of unrecognized tax benefits, of which $ 19 would affect the effective tax rate if recognized. Our practice is to recognize interest and/or penalties related to income tax matters in inco me tax expense. During the twelve months ended December 31, 2025, we recognized $ 0 of interest and penalties in our income tax expense. We file tax returns in the U.S. federal jurisdiction and in several state jurisdictions. We are subject to U.S. federal income tax e xaminations for years ending on or after December 31, 2022 and are subject to state and local income tax examinations by tax authorities for years ending on or after December 31, 2021. We are not currently under audit for any federal or state jurisdictions. However, since we have net operating losses, the taxing authorities have the ability to review tax returns no longer subject to examination and make adjustments to these net operating loss carryforwards. NOTE 11 - NET LOSS PER SHARE We compute net loss per share based on the weighted average number of common shares outstanding for the period. Diluted net loss per share reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options or vesting of RSUs and in some cases PSUs. In periods of net income, we compute the adjustment to the denominator of our dilutive net earnings per share calculation to include these stock options, RSUs, and PSUs, to the extent that they are not anti-dilutive, using the treasury stock method. In periods of net loss, diluted loss per share is the same as basic loss per share, as all incremental common shares issuable would be anti-dilutive. 62 Table of Contents The following table sets forth the computation of basic and diluted net loss per common share for the years ended December 31 (in thousands, except per share amounts): 2025 2024 Basic: Net loss $ ( 13,126 ) $ ( 11,773 ) Weighted-average shares of common stock outstanding 27,430 26,054 Basic loss per share $ ( 0.48 ) $ ( 0.45 ) Diluted: Net loss $ ( 13,126 ) $ ( 11,773 ) Weighted-average shares of common stock outstanding 27,430 26,054 Diluted loss per share $ ( 0.48 ) $ ( 0.45 ) NOTE 12 - SEGMENT INFORMATION We manage our business activities on a consolidated basis and operate as one reportable segment. Our chief operating decision maker (“CODM”) is its Chairman and Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net loss, as reported on our Consolidated Statements of Comprehensive Loss, to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the allocation of budget between cost of sales, sales and marketing, general and administrative, and research and development expenses. The CODM does not review assets in evaluating the results of the segment, and therefore, such information is not presented. The operating financial results of our single reportable segment for the years ended December 31, 2025 and 2024, are as follows (in thousands): 2025 2024 Total revenues $ 140,541 $ 119,792 Significant segment expenses Compensation 89,404 83,547 Non-compensation 39,671 30,792 Deferred software and commission costs ( 14,309 ) ( 12,398 ) Amortization, depreciation, and other noncash expenses 34,835 29,522 Other segment expenses (1) 4,066 102 Total expenses 153,667 131,565 Net loss $ ( 13,126 ) $ ( 11,773 ) (1) Other segment expenses include interest expense, net of interest income, and other business expense See the consolidated financial statements for other financial information regarding our reportable segment. NOTE 13 - SUBSEQUENT EVENTS Subsequent to December 31, 2025, but before the filing of the financial statements, we completed one customer relationship asset acquisition. The total purchase price of this acquisition was $ 6,059 , which consisted of $ 4,735 of cash paid at close, the delivery of a promissory note in the amount of $ 879 , net of discounts, and the delivery of 49 shares of Asure common stock, which had an aggregate fair value of $ 445 at the acquisition date. 63 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DOCUMENTS None.