What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-26 compared with 2025-02-28 · 94 added, 87 removed, 273 unchanged (40% of the section changed)

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Market Information

Our common stock is traded on the Nasdaq Global Select Market (the “ Nasdaq ”) under the symbol “AVPT,” and our public warrants are traded on the Nasdaq under the symbol “AVPTW”.

Company Earn-Out

Pursuant to the Apex Business Combination, certain holders of common stock and certain holders of options would be issued additional shares of AvePoint’s common stock, as follows (the “ Company Earn-Out Shares ”):

1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share;

1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share;

1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $17.50 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share.

In December 2024, the required price thresholds were met, leading to the private issuance of 2,964,658 Company Earn-Out Shares, and a payment of $0.6 million to certain holders of common stock and options.

Our common stock is traded on the Nasdaq Global Select Market (the “ Nasdaq ”) under the symbol “AVPT” and on the SGX-ST under the symbol "AVP".

Current Stockholder and Common Stock Information

On February 26, 2025, there were 201,831,243 shares of common stock issued and outstanding held of record by one hundred sixty-two holders, and 7,219,451 warrants outstanding held of record by two holders.

These figures do not include a substantially greater number of beneficial holders of our common stock and public warrants whose shares (or warrants to purchase shares) are held by banks, brokers, and other financial institutions.

Dividend Policy

Any future determination to pay dividends is at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements, and other factors that our Board may deem relevant.

Except as noted in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” (Part II, Item 7 of this Annual Report) below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares.

On February 25, 2026, there were 215,466,019 shares of common stock issued and outstanding held of record by one hundred eleven holders.

This figure does not include a substantially greater number of beneficial holders of our common stock whose shares are held in street name by banks, brokers, and other financial institutions.

Securities Authorized for Issuance Under Equity Compensation Plans

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Items 5 and 6

Issuer Purchaser of Equity Securities

On March 17, 2022, we announced that our Board authorized a new share repurchase program (the “ Share Repurchase Program ”) for us to buy back shares of our common stock.

Issuer Purchases of Equity Securities

On March 17, 2022, we announced that our Board authorized a three-year share repurchase program (the “ Share Repurchase Program ”), which was renewed for an additional three years on February 25, 2025.

Under the Share Repurchase Program, we have the authority to buy up to $150 million of our common stock via acquisitions in the open market or privately negotiated transactions.

The Share Repurchase Program will remain open for a period of three years from the date of authorization.

Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1.

Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy.

Any purchases made pursuant to the Share Repurchase Program are to be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy.

We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, common stock under the Share Purchase Program.

The Share Repurchase Program may be suspended or discontinued at any time.

The following table presents information with respect to common stock shares repurchased under the Share Repurchase Program during the period from October 1, 2024 to December 31, 2024:

The following table presents information with respect to shares of our common stock repurchased under the Share Repurchase Program during the period from October 1, 2025 to December 31, 2025:

Total number of shares purchased (1)

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Approximate dollar value of shares that may yet be purchased under the Share Repurchase Program (3)

October 1, 2024 -

October 31, 2024

November 1, 2024 -

November 30, 2024

December 1, 2024 -

December 31, 2024

(1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs and Company Earn-out Shares, were purchased pursuant to the publicly announced Share Repurchase Program.

October 1, 2025 - October 31, 2025

November 1, 2025 - November 30, 2025

December 1, 2025 - December 31, 2025

(1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs, were purchased pursuant to the publicly announced Share Repurchase Program.

(2) Average price paid per share includes costs associated with the repurchases, but excludes the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022.

(3) The maximum remaining dollar value of shares that may yet be purchased under the Share Repurchase Program is reduced by the aggregate price paid for share purchases in addition to any fees, commissions, or other costs that may arise as a result of the purchases.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future Any future determination to pay dividends is at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries' indebtedness, and will depend on our results of operations, financial condition, capital requirements, and other factors that our Board may deem relevant.

Except as noted in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Part II, Item 7 of this Annual Report) below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares.

Company Earn-Out

In connection with the transactions contemplated by a business combination agreement we entered into in July 2021 with certain members of Apex Technology Acquisition Corporation (" Apex ") and a number of qualified institutional buyers and accredited investors, certain holders of common stock and options would be issued additional shares of AvePoint's common stock upon certain price thresholds being met (the " Company Earn-Out Shares ").

In December 2024, all required price thresholds were met, leading to the private issuance of 2,964,658 Company Earn-Out Shares, and a payment of $0.6 million to certain holders of common stock and options.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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On a constant currency basis, SaaS revenue increased 36% year-over-year;

GAAP operating income was $7.2 million, compared to a GAAP operating loss of $(15.4) million in 2023.

GAAP operating income was $33.0 million, compared to GAAP operating income of $7.2 million in 2024.

Non-GAAP operating income was $79.2 million, compared to non-GAAP operating income of $47.6 million in 2024;

Net cash provided by operating activities was $85.3 million, representing 20% of revenue, compared to $88.9 million, representing 27% of revenue, for the year ended December 31, 2024.

AvePoint empowers organizations of all sizes, industries, and regions with its cloud-native data management software platform, enabling them to prepare, secure, and optimize their critical data.

The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape.

In a world where data is sprawling across hybrid work environments and generative AI technologies are rapidly emerging, AvePoint stands out with its platform-first strategy.

By integrating features and solutions to optimize operations, AvePoint delivers more than basic security controls—it redefines how businesses manage their most sensitive data and critical assets.

This holistic and automated approach enables organizations to secure the perimeter for sensitive data, strategically govern digital workspaces, and ensure compliance with evolving regulatory requirements.

Organizations today face a host of challenges that make a robust data management strategy indispensable, including:

Optimizing data for AI :

As organizations modernize their data ecosystems, the complexities of leveraging generative artificial intelligence (“AI”) technologies require proper governance, security, and lifecycle management.

With AvePoint, companies can extract more value from complex datasets, make informed decisions, reduce workloads, and enhance customer experiences.

Explosive data growth :

The hybrid work model and software-as-a-service (“SaaS”) proliferation have led to a surge in unstructured, sensitive data.

AvePoint’s solutions tackle the sprawl with robust control and protection measures to manage this growth.

A dangerous threat landscape and complex regulations :

Companies are navigating increasing cyber threats and global regulatory demands.

AvePoint ensures data is protected, secure, and compliant, helping mitigate financial, operational, and reputational risks.

The need for automation :

To monitor, govern, and respond to threats efficiently, organizations require streamlined, automated platforms that deliver rapid value.

AvePoint’s automation layer integrates seamlessly to achieve this efficiency.

Guided by its Beyond Secure philosophy, AvePoint goes beyond traditional boundaries to inspire trust, enabling organizations to focus on innovation while protecting against data breaches and unauthorized access.

For over 20 years, AvePoint has continually innovated to provide solutions that meet the demands of modern data management, empowering businesses to overcome challenges and unlock new possibilities in an ever-evolving landscape.

AvePoint is the global leader in modern data protection, delivering a unified platform that enables organizations to secure, govern, and operationalize data at scale.

Serving customers of all sizes across every major industry and geography, AvePoint addresses one of the most critical challenges facing enterprises today:

how to safely unlock the value of data in a world increasingly driven by artificial intelligence (“ AI ”).

As organizations rapidly embed AI into their core business processes, data has become both their most valuable asset and their greatest source of risk.

AI systems amplify the consequences of poor data hygiene:

overexposed sensitive information, accelerating compliance failures, and an increased blast radius from breaches and operational disruptions.

As a result, enterprises require a modern data foundation that ensures data is discoverable, classified, governed, protected, and recoverable by design.

The AvePoint Confidence Platform delivers this foundation.

Purpose-built for today’s cloud-first environments, the platform addresses four pervasive and interconnected data challenges that directly impact enterprise risk, cost, and growth:

Legacy and fragmented data, which undermines visibility, governance, and AI readiness;

Overexposed data, which increases security, privacy, and regulatory risk;

Digital sprawl, which drives operational complexity and rising total cost of ownership;

Data loss and interruption, which threaten business continuity and organizational resilience.

By solving these challenges through a single, integrated platform, AvePoint enables organizations to reduce risk, lower complexity, and accelerate time to value from their data.

In an era where trusted data is a prerequisite for AI adoption, data protection is no longer a back-office IT function, it is a strategic business imperative.

Key Business Metric

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Total ARR ($ in mil)

We believe ARR further enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions.

We believe ARR enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions.

We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ ACV ”) from SaaS, term license and support, and maintenance revenue sources from all active customers at the end of a reporting period.

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Maintenance revenue is a result of selling on-going support for legacy perpetual licenses.

It also includes recurring professional services such as technical account management.

Maintenance revenue is recognized ratably over the term of the maintenance agreement, which is typically one year.

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We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors;

however, we anticipate that it will increase over the long term as we expect SaaS revenue will continue to increase as a percentage of total revenue.

Sales and Marketing

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General and administrative expenses consist primarily of personnel-related expenses for finance, legal and compliance, human resources, and IT personnel, as well as stock-based compensation expense, external professional services, overhead costs, other administrative functions, depreciation and amortization.

Our general and administrative expenses have increased as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expenses for insurance, investor relations, and professional services.

Research and Development

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We believe delivering expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of software solutions.

Other (Expense) Income, net

Other (expense) income, net consists primarily of fair value adjustments on earn-out and warrant liabilities, realized gain/loss for securities, and of foreign currency remeasurement gains/losses.

Other Income (Expense), net

Other income (expense), net consists primarily of interest income and realized gains and losses for securities, foreign currency remeasurement gains and losses, and fair value adjustments on earn-out and warrant liabilities.

We are subject to income taxes in the U.S.

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Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.

On July 4, 2025, the legislation known as the One Big Beautiful Bill Act (the " OBBBA "), was signed into law.

The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the provisions of the OBBBA and reflected the impact that is currently determinable in the consolidated financial statements.

The Company continues to assess the full implications of the legislation.

Any additional income tax effects will be recognized in the consolidated financial statements in the period in which the OBBBA is enacted into law or when additional authoritative guidance becomes available.

Results of Operations

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December 31, 2025

, due to an increase in SaaS revenue, which

, primarily due to an increase in SaaS revenue, which

million, and represented 76% of total revenue, up from 70% of total revenue in the prior year.

The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in both term license and support and maintenance revenue.

Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Additionally, maintenance revenue is expected to continue declining as we have shifted away from the sale of perpetual licenses and towards SaaS and term licenses.

Without perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers.

Existing customers have and will continue to transition to SaaS and term licenses, which will further support the continued decline in maintenance revenue.

Total revenue growth was also due to an increase in Services revenue, which grew 22.3% to $53.8 million.

The increases in SaaS and Services revenue were, partially offset by an expected decrease in both term license and support and maintenance revenue.

While SaaS revenue growth was again driven by consistently strong customer demand for our SaaS solutions, Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Additionally, maintenance revenue, which is tied to the sale of perpetual licenses, is expected to continue declining, as we no longer offer these products to new customers.

Additionally, existing maintenance customers have and will continue to transition to SaaS and term licenses, which will further support the continued decline in maintenance revenue.

Revenue by geographic area during the years ended December 31, 2025 and 2024 was as follows:

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North America

For the year ended December 31, 2024 , North America revenues increased 14.7% to $135.9 million, driven by a 43.6%, or $30.7 million, increase in SaaS revenue, partially offset by a $13.3 million combined decrease in term license and support, services and maintenance revenue.

EMEA revenues increased by 21.4% to $99.3 million, driven by a 39.8%, or $23.8 million, increase in SaaS revenue, partially offset by a $6.3 million combined decrease in term license and support, services and maintenance revenue.

APAC revenues increased 33.2% to $95.4 million, primarily driven by a 49.2%, or $15.2 million, increase in SaaS revenue, a 24.1%, or $6.9 million, increase in services revenue, and a $1.7 million combined increase in term license and support and maintenance revenue.

For the year ended December 31, 2025 , North America revenues increased 21.3% to $164.8 million, driven by a 34.7%, or $35.1 million, increase in SaaS revenue, partially offset by a $6.2 million combined net decrease in term license and support, services and maintenance revenue.

EMEA revenues increased by 35.3% to $134.3 million, driven by a 43.1%, or $36.0 million, increase in SaaS revenue, partially offset by a $0.9 million combined net decrease in term license and support, services and maintenance revenue.

APAC revenues increased 26.2% to $120.4 million, primarily driven by a 37.7%, or $17.4 million, increase in SaaS revenue, a 26.3%, or $9.3 million, increase in services revenue, and a $2.5 million increase in term license and support revenue, partially offset by a $4.2 million decrease in maintenance revenue.

On a constant currency basis, EMEA revenues increased 29.7%, while EMEA SaaS revenues increased 37.0%.

On a constant currency basis, APAC revenues increased 25.1%, while APAC SaaS revenues increased 37.5%.

Non-GAAP Financial Measures

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Non-GAAP gross margin

Cost of revenue increased 6.5% to $82.5 million for the year ended December 31, 2024 , driven by a $3.0 million increase in aggregated hosting costs and a $2.3 million increase in personnel costs resulting from increased SaaS revenue.

Cost of revenue increased 31.8% to $108.8 million for the year ended December 31, 2025 , driven primarily by a $12.2 million increase in aggregated hosting costs resulting from increased SaaS revenue and a $11.0 million increase in personnel costs.

Operating Expenses

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Sales and marketing expenses increased 17.2% to $144.0 million for the year ended December 31, 2025 , primarily driven by a $17.5 million increase in personnel costs, which included additional headcount and other investments in the business to respond to strong customer demand for our solutions and provide support for future growth.

The decline in sales and marketing expenses as a percentage of revenue reflects the continued scaling of the company’s focus on channel partnerships and strategies as well as ongoing improvements in overall sales efficiency.

The continued decline in sales and marketing expenses as a percentage of revenue reflects the ongoing scaling of the Company’s channel strategy as well as consistent improvements in overall sales efficiency.

General and Administrative

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Stock-based compensation expense

Secondary listing costs

Discontinuation of growth equity fund

Non-GAAP general and administrative

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General and administrative expenses increased 17.1% to $81.1 million for the year ended December 31, 2025 .

The increase was primarily driven by a $3.9 million increase in personnel costs and $2.4 million in new fees related to the Company ’s investment in a growth equity fund.

The increase was primarily driven by a $7.2 million increase in personnel costs, a $2.9 million of costs related to the Company ’ s secondary listing on the SGX-ST, and $1.9 million of net costs related to the discontinuation of the Company ’ s participation in A3 Ventures Fund 1, L.P.

(the " Fund ").

Research and Development

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Non-GAAP percentage of revenue

Research and development expenses increased 34.0% to $48.7 million for the year ended December 31, 2024, primarily driven by a $10.7 million increase in personnel costs, which included additional headcount and ongoing investment in the development of new offerings and enhancements to existing offerings.

Research and development expenses increased 8.0% to $52.6 million for the year ended December 31, 2025, primarily driven by a $2.2 million increase in personnel costs, which included additional headcount and ongoing investment in the development of new offerings and enhancements to existing offerings, and a $0.7 million increase in training and development costs.

Income Tax Provision

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Income tax expense for the year ended December 31, 2025 was $5.4 million as compared to $4.7 million for the year ended December 31, 2024.

The effective tax rate, which equals the income tax provision divided by pretax loss from continuing operations, was (19.4)% for the year ended December 31, 2024 , compared to (15.5)% for the year ended December 31, 2023 .

The change in effective tax rates for the year ended December 31, 2024 , as compared to the year ended December 31, 2023 , was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21%, a permanent item recorded for stock-based compensation, GILTI, fair value of earnout liability and changes in the valuation allowance in the U.S.

The effective tax rate, which equals the income tax provision divided by pretax income (loss) from continuing operations, was 13.3% for the year ended December 31, 2025 , compared to (19.4)% for the year ended December 31, 2024 .

The change in effective tax rates for the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21%, a permanent item recorded for stock-based compensation, GILTI and changes in the valuation allowance in the U.S.

and certain foreign jurisdictions.

The amount of the valuation allowance, however, could be reduced in the near term.

The exact timing will be based on the level of profitability that we are able to achieve and our visibility into future results.

Such a release would increase our effective tax rate in subsequent periods but would not affect cash paid for income taxes.

Non-GAAP Operating Income and Non-GAAP Operating Margin

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(in thousands, except percentages)

GAAP operating income (loss)

GAAP operating income

GAAP operating margin

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Amortization of acquired intangible assets

Secondary listing costs

Discontinuation of growth equity fund

Non-GAAP operating income

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Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance.

We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets.

We define non-GAAP operating income as GAAP operating income plus the following items:

stock-based compensation, the amortization of acquired intangible assets, the costs associated with our secondary listing on the SGX-ST, and the costs associated with the discontinuation of our participation in the Fund.

We define non-GAAP operating margin as non-GAAP operating income divided by revenue.

We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, which has had historical volatility from period to period due to mark-to-market securities, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results.

While the amortization expense of acquired intangible assets is excluded from certain non-GAAP measures, the revenue related to acquired intangible assets is reflected in such measures as those assets contribute to revenue generation.

The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, and the one-time nature of the costs associated with our secondary listing on the SGX-ST and the net costs associated with the discontinuation of our participation in the Fund, provides a better representation as to the overall operating performance of the Company.

We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures.

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Non-GAAP operating margin for the years ended December 31, 2025 and 2024 was 18.9% and 14.4% , respectively.

The increase in non-GAAP operating margin was primarily attributable to the Company ’s enhanced focus on expense management and continued scaling of the Company ’s channel partner strategy.

The increase in both GAAP and non-GAAP operating margins was attributable to the Company ’ s revenue growth (in part benefitting from the continued scaling of the Company ’ s channel partner strategy) as well as to the Company ’s continued focus on expense management, while GAAP operating margins also improved due to the Company ’ s ongoing management of stock-based compensation expense, which represented less than 10% of total revenue in the year ended December 31, 2025.

Liquidity and Capital Resources

As of December 31, 2024 , we had $290.7 million in cash and cash equivalents, $0.2 million in short-term investments and no outstanding debt.

As of December 31, 2025 , we had $481.1 million in cash and cash equivalents and no outstanding debt.

Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation.

In addition, we extended a credit facility with a remaining commitment of $1.5 million, and committed $50.0 million to a growth equity fund.

We also have letters of credit issued in the amount of $1.0 million as security for operating leases, and $5.4 million as security for customer contingency agreements.

In addition, we extended a credit facility with a remaining commitment of $1.5 million, and a committed $50.0 million to the Fund.

Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions.

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Net cash used in investing activities

Net cash used in financing activities

Net cash provided by (used in) financing activities

Operating Activities

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$85.3 million, reflecting our

net income of

$35.1 million, adjusted for non-cash items of

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$10.4 million from changes in our operating assets and liabilities.

The main considerations for non-cash items were stock-based compensation, which reflects ongoing compensation charges for the entity’s equity- and pre-merger liability-classified awards, operating lease right-of-use asset expense and mark to market adjustments on earnout and warrant liabilities.

The main considerations for non-cash items were stock-based compensation, operating lease right-of-use asset expense and depreciation and amortization.

The main considerations of changes in operating assets and liabilities that resulted in cash inflows related to an increase in deferred revenue that is partially offset by an increase in accounts receivable as a result of business growth.

This was offset by cash outflows related to an increase in deferred contract costs and operating lease liabilities.

Net cash provided by operating activities for the year ended December 31, 2024, was $88.9 million, reflecting our net loss of $29.1 million, adjusted for non-cash items of $89.3 million and net cash inflows of $28.8 million from changes in our operating assets and liabilities.

The main considerations for non-cash items were stock-based compensation, operating lease right-of-use asset expense and mark to market adjustments on earnout and warrant liabilities.

This was partially offset by cash outflows related to an increase in deferred contract costs and operating lease liabilities.

Net cash provided by operating activities for the year ended December 31, 2023, was $34.7 million, reflecting our net loss of $21.5 million, adjusted for non-cash items of $58.6 million and net cash outflows of $2.4 million from changes in our operating assets and liabilities.

The main considerations of changes in operating assets and liabilities that resulted in cash outflows related to an increase in deferred contract costs and operating lease liabilities.

This was partially offset by cash inflows related to an increase in deferred revenue that is partially offset by an increase in accounts receivable as a result of business growth.

Investing Activities

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December 31, 2025, was

$2.6 million, primarily consisting of $3.0 million of purchases of property and equipment, $1.8 million in the purchase of investments, $1.8 million investment in notes, and $1.2 million in software development, partially offset by $5.4 million in maturities of short-term investments.

$20.2 million, primarily consisting of $14.9 million paid in a business acquisition,

$3.7 million of purchases of property and equipment, and $1.6 million in software development.

used in investing activities for the year ended

December 31, 2024, was

ion, primarily consisting of $3.5 million in the purchase of investments, $2.1 million of purchases of property and equipment, $1.4 million in software development, and $1.3 million investment in notes, partially offset by $2.6 million in maturities of short-term investments.

ion, primarily consisting of

$3.0 million of purchases of property and equipment, $1.8 million in the purchase of investments, $1.8 million investment in notes, and $1.2 million in software development, partially offset by the release of $5.4 million of certificates of deposit that were replaced by a sublimit of our line of credit.

Financing Activities

used in financing activities for the year ended

provided by financing activities for the year ended

December 31, 2025, was

$15.5 million, primarily due to $33.1 million in purchases of common stock, $6.1 million in the redemption of the redeemable noncontrolling interest of MaivenPoint, and $4.0 million in the purchase of public warrants, partially offset by $17.2 million of proceeds from the exercising of warrants, and $11.0 million of proceeds from the exercising of stock options.

$124.0 million, primarily consisting of $168.2 million of proceeds from the exercises of warrants and, $17.7 million of proceeds from the exercises of stock options, partially offset by $49.8 million in purchases of common stock and $12.1 million to repurchase the noncontrolling interest in MaivenPoint Pte.

used in financing activities for the year ended

December 31, 2024, was

$33.7 million, primarily due to $39.0 million in purchases of common stock, partially offset by $5.6 million of proceeds from the exercising of stock options.

$15.5 million, primarily consisting of $33.1 million in purchases of common stock, $6.1 million in the redemption of the redeemable noncontrolling interest of MaivenPoint, and $4.0 million in the purchase of public warrants, partially offset by $17.2 million of proceeds from the exercising of warrants, and $11.0 million of proceeds from the exercising of stock options.

Credit Facility

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The line carries an unused fee at a rate equal to 0.5%.

Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes.

Any borrowings under the Loan Agreement will be used for general corporate purposes.

On a consolidated basis with our subsidiaries, we are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter.

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Leasing Obligations

We are obligated under various non-cancelable operating leases for office space.

We are obligated under various non-cancelable operating leases for office space and other facilities.

The initial terms of the leases expire on various dates through 2032.

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As of December 31, 2025, letters of credit have been issued in the amount of $1.0 million as security for operating leases.

The letters of credit are secured by certificates of deposit and a line of credit.

The letters of credit are secured by a sublimit of our line of credit (refer to “ Note 9 - Line of Credit ” for further details).

Operating Segment Information

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Recently Issued and Adopted Accounting Pronouncements

For information about recent accounting pronouncements, see Note 2 to the consolidated financial statements of this Annual Report.

For information about recent accounting pronouncements, see “ Note 2 - Summary of Significant Accounting Policies ” in Part II, Item 8 “ Financial Statements and Supplementary Data ” of this Annual Report.

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-K

Item 5. Market for Registrant’s Common Equity