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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 139 added, 120 removed, 589 unchanged (31% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) JUNE 30, 2025 DECEMBER 31,

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) SEPTEMBER 30, 2025 DECEMBER 31,

Current assets:

30 unchanged sentences

Stockholders' equity

Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common shares, $ 0.01 par value, 600,000,000 shares authorized, 163,856,290 and 161,958,810 shares issued, 160,614,890 and 161,009,112 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common shares, $ 0.01 par value, 600,000,000 shares authorized, 163,873,911 and 161,958,810 shares issued, 159,396,847 and 161,009,112 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,247,464 1,216,925

1 unchanged sentence

Accumulated other comprehensive income (loss) 1,947 ( 13,424 )

Treasury stock at cost, 3,241,400 and 949,698 shares at June 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 4,477,064 and 949,698 shares at September 30, 2025 and December 31, 2024, respectively

( 62,263 ) ( 18,184 )

6 unchanged sentences

AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2025 2024 2025 2024

14 unchanged sentences

Provision (benefit) for income taxes ( 1,792 ) ( 290 ) 6,226 ( 736 )

Net income (loss) per share attributable to common stockholders:

Net income (loss) attributable to common stockholders:

1,525 ( 1,371 ) 4,300 ( 18,628 )

24 unchanged sentences

SHARES AMOUNT SHARES AMOUNT

Balance as of March 31, 2025 162,426,898 1,625 1,229,660 ( 123,538 ) ( 5,268 ) ( 951,191 ) $ ( 18,200 ) $ 1,084,279

Balance as of June 30, 2025 163,856,290 1,639 1,237,891 ( 125,506 ) 4,949 ( 3,241,400 ) $ ( 48,394 ) $ 1,070,579

Equity-based compensation expense, net of forfeiture — — 9,574 — — — — 9,574

1 unchanged sentence

Common shares issued for employee share-based compensation 17,621 1 ( 1 ) — — — — —

Restricted stock forfeiture — — — — — — — —

Common shares issued for contingent consideration — — — — — — — —

Common shares repurchased — — — — — ( 1,230,398 ) ( 13,810 ) ( 13,810 )

Change in fair value from interest rate swap, net of tax — — — — ( 584 ) — — ( 584 )

Net loss — — — ( 1,968 ) — — — ( 1,968 )

Net income — — — 1,525 — — — 1,525

Foreign currency translation adjustment, net of tax — — — — ( 2,418 ) — — ( 2,418 )

Balance as of June 30, 2025 163,856,290 $ 1,639 $ 1,237,891 $ ( 125,506 ) $ 4,949 ( 3,241,400 ) $ ( 48,394 ) $ 1,070,579

Balance as of September 30, 2025 163,873,911 $ 1,640 $ 1,247,464 $ ( 123,981 ) $ 1,947 ( 4,477,064 ) $ ( 62,263 ) $ 1,064,807

Balance as of December 31, 2024 161,958,810 1,620 1,216,925 ( 128,281 ) ( 13,424 ) ( 949,698 ) $ ( 18,184 ) $ 1,058,656

2 unchanged sentences

Common shares issued for employee share-based compensation 1,459,757 15 ( 15 ) — — — — —

Restricted stock forfeiture — — — — — — —

Common shares issued for contingent consideration 455,344 5 5,665 — — — — 5,670

3 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — 18,957 — — 18,957

Balance as of June 30, 2025 163,856,290 $ 1,639 $ 1,237,891 $ ( 125,506 ) $ 4,949 ( 3,241,400 ) $ ( 48,394 ) $ 1,070,579

Balance as of September 30, 2025 163,873,911 $ 1,640 $ 1,247,464 $ ( 123,981 ) $ 1,947 ( 4,477,064 ) $ ( 62,263 ) $ 1,064,807

The accompanying notes are an integral part of the condensed consolidated financial statements.

10 unchanged sentences

SHARES AMOUNT SHARES AMOUNT

Balance as of March 31, 2024 160,687,886 $ 1,607 $ 1,191,237 $ ( 120,913 ) $ ( 7,036 ) ( 496,792 ) $ ( 10,537 ) $ 1,054,358

Balance as of June 30, 2024 161,764,197 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401

Equity-based compensation expense, net of forfeiture — — 8,187 — — — 8,187

1 unchanged sentence

Common shares issued for employee share-based compensation 27,792 — — — — — — —

Restricted stock forfeiture ( 5,123 ) — — — — — — —

Change in fair value from interest rate swap, net of tax — — — — ( 2,385 ) — — ( 2,385 )

1 unchanged sentence

Foreign currency translation adjustment, net of tax — — — — 5,700 — — 5,700

Balance as of June 30, 2024 161,764,197 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401

Balance as of September 30, 2024 161,791,989 $ 1,618 $ 1,209,196 $ ( 134,858 ) $ ( 5,013 ) ( 891,778 ) $ ( 17,538 ) $ 1,053,405

Balance as of December 31, 2023 160,284,901 $ 1,603 $ 1,178,461 $ ( 116,230 ) $ ( 7,593 ) ( 436,615 ) $ ( 9,401 ) $ 1,046,840

Equity-based compensation expense, net of forfeiture — — 18,856 — — — — 18,856

Equity-based compensation awards — — 27,043 — — — — 27,043

Common stock withheld for tax liabilities — — — — — ( 455,163 ) ( 8,137 ) ( 8,137 )

5 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — 4,992 — — 4,992

Balance as of June 30, 2024 161,764,197 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401

Balance as of September 30, 2024 161,791,989 $ 1,618 $ 1,209,196 $ ( 134,858 ) $ ( 5,013 ) ( 891,778 ) $ ( 17,538 ) $ 1,053,405

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30,

NINE MONTHS ENDED SEPTEMBER 30,

(IN THOUSANDS) 2025 2024

58 unchanged sentences

(b) Unaudited Interim Financial Statements

The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and

2024, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024, and the related interim disclosures are unaudited.

The accompanying condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30,

2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, and the related interim disclosures are unaudited.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

16 unchanged sentences

The Company is currently evaluating the impact of the ASU on the disclosures within its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The ASU provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU also provides non public entities with an accounting policy election.

The ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU removes all references to prescriptive and sequential software development stages and clarifies that the threshold for when an entity is required to start capitalizing software costs is when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual

reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

(d) Principles of Consolidation

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expected eligible revenue for the acquired businesses over the relevant measurement periods, the risk-profile of the expected eligible revenue for the acquired businesses, the uncertainty regarding the expected eligible revenue for the acquired businesses, the risk-free rate of return, the expected timing at which settlement of the contingent liabilities may occur, and the credit-adjusted discount rate associated with the risk of the Company’s future liability payments.

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at June 30, 2025:

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at September 30, 2025:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

1 unchanged sentence

Money market funds $ 81,697 $ — $ — $ 81,697

Interest rate swap assets — 775 — 775

Total assets $ 81,697 $ — $ — $ 81,697

10 unchanged sentences

Total liabilities $ — $ — $ 43,939 $ 43,939

For the six month period ended June 30, 2025, there were no transfers between the levels within the fair value hierarchy.

The Company’s Level 3 assets are interest swap assets and level 3 liabilities are acquisition related contingent consideration liabilities and the interest rate swap liabilities.

For the nine month period ended September 30, 2025, there were no transfers between the levels within the fair value hierarchy.

The Company’s Level 3 assets are interest swap assets and level 3 liabilities are acquisition related contingent consideration liabilities.

The following table summarizes the Level 3 activity of the changes in the contingent consideration liability.

JUNE 30, 2025

SEPTEMBER 30, 2025

(In thousands)

2 unchanged sentences

Fair value remeasurement ( 3,139 )

Ending balance at June 30, 2025

Ending balance at September 30, 2025

For more information regarding fair value measurements and the fair value hierarchy, see Note 2.

2 unchanged sentences

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased.

The cash and cash equivalents was $ 162,266 and $ 179,183 at June 30, 2025 and December 31, 2024, respectively.

The cash and cash equivalents was $ 172,711 and $ 179,183 at September 30, 2025 and December 31, 2024, respectively.

(g) Accounts Receivable

6 unchanged sentences

The Company generally writes off a receivable or records a specific allowance for credit losses if it determines that the receivable is not collectible.

Allowances for credit losses of $ 2,315 and $ 2,164 were provided in the accompanying condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, respectively.

Allowances for credit losses of $ 1,937 and $ 2,164 were provided in the accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, respectively.

Accounts receivable consists of the following:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

5 unchanged sentences

The following table presents the information regarding the allowance for credit losses:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

8 unchanged sentences

The Company is exposed to credit loss in the event of nonperformance by these counterparties.

The Company does not use

derivative instruments for trading or speculative purposes.

The Company does not use derivative instruments for trading or speculative purposes.

The objective of managing exposure to market risk is to limit its impact on cash flows.

6 unchanged sentences

The Company entered into an interest rate swap agreement in May 2022 that pays a fixed interest rate and receives a variable interest rate to modify the interest rate characteristics of term loan debt from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes.

The swap agreement has a notional amount of $ 230,000 , a fixed rate of 2.8 % and a termination date of August 31, 2025.

The swap agreement had a notional amount of $ 230,000 , a fixed rate of 2.8 % and a termination date of August 31, 2025.

During the quarter ended September 30, 2023, the Company and the counter party amended the floating rate of the swap agreement from term LIBOR to term SOFR due to LIBOR cessation.

As the existing swap approaches maturity, the Company entered into two additional interest rate swap agreements in the second quarter of 2025, each with a notional amount of $ 115,000 , to continue hedging the interest rate risk associated with the term loan debt.

As the swap approached maturity, the Company entered into two additional interest rate swap agreements in the second quarter of 2025, each with a notional amount of $ 115,000 , to continue hedging the interest rate risk associated with the term loan debt.

These new swaps also pay fixed interest rates and receive variable rates.

1 unchanged sentence

respectively.

Both contracts will become effective on August 31, 2025, and will mature on August 31, 2029.

The Company designate these swaps as cash flow hedges at hedge inception.

At June 30, 2025 and December 31, 2024, the interest swap had a fair value of $ 609 and $ 2,213 for existing swap, respectively.

The interest swap had a net fair value of $( 2,421 ) for new swaps at June 30, 2025.

The gross fair value recognized in accumulated other comprehensive income (loss) was $( 1,812 ) and $ 2,213 at June 30, 2025 and December 31, 2024, respectively.

Both contracts became effective on August 31, 2025, and will mature on August 31, 2029.

The Company designates these swaps as cash flow hedges at hedge inception.

At September 30, 2025 and December 31, 2024, the interest swap had a fair value of $ 0 and $ 2,213 for the swap matured in August 2025, respectively.

The interest swap had total fair value of $( 2,594 ) for new swaps at September 30, 2025.

The gross fair value recognized in accumulated other comprehensive income (loss) was $( 2,594 ) and $ 2,213 at September 30, 2025 and December 31, 2024, respectively.

The Company uses derivatives to manage certain interest exposures and designated all the derivatives as cash flow hedges.

2 unchanged sentences

Those amounts are reclassified into interest expenses in the same period during which the hedged transactions impact earnings.

The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was $ 941 , $ 1,526 , $ 1,883 , and $ 3,051 for the three and six months ended June 30, 2025 and 2024, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 were as follows:

The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s

condensed consolidated statements of operations and comprehensive income (loss) was $ 761 , $ 1,529 , $ 2,645 , and $ 4,580 for the three and nine months ended September 30, 2025 and 2024, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were as follows:

Interest rate swap derivative designated as cash flow hedging instrument:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

1 unchanged sentence

Prepaid expenses and other current assets $ — $ 2,213

Other current liabilities $ 76 $ —

Other long-term liabilities $ 2,518 $ —

The net amount of deferred gains related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gains into earnings over the next twelve month s is $ 775 .

The net amount of deferred loss related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gain (loss) into earnings over the next twelve month s is $ 76 .

(i) Revenue Recognition

41 unchanged sentences

Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts (i.e., unbilled revenue, a component of accounts receivable in the condensed consolidated balance sheets).

Contract assets are billed and transferred to customer accounts receivable when the rights become unconditional.

Contract assets are billed and transferred to customer accounts

receivable when the rights become unconditional.

The Company typically invoices customers for term licenses, subscriptions, maintenance and support fees in advance with payment due before the start of the subscription term, ranging from one to three years .

2 unchanged sentences

The portion of deferred revenue that will be recognized within 12 months is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue in the condensed consolidated balance sheets.

Contract balances at June 30, 2025, December 31, 2024, and December 31, 2023 were as follows:

JUNE 30, 2025 DECEMBER 31,

Contract balances at September 30, 2025, December 31, 2024 and 2023 were as follows:

SEPTEMBER 30, 2025 DECEMBER 31,

2024 DECEMBER 31,

2 unchanged sentences

Contract liabilities $ 65,880 $ 78,878 $ 61,748

During the six months ended June 30, 2025, the Company recognized revenue of $ 56,247 related to contract liabilities at December 31, 2024.

The unsatisfied performance obligations as of June 30, 2025 were $ 150,835 .

During the nine months ended September 30, 2025, the Company recognized revenue of $ 69,368 related to contract liabilities at December 31, 2024.

The unsatisfied performance obligations as of September 30, 2025 were $ 147,586 .

We expect to recognize approximately $ 118,576 or 80.3 % of this revenue over the next 12 months and the remainder thereafter.

6 unchanged sentences

Amortization of capitalized costs is included in sales and marketing expenses in our condensed consolidated statements of operations and comprehensive income (loss).

Capitalized contract acquisition costs were $ 1,053 and $ 873 as of June 30, 2025 and December 31, 2024, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Capitalized contract acquisition costs were $ 1,064 and $ 873 as of September 30, 2025 and December 31, 2024, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Grant Revenue

The Company receives grant funding for certain specific projects from time to time.

These grants specify the funds provided are to be used exclusively to satisfy the deliverables outlined in the grant agreements.

If, under these agreements, both involved parties receive and sacrifice approximately commensurate value, they are accounted for as exchange transactions, and revenue is recognized according to ASC Topic 606.

The grant funding is generally provided near contract inception, so a contract liability is initially recorded and revenue is recognized as the performance obligations are satisfied over time.

If these agreements involve one party nonreciprocally transferring value to another, and any benefit to the transferor is incidental to the potential public benefits, they are accounted for as contribution transactions, and revenue is recognized in accordance with ASC Topic 958.

Sources and Timing of Revenue

1 unchanged sentence

The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows:

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

11 unchanged sentences

The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments.

At June 30, 2025 and December 31, 2024, the investments were bank deposits, overnight sweep accounts, and money market funds.

At September 30, 2025 and December 31, 2024, the investments were bank deposits, overnight sweep accounts, and money market funds.

The Company has adopted credit policies and standards to evaluate the risk associated with sales that require collateral, such as letters of credit or bank guarantees, whenever deemed necessary.

Management believes that any risk of loss is significantly reduced due to the nature of the customers and distributors with which the Company does business.

As of June 30, 2025 and December 31, 2024, no single customer accounted for more than 10% of the Company’s accounts receivable.

No single customer accounted for more than 10% of the Company’s revenues during the six months ended June 30, 2025 and 2024.

As of September 30, 2025 and December 31, 2024, no single customer accounted for more than 10% of the Company’s accounts receivable.

No single customer accounted for more than 10% of the Company’s revenues during the nine months ended September 30, 2025 and 2024.

Business Combinations

1 unchanged sentence

The results of operations for the acquisitions have been included in the Company’s results of operations prospectively from the date of acquisition.

Since 2013, and as of June 30, 2025, the Company has completed 21 acquisitions, of which 14 have included software or technology.

Since 2013, and as of September 30, 2025, the Company has completed 21 acquisitions, of which 14 have included software or technology.

Details of acquisitions that have closed since the beginning of fiscal year 2024 are provided below.

7 unchanged sentences

The Company does not expect goodwill to be deductible due to the fact the Company treated the acquisition as a stock acquisition under the relevant sections of the Internal Revenue Code.

The current purchase price allocation for Chemaxon is preliminary.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the value of deferred taxes and residual goodwill.

The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period.

Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

The results of operations of the acquired businesses and the fair value of the acquired assets and liabilities assumed are included in the Company’s condensed consolidated financial statements with effect from the date of the acquisitions.

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

Prepaid expense and other current assets at June 30, 2025 and December 31, 2024 consisted of the following:

JUNE 30, 2025 DECEMBER 31,

Prepaid expense and other current assets at September 30, 2025 and December 31, 2024 consisted of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

5 unchanged sentences

Prepaid expenses and other current assets $ 21,541 $ 29,480

Other long-term assets at June 30, 2025 and December 31, 2024 consisted of the following:

JUNE 30, 2025 DECEMBER 31,

Other long-term assets at September 30, 2025 and December 31, 2024 consisted of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

13 unchanged sentences

The Company either deferred and amortize debt issuance costs or recognized expenses or losses, according to the applicable accounting guidance for each category.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00 % plus an applicable margin rate of 3.00 % for the Term Loans and between 2.75 % and 3.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio, or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable

margin rate of 2.00 % for the Term Loans or between 1.75 % and 2.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio.

The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50 %, and (c) the Term SOFR rate plus 1.00 %.

Additionally, the Company is obligated to pay a commitment fee of the unused amount and other customary fees.

As of each of June 30, 2025 and December 31, 2024, available borrowings under the revolving lines of credit were $ 100,000 .

The effective interest rate was 7.4 % and 9.2 % for the six months ended June 30, 2025 and 2024, respectively, for the term loan debt.

Moreover, in October 2025, the Company entered into a Sixth Amendment to its Credit Agreement, which, among other changes, reduced the applicable rate for existing term loans.

For further details on the Sixth Amendment, see Note 14, “Subsequent Event”.

As of each of September 30, 2025 and December 31, 2024, available borrowings under the revolving lines of credit were $ 100,000 .

The effective interest rate was 7.39 % and 8.96 % for the nine months ended September 30, 2025 and 2024, respectively, for the term loan debt.

As discussed previously, the Company entered into interest rate swap agreements and continues to use the swap to mitigate the interest risk for the Company's debt obligations under the Credit Agreement.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 5,494 , $ 6,736 , $ 10,964 and $ 13,534 for the three and six months ended June 30, 2025 and 2024, respectively.

Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 60 and $ 61 at June 30, 2025 and December 31, 2024, respectively, and is included in accrued expenses.

Commitment fees incurred for the undrawn balance of the revolving line of credit was $ 73 , $ 63 , $ 167 and $ 126 for the three and six months ended June 30, 2025 and 2024, respectively.

There was $ 1 accrued interest payable on the revolving line of credit as of June 30, 2025 and December 31, 2024.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 5,535 , $ 6,366 , $ 16,499 and $ 19,900 for the three and nine months ended September 30, 2025 and 2024, respectively.

Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 58 and $ 61 at September 30, 2025 and December 31, 2024, respectively, and is included in accrued expenses.

Commitment fees incurred for the undrawn balance of the revolving line of credit was $ 64 , $ 81 , $ 231 and $ 207 for the three and nine months ended September 30, 2025 and 2024, respectively.

There was $ 1 accrued interest payable on the revolving line of credit as of each of September 30, 2025 and December 31, 2024.

Long-term debt consists of the following:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

5 unchanged sentences

Long-term debt, net of current portion and debt issuance costs $ 290,541 $ 292,425

The principal amount of long-term debt outstanding as of June 30, 2025 matures in the following years:

The principal amount of long-term debt outstanding as of September 30, 2025 matures in the following years:

Remainder of 2025 2026 2027 2028 2029 Thereafter TOTAL

8 unchanged sentences

With respect to operating lease liabilities, current operating lease liabilities are included in current liabilities and non-current operating lease liabilities are included in long-term liabilities in the condensed consolidated balance sheets.

At June 30, 2025, the weighted average remaining lease terms were 5.8 years for operating leases, and the weighted average discount rate was 5.6 % for operating leases.

At September 30, 2025, the weighted average remaining lease terms were 5.8 years for operating leases, and the weighted average discount rate was 5.7 % for operating leases.

For additional information on the Company's leases, see Note 13.

“Leases” to the consolidated financial statements included in the Company’s 2024 Annual Report.

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024:

Lease Position Balance Sheet Classification JUNE 30, 2025 DECEMBER 31, 2024

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at September 30, 2025 and December 31, 2024:

Lease Position Balance Sheet Classification SEPTEMBER 30, 2025 DECEMBER 31, 2024

(In thousands)

4 unchanged sentences

Total lease liabilities $ 13,064 $ 16,472

The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2025:

The following table summarizes by year the maturities of our minimum lease payments as of September 30, 2025:

(In thousands)

6 unchanged sentences

Accrued expenses consist of the following:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

7 unchanged sentences

Other long-term liabilities consist of the following:

JUNE 30, 2025 DECEMBER 31,

SEPTEMBER 30, 2025 DECEMBER 31,

(In thousands)

9 unchanged sentences

Share-based compensation for the restricted stock exchanged for the time-based Class B Units is recognized on a straight-line basis over the requisite service period of the award, which is generally five years .

Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using the accelerated attribution approach.

Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using

the accelerated attribution approach.

As of September 30, 2025, all of the Company’s restricted stock had fully vested, and no restricted stock remained outstanding.

SHARES WEIGHTED-

2 unchanged sentences

Forfeited — —

Non-vested restricted stock as of June 30, 2025 124,219 $ 22.92

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 55 , $ 156 , $ 121 , and $ 406 for the three and six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $ 39 , which is expected to be recognized over a weighted-average period of 2.6 months.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 118 , $ 221 , $ 242 and $ 598 for the three and six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $ 80 , which is expected to be recognized over a weighted-average period of 2.4 months.

2020 Incentive Plan

Non-vested restricted stock as of September 30, 2025 — $ —

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 39 , $ 173 , $ 160 , and $ 579 for the three and nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, all compensation expense related to the awards had been fully recognized.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 80 , $ 196 , $ 321 and $ 794 for the three and nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, all compensation expense related to the awards had been fully recognized.

In order to align the Company’s equity compensation program with public company practices, the Company’s Board of Directors adopted and stockholders approved the 2020 Incentive Plan.

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Forfeited ( 232,564 ) 18.54

Non-vested RSUs as of June 30, 2025 2,286,318 $ 16.92

Non-vested RSUs as of September 30, 2025 3,773,962 $ 14.53

___________________________________

* The number of the RSUs vested included 484,483 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the RSUs were $ 5,507 , $ 8,614 , $ 12,240 and $ 16,319 for three and six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 32,375 , which is expected to be recognized over a weighted-average period of 20.7 months.

Equity-based compensation expenses related to the RSUs were $ 7,496 , $ 8,069 , $ 19,736 and $ 24,388 for three and nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 41,355 , which is expected to be recognized over a weighted-average period of 22.8 months.

Performance Stock Units

PSUs are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds, including year over year revenue growth, unlevered free cash flow growth, annual revenue, and annual EBITDA.

The PSUs granted in 2023, 2024, and 2025 also contains market conditions.

The PSUs granted in 2023, 2024, and 2025 also contain market conditions.

Share-based compensation for the PSUs is only recognized to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach.

The Company will continue to assess the probability of each condition being achieved at each reporting period to determine whether and when to recognize compensation costs.

A summary of the Company’s PSU activity for the period ended June 30, 2025 is as follows:

A summary of the Company’s PSU activity for the period ended September 30, 2025 is as follows:

UNITS WEIGHTED-

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Cancelled* ( 201,138 ) 22.13

Non-vested PSUs as of June 30, 2025 1,503,904 $ 13.24

Non-vested PSUs as of September 30, 2025 1,609,359 $ 12.91

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* During the first half of 2025, the Company cancelled 201,138 PSU shares that did not meet the required performance conditions for vesting.

Equity-based compensation expenses related to the PSUs were $ 2,565 , $ 686 , $ 2,713 and $ 1,321 for the three and six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 8,704 , which is expected to be recognized over a weighted-average period of 19.4 months.

* During the first nine months of 2025, the Company cancelled 201,138 PSU shares that did not meet the required performance conditions for vesting.

Equity-based compensation expenses (income) related to the PSUs were $ 1,959 , $( 358 ), $ 4,672 and $ 964 for the three and nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 7,439 , which is expected to be recognized over a weighted-average period of 18.15 months.

The following table summarizes the components of total equity-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss) for each period presented:

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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

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Furthermore, the Company agreed to pay additional contingent consideration related to a business acquisition, contingent on the resolution of certain tax-related contingencies.

For the six months ended June 30, 2025, the Company paid contingent consideration of $ 18,900 , consisting of $ 13,230 in cash and $ 5,670 in Company stock.

The total contingent liabilities were $ 19,675 and $ 44,468 at June 30, 2025 and December 31, 2024, respectively.

For the nine months ended September 30, 2025, the Company paid contingent consideration of $ 18,900 , consisting of $ 13,230 in cash and $ 5,670 in Company stock.

The total contingent liabilities were $ 22,364 and $ 44,468 at September 30, 2025 and December 31, 2024, respectively.

The contingent liabilities are included in accrued expenses and other long-term liabilities in the Company's condensed consolidated balance sheet.

Legal proceedings

The Company does not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on its condensed consolidated financial statements as of June 30, 2025.

Assurance-type warranty

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“Summary of Significant Accounting Policies", for a description of the Company’s revenue categories.

The following table summarizes revenue by geographic area for the three and six months ended June 30, 2025 and 2024:

The following table summarizes revenue by geographic area for the three and nine months ended September 30, 2025 and 2024:

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SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

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THREE MONTHS ENDED

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SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

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Depreciation and amortization 18,626 16,792 56,058 49,817

Other segment expense* ( 1,557 ) 1,660 ( 2,811 ) 3,273

Other segment expense (income)* ( 2,514 ) ( 584 ) ( 5,325 ) 2,689

Interest expense 5,011 5,187 14,619 16,516

Income tax expense 8,219 305 8,018 ( 446 )

Segment net income $ ( 1,968 ) $ ( 12,574 ) $ 2,775 $ ( 17,257 )

Income tax expense (benefit) ( 1,792 ) ( 290 ) 6,226 ( 736 )

Segment net income (loss) $ 1,525 $ ( 1,371 ) $ 4,300 $ ( 18,628 )

Reconciliation of profit or loss

Adjustments and reconciling items — — — —

Consolidated net income $ ( 1,968 ) $ ( 12,574 ) $ 2,775 $ ( 17,257 )

* Other segment expense items included in segment net income include facilities related expense, marketing, travel, insurance, foreign currency exchange gains and losses, and other overhead expense.

Consolidated net income (loss) $ 1,525 $ ( 1,371 ) $ 4,300 $ ( 18,628 )

* Other segment expense (income) items included in segment net income include facilities related expense, marketing, travel, insurance, foreign currency exchange gains and losses, and other overhead expense.

The Company generally records its interim tax provision based upon a projection of the Company's estimated annual effective tax rate ("EAETR").

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The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

The Company's global ETR for the three and six months ended June 30, 2025 and 2024 were 131 %, ( 2 )%, 74 %, and 3 %, respectively, including discrete tax items.

The Company's global ETR for the three and nine months ended September 30, 2025 and 2024 were 671 %, 17 %, 59 %, and 4 %, respectively, including discrete tax items.

The current year increase in the ETR was principally due to the combined effect of the overall increase in pre-tax book income, the impact of non-deductible items, and the tax effect of certain discrete items.

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federal income tax code.

Key provisions include the permanent reinstatement of immediate expensing for domestic research expenditures, the restoration of full expensing for qualified machinery, equipment and other short-lived assets, and several modifications to existing international tax provisions.

These provisions were enacted subsequent to the end of second quarter of 2025 and therefore are not reflected in the accompanying condensed consolidated financial statements.

The Company is in the process of evaluating the impact of the OBBBA.

Earnings per Share

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Diluted earnings per share is computed by dividing the net income (loss) attributable to stockholders by the weighted-average number of shares and dilutive potential common shares during the period.

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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

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Net income (loss) available to common shareholders $ 1,525 $ ( 1,371 ) $ 4,300 $ ( 18,628 )

Basic weighted-average common shares outstanding(a) 160,916,057 160,505,223 160,955,936 160,014,746

Basic weighted-average common shares outstanding 160,403,011 160,642,052 160,769,603 160,225,375

Basic earnings per common share $ 0.01 $ ( 0.01 ) $ 0.03 $ ( 0.12 )

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Basic weighted-average common shares outstanding 160,403,011 160,642,052 160,769,603 160,225,375

Dilutive potential common shares(b) — — 645,088 —

Dilutive potential common shares 197,559 — 494,273 —

Diluted weighted-average common shares outstanding 160,600,570 160,642,052 161,263,876 160,225,375

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__________________________________

(a) The three- and six- months ended June 30, 2025, the Company repurchased 1,793,279 shares of its common stock under the stock repurchase program authorized by the Company's Board of Directors on April 11, 2025.

(a) For the three- and nine-months ended September 30, 2025, the Company repurchased 1,230,398 and 3,023,677 shares of its common stock, respectively, under the stock repurchase program authorized by the Company's Board of Directors on April 11, 2025.

The program authorizes the Company to repurchase up to $ 100,000 of its common stock.

(b) The three-months period ended June 30, 2025 and three- and six-months period ended June 30, 2024, the Company excluded potentially dilutive securities from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

(b) For the three- and nine-months ended September 30, 2024, the Company excluded potentially dilutive securities from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

Subsequent Event

On October 16, 2025, the Company entered into a Sixth Amendment (“Amendment”) to its Credit Agreement, originally dated August 15, 2017.

This Amendment provides for, among other changes, a reduction in the applicable rate for term loans.

Such modifications were implemented through the establishment of Replacement Term Loans under the Credit Agreement.

The Replacement Term Loans bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00 % plus an applicable margin rate of 2.75 % or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable margin rate of 1.75 %.

The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50 % and (iii) the Term SOFR rate plus 1.00 %.

The Replacement Term Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that were applicable to the Company’s Existing Term Loans prior to giving effect to the Amendment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements