What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-03 compared with 2025-11-12 · 135 added, 97 removed, 433 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except par value data)

September 30,

Current assets:

1 unchanged sentence

Restricted cash

Accounts receivable, less provision for credit losses of $ 8 and $ 7 as of September 30, 2025 and June 30, 2025, respectively

Accounts receivable, less provision for credit losses of $ 2 and $ 7 as of December 31, 2025 and June 30, 2025, respectively

Costs capitalized to obtain revenue contracts, net

22 unchanged sentences

60,000 shares;

33,299 and 33,237 shares as of September 30, 2025 and June 30, 2025, respectively;

26,914 and 27,083 shares as of September 30, 2025 and June 30, 2025, respectively

33,766 and 33,237 shares as of December 31, 2025 and June 30, 2025, respectively;

27,381 and 27,083 shares as of December 31, 2025 and June 30, 2025, respectively

Additional paid-in capital

Treasury stock, at cost:

6,385 and 6,154 shares of common stock as of September 30, 2025 and June 30, 2025, respectively

6,385 and 6,154 shares of common stock as of December 31, 2025 and June 30, 2025, respectively

Accumulated other comprehensive loss

7 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Professional services

21 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Other comprehensive income, net of taxes:

5 unchanged sentences

(in thousands)

Three Months Ended September 30, 2025

Additional Paid-in

Three Months Ended December 31, 2025

Treasury Stock

Accumulated Other Comprehensive

Total Stockholders'

Comprehensive

Stockholders'

Balances as of September 30, 2025

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock upon exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Repurchase of common stock and related

Stock-based compensation

Foreign currency translation adjustments

Balances as of December 31, 2025

See accompanying notes to condensed consolidated financial statements.

EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Three Months Ended December 31, 2024

Treasury Stock

Notes Receivable

Comprehensive

Stockholders'

Balances as of September 30, 2024

Issuance of common stock upon exercise of stock options

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock in connection with employee stock purchase plan

Repurchase of common stock

Stock-based compensation

Foreign currency translation adjustments

Balances as of December 31, 2024

See accompanying notes to condensed consolidated financial statements.

EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (cont.)

(in thousands)

Six Months Ended December 31, 2025

Treasury Stock

Comprehensive

Stockholders'

Balances as of June 30, 2025

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock upon exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Issuance of common stock warrant for services

2 unchanged sentences

Foreign currency translation adjustments

Balances as of September 30, 2025

Three Months Ended September 30, 2024

Balances as of December 31, 2025

See accompanying notes to condensed consolidated financial statements.

EGAIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (cont.)

(in thousands)

Six Months Ended December 31, 2024

Additional Paid-in

1 unchanged sentence

Notes Receivable From

Accumulated Other Comprehensive

Accumulated Other

Comprehensive

Total Stockholders'

1 unchanged sentence

Issuance of common stock upon exercise of stock options

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock in connection with employee stock purchase plan

Repurchase of common stock

1 unchanged sentence

Foreign currency translation adjustments

Balances as of September 30, 2024

Balances as of December 31, 2024

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

September 30,

Six Months Ended

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization

Provision for credit losses

Provision for (recovery of) credit losses

Deferred income taxes

1 unchanged sentence

Issuance of common stock warrant for services

Gain on disposal of property and equipment

Changes in operating assets and liabilities:

16 unchanged sentences

Proceeds from exercise of stock options

Proceeds from employee stock purchase plan

Repurchases of common stock

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of change in exchange rates on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

2 unchanged sentences

Cash paid for taxes

Right-of-use (ROU) assets and lease liabilities recognized from lease modification

Non-cash items:

Purchases of equipment through trade accounts payable

Purchases of equipment included in accounts payable

See accompanying notes to condensed consolidated financial statements.

11 unchanged sentences

Basis of Presentation

The accompanying condensed consolidated balance sheet as of September 30, 2025 and the condensed consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the three months ended September 30, 2025 and 2024, are unaudited.

The accompanying condensed consolidated balance sheet as of December 31, 2025 and the condensed consolidated statements of operations, comprehensive income, and stockholders’ equity for the three and six months ended December 31, 2025 and cash flows for the six months ended December 31, 2025 and 2024, are unaudited.

The condensed consolidated balance sheet as of June 30, 2025 was derived from audited consolidated financial statements as of that date but does not include all the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements.

23 unchanged sentences

The objective of this guidance is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in each relevant expense caption.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 (our fiscal year 2028), with early and retrospective adoption permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and related disclosures.

This ASU is effective for fiscal years beginning after December 15, 2026 (our fiscal year 2028), and interim reporting periods beginning after December 15, 2027, with early and retrospective adoption permitted.

We are currently evaluating the impact of this update on our condensed consolidated financial statements and related disclosures.

Revenue Recognition

7 unchanged sentences

With respect to our business, a performance obligation is a promise to transfer a service to a customer that is distinct.

Significant judgment is required to determine whether services are distinct

performance obligations that should be accounted for separately or combined as one unit of accounting.

Significant judgment is required to determine whether services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting.

Additionally, significant judgment is required to determine the timing of revenue recognition.

40 unchanged sentences

The capitalized amounts consist primarily of sales commissions paid to our direct sales force.

Capitalized amounts also

include (i) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (ii) the associated payroll taxes and fringe benefit costs associated with the payments to our employees.

Capitalized amounts also include (i) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (ii) the associated payroll taxes and fringe benefit costs associated with the payments to our employees.

Costs capitalized related to new revenue contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be five years .

3 unchanged sentences

Amortization of costs to obtain revenue contracts is included as a component of sales and marketing expenses in our condensed consolidated statements of operations.

During the three months ended September 30, 2025 and 2024, we capitalized $ 97,000 and $ 189,000 of costs to obtain revenue contracts, respectively, and amortized $ 320,000 and $ 354,000 to sales and marketing expense, respectively.

Capitalized costs to obtain revenue contracts, net were $ 2.4 million and $ 2.6 million as of September 30, 2025 and June 30, 2025, respectively, on our condensed consolidated balance sheets.

During the three and six months ended December 31, 2025, we capitalized $ 200,000 and $ 297,000 of costs to obtain revenue contracts, respectively, and amortized $ 306,000 and $ 626,000 to sales and marketing expense, respectively.

During the three and six months ended December 31, 2024, we capitalized $ 329,000 and $ 518,000 of costs to obtain revenue contracts, respectively, and amortized $ 330,000 and $ 684,000 to sales and marketing expense, respectively.

Capitalized costs to obtain revenue contracts, net were $ 2.3 million and $ 2.6 million as of December 31, 2025 and June 30, 2025, respectively, on our condensed consolidated balance sheets.

Deferred Revenue

5 unchanged sentences

We operate in one segment - the development, license, implementation, and support of our customer service infrastructure software solutions.

Operating segments are identified as components of an enterprise for which discrete financial information is available and regularly reviewed by our Chief Operating Decision-Maker in order to make decisions about resources to be allocated to the segment and assess its performance.

Our chief operating decision-makers (CODMs) under ASC 280, Segment Reporting , are our executive management team.

Operating segments are identified as components of an enterprise for which discrete financial information is available and regularly reviewed by our Chief Operating Decision-Maker (CODM) in order to make decisions about resources to be allocated to the segment and assess its performance.

Our CODMs under ASC 280, Segment Reporting, are our executive management team.

Our CODMs review financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

4 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Income (loss) from operations:

3 unchanged sentences

The following table presents our long-lived assets, corresponding to our geographic areas are as follows (in thousands):

September 30,

Long-lived assets:

8 unchanged sentences

We also partner with system integrators and managed service providers.

One customer, including one of our partners, accounted for 15 %, of total revenue during the three months ended September 30, 2025.

Two customers, including one of our partners, accounted for 15 % and 10 %, respectively, of total revenue during the three months ended September 30, 2024.

Two and three customers accounted for more than 10% of our gross accounts receivable, less provision for credit losses balance as of September 30, 2025 and 2024, respectively.

One customer accounted for more than 10% of total revenue during the three and six months ended December 31, 2025.

One customer, who is also one of our resell partners, accounted for more than 10% of total revenue during the three and six months ended December 31, 2024.

Two customers accounted for 10% or more of our accounts receivable balance, less provision for credit losses, as of December 31, 2025.

Three customers accounted for 10% or more of our accounts receivable balance, less provision for credit losses, as of June 30, 2025.

Accounts Receivable and Provision for Credit Losses

9 unchanged sentences

Unbilled accounts receivables are recorded when revenue recognized on the contract exceeds billings, pursuant to contract provisions, and becomes billable upon certain criteria being met.

Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 1.4 million, as of September 30, 2025 and June 30, 2025, and are included in the accounts receivable, provision for credit losses, balance on the accompanying condensed consolidated balance sheets.

Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 1.3 million and $ 1.4 million, as of December 31, 2025 and June 30, 2025, respectively, and are included in the accounts receivable, less provision for credit losses balance on the accompanying condensed consolidated balance sheets.

Stock-Based Compensation

3 unchanged sentences

The ESPP provides that eligible employees may purchase the Company’s common stock through payroll deductions at a price equal to 85 % of the lower of the fair market value at the entry date of the applicable offering period or at the end of each applicable purchasing period.

The offering period, meaning a period with respect to which the right to purchase shares

of our common stock may be granted under the ESPP, will not exceed twenty-seven months and consist of a series of six-month purchase periods.

The offering period, meaning a period with respect to which the right to purchase shares of our common stock may be granted under the ESPP, will not exceed twenty-seven months and consist of a series of six-month purchase periods.

Eligible employees may join the ESPP at the beginning of any six-month purchase period.

3 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Stock-based compensation expense:

4 unchanged sentences

Total stock-based compensation expense

Total stock-based compensation includes expense related to non-employee awards of $ 2,700 and $ 20,000 during the three months ended September 30, 2025 and 2024, respectively.

Total stock-based compensation includes expense related to the ESPP of $ 60,000 and $ 80,000 for the three months ended September 30, 2025 and 2024, respectively.

Total stock-based compensation includes expenses related to non-employee awards of $ 2,900 and $ 5,600 during the three and six months ended December 31, 2025, respectively.

Total stock-based compensation includes expenses related to non-employee awards of $ 11,000 and $ 31,000 during the three and six months ended December 31, 2024, respectively.

Total stock-based compensation includes expenses related to the ESPP of $ 68,000 and $ 128,000 for the three and six months ended December 31, 2025, respectively.

Total stock-based compensation includes expenses related to the ESPP of $ 81,000 and $ 161,000 for the three and six months ended December 31, 2024, respectively.

We utilize the Black-Scholes valuation model for estimating the fair value of the stock-based compensation of options granted and ESPP stock purchase rights.

1 unchanged sentence

All shares of our common stock issued pursuant to our stock option, RSUs, and ESPP plans are only issued out of an authorized reserve of shares of common stock which were previously registered with the SEC on Registration Statements on Form S-8.

During the three months ended September 30, 2025 and 2024, we granted options to purchase 115,700 and 26,700 shares of common stock with a weighted-average fair value of $ 3.65 and $ 3.52 per share, respectively.

During the three months ended December 31, 2025 and 2024, we granted options to purchase 103,800 and 287,067 shares of common stock with a weighted-average grant date fair value of $ 6.41 and $ 2.67 per share, respectively.

During the six months ended December 31, 2025 and 2024, we granted options to purchase 219,500 and 313,767 shares of common stock with a weighted-average grant date fair value of $ 4.96 and $ 2.74 per share, respectively.

We used the following weighted-average assumptions as inputs into the Black-Scholes valuation model to estimate the fair value of the options granted:

Three Months Ended

September 30,

Six Months Ended

Expected volatility

6 unchanged sentences

Treasury Strips rate with maturities approximating the expected lives of the awards during the period, which approximate the rate in effect at the time of the grant.

On June 1, 2025 and 2024, employees were granted the right to purchase an aggregate of 82,635 and 90,792 shares under the ESPP, respectively.

During each of the three months ended September 30, 2025 and 2024, no ESPP grants or purchase occurred.

As of September 30, 2025, there were 589,695 shares of common stock available for issuance under the ESPP.

On December 1, 2025, certain employees were granted the right to purchase an aggregate of 60,914 shares under the ESPP.

Stock-based compensation expense for the three and six months ended December 31, 2025 was $ 31,000 .

On December 1, 2024, certain employees were granted the right to purchase an aggregate of 103,618 shares under the ESPP.

Stock-based compensation expense for the three and six months ended December 31, 2024 was $ 31,000 .

As of December 31, 2025, there were 519,491 shares of common stock available for issuance under the ESPP.

We base our estimate of expected life of a stock option on the historical exercise behavior and cancellations of all past option grants made by the Company during the time period which its equity shares have been publicly traded, the contractual term of the option, the vesting period and the expected remaining term of the outstanding options.

1 unchanged sentence

Improvements to Employee Share-Based Accounting , we elected to continue to estimate forfeitures in the calculation of stock-based compensation expense.

As of September 30, 2025, there was approximately $ 894,000 of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock options, which is expected to be recognized over the weighted-average period of 1.6 years.

There were 62,106 and 32,317 options exercised during the three months ended September 30, 2025 and 2024 , respectively.

As of September 30, 2025, there was approximately $ 125,000 of total unrecognized compensation cost, net of expected forfeitures, related to unvested RSUs, which is expected to be recognized over the weighted-average period of 0.1 years.

There were no RSUs granted during the three months ended September 30, 2025 and 2024.

As of December 31, 2025, there was approximately $ 1.2 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested stock options, which is expected to be recognized over the weighted-average period of 1.53

There were 234,618 and 117,000 options exercised during the three months ended December 31, 2025 and 2024, respectively.

There were 296,724 and 149,317 options exercised during the six months ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was approximately $ 1.2 million of total unrecognized compensation cost, net of expected forfeitures, related to unvested RSUs, which is expected to be recognized over the weighted-average period of 0.87 years.

There were 123,767 and 226,654 RSUs granted during the three and six months ended December 31, 2025 and 2024, with a weighted average grant date fair value of $ 13.58 and $ 5.71 per share, respectively.

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity , and ASC Topic 815, Derivatives and Hedging .

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to our own common shares and whether the warrant holders require mandatory cash settlement, among other conditions for equity classification.

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to our own common stock and whether the warrant holders require mandatory cash settlement, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance.

16 unchanged sentences

Lease expense is recognized on a straight-line basis over the lease term.

The Company has elected not to recognize ROU assets and obligations for leases with an initial term of twelve months or less, and has applied a capitalization threshold to recognize a lease on the condensed consolidated balance sheet.

The Company has elected not to recognize ROU assets and obligations for leases with an initial term of twelve months or less, and has applied a capitalization threshold to recognize a lease on the

condensed consolidated balance sheet.

The expense associated with short-term leases and leases that do not meet the Company’s capitalization threshold are recorded to lease expense in the period it is incurred.

2 unchanged sentences

We operate under a single reporting unit and accordingly, all of our goodwill is associated with the entire company.

We had no indicators of impairment during the three months ended September 30, 2025.

We had no indicators of impairment during the three and six months ended December 31, 2025.

REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents our SaaS and professional services revenue during the three months ended September 30, 2025 and 2024, respectively (in thousands):

Three Months Ended

September 30,

Professional services revenue

Total revenue

The following table presents our revenue recognized over-time and at a point-in-time during the three months ended September 30, 2025 and 2024, respectively (in thousands):

The following table presents our revenue recognized over-time and at a point-in-time during the three and six months ended December 31, 2025 and 2024, respectively (in thousands):

Three Months Ended

September 30,

Six Months Ended

Point-in-time

4 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

North America

7 unchanged sentences

The following table presents our contract liabilities (in thousands):

Balance as of

September 30, 2025

December 31, 2025

June 30, 2025

3 unchanged sentences

Total deferred revenue

$ 19.3 million of deferred revenue as of June 30, 2025 was recognized as revenue during the three months ended September 30, 2025.

$ 13.6 million and $ 32.9 million of deferred revenue as of June 30, 2025 was recognized as revenue during the three and six months ended December 31, 2025, respectively.

Remaining Performance Obligations

1 unchanged sentence

The transaction price allocated to the remaining performance obligation is influenced by a variety of factors, including seasonality, timing of renewals, average contract terms and foreign currency exchange rates.

As of September 30, 2025, our remaining performance obligations were $ 86.9 million, of which we expect to recognize $ 58.4 million and $ 28.5 million as revenue within one year and beyond one year, respectively.

As of December 31, 2025, our remaining performance obligations were $ 84.9 million, of which we expect to recognize $ 53.0 million and $ 31.9 million as revenue within one year and beyond one year, respectively.

EARNINGS PER SHARE

1 unchanged sentence

In periods where net income is reported, the weighted-average number of shares is increased by stock options in the money, shares issuable for RSUs subject to service-based vesting requirements, and the warrants in the money to calculate diluted earnings per share.

The following table represents the calculation of basic and diluted earnings per share (unaudited, in thousands, except per share data):

The following table represents the calculation of basic and diluted earnings per share (unaudited;

in thousands, except per share data):

Three Months Ended

September 30,

Six Months Ended

Per share information:

1 unchanged sentence

Weighted-average shares used in computation:

Effect of dilutive options and RSUs

Weighted-average shares of stock options to purchase 2,861,639 and 3,386,960 shares of common stock and warrants to purchase 500,000 and 0 shares of common stock for the three months ended September 30, 2025 and 2024, respectively, were not included in the computation of diluted net income per share due to their anti-dilutive effect.

Effect of dilutive instruments

Weighted-average shares of stock options to purchase 279,097 and 3,361,087 shares of common stock for the three months ended December 31, 2025 and 2024, respectively, and weighted-average shares of stock options to purchase 2,319,733 and 3,415,156 shares of common stock for the six months ended December 31, 2025 and 2024, respectively, were not included in the computation of diluted earnings per share due to their anti-dilutive effect.

Such securities could have a dilutive effect in future periods.

4 unchanged sentences

The remaining eGain foreign operations, including its wholly-owned subsidiary Exony Limited, have historically been profitable and we believe it is more likely than not that those assets will be realized.

Our tax provision primarily relates to foreign activities as well as federal and state income taxes.

Our income tax rate differs from the statutory tax rates primarily due to stock-based compensation, Subpart F income,research and development tax credits, and our foreign operations.

Our tax provision primarily relates to federal, foreign, and state income taxes.

Our income tax rate differs from the statutory tax rates primarily due to stock-based compensation, research and development tax credits, and our foreign operations.

We account for uncertain tax positions according to the provisions of ASC 740.

3 unchanged sentences

We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

As of September 30, 2025, utilization of the net operating loss (NOL) or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required.

As of December 31, 2025, utilization of the net operating loss (NOL) or tax credit carryforwards to offset future taxable income and taxes, respectively, are subject to an annual limitation under the Internal Revenue Code of 1986 and similar state provisions, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments such as built in gain or built in loss, as required.

Any limitation may result in expiration of all or a portion of its NOL and or tax credit carryforwards before utilization.

The Company has not identified a change in ownership as of September 30, 2025 that would significantly limit the NOL carryovers.

The Company has not identified a change in ownership as of December 31, 2025 that would significantly limit the NOL carryovers.

We lease our office facilities under non-cancelable operating leases that expire on various dates through fiscal year 2033.

On September 29, 2025, the Company entered into a lease agreement in Sunnyvale, California.

The term of the lease expires on March 31, 2027 and requires an average monthly rent of approximately $ 21,000 for 18 months from the lease commencement date in October 2025.

All of our office leases are classified as operating leases with lease expense recognized on a straight-line basis over the lease term.

1 unchanged sentence

As our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments.

Total operating lease costs were $ 332,000 and $ 300,000 for the three months ended September 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025 and 2024, operating cash outflows for operating leases were $ 287,000 and $ 274,000 , respectively.

Total operating lease costs were $ 390,000 and $ 383,000 for the three months ended December 31, 2025 and 2024, respectively.

Total operating lease costs were $ 722,000 and $ 683,000 for the six months ended December 31, 2025 and 2024, respectively.

For the three and six months ended December 31, 2025, operating cash outflows for operating leases were $ 288,000 and $ 575,000 , respectively.

For the three and six months ended December 31, 2024, operating cash outflows for operating leases were $ 322,000 and $ 596,000 , respectively.

The following tables present information about leases on our condensed consolidated balance sheets (in thousands):

September 30, 2025

June 30, 2025

Operating lease right-of-use assets

2 unchanged sentences

The following table presents information about the weighted average lease term and discount rate as follows:

September 30, 2025

June 30, 2025

Weighted average remaining lease term (in years)

Weighted average discount rate

As of September 30, 2025, remaining maturities of lease liabilities are as follows (in thousands):

As of December 31, 2025, remaining maturities of lease liabilities are as follows (in thousands):

Fiscal Period:

Remaining nine months of fiscal year 2026

Remaining six months of fiscal year 2026

Fiscal year 2027

44 unchanged sentences

Our money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy.

As of September 30, 2025 and June 30, 2025, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 47.6 million and $ 43.0 million, respectively.

As of December 31, 2025 and June 30, 2025, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 63.5 million and $ 43.0 million, respectively.

SHARE REPURCHASE PROGRAM

On November 14, 2022, eGain’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $20 million of its own outstanding common stock.

On May 24, 2024, the Board of Directors approved a $ 20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $ 20 million to $ 40 million of its outstanding common stock.

On September 3, 2025, the Board of Directors approved an additional $ 20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $ 40 million to $ 60 million of its outstanding common stock.

As of September 30, 2025, approximately $ 19.7 million, including associated trading fees and estimated taxes, remained available for stock repurchases pursuant to our stock repurchase program.

In May 2024 and again in September 2025, the Board of Directors approved a $20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $20 million to $60 million of its outstanding common stock.

As of December 31, 2025, approximately $19.7 million remained available for stock repurchases pursuant to our stock repurchase program.

Under the stock repurchase program, we may purchase shares of common stock on a discretionary basis from time to time through open market transactions or privately negotiated transactions at prices deemed appropriate by us.

4 unchanged sentences

The stock repurchase program will be funded using existing cash or future cash flows.

230,734 shares have been repurchased for an average acquisition cost per share of $ 6.38 , totaling $ 1.5 million during the three months ended September 30, 2025.

During the three months ended December 31, 2025, there were no share repurchases.

During the six months ended December 31, 2025, 230,734 shares have been repurchased for an average acquisition cost per share of $ 6.24 , totaling $ 1.4 million.

We intend to reissue repurchased shares at a later date and therefore carry the shares as treasury stock, at cost.

4 unchanged sentences

The Warrant was first evaluated under ASC Topic 480, Distinguishing Liabilities from Equity , and determined that it does not meet the criteria for a liability classification.

The Warrant was then evaluated under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and determined to be an equity-classified instrument.

The Warrant was then evaluated under ASC 815-40, Derivatives and

Hedging—Contracts in Entity’s Own Equity , and determined to be an equity-classified instrument.

Accordingly, the fair value of the warrant at grant date was recognized in additional paid-in capital within stockholders’ equity.

1 unchanged sentence

expected volatility of 54 %, risk-free interest rate of 2.87 %, expected term of 5 years, and no expected dividends.

The total fair value of the Warrant was $ 1.35 million and was recognized as a non-cash general and administrative expense during the three months ended September 30, 2025.

No warrants were exercised or expired during the three months ended September 30, 2025.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued.

The Company did not identify any other subsequent events, other than as described below, that would have required adjustment or disclosure in the condensed consolidated financial statements that are not already previously disclosed.

On September 29, 2025, the Company entered into a lease agreement in Sunnyvale, California.

The term of the lease expires on March 31, 2027 and requires an average monthly rent of approximately $ 21,000 for 18 months from the lease commencement date in October 2025.

No warrant expenses were recognized during the three months ended December 31, 2025.

The total fair value of the Warrant was $ 1.35 million and was recognized as a non-cash general and administrative expense during the six months ended December 31, 2025.

No warrants were exercised or expired during the three and six months ended December 31, 2025.

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