What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2026-02-03 · 78 added, 80 removed, 488 unchanged (24% of the section changed)

6 unchanged sentences

Restricted cash

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

Accounts receivable, less provision for credit losses of $ 25 and $ 7 as of March 31, 2026 and June 30, 2025, respectively

Costs capitalized to obtain revenue contracts, net

22 unchanged sentences

60,000 shares;

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

33,835 and 33,237 shares as of March 31, 2026 and June 30, 2025, respectively;

27,450 and 27,083 shares as of March 31, 2026 and June 30, 2025, respectively

Additional paid-in capital

Treasury stock, at cost:

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

6,385 and 6,154 shares of common stock as of March 31, 2026 and June 30, 2025, respectively

Accumulated other comprehensive loss

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Professional services

21 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Other comprehensive income, net of taxes:

5 unchanged sentences

(in thousands)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Treasury Stock

1 unchanged sentence

Stockholders'

Balances as of September 30, 2025

Issuance of common stock upon vesting of restricted stock units

Balances as of December 31, 2025

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

Balances as of March 31, 2026

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Treasury Stock

2 unchanged sentences

Stockholders'

Balances as of September 30, 2024

Balances as of December 31, 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

1 unchanged sentence

Foreign currency translation adjustments

Balances as of December 31, 2024

Balances as of March 31, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

Treasury Stock

9 unchanged sentences

Foreign currency translation adjustments

Balances as of December 31, 2025

Balances as of March 31, 2026

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Additional Paid-in

11 unchanged sentences

Foreign currency translation adjustments

Balances as of December 31, 2024

Balances as of March 31, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization

Provision for (recovery of) credit losses

Provision for credit losses

Deferred income taxes

37 unchanged sentences

Organization and Nature of Business

eGain automates customer experience with an AI knowledge hub solution.

We sell our SaaS solution to enterprises who want to improve customer experience while reducing cost, by using AI to synthesize and deliver trusted, consumable answers from a knowledge hub.

eGain powers AI-driven knowledge management for the enterprise.

We sell our SaaS platform to enterprises that want to deliver trusted, consumable answers to customers, employees, and AI agents — aiming to reduce cost and improve outcomes across every knowledge-intensive workflow.

Our platform centralizes enterprise knowledge and puts it to work across customer service, employee support, and AI-powered automation.

We are headquartered in Sunnyvale, California, USA.

4 unchanged sentences

Basis of Presentation

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 accompanying condensed consolidated balance sheet as of March 31, 2026 and the condensed consolidated statements of operations, comprehensive income, and stockholders’ equity for the three and nine months ended March 31, 2026 and cash flows for the nine months ended March 31, 2026 and 2025, 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.

57 unchanged sentences

We have a royalty revenue agreement with a customer related to our embedded intellectual property.

Under the terms of the agreement, the customer is to provide us a combination of fixed fee and per agent fee, for each software license sold containing the embedded software.

Under the terms of the agreement, the customer is to provide us with a combination of fixed fee and per agent fee, for each software license sold containing the embedded software.

These embedded OEM royalties are included as SaaS revenue.

23 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 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.

During the three and nine months ended March 31, 2026, we capitalized $ 194,000 and $ 491,000 of costs to obtain revenue contracts, respectively, and amortized $ 281,000 and $ 907,000 to sales and marketing expense, respectively.

During the three and nine months ended March 31, 2025, we capitalized $ 24,000 and $ 542,000 of costs to obtain revenue contracts, respectively, and amortized $ 362,000 and $ 1.0 million to sales and marketing expense, respectively.

Capitalized costs to obtain revenue contracts, net were $ 2.2 million and $ 2.6 million as of March 31, 2026 and June 30, 2025, respectively, on our condensed consolidated balance sheets.

Deferred Revenue

13 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Income (loss) from operations:

13 unchanged sentences

We also partner with system integrators and managed service providers.

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.

One customer accounted for more than 10% of total revenue during the three and nine months ended March 31, 2026 and 2025.

One customer accounted for 10% or more of our accounts receivable balance, less provision for credit losses, as of March 31, 2026.

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

10 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 $ 1.3 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.

Unbilled accounts receivables, for which the Company has the unconditional right to consideration, totaled $ 1.5 million and $ 1.4 million, as of March 31, 2026 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

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Stock-based compensation expense:

4 unchanged sentences

Total stock-based compensation expense

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.

Total stock-based compensation includes expenses related to non-employee awards of $ 2,900 and $ 8,500 during the three and nine months ended March 31, 2026, respectively.

Total stock-based compensation includes expenses related to non-employee awards of $ 11,000 and $ 42,000 during the three and nine months ended March 31, 2025, respectively.

Total stock-based compensation includes expenses related to the ESPP of $ 93,000 and $ 221,000 for the three and nine months ended March 31, 2026, respectively.

Total stock-based compensation includes expenses related to the ESPP of $ 84,000 and $ 245,000 for the three and nine months ended March 31, 2025, 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 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.

During the three months ended March 31, 2026 and 2025, we granted options to purchase 280,416 and 149,700 shares of common stock with a weighted-average grant date fair value of $ 4.90 and $ 2.52 per share, respectively.

During the nine months ended March 31, 2026 and 2025, we granted options to purchase 499,916 and 513,467 shares of common stock with a weighted-average grant date fair value of $ 4.93 and $ 2.66 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

Six Months Ended

Nine Months Ended

Expected volatility

7 unchanged sentences

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 .

Related stock-based compensation expense for the three and nine months ended March 31, 2026 was $ 93,000 and $ 124,000 , respectively.

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.

Related stock-based compensation expense for the three and nine months ended March 31, 2025 was $ 84,000 and $ 115,000 , respectively.

As of March 31, 2026, 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 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.

As of March 31, 2026, there was approximately $ 1.9 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 1.60 years.

There were 69,205 and 11,800 options exercised during the three months ended March 31, 2026 and 2025, respectively.

There were 365,929 and 161,117 options exercised during the nine months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 875,000 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 0.63 years.

There were no RSUs granted during the three months ended March 31, 2026 and 2025.

There were 123,767 and 226,654 RSUs granted during the nine months ended March 31, 2026 and 2025, 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 .

16 unchanged sentences

The assessment of whether renewal or extension options are reasonably certain to be exercised is made at lease commencement.

Factors considered in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option were not exercised.

would cause a significant economic penalty to the Company if the option were not exercised.

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 and six months ended December 31, 2025.

We had no indicators of impairment during the three and nine months ended March 31, 2026.

REVENUE RECOGNITION

Disaggregation of Revenue

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):

The following table presents our revenue recognized over-time and at a point-in-time during the three and nine months ended March 31, 2026 and 2025, respectively (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

Point-in-time

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

North America

7 unchanged sentences

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

December 31, 2025

March 31, 2026

June 30, 2025

3 unchanged sentences

Total deferred revenue

$ 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.

$ 8.9 million and $ 41.8 million of deferred revenue as of June 30, 2025 was recognized as revenue during the three and nine months ended March 31, 2026, 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 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.

As of March 31, 2026, our remaining performance obligations were $ 74.1 million, of which we expect to recognize $ 48.5 million and $ 25.6 million as revenue within one year and beyond one year, respectively.

EARNINGS PER SHARE

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Per share information:

2 unchanged sentences

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.

Weighted-average shares of stock options to purchase 2,415,544 and 3,527,358 shares of common stock for the three months ended March 31, 2026 and 2025, respectively, and weighted-average shares of stock options to purchase 2,367,628 and 3,458,061 shares of common stock for the nine months ended March 31, 2026 and 2025, 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.

11 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 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.

As of March 31, 2026, 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 December 31, 2025 that would significantly limit the NOL carryovers.

The Company has not identified a change in ownership as of March 31, 2026 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.

1 unchanged sentence

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.

In January 2026, the Company entered into a sublease agreement as a sublessor for a certain office space and which sublease agreement is set to expire in January 2031.

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 $ 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.

Total operating lease costs were $ 383,000 and $ 330,000 for the three months ended March 31, 2026 and 2025, respectively.

Total operating lease costs were $ 1.1 million and $ 1.0 million for the nine months ended March 31, 2026 and 2025, respectively.

Operating lease amounts above do not include sublease income.

The Company recognized sublease income of $ 17,000 for the three and nine months ended March 31, 2026.

For the three and nine months ended March 31, 2026, operating cash outflows for operating leases were $ 386,000 and $ 961,000 , respectively.

For the three and nine months ended March 31, 2025, operating cash outflows for operating leases were $ 287,000 and $ 883,000 , respectively.

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

5 unchanged sentences

Weighted average discount rate

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

As of March 31, 2026, remaining maturities of lease liabilities are as follows (in thousands):

Fiscal Period:

Remaining six months of fiscal year 2026

Remaining three 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 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.

As of March 31, 2026 and June 30, 2025, cash equivalents classified as level 1 instruments, including money market account investments, were measured at $ 59.6 million and $ 43.0 million, respectively.

SHARE REPURCHASE PROGRAM

1 unchanged sentence

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.

As of March 31, 2026, 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.

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.

During the three months ended March 31, 2026, there were no share repurchases.

During the nine months ended March 31, 2026, 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.

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.

No warrant expenses were recognized during the three months ended March 31, 2026.

The total fair value of the Warrant was $ 1.4 million and was recognized as a non-cash general and administrative expense during the nine months ended March 31, 2026.

No warrants were exercised or expired during the three and nine months ended March 31, 2026.

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