What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-30 compared with 2025-03-31 · 120 added, 89 removed, 212 unchanged (50% of the section changed)

6 unchanged sentences

Actual future results may differ materially from those contained in or implied by our forward-looking statements due to various factors which are more fully described in Part I, Item 1A.

Risk Factors in our 2024 Annual Report as well as any risk factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what

extent, any of such risks may be realized.

Factors in our 2024 Annual Report as well as any risk factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized.

We also cannot assure you that we have identified all possible issues that we might face.

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Business Development

On October 31, 2024, we acquired ShareFile from Cloud.

On October 31, 2024, we acquired ShareFile from Cloud Software Group, Inc.

As a result of this acquisition, we recorded $96.2 million of deferred revenue and $464.0 million of intangible assets, as further described in Note 4:

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Three Months Ended % Change

(in thousands) February 28, 2025 February 29, 2024 As Reported Constant Currency

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Revenue $ 237,355 $ 175,077 36 % 35 %

Six Months Ended % Change

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Revenue $ 475,370 $ 359,762 32 % 32 %

Total revenue increased as compared to the same period last year primarily due to our acquisition of ShareFile in the fourth quarter of fiscal year 2024.

ShareFile revenue in the first quarter of fiscal year 2025 was $63.6 million.

These increases were partially offset by a decrease in our DataDirect product offering as a result of the timing of renewals on multiyear subscription contracts.

ShareFile revenue in the second quarter and first six months of fiscal year 2025 was $65.9 million and $129.6 million, respectively.

These increases were partially offset by a decrease in our DataDirect product offering in all periods presented as a result of the timing of renewals on multiyear subscription contracts.

Software License Revenue

Three Months Ended % Change

(in thousands) February 28, 2025 February 29, 2024 As Reported Constant Currency

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Software licenses $ 50,795 $ 53,979 (6) % (7) %

As a percentage of total revenue 21 % 31 %

Six Months Ended % Change

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Software licenses $ 109,240 $ 118,079 (7) % (7) %

As a percentage of total revenue 23 % 33 %

Software license revenue decreased compared to the same period last year primarily due to the decrease in our DataDirect product offering, as described above.

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Three Months Ended % Change

(in thousands) February 28, 2025 February 29, 2024 As Reported Constant Currency

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Maintenance $ 103,491 $ 102,503 1 % — %

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As a percentage of total revenue 79 % 69 %

Maintenance revenue slightly decreased as compared to the same period last year primarily due to the negative impact of foreign exchange.

SaaS revenue increased as compared to the same period last year due to our acquisition of ShareFile.

Professional services revenue decreased as compared to the same period last year primarily due to a decrease in MarkLogic professional services revenue.

Six Months Ended % Change

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

Maintenance $ 203,026 $ 204,528 (1) % — %

As a percentage of total revenue 43 % 57 %

SaaS 141,515 11,559 1,124 % 1,124 %

As a percentage of total revenue 30 % 3 %

Professional services 21,589 25,596 (16) % (16) %

As a percentage of total revenue 5 % 7 %

Total maintenance, SaaS, and professional services revenue $ 366,130 $ 241,683 51 % 52 %

As a percentage of total revenue 77 % 67 %

Maintenance revenue remained relatively flat as compared to the same period last year.

SaaS revenue increased as compared to the same periods last year due to our acquisition of ShareFile.

Professional services revenue decreased as compared to the same periods last year primarily due to a decrease in MarkLogic professional services revenue.

Revenue by Region

Three Months Ended % Change

(in thousands) February 28, 2025 February 29, 2024 As Reported Constant Currency

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

North America $ 147,326 $ 102,902 43 % 43 %

As a percentage of total revenue 62 % 59 %

Europe, the Middle East and Africa ("EMEA") $ 66,943 $ 63,087 6 % 8 %

EMEA $ 73,039 $ 57,538 27 % 24 %

As a percentage of total revenue 31 % 33 %

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As a percentage of total revenue 5 % 5 %

Total revenue generated in North America increased $47.4 million, and total revenue generated outside North America increased $6.0 million, as compared to the same period last year.

Six Months Ended % Change

(in thousands) May 31, 2025 May 31, 2024 As Reported Constant Currency

North America $ 301,972 $ 210,184 44 % 44 %

As a percentage of total revenue 64 % 58 %

EMEA $ 139,982 $ 120,625 16 % 16 %

As a percentage of total revenue 29 % 34 %

Latin America $ 9,905 $ 9,267 7 % 17 %

As a percentage of total revenue 2 % 3 %

Asia Pacific $ 23,511 $ 19,686 19 % 21 %

As a percentage of total revenue 5 % 5 %

Total revenue generated in North America increased $44.4 million and $91.8 million in the second quarter and first six months of fiscal year 2025, respectively.

Total revenue generated outside North America increased $17.9 million and $23.8 million over the same periods.

The increases in each region were primarily due to the acquisition of ShareFile.

Total revenue generated in markets outside North America represented 35% and 42% of total revenue in the first three months of fiscal year 2025 and fiscal year 2024, respectively.

Total revenue generated in markets outside North America represented 38% and 41% of total revenue in the second quarter of fiscal year 2025 and fiscal year 2024, respectively.

In the first six months of fiscal year 2025 and fiscal year 2024 total revenue generated in markets outside North America represented 36% and 42%, respectively.

Cost of Software Licenses

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Cost of software licenses $ 2,987 $ 2,497 $ 490 20 % $ 5,912 $ 5,228 $ 684 13 %

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Cost of software licenses as a percentage of software license revenue varies from period to period depending upon the relative product mix.

The increase in the second quarter of fiscal year 2025 compared to the same period last year was related to increased royalty costs, credit card fees, and hardware sales.

The increase in the first six months of fiscal year 2025 as compared to the same period last year was primarily due to increased hardware sales.

Cost of Maintenance, SaaS, and Professional Services

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Cost of maintenance, SaaS, and professional services $ 33,764 $ 22,176 $ 11,588 52 % $ 66,648 $ 44,395 $ 22,253 50 %

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Cost of maintenance, SaaS, and professional services consists primarily of hosting costs, and personnel related costs attributable to customer support, cloud operations, consulting, and education.

The increase year-over-year was primarily due to increased hosting and headcount related costs resulting from our acquisition of ShareFile.

Amortization of Intangibles

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Amortization of intangibles $ 10,422 $ 7,859 33 %

The increase year-over-year in all periods presented was primarily due to increased hosting and headcount related costs resulting from our acquisition of ShareFile.

Amortization of Acquired Intangibles

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Amortization of acquired intangibles $ 10,537 $ 7,398 42 % $ 20,959 $ 15,257 37 %

As a percentage of total revenue 4 % 4 % 4 % 4 %

Amortization of intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations.

The year-over-year increase is due to the acquisition of ShareFile.

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Amortization of acquired intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations.

The year-over-year increase in all periods presented is due to the acquisition of ShareFile.

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Gross profit $ 190,067 $ 143,006 33 % $ 381,851 $ 294,882 29 %

As a percentage of total revenue 80 % 82 % 80 % 82 %

Our gross profit increased primarily due to the increase in revenue, partially offset by the increases in costs of maintenance, SaaS, and professional services, and amortization of intangibles.

Our gross profit increased in all periods presented primarily due to the increase in revenue, partially offset by the increases in costs of maintenance, SaaS, and professional services, and amortization of acquired intangibles.

Sales and Marketing

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Sales and marketing $ 49,677 $ 37,889 $ 11,788 31 % $ 100,973 $ 77,000 $ 23,973 31 %

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Total sales and marketing $ 49,677 $ 37,889 $ 11,788 31 % $ 100,973 $ 77,000 $ 23,973 31 %

Sales and marketing expenses increased primarily due to increased personnel related costs, increased marketing and sales events costs, and increased contractors and outside services costs, each associated with our acquisition of ShareFile.

Sales and marketing expenses in all periods presented increased primarily due to increased personnel related costs, increased marketing and sales events costs, and increased contractors and outside services costs, each associated with our acquisition of ShareFile.

Product Development

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

Product development costs $ 46,570 $ 35,435 $ 11,135 31 % $ 92,945 $ 70,423 $ 22,522 32 %

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Total product development costs $ 46,570 $ 35,435 $ 11,135 31 % $ 92,945 $ 70,423 $ 22,522 32 %

Product development expenses increased primarily due to increased personnel related costs, as well as increased contractors and outside services costs, each associated with our acquisition of ShareFile.

Product development expenses in all periods presented increased primarily due to increased personnel related costs, as well as increased contractors and outside services costs, each associated with our acquisition of ShareFile.

General and Administrative

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 Change May 31, 2025 May 31, 2024 Change

General and administrative $ 25,637 $ 21,983 $ 3,654 17 % $ 51,260 $ 43,327 $ 7,933 18 %

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General and administrative expenses include the costs of our finance, human resources, legal, information systems and administrative departments.

The increases in personnel related costs, contractors and outside services, and other general and administrative costs were primarily related to our acquisition of ShareFile.

Amortization of Intangibles

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Amortization of intangibles $ 25,808 $ 17,389 48 %

The increases in all periods presented in personnel related costs, contractors and outside services, and other general and administrative costs were primarily related to our acquisition of ShareFile.

Amortization of Acquired Intangibles

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Amortization of acquired intangibles $ 26,063 $ 16,316 60 % $ 51,871 $ 33,705 54 %

As a percentage of total revenue 11 % 9 % 11 % 9 %

Amortization of intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology.

Amortization of intangibles increased due to the addition of ShareFile intangible assets, as discussed above.

Amortization of acquired intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology.

Amortization of acquired intangibles increased in all periods presented due to the addition of ShareFile intangible assets, as discussed above.

Cyber Vulnerability Response Expenses, Net

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Cyber vulnerability response expenses, net $ 730 $ 3,036 (76) % $ 1,467 $ 4,023 (64) %

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As previously disclosed, following the discovery of the MOVEit Vulnerability that was disclosed on June 5, 2023, we engaged outside cybersecurity experts and other incident response professionals to conduct a forensic investigation and assess the extent and scope of this matter.

Cyber vulnerability response costs relate to the engagement of external cybersecurity experts and other

incident response professionals and are net of received and expected insurance recoveries.

Cyber vulnerability response costs relate to the engagement of external cybersecurity experts and other incident response professionals and are net of received and expected insurance recoveries.

Please refer to Note 12:

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Restructuring Expenses

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Restructuring expenses $ 1,043 $ 651 60 % $ 8,072 $ 3,000 169 %

As a percentage of total revenue — % — % 2 % 1 %

Restructuring expenses recorded in the first quarter of fiscal year 2025 primarily relate to headcount reductions and a facility closure in connection with the restructuring action related to the ShareFile acquisition in November 2024.

Restructuring expenses recorded in the second quarter and first six months of fiscal year 2025 primarily relate to headcount reductions and a facility closure in connection with the restructuring action related to the ShareFile acquisition in November 2024.

Restructuring for additional details, including types of expenses incurred and the timing of future expenses and cash payments.

Acquisition-Related Expenses

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Acquisition-related expenses $ 1,731 $ 548 216 % $ 4,221 $ 1,250 238 %

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These costs consist of professional service fees, including third-party legal and valuation-related fees.

Acquisition-related expenses in the first quarter of fiscal year 2025 were primarily related to our acquisition of ShareFile.

Acquisition-related expenses in the second quarter and first six months of fiscal year 2025 were primarily related to our acquisition of ShareFile.

Acquisition-related expenses in the same periods of fiscal year 2024 were primarily related to our pursuit of other acquisition opportunities.

Income from Operations

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Income from operations $ 38,616 $ 27,148 42 % $ 71,042 $ 62,154 14 %

As a percentage of total revenue 16 % 16 % 15 % 17 %

Income from operations decreased year-over-year due to an increase in costs of revenue and operating expenses, offset by an increase in revenue, as shown above.

Income from operations increased year-over-year due to an increase in revenue, offset by increases in costs of revenue and operating expenses, as shown above.

Other (Expense) Income

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Interest expense $ (18,138) $ (7,007) 159 % $ (36,567) $ (14,351) 155 %

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As a percentage of total revenue (8) % (4) % (8) % (4) %

Total other expense, net, increased in the first quarter of fiscal year 2025 as compared to the same period last year primarily due to an increase in interest expense resulting from costs associated with drawing on our revolving line of credit to acquire ShareFile.

Total other expense, net, increased in the second quarter and first six months of fiscal year 2025 as compared to the same periods last year primarily due to an increase in interest expense resulting from costs associated with drawing on our revolving line of credit to acquire ShareFile.

Refer to Note 5:

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Provision for Income Taxes

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Provision for income taxes $ 2,835 $ 3,940 (28) % $ 5,191 $ 8,908 (42) %

As a percentage of income before income taxes 14 % 20 % 16 % 19 %

Our effective income tax rate was 18% in the first fiscal quarter of both 2025 and 2024.

In the first fiscal quarter of 2024, there were discrete tax benefits related to stock-based compensation and the statute of limitations expiring on uncertain tax positions.

While there were no significant discrete tax benefits in the first fiscal quarter of 2025, the overall effective tax rate is lower due to the geographical mix of profit.

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024 % Change

Our effective tax rate was 14% and 20% in the second fiscal quarter of 2025 and 2024, respectively.

The primary reason for the decrease in the effective rate was due to $1.1 million of discrete tax benefits in the second fiscal quarter of 2025 compared to $0.2 million of discrete tax benefits in the second fiscal quarter of 2024.

Three Months Ended Six Months Ended

(in thousands) May 31, 2025 May 31, 2024 % Change May 31, 2025 May 31, 2024 % Change

Net income $ 17,029 $ 16,188 5 % $ 27,975 $ 38,827 (28) %

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ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Our ARR was $836 million and $566 million as of February 28, 2025 and February 29, 2024, respectively, which is an increase of 48% year-over-year.

Our ARR was $838 million and $573 million as of May 31, 2025 and May 31, 2024, respectively, which is an increase of 46% year-over-year.

The growth in ARR was primarily driven by the acquisition of ShareFile.

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Cash and Cash Equivalents

(in thousands) February 28, 2025 November 30, 2024

(in thousands) May 31, 2025 November 30, 2024

Cash and cash equivalents $ 102,006 $ 118,077

The increase in cash and cash equivalents of $6.1 million from the end of fiscal year 2024 was due to cash inflows from operations of $68.7 million, and $1.6 million in cash received from the issuance of common stock.

The cash inflows described above were offset by cash outflows of $30.0 million to pay down the revolving line of credit, repurchases of common stock of $30.1 million, the effect of exchange rates on cash of $1.5 million, purchases of property and equipment of $1.3 million, and a $1.2 million payment related to the acquisition of ShareFile.

The decrease in cash and cash equivalents of $16.1 million from the end of fiscal year 2024 was due to cash outflows of $70.0 million to pay down the revolving line of credit, repurchases of common stock of $50.1 million, purchases of property and equipment of $1.8 million, a $1.2 million payment related to the acquisition of ShareFile, and $0.7 million in dividend equivalent payments to stockholders.

The cash outflows described above were offset by cash inflows from operations of $98.9 million, the effect of exchange rates on cash of $6.1 million, and $2.7 million in cash received from the issuance of common stock.

Except as described below, there are no limitations on our ability to access our cash and cash equivalents.

As of February 28, 2025, $63.3 million of our cash and cash equivalents was held by our foreign subsidiaries.

As of May 31, 2025, $62.9 million of our cash and cash equivalents was held by our foreign subsidiaries.

As a result of the debt obligations arising from the ShareFile acquisition, in the fourth quarter of fiscal 2024 we determined that a substantial portion of unremitted foreign earnings are no longer indefinitely reinvested.

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Deferred taxes are recorded for earnings of our foreign operations that we determine are not indefinitely reinvested.

Three Months Ended

(in thousands) February 28, 2025 February 29, 2024

Six Months Ended

(in thousands) May 31, 2025 May 31, 2024

Net cash flows from operating activities $ 98,943 $ 134,185

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Cash Flows From Operating Activities

The decrease in cash generated from operations in the first quarter of fiscal year 2025 as compared to the same period last year was primarily due to increased costs of maintenance, SaaS, and professional services, and operating expenses, as well as increased interest expense resulting from the draw down on our revolving line of credit in the fourth quarter of fiscal year 2024.

This was offset by higher billings and collections.

Our gross accounts receivable as of February 28, 2025, decreased by $36.0 million from the end of fiscal year 2024.

Our days sales outstanding (DSO) in accounts receivable decreased to 48 days the first quarter of fiscal year 2025 from 50 days in the first fiscal quarter of 2024 due to the timing of billings and collections.

The decrease in cash generated from operations in the first six months of fiscal year 2025 as compared to the same period last year was primarily due to increased interest expense resulting from the draw down on our revolving line of credit in the fourth quarter of fiscal year 2024.

Our gross accounts receivable as of May 31, 2025, decreased by $21.0 million from the end of fiscal year 2024.

Our days sales outstanding (DSO) in accounts receivable increased to 53 days in the second quarter of fiscal year 2025 from 41 days in the second fiscal quarter of 2024 due to the timing of billings and collections.

Cash Flows Used in Investing Activities

Net cash outflows and inflows of our net investment activity are generally a result of the timing of our purchases and maturities of securities, which are classified as cash equivalents, as well as the timing of acquisitions and divestitures.

In the first three months of fiscal year 2025, we purchased $1.3 million of property and equipment, and had payments for acquisitions of $1.2 million.

In the first quarter of fiscal year 2024 we had $0.3 million of purchases of property and equipment.

In the first six months of fiscal year 2025, we purchased $1.8 million of property and equipment, and had payments for acquisitions of $1.2 million.

Through the second quarter of fiscal year 2024 we had $1.3 million of purchases of property and equipment.

Cash Flows Used in Financing Activities

We received $6.2 million from the exercise of stock options and the issuance of shares under our employee stock purchase plan in the first three months of fiscal year 2025 as compared to $7.6 million in the first three months of fiscal year 2024.

We made withholding tax payments related to net share settlements of equity awards of $4.6 million in the three months of fiscal year 2025 as compared to $5.9 million in the first three months of fiscal year 2024.

We repurchased $30.1 million of our common stock under our share repurchase plan in the first three months of fiscal year 2025 as compared to $22.5 million in the same period of the prior year.

Further, we made payments on our revolving line of credit of $30.0 million in the first quarter of fiscal years 2025 and 2024.

Finally, we made dividend payments of $8.2 million to our stockholders during the first three months of fiscal year 2024.

We also made payments on our pre-existing term loan of $3.4 million in the first quarter of fiscal year 2024.

We received $12.8 million from the exercise of stock options and the issuance of shares under our employee stock purchase plan in the first six months of fiscal year 2025 as compared to $12.9 million in the first six months of fiscal year 2024.

We made withholding tax payments related to net share settlements of equity awards of $10.1 million in the first six months of fiscal year 2025 as compared to $10.6 million in the first six months of fiscal year 2024.

We repurchased $50.1 million of our common stock under our share repurchase plan in the first six months of fiscal year 2025 as compared to $72.4 million in the same period of the prior year.

Further, we made payments on our revolving line of credit of $70.0 million and $110.0 million through the second quarters of fiscal years 2025 and 2024, respectively.

During the second quarter of fiscal year 2024, we received net proceeds from the issuance of debt of $51.9 million (we refinanced our debt by issuing the convertible senior notes and used the proceeds to pay off the outstanding balance of the term loan and revolving line of credit under our previous credit agreement).

In the first quarter of fiscal year 2024 we made payments on our long-term debt of $33.4 million (including a $30.0 million repayment on the revolving line of credit).

Finally, we made dividend equivalent payments of $0.7 million to our stockholders during the first six months of fiscal year 2025, as compared to $16.1 million of dividend and dividend equivalent payments made to stockholders through the first six months of fiscal year 2024.

Share Repurchase Program

In January 2023, our Board of Directors increased our share repurchase authorization by $150 million, to an aggregate authorization of $228.0 million.

In the three months ended February 28, 2025 and February 29, 2024, we repurchased and retired 0.5 million shares for $30.0 million and 0.4 million shares for $22.5 million, respectively.

In the three months ended May 31, 2025 and May 31, 2024, we repurchased and retired 0.4 million shares for $20.0 million and 1.0 million shares for $49.9 million, respectively.

In the six months ended May 31, 2025 and May 31, 2024, we repurchased and retired 0.9 million shares for $50.0 million and 1.4 million shares for $72.4 million, respectively.

The shares were repurchased in both periods as part of the share repurchase program as authorized by our Board of Directors.

As of February 28, 2025, there was $77.2 million remaining under the current authorization.

As of May 31, 2025, there was $57.2 million remaining under the current authorization.

As announced on September 9, 2024, our Board of Directors approved the suspension of our quarterly dividend in connection with the ShareFile acquisition and plans to redirect such capital toward the repayment of debt to increase liquidity for future M&A and for share repurchases, both of which are prioritized in our capital allocation policy.

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Our foreseeable cash needs include capital expenditures, acquisitions, debt repayments, share repurchases, lease commitments, restructuring obligations, and other long-term obligations.

We expect to continue to make payments on the revolving credit facility and are also continuously evaluating additional financing options, the net proceeds of which could be used for general corporate purposes or to repay amounts outstanding under our revolving credit facility.

In the future, we may use the available capacity under our revolving credit facility for general corporate purposes, which may include payments made in connection with any settlement of the 2026 Notes upon conversion, redemption or repayment of our 2026 Notes at or prior to the 2026 Notes maturity.

Legal and Other Regulatory Matters

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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 2. Management’s Discussion and Analysis