Red Violet, Inc. 10-Q

Item 1. Financial Statements. RED VIOLET, INC. CONDENSED CONSOLIDA TED BALANCE SHEETS (Amounts in thousands, except share data) (unaudited) June 30, 2026 December 31, 2025 ASSETS: Current assets: Cash and cash equivalents $ 49,972 $ 43,557 Accounts receivable, net of allowance for doubtful accounts of $ 145 and $ 231 as of June 30, 2026 and December 31, 2025, respectively 12,904 10,697 Prepaid expenses and other current assets 2,359 2,281 Total current assets 65,235 56,535 Property and equipment, net 914 882 Intangible assets, net 41,196 39,264 Goodwill 5,227 5,227 Right-of-use assets 2,311 2,570 Deferred tax assets 4,618 6,585 Other noncurrent assets 847 949 Total assets $ 120,348 $ 112,012 LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ 1,489 $ 1,977 Accrued expenses and other current liabilities 2,882 4,469 Current portion of operating lease liabilities 428 396 Deferred revenue 1,195 1,028 Total current liabilities 5,994 7,870 Noncurrent operating lease liabilities 2,219 2,396 Other noncurrent liabilities 523 820 Total liabilities 8,736 11,086 Shareholders' equity: Preferred stock—$ 0.001 par value, 10,000,000 shares authorized, and 0 shares issued and outstanding, as of June 30, 2026 and December 31, 2025 - - Common stock—$ 0.001 par value, 200,000,000 shares authorized, 14,114,395 and 14,151,350 shares issued and outstanding, as of June 30, 2026 and December 31, 2025 14 14 Additional paid-in capital 89,966 88,628 Retained earnings 21,632 12,284 Total shareholders' equity 111,612 100,926 Total liabilities and shareholders' equity $ 120,348 $ 112,012 See notes to condensed consolidated financial statements. 1 RED VIOLET, INC. CONDENSED CONSOLIDATED STATEMENTS O F OPERATIONS (Amounts in thousands, except share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 26,718 $ 21,774 $ 52,548 $ 43,777 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization) 3,818 3,501 7,637 7,162 Sales and marketing expenses 5,750 5,622 11,608 11,029 General and administrative expenses 8,268 7,253 16,167 13,427 Depreciation and amortization 2,787 2,647 5,597 5,197 Total costs and expenses 20,623 19,023 41,009 36,815 Income from operations 6,095 2,751 11,539 6,962 Interest income 394 339 738 647 Income before income taxes 6,489 3,090 12,277 7,609 Income tax expense 1,529 404 2,929 1,483 Net income $ 4,960 $ 2,686 $ 9,348 $ 6,126 Earnings per share: Basic $ 0.35 $ 0.19 $ 0.66 $ 0.44 Diluted $ 0.34 $ 0.18 $ 0.65 $ 0.42 Weighted average shares outstanding: Basic 14,175,312 14,018,629 14,184,951 14,008,385 Diluted 14,464,461 14,553,282 14,436,339 14,528,789 See notes to condensed consolidated financial statements. 2 RED VIOLET, INC. CONDENSED CONSOLIDATED STATEMENTS O F CHANGES IN SHAREHOLDERS’ EQUITY (Amounts in thousands, except share data) (unaudited) Common stock Treasury stock Additional Shares Amount Shares Amount paid-in capital Retained earnings Total Balance at March 31, 2025 13,950,797 $ 14 - $ - $ 89,264 $ 2,570 $ 91,848 Vesting of restricted stock units 38,617 - - - - - - Increase in treasury stock resulting from shares withheld to cover statutory taxes - - ( 12,573 ) ( 525 ) - - ( 525 ) Retirement of treasury stock ( 12,573 ) - 12,573 525 ( 525 ) - - Share-based compensation - - - - 2,197 - 2,197 Net income - - - - - 2,686 2,686 Balance at June 30, 2025 13,976,841 $ 14 - $ - $ 90,936 $ 5,256 $ 96,206 Balance at March 31, 2026 14,112,391 $ 14 ( 500 ) $ ( 17 ) $ 87,859 $ 16,672 $ 104,528 Vesting of restricted stock units 18,810 - - - - - - Increase in treasury stock resulting from shares withheld to cover statutory taxes - - ( 5,306 ) ( 216 ) - - ( 216 ) Common stock repurchased - - ( 11,000 ) ( 418 ) - - ( 418 ) Retirement of treasury stock ( 16,806 ) - 16,806 651 ( 651 ) - - Share-based compensation - - - - 2,758 - 2,758 Net income - - - - - 4,960 4,960 Balance at June 30, 2026 14,114,395 $ 14 - $ - $ 89,966 $ 21,632 $ 111,612 Common stock Treasury stock Additional Retained earnings Shares Amount Shares Amount paid-in capital (accumulated deficit) Total Balance at December 31, 2024 13,936,329 $ 14 - $ - $ 87,488 $ ( 870 ) $ 86,632 Vesting of restricted stock units 58,117 - - - - - - Increase in treasury stock resulting from shares withheld to cover statutory taxes - - ( 17,605 ) ( 727 ) - - ( 727 ) Retirement of treasury stock ( 17,605 ) - 17,605 727 ( 727 ) - - Share-based compensation - - - - 4,175 - 4,175 Net income - - - - - 6,126 6,126 Balance at June 30, 2025 13,976,841 $ 14 - $ - $ 90,936 $ 5,256 $ 96,206 Balance at December 31, 2025 14,151,350 $ 14 - $ - $ 88,628 $ 12,284 $ 100,926 Vesting of restricted stock units 53,469 - - - - - - Increase in treasury stock resulting from shares withheld to cover statutory taxes - - ( 15,924 ) ( 714 ) - - ( 714 ) Common stock repurchased - - ( 74,500 ) ( 3,122 ) - - ( 3,122 ) Retirement of treasury stock ( 90,424 ) - 90,424 3,836 ( 3,836 ) - - Share-based compensation - - - - 5,174 - 5,174 Net income - - - - - 9,348 9,348 Balance at June 30, 2026 14,114,395 $ 14 - $ - $ 89,966 $ 21,632 $ 111,612 See notes to condensed consolidated financial statements. 3 RED VIOLET, INC. CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (Amounts in thousands) (unaudited) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,348 $ 6,126 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,597 5,197 Share-based compensation expense 4,286 3,423 Write-off of long-lived assets 1 2 Provision for bad debts 367 274 Noncash lease expenses 259 257 Deferred income tax expense 1,967 1,187 Changes in assets and liabilities: Accounts receivable ( 2,574 ) ( 2,024 ) Prepaid expenses and other current assets ( 78 ) ( 510 ) Other noncurrent assets 102 ( 162 ) Accounts payable ( 488 ) ( 293 ) Accrued expenses and other current liabilities ( 1,587 ) ( 863 ) Deferred revenue 167 94 Operating lease liabilities ( 145 ) ( 220 ) Net cash provided by operating activities 17,222 12,488 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 168 ) ( 252 ) Capitalized costs included in intangible assets ( 6,803 ) ( 4,984 ) Net cash used in investing activities ( 6,971 ) ( 5,236 ) CASH FLOWS FROM FINANCING ACTIVITIES: Taxes paid related to net share settlement of vesting of restricted stock units ( 714 ) ( 727 ) Repurchases of common stock ( 3,122 ) - Dividend payable - ( 4,181 ) Net cash used in financing activities ( 3,836 ) ( 4,908 ) Net increase in cash and cash equivalents $ 6,415 $ 2,344 Cash and cash equivalents at beginning of period 43,557 36,504 Cash and cash equivalents at end of period $ 49,972 $ 38,848 SUPPLEMENTAL DISCLOSURE INFORMATION: Cash paid for interest $ - $ - Cash paid for income taxes $ 531 $ 681 Share-based compensation capitalized in intangible assets $ 888 $ 752 Retirement of treasury stock $ 3,836 $ 727 Right-of-use assets obtained in exchange of operating lease liabilities $ - $ 1,153 See notes to condensed consolidated financial statements. 4 RED VIOLET, INC. NOTES TO CONDENSED CONSOLID ATED FINANCIAL STATEMENTS (Amounts in thousands, except share data) (unaudited) 1. Summary of significant accounting policies (a) Basis of preparation The accompanying unaudited condensed consolidated financial statements of Red Violet, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “red violet” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2026. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 4, 2026 (the “2025 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date included in the 2025 Form 10-K, but does not include all disclosures required by US GAAP. Principles of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. (b) Recently issued accounting standards In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses," which requires disclosure within the notes to financial statements of specific information about certain costs and expenses including more detailed disclosures of certain categories of expenses such as employee compensation, depreciation, and intangible asset amortization that are components of existing expense captions presented on the face of the income statement. The update is effective for annual periods for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its condensed consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This ASU removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and instead requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. Additional updates include changes to accounting for website development costs and certain disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU permits an entity to apply the new guidance using either a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact this ASU may have on its condensed consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied using either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its condensed consolidated financial statements. 5 In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements." The ASU clarifies, corrects and makes minor improvements to various provisions of the Accounting Standards Codification. Among other amendments, the ASU clarifies that, upon the formal or constructive retirement of treasury stock, the excess of the repurchase price over par value may be recognized entirely as a deduction from additional paid-in capital, provided that additional paid-in capital does not become negative. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material effect on its condensed consolidated financial statements. 2. Earnings per share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, vested, or converted into common stock and is calculated using the treasury stock method and contingently issuable share guidance, as applicable. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share data) 2026 2025 2026 2025 Numerator: Net income $ 4,960 $ 2,686 $ 9,348 $ 6,126 Denominator: Weighted average shares outstanding: Basic 14,175,312 14,018,629 14,184,951 14,008,385 Diluted (1) 14,464,461 14,553,282 14,436,339 14,528,789 Earnings per share: Basic $ 0.35 $ 0.19 $ 0.66 $ 0.44 Diluted $ 0.34 $ 0.18 $ 0.65 $ 0.42 (1) For the three and six months ended June 30, 2026 and 2025, diluted weighted average shares outstanding reflect the dilutive effect of certain unvested restricted stock units ("RSUs"). 3. Intangible assets, net Intangible assets other than goodwill consist of the following: June 30, 2026 December 31, 2025 (In thousands) Amortization period Gross amount Accumulated amortization Net Gross amount Accumulated amortization Net Software developed for internal use 5 - 10 years $ 93,155 $ ( 54,082 ) $ 39,073 $ 85,843 $ ( 48,704 ) $ 37,139 Acquired intangible assets 10 years 2,364 ( 241 ) 2,123 2,282 ( 157 ) 2,125 Total $ 95,519 $ ( 54,323 ) $ 41,196 $ 88,125 $ ( 48,861 ) $ 39,264 The gross carrying amount of software developed for internal use includes capitalized costs related to the design, development, and testing of internal-use software. These costs primarily consist of eligible personnel-related expenses, share-based compensation, and travel expenses incurred by relevant employees, and other directly attributable costs incurred during the application development stage. The gross carrying amount of acquired intangible assets reflects the acquisition cost of certain data assets for which the Company has obtained perpetual usage rights. Amortization expenses of $ 2,716 and $ 2,595 for the three months ended June 30, 2026 and 2025, respectively, and $ 5,462 and $ 5,095 for the six months ended June 30, 2026 and 2025, respectively, were included in depreciation and amortization expense. As of June 30, 2026, intangible assets of $ 7,790 , included in the gross carrying amounts of intangible assets, have not yet commenced amortization, as they are not ready for their intended use. The Company capitalized costs of intangible assets of $ 3,733 and $ 2,784 during the three months ended June 30, 2026 and 2025, respectively, and $ 7,394 and $ 6,775 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, estimated amortization expense related to the Company’s intangible assets for the remainder of 2026 through 2031 and thereafter is as follows: 6 (In thousands) Year June 30, 2026 Remainder of 2026 $ 5,564 2027 10,832 2028 8,468 2029 6,505 2030 4,461 2031 and thereafter 5,366 Total $ 41,196 4. Revenue recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“Topic 606”). Under this standard, revenue is recognized when control of goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s performance obligation is to provide on-demand information and identity intelligence solutions to its customers by leveraging its proprietary technology and applying machine learning and advanced analytics to its massive data repository. The pricing for the customer contracts is based on usage, a monthly fee, or a combination of both. Permitted under Topic 606, the Company has applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts. Based on the Company’s historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company has concluded the financial statement effects are not materially different than if accounting for revenue on a contract-by-contract basis. Revenue is recognized over a period of time. The Company’s customers simultaneously receive and consume the benefits provided by the Company’s performance as and when provided. Furthermore, the Company has elected the “right to invoice” practical expedient, permitted under Topic 606, as its measure of progress, since it has a right to payment from a customer in an amount that corresponds directly with the value of its performance completed-to-date. In some arrangements, a right to consideration for the Company's performance under the customer contract may occur before invoicing to the customer, resulting in an unbilled accounts receivable. As of June 30, 2026, the current and noncurrent portions of unbilled accounts receivable of $ 1,296 and $ 777 , respectively, were included within accounts receivable and other noncurrent assets, respectively, on the condensed consolidated balance sheets . As of December 31, 2025, the current and noncurrent portions of unbilled accounts receivable of $ 1,137 and $ 880 , respectively, were included within accounts receivable and other noncurrent assets, respectively , on the condensed consolidated balance sheets. The Company's revenue arrangements do not contain significant financing components. For each of the three months ended June 30, 2026 and 2025, 77 % of total revenue was attributable to customers with pricing contracts, versus 23 % attributable to transactional customers. For each of the six months ended June 30, 2026 and 2025, 76 % of total revenue was attributable to customers with pricing contracts, versus 24 % attributable to transactional customers. Pricing contracts are generally annual contracts or longer, with auto renewal. If a customer pays consideration before the Company transfers services to the customer, those amounts are classified as deferred revenue. As of June 30, 2026 and December 31, 2025, the balance of deferred revenue was $ 1,195 and $ 1,028 , respectively, all of which is expected to be recognized as revenue in the next 12 months. In relation to the deferred revenue balance as of December 31, 2025, $ 287 and $ 727 were recognized as revenue during the three and six months ended June 30, 2026, respectively. As of June 30, 2026, $ 23,770 of revenue is expected to be recognized in the future for performance obligations that are unsatisfied or partially unsatisfied , related to pricing contracts that have a term of more than 12 months, of which, $ 7,032 of revenue will be recognized in the remainder of 2026, $ 10,300 in 2027, $ 4,144 in 2028, $ 1,625 in 2029, $ 370 in 2030, and $ 299 in 2031 and thereafter. The actual timing of recognition may vary due to factors outside of the Company’s control. The Company excludes variable consideration related entirely to wholly unsatisfied performance obligations and contracts and recognizes such variable consideration based upon the right to invoice the customer. Sales commissions are incurred and recorded on an ongoing basis over the term of the customer relationship. These costs are recorded in sales and marketing expenses. In addition, the Company elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. 7 5. Income taxes The Company is subject to federal and state income taxes in the United States. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter, unless a reliable estimate of ordinary income or the related tax expense/benefit cannot be made or the Company is in cumulative losses for which the benefit cannot be realized. In each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. The Company concluded that, due to its established historical cumulative positive income before income taxes plus permanent differences for recent years, projections of future taxable income, and the reversal of taxable temporary differences, the realization of deferred tax assets as of June 30, 2026 was more likely than not. The Company’s effective income tax rate was 24 % and 13 % for the three months ended June 30, 2026 and 2025, respectively, and 24 % and 19 % for the six months ended June 30, 2026 and 2025, respectively, differing from the U.S. federal statutory rate of 21 %. For the three and six months ended June 30, 2026, the effective income tax rates were higher than the statutory rate, primarily driven by state income taxes and nondeductible expenses, partially offset by research and development tax credits and excess tax benefits related to share-based compensation. In contrast, for the three and six months ended June 30, 2025, the effective income tax rates were lower than the statutory rate, primarily attributable to the research and development tax credits and excess tax benefits related to share-based compensation, partially offset by state income taxes and nondeductible expenses. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company’s financial statements. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Due to the existence of net operating loss carryforwards since inception, all of the Company’s income tax filings remain open for tax examinations. The Company does no t have any material unrecognized tax benefits as of June 30, 2026 and December 31, 2025. 6. Shareholders' equity Common stock and treasury stock As of June 30, 2026 and December 31, 2025, the number of issued shares of common stock was 14,114,395 and 14,151,350 , respectively. The Company held no shares of treasury stock as of either date. The changes in the number of issued shares of common stock and treasury stock were due to the following factors: • An aggregate of 53,469 shares of common stock were issued as a result of the vesting of RSUs, of which, 15,924 shares of common stock were withheld to pay withholding taxes upon such vesting, which were reflected in treasury stock, with a cost of $ 714 . All 15,924 shares of treasury stock were retired during the six months ended June 30, 2026. • During the six months ended June 30, 2026, the Company repurchased 74,500 shares of common stock under the Stock Repurchase Program, as defined below, which was reflected in treasury stock, with a cost of $ 3,122 . All 74,500 shares of treasury stock were retired during the six months ended June 30, 2026 . On May 2, 2022, the Company's Board of Directors authorized a stock repurchase program to repurchase the Company's common stock from time to time through open market purchases, privately negotiated transactions or other means, including pursuant to Rule 10b5-1 trading plans, which was subsequently amended on each of December 19, 2023, March 28, 2024, and November 3, 2025, bringing the total authorization to $ 30.0 million (the "Stock Repurchase Program"). The Stock Repurchase Program does not obligate the Company to repurchase any shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors. 8 7. Share-based compensation Under the Red Violet, Inc. 2018 Stock Incentive Plan, as amended and restated (the “2018 Plan”), 7,500,000 shares of the Company’s common stock are authorized for issuance. The current amended and restated form of the 2018 Plan was approved by the Company’s stockholders on June 10, 2025 and, among other things, increased the number of shares authorized for issuance from 6,500,000 shares to 7,500,000 shares. The primary purpose of the 2018 Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to contribute to the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company. As of June 30, 2026, there were 1,583,202 shares of common stock available for future issuance under the 2018 Plan. To date, all share-based awards granted under the 2018 Plan have been in the form of RSUs. RSUs granted under the 2018 Plan vest upon the satisfaction of either service-based vesting conditions or both service-based and performance-based vesting conditions. Service-based vesting conditions are generally satisfied over periods ranging from one to four years with annual vesting. Unvested activity related to RSUs subject solely to service-based vesting conditions for the six months ended June 30, 2026 was as follows : Number of units Weighted average grant-date fair value Unvested as of December 31, 2025 654,227 $ 34.41 Granted (1) 60,641 $ 44.79 Vested and delivered ( 37,545 ) $ 25.24 Withheld as treasury stock (2) ( 15,924 ) $ 25.78 Forfeited ( 22,191 ) $ 32.73 Unvested as of June 30, 2026 639,208 $ 36.21 (1) During the six months ended June 30, 2026, the Company granted an aggregate of 60,641 RSUs to certain employees and directors, and a consultant, at grant date fair values ranging from $ 42.39 to $ 54.09 per share, with vesting periods ranging generally from one to four years . (2) Withheld as treasury stock represents shares withheld to pay statutory taxes upon the vesting of RSUs. Refer to Note 6, "Shareholders' equity" for details. As of June 30, 2026, unrecognized share-based compensation expense associated with the granted RSUs subject solely to service-based vesting conditions amounted to $ 16,846 , which is expected to be recognized over a remaining weighted average period of 2.1 years. Performance-based awards In addition to RSUs subject solely to service-based vesting conditions as described above, all RSUs granted by the Company that are subject to performance-based vesting conditions also carry service-based vesting conditions. Unvested activity related to RSUs subject to both service-based and performance-based vesting conditions for the six months ended June 30, 2026 was as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2025 115,000 $ 18.30 Granted 862,690 $ 52.23 Vested not delivered ( 20,000 ) $ 18.30 Unvested as of June 30, 2026 957,690 $ 48.86 9 On March 18, 2024, the Company granted 130,000 RSUs to one non-executive employee, subject to both service-based and performance-based vesting conditions, with a grant-date fair value of $ 18.30 per share. The RSUs vest upon the achievement of specified revenue targets for a portion of the Company's business on or prior to December 31, 2030 (the "2024 Performance Criteria"). As of December 31, 2025, 15,000 RSUs had vested and been delivered. Of the remaining 115,000 unvested RSUs included in "Unvested as of December 31, 2025" in the table above, achievement of the applicable performance conditions for 45,000 RSUs was considered probable. During the six months ended June 30, 2026, 20,000 of these RSUs vested but had not yet been delivered, and the Company determined that achievement of performance conditions applicable to an additional 35,000 RSUs had become probable. Accordingly, as of June 30, 2026, 60,000 RSUs remained probable of achievement but unvested. No share-based compensation expense has been recognized for the remaining 35,000 unvested RSUs because achievement of the applicable performance conditions was not considered probable as of June 30, 2026. On January 9, 2026, the Company granted an aggregate of 832,690 RSUs to certain key executive officers under the 2018 Plan, subject to both service-based and performance-based vesting conditions, with a grant-date fair value of $ 52.77 per share. The awards vest upon achievement of specified revenue and adjusted EBITDA margin targets over a trailing twelve-month period on or prior to March 31, 2030 (the "2026 Performance Criteria"). Each recipient received three awards of increasing size tied to progressively higher revenue thresholds, subject to a consistent adjusted EBITDA margin requirement. In the event of a change of control, portions of the awards may vest based on enterprise value at the time of the transaction. Compensation expense for these awards will be recognized if and when the performance conditions are determined to be probable of achievement. No share-based compensation expense related to these awards has been recognized because, as of June 30, 2026, achievement of the 2026 Performance Criteria was not considered probable. On April 7, 2026, the Company granted 30,000 RSUs to one non-executive employee, subject to both service-based and performance-based vesting conditions, with a grant-date fair value of $ 37.23 per share. The award vests in increments upon the achievement of specified qualifying acquisitions on or prior to March 2, 2029 (the "2026 Acquisition Performance Criteria"). No share-based compensation expense related to this award has been recognized because, as of June 30, 2026, achievement of the 2026 Acquisition Performance Criteria was not considered probable. As of June 30, 2026 and December 31, 2025, the number of unvested RSUs subject to both service-based and performance-based vesting conditions that were considered probable of achievement was 60,000 and 45,000 , respectively. As of June 30, 2026, the unrecognized share-based compensation expense associated with the granted RSUs subject to both service-based and performance-based vesting conditions amounted to $ 46,843 . For awards probable of achievement, the unrecognized share-based compensation expense amounted to $ 504 , which is expected to be recognized over a remaining weighted average period of 2.8 years. Summary of share-based compensation Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Cost of revenue (exclusive of depreciation and amortization) $ 14 $ - $ 29 $ - Sales and marketing expenses 147 193 375 388 General and administrative expenses 2,075 1,634 3,882 3,035 Share-based compensation expense 2,236 1,827 4,286 3,423 Capitalized in intangible assets 522 370 888 752 Total $ 2,758 $ 2,197 $ 5,174 $ 4,175 8. Leases The Company leases its corporate headquarters of 21,020 rentable square feet in accordance with a non-cancellable operating lease agreement as amended and effective in January 2017, and the Company entered into a further amendment on September 20, 2023 to exercise the extension option for an additional 60 months through June 30, 2029, with an option to further extend for an additional 60 months. The Company also leased an additional office space of 6,003 rentable square feet for its Seattle office in accordance with a non-cancellable operating lease agreement that expired in March 2025. The extension options of such agreements were not included in the determination of the lease terms. On December 20, 2024, the Company entered into a non-cancellable 80-month operating lease agreement for its new Seattle office space of 6,709 rentable square feet, with the lease commencement date on May 1, 2025 (the "New Seattle Lease"). 10 For the three and six months ended June 30, 2026 and 2025, a summary of the Company’s lease information is shown below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Lease cost: Operating lease costs $ 184 $ 166 $ 369 $ 360 Other information: Cash paid for operating leases $ 128 $ 148 $ 256 $ 349 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ - $ 1,153 $ - $ 1,153 (1) The New Seattle Lease resulted in the recognition of $ 1,153 in right-of-use assets obtained in exchange for operating lease liabilities as of May 1, 2025. The Company applied a 6.0 % discount rate, its estimated incremental borrowing rate for similar secured assets, to determine the present value of the lease payments, as the implicit rate in the lease is not readily determinable. The discount rate was based on information available as of the lease commencement date. As of June 30, 2026 and December 31, 2025, the weighted average remaining operating lease term was 4.2 years and 4.6 years, respectively, and the weighted average discount rate used to measure the operating lease liabilities was 8.09 % and 8.23 %, respectively. As of June 30, 2026, scheduled future maturities and present value of the operating lease liabilities are as follows: (In thousands) Year June 30, 2026 Remainder of 2026 $ 263 2027 737 2028 859 2029 596 2030 327 2031 336 Total maturities $ 3,118 Present value included in condensed consolidated balance sheet: Current portion of operating lease liabilities $ 428 Noncurrent operating lease liabilities 2,219 Total operating lease liabilities $ 2,647 Difference between the maturities and related present value of operating lease liabilities $ 471 9. Segment information The Company operates as a single operating and reportable segment, identity and information solutions, as defined under ASC 280, “Segment Reporting.” There have been no significant changes in the basis of segmentation or in the basis of measurement of segment profit since the last annual report. The Company’s chief operating decision maker (the “CODM”) is a group consisting of its Chief Executive Officer, President, and Chief Financial Officer. The CODM assesses performance for the identity and information solutions segment and decides how to allocate resources based on net income that also is reported on the condensed consolidated statements of operations as net income. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets. 11 Information about reported segment revenue, segment net income, and significant segment expenses is shown as follows: Three Months Ended June 30, Six Months Ended June 30, (Dollars in thousands) 2026 2025 2026 2025 Revenue $ 26,718 $ 21,774 $ 52,548 $ 43,777 Less: Cost of revenue (exclusive of depreciation and amortization) (1) 3,818 3,501 7,637 7,162 Personnel-related expenses 8,635 8,024 17,247 15,717 Advertising, marketing and agency expenses 363 287 686 511 Provision for bad debts 218 212 367 274 Share-based compensation expense 2,222 1,827 4,257 3,423 Occupancy expenses 280 265 564 571 Professional fees (2) 1,403 1,560 2,952 2,611 Other segment items (3) 897 700 1,702 1,349 Depreciation and amortization 2,787 2,647 5,597 5,197 Interest income ( 394 ) ( 339 ) ( 738 ) ( 647 ) Income tax expense 1,529 404 2,929 1,483 Segment net income $ 4,960 $ 2,686 $ 9,348 $ 6,126 Consolidated net income $ 4,960 $ 2,686 $ 9,348 $ 6,126 (1) Cost of revenue (exclusive of depreciation and amortization) includes certain personnel-related expenses and share-based compensation expense, which are not included in the related line items below. (2) Professional fees for the three and six months ended June 30, 2026 included $ 49 and $ 308 , respectively, of acquisition-related costs incurred in connection with due diligence of potential strategic targets. Comparable acquisition-related costs were $ 370 for each of the three and six months ended June 30, 2025. (3) Other segment items include primarily travel and entertainment, write-off of long-lived assets, and other selling, general and administrative expenses. 10. Commitments and contingencies (a) Capital commitment The Company incurred data costs, included within cost of revenue (exclusive of depreciation and amortization), of $ 2,443 and $ 2,417 for the three months ended June 30, 2026 and 2025, respectively , and $ 4,882 and $ 4,959 for the six months ended June 30, 2026 and 2025, respectively, under certain data licensing agreements. In April 2025, the Company entered into a five-year, non-cancellable cloud services agreement with a third-party provider. The agreement includes a minimum annual purchase commitment of $ 3.0 million, beginning May 1, 2025. Costs incurred under this agreement are either (i) expensed as infrastructure fees and included in cost of revenue (exclusive of depreciation and amortization) when used in the delivery of our services to customers, or (ii) capitalized as internal-use software costs within intangible assets when consumed in the development or enhancement of the Company’s internal-use software. As of June 30, 2026, the total material capital commitments under certain data licensing agreements and the cloud service agreement amounted to $ 35,498 , shown as follows: (In thousands) Year June 30, 2026 Remainder of 2026 $ 4,530 2027 8,260 2028 7,694 2029 7,605 2030 5,858 2031 1,551 Total $ 35,498 12 (b) Contingencies Other than as described below, the Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of management, is likely to have a material adverse effect on the business, financial condition, results of operations, or cash flows. Legal fees associated with such legal proceedings are expensed as incurred. The Company reviews legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance, including ASC 450, when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company does not record liabilities when the likelihood that the loss has been incurred is probable, but the amount cannot be reasonably estimated. On February 7, 2024 , the Company was named as a defendant by Atlas Data Privacy Corporation (“Atlas”), Jane Doe-1, Jane Doe-2, Edwin Maldonado, Scott Maloney, Justyna Maloney, Patrick Colligan, and William Sullivan in an action filed in the Superior Court of New Jersey, Law Division, Monmouth County (the “Action”). Each plaintiff, other than Atlas, alleges that they are a covered person under a New Jersey state statute known as “Daniel’s Law”; Atlas alleges it is the assignee of claims from covered persons who allege Daniel’s Law was violated as to them. Each plaintiff, on their own behalf, and Atlas, on behalf of the alleged assignors, alleges the Company failed to comply with Daniel’s Law by not suppressing their home address and unpublished telephone number within 10 business days of receiving a suppression request. The Company is one of over 150 companies sued by Atlas and a combination of individual plaintiffs in actions containing nearly identical allegations and seeking similar damages. The Company removed the matter to the United States District Court for the District of New Jersey, but it was remanded to the Superior Court of New Jersey, Law Division, Monmouth County by order dated November 21, 2024, where the Action is pending. On May 1, 2026, the acting Administrative Director of the Courts denied Atlas’s application to consolidate all cases against various defendants in the Superior Court of New Jersey. No trial date has been scheduled. Each plaintiff and Atlas seek to recover actual damages that are not less than liquidated damages under Daniel’s Law, punitive damages, pre- and post-judgment interest, attorneys’ fees and costs and injunctive relief. The Company is vigorously defending itself in the Action. Should the case be tried, an adverse ruling could have an immediate near-term impact on the Company's business, financial position, and/or operations. The Company has notified its insurer of the Action and has confirmed that the claim falls within the scope of its insurance coverage. As such, the Company anticipates that the insurer will cover defense costs and any potential liability, subject to policy limits and customary exclusions. In addition to the foregoing, the Company may be involved in litigation from time to time in the ordinary course of business. The Company does not believe that the ultimate resolution of any such matter will have a material adverse effect on its business, financial condition, results of operations, or cash flows. However, the results of such matters cannot be predicted with certainty, and the Company cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on its business, financial condition, results of operations, and cash flows. 11. Subsequent events On August 5, 2026, the Company entered into an underwriting agreement with Raymond James & Associates, Inc. and Needham & Company, LLC, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 1,666,667 shares of its common stock. The Company also granted the Underwriters a 30-day option to purchase up to an additional 250,000 shares, which the Underwriters exercised in full on August 6, 2026, resulting in the issuance and sale of an aggregate of 1,916,667 shares. On August 7, 2026, the Company closed the Offering at a public offering price of $ 60.00 per share. The shares were issued under the Company’s effective shelf registration statement on Form S-3. Net proceeds to the Company were approximately $ 108.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds for working capital and general corporate purposes, including potential strategic acquisitions. 13