What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-08 · 142 added, 154 removed, 507 unchanged (37% of the section changed)

2 unchanged sentences

(in thousands, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

1 unchanged sentence

Short-term investments 276,515 187,025

Accounts receivable, net of allowance for credit losses of $ 2,738 and $ 1,833 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 2,595 and $ 1,833 at September 30, 2025 and December 31, 2024, respectively

141,339 168,242

25 unchanged sentences

Preferred stock, $ 0.01 par value per share;

10,000,000 shares authorized at June 30, 2025 and December 31, 2024;

0 shares issued and outstanding at June 30, 2025 and December 31, 2024

10,000,000 shares authorized at September 30, 2025 and December 31, 2024;

0 shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value per share;

100,000,000 shares authorized at June 30, 2025 and December 31, 2024;

65,277,744 and 64,067,220 shares issued at June 30, 2025 and December 31, 2024, respectively;

64,707,489 and 63,496,965 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 570,255 shares at June 30, 2025 and December 31, 2024

100,000,000 shares authorized at September 30, 2025 and December 31, 2024;

65,908,155 and 64,067,220 shares issued at September 30, 2025 and December 31, 2024, respectively;

65,337,900 and 63,496,965 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 570,255 shares at September 30, 2025 and December 31, 2024

( 4,765 ) ( 4,765 )

7 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

Income from operations 5,903 12,817 9,296 27,756

3,494 5,223 3,393 14,939

Other income (expense), net:

1 unchanged sentence

Interest expense ( 2,585 ) ( 2,837 ) ( 7,866 ) ( 8,180 )

Other income (expense), net 3,957 ( 695 ) 5,759 ( 2,130 )

Other (expense) income, net ( 173 ) 2,811 5,586 681

Income before income taxes 9,312 18,362 24,455 35,769

Provision for income taxes 2,000 538 4,700 9,463

(Benefit) provision for income taxes ( 497 ) 2,952 4,203 12,415

Net income $ 9,809 $ 15,410 $ 20,252 $ 23,354

6 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 9,809 $ 15,410 $ 20,252 $ 23,354

Other comprehensive income (loss):

Other comprehensive (loss) income:

Change in fair value of cash flow hedges ( 2,156 ) 1,840 2,459 882

1 unchanged sentence

827 ( 183 ) 973 ( 656 )

Total change in unrealized gains (losses) on cash flow hedges 3,271 ( 421 ) 4,761 ( 1,431 )

Change in unrealized losses on investments

( 176 ) ( 209 ) ( 42 ) ( 764 )

Total other comprehensive income (loss) 3,095 ( 630 ) 4,719 ( 2,195 )

Total change in unrealized (losses) gains on cash flow hedges ( 1,329 ) 1,657 3,432 226

Change in unrealized gains on investments 274 1,123 232 359

Total other comprehensive (loss) income ( 1,055 ) 2,780 3,664 585

Comprehensive income

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 30, 2025 and 2024

(in thousands)

6 unchanged sentences

Shares Amount Shares Amount

Balance, March 31, 2025 64,182 $ 642 571 $ ( 4,765 ) $ 1,042,355 $ 419 $ ( 985,929 ) $ 52,722

Balance, June 30, 2025 64,707 $ 646 571 $ ( 4,765 ) $ 1,068,643 $ 3,514 $ ( 977,591 ) $ 90,447

Stock-based compensation expense — — — — 25,293 — — 25,293

Issuance of common stock under employee stock purchase plan 198 2 — — 3,255 — — 3,257

Vesting of restricted stock units 458 4 — — ( 4 ) — — —

Shares withheld for employee taxes ( 25 ) — — — ( 535 ) — — ( 535 )

Issuance of common stock from aquisition 32 — — — 755 — — 755

Other comprehensive gain — — — — — 3,095 — 3,095

Other comprehensive loss — — — — — ( 1,055 ) — ( 1,055 )

Net income — — — — — — 9,809 9,809

Balance, June 30, 2025 64,707 $ 646 571 $ ( 4,765 ) $ 1,068,643 $ 3,514 $ ( 977,591 ) $ 90,447

Balance, September 30, 2025 65,338 $ 652 571 $ ( 4,765 ) $ 1,096,652 $ 2,459 $ ( 967,782 ) $ 127,216

Common stock Treasury stock Additional

5 unchanged sentences

Shares Amount Shares Amount

Balance, March 31, 2024 62,269 $ 623 570 $ ( 4,765 ) $ 930,126 $ ( 221 ) $ ( 1,012,154 ) $ ( 86,391 )

Balance, June 30, 2024 62,702 $ 628 570 $ ( 4,765 ) $ 957,996 $ ( 851 ) $ ( 1,005,616 ) $ ( 52,608 )

Stock-based compensation expense — — — — 25,738 — — 25,738

Issuance of common stock under employee stock purchase plan 144 1 — — 4,200 — — 4,201

Vesting of restricted stock units 341 3 — — ( 3 ) — — —

1 unchanged sentence

Issuance of common stock upon exercise of stock options 11 — — — 136 — — 136

Other comprehensive loss — — — — — ( 630 ) — ( 630 )

Other comprehensive gain — — — — — 2,780 — 2,780

Net income — — — — — — 15,410 15,410

Balance, June 30, 2024 62,702 $ 628 570 $ ( 4,765 ) $ 957,996 $ ( 851 ) $ ( 1,005,616 ) $ ( 52,608 )

Balance, September 30, 2024 63,177 $ 632 570 $ ( 4,765 ) $ 987,273 $ 1,929 $ ( 990,206 ) $ ( 5,137 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)

Six Months Ended June 30, 2025 and 2024

Nine Months Ended September 30, 2025 and 2024

(in thousands)

16 unchanged sentences

Net income — — — — — — 20,252 20,252

Balance, June 30, 2025 64,707 $ 646 571 $ ( 4,765 ) $ 1,068,643 $ 3,514 $ ( 977,591 ) $ 90,447

Balance, September 30, 2025 65,338 $ 652 571 $ ( 4,765 ) $ 1,096,652 $ 2,459 $ ( 967,782 ) $ 127,216

Common stock Treasury stock Additional

10 unchanged sentences

Shares withheld for employee taxes ( 83 ) — — — ( 3,883 ) — — ( 3,883 )

Vesting of equity awards previously classified as liabilities 27 — — — 1,652 — — 1,652

Issuance of common stock upon exercise of stock options 131 1 — — 1,538 — — 1,539

Other comprehensive loss — — — — — ( 2,195 ) — ( 2,195 )

Other comprehensive gain — — — — — 585 — 585

Net income — — — — — — 23,354 23,354

Balance, June 30, 2024 62,702 $ 628 570 $ ( 4,765 ) $ 957,996 $ ( 851 ) $ ( 1,005,616 ) $ ( 52,608 )

Balance, September 30, 2024 63,177 $ 632 570 $ ( 4,765 ) $ 987,273 $ 1,929 $ ( 990,206 ) $ ( 5,137 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

16 unchanged sentences

Cash flows from investing activities:

Business acquisitions, net of cash acquired — ( 37,198 )

Purchases of property and equipment ( 6,446 ) ( 2,242 )

10 unchanged sentences

Proceeds from stock option exercises 1,589 1,436

Issuance of common stock from acquisition

Net cash (used in) provided by financing activities ( 40,828 ) 6,799

( 42,390 ) 3,361

Effect of exchange rate changes on cash ,cash equivalents and restricted cash 5,272 770

Net (decrease) increase in cash, cash equivalents and restricted cash $ ( 211,488 ) $ 15,978

( 80,774 ) 30,418

Cash, cash equivalents and restricted cash, beginning of period 342,101 214,130

2 unchanged sentences

Cash paid for interest on convertible senior notes 5,768 5,840

Cash paid for income taxes, net of refund 5,712 5,505

Cash paid for income taxes, net of payments 7,124 7,073

Reconciliation of cash, cash equivalents and restricted cash:

20 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Use of Estimates

5 unchanged sentences

Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies , to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no changes to the significant accounting policies during the six-month period ended June 30, 2025.

There have been no changes to the significant accounting policies during the nine-month period ended September 30, 2025.

Recent Accounting Pronouncements

27 unchanged sentences

Such amounts are recognized as revenue over the contractual period consistent with the above methodology.

For the three months ended June 30, 2025 and 2024, we recognized revenue of $ 187.3 million and $ 179.0 million, respectively, and for the six months ended June 30, 2025 and 2024, we recognized $ 321.8 million and $ 310.8 million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented.

For the three months ended September 30, 2025 and 2024, we recognized revenue of $ 192.7 million and $ 184.6 million, respectively, that was included in the contract liability balance as of June 30 of each respective year.

For the nine months ended September 30, 2025 and 2024, we recognized $ 413.4 million and $ 398.3 million, respectively, that was included in the contract liability balance as of December 31 of the respective preceding year.

Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current.

2 unchanged sentences

Unbilled receivables include amounts related to our contractual right to consideration for both completed and partially completed performance obligations that have not been invoiced.

If the right to consideration is based on satisfaction of another performance obligation in the contract other than the passage of time, we record a contract asset.

As of June 30, 2025 and December 31, 2024, unbilled receivables of $ 2.2 million and $ 2.5 million ,

respectively, are included in prepaid expenses and other current assets in our consolidated balance sheet.

As of June 30, 2025 and December 31, 2024, we had no contract assets recorded on our unaudited condensed consolidated balance sheet.

If the right to consideration is based on satisfaction of another performance obligation in the contract other than the passage of time, we

record a contract asset.

As of September 30, 2025 and December 31, 2024, unbilled receivables of $ 3.1 million and $ 2.5 million, respectively, are included in prepaid expenses and other current assets in our consolidated balance sheet.

As of September 30, 2025 and December 31, 2024, we had no contract assets recorded on our unaudited condensed consolidated balance sheet.

Disaggregated Revenue by Geographic Location:

Net revenues by geographic area presented based upon the location of the customer are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

United States $ 154,778 $ 156,218 $ 458,535 $ 458,667

Rest of world 63,182 58,436 183,871 169,079

Total $ 217,960 $ 214,654 $ 642,406 $ 627,746

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2025.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2025 (in thousands).

The estimated revenues do not include unexercised contract renewals.

Next Twelve Months Thereafter

(in thousands)

Product subscriptions $ 556,086 $ 262,110

1 unchanged sentence

Total $ 571,398 $ 266,197

Deferred Contract Acquisition and Fulfillment Costs

The following table summarizes the activity of the deferred contract acquisition and fulfillment costs, which primarily consist of capitalized sales commissions, for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

Beginning balance $ 125,806 $ 121,609

Capitalization of contract acquisition and fulfillment costs 29,377 39,850

Amortization of deferred contract acquisition and fulfillment costs ( 43,517 ) ( 39,357 )

Ending balance $ 111,666 $ 122,102

Business Combinations

6 unchanged sentences

The approximate $ 6.9 million of the Earnout Consideration that is subject to continued employment will be recognized as stock-based compensation expense over the required employment period.

The fair value of the portion of the Earnout Consideration that is not subject to continued employment is included as part of purchase consideration at the date of the acquisition.

The fair value of the portion of the Earnout Consideration that is not subject to continued employment is included as part of purchase

consideration at the date of the acquisition.

As of July 3, 2024, we determined the fair value of the contingent purchase consideration to be $ 12.1 million.

The fair value of the contingent purchase consideration will be reassessed each reporting period and any required adjustment will be recorded to general and administrative expense.

As of June 30, 2025 , the fair value of the contingent purchase c onsideration was $ 12.8 million of which $ 7.1 million was recorded within accrued expenses and other current liabilities and $ 5.7 million was reco rded within other liabilities in our unaudited condensed consolidated balance sheet.

For the three and six months ended June 30, 2025 , we recorded approximately $ 0.2 million and $ 0.4 million of accretion expense related to the contingent purchase consideration to general and administrative expense.

As of September 30, 2025 , the fair value of the contingent purchase c onsideration was $ 13.0 million of which $ 7.2 million was recorded within accrued expenses and other current liabilities and $ 5.8 million was reco rded within other liabilities in our unaudited condensed consolidated balance sheet.

For the three and nine months ended September 30, 2025 , we recorded approximately $ 0.2 million and $ 0.6 million of accretion expense related to the contingent purchase consideration to general and administrative expense.

In connection with the acquisition, we expect to issue an aggregate value of $ 2.3 million of our common stock to two key employees of Noetic in three installments over a 36 -month period following the closing date of the transaction, subject to continued employment requirements (the “Key Employee Consideration”), which therefore will be recognized as stock-based compensation expense over the required employment period.

1 unchanged sentence

The number of shares to be issued at each issuance date for both the Earnout Consideration and the Key Employee Consideration will be determined by dividing the aggregate value by the fair market value of our common stock on the issuance date, and therefore will be liability-classified until the final issuance dates.

In the three and six months ended June 30, 2025 , we recognized stock-based compensation expense related to such shares in the amount of $ 1.0 million and $ 2.1 million .

The following table summarizes the preliminary allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):

In the three and nine months ended September 30, 2025 , we recognized stock-based compensation expense related to such shares in the amount of $ 1.1 million and $ 3.1 million .

The following table summarizes the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Consideration:

22 unchanged sentences

The acquired goodwill and intangible asset were not deductible for tax purposes.

Our revenue and net loss attributable to the Noetic business for the six months ended June 30, 2025 were not material.

Our investments, which are all classified as available-for-sale, consisted of the following:

June 30, 2025

Our revenue and net income attributable to the Noetic business for the three and nine months ended September 30, 2025 were not material.

Our investments, which are all classified as available-for-sale, consisted of the following (in thousands):

As of September 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

(in thousands)

U.S government agencies $ 503,589 $ 516 $ ( 172 ) $ 503,933

1 unchanged sentence

As of December 31, 2024

Losses Fair Value

(in thousands)

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

U.S government agencies 224,187 328 ( 216 ) 224,299

Total $ 224,187 $ 328 $ ( 216 ) $ 224,299

As of June 30, 2025 and December 31, 2024, our available-for-sale investments had maturities ranging from 1 to 18 and from 1 to 17 months, respectively.

For all of our investments for which the amortized cost basis was greater than the fair value at June 30, 2025 and December 31, 2024, we have concluded that there is no plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated maturity.

Total assets $ 224,187 $ 328 $ ( 216 ) $ 224,299

As of September 30, 2025 and December 31, 2024, our available-for-sale investments had maturities ranging from one to nineteen and from one to seventeen months , respectively.

For all of our investments for which the amortized cost basis was greater than the fair value at September 30, 2025 and December 31, 2024, we have concluded that there is no plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated maturity.

In making the determination as to whether the unrealized loss is other-than-temporary, we considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating and the time to maturity.

9 unchanged sentences

We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

The following table presents our financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories:

As of June 30, 2025

The following table presents our financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories (in thousands):

As of September 30, 2025

Level 1 Level 2 Level 3 Total

(in thousands)

government agencies $ 503,933 $ — $ — $ 503,933

5 unchanged sentences

Level 1 Level 2 Level 3 Total

(in thousands)

government agencies $ 224,299 $ — $ — $ 224,299

2 unchanged sentences

Contingent consideration (other current liabilities and other long-term liabilities) — — 12,422 12,422

Foreign currency forward contracts designated as cash flow hedges (other current liabilities) — 1,415 — 1,415

Foreign currency forward contracts designated as cash flow hedges (other current liabilities and other long term liabilities) — 1,415 — 1,415

Total liabilities $ — $ 1,415 $ 12,422 $ 13,837

Cash and cash equivalents are excluded from the table above as carrying amounts reported in our unaudited condensed consolidated balance sheet equal or approximate fair value.

As of June 30, 2025, the fair value of our 0.25 % and 1.25 % convertible senior notes due 2027 and 2029, as further described in Note 10, Debt , was $ 556.5 million and $ 265.1 million, respectively, based upon quoted market prices.

As of September 30, 2025, the fair value of our 0.25 % and 1.25 % convertible senior notes due 2027 and 2029, as further described in Note 9, Debt , was $ 560.6 million and $ 264.9 million, respectively, based upon quoted market prices.

We consider the fair value of the Notes (as defined in Note 9, Debt ) to be a Level 2 measurement due to limited trading activity of the Notes.

As of June 30, 2025, the fair value of our contingent consideration, as further described in Note 3, Business Combinations, was $ 12.8 million and is classified as a Level 3 measurement based on inputs not observable in the market.

As of September 30, 2025, the fair value of our contingent consideration, as further described in Note 3, Business Combinations, was $ 13.0 million and is classified as a Level 3 measurement based on inputs not observable in the market.

Property and Equipment

Property and equipment are recorded at cost and consist of the following:

June 30, December 31,

(in thousands)

Property and equipment are recorded at cost and consist of the following (in thousands):

As of September 30, 2025 As of December 31, 2024

Computer equipment and software $ 34,064 $ 28,789

4 unchanged sentences

Property and equipment, net $ 31,966 $ 32,245

We recorded depreciation expense of $ 2.3 million and $ 2.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 5.1 million and $ 5.7 million for the six months ended June 30, 2025 and 2024, respectively.

We recorded depreciation expense of $ 2.3 million and $ 2.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 7.5 million and $ 8.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Goodwill and Intangibles

Goodwill was $ 575.3 million as of June 30, 2025 and December 31, 2024.

The following table presents details of our intangible assets which include acquired identifiable intangible assets and capitalized internal-use software costs:

Average Estimated Useful Life (years) As of June 30, 2025 As of December 31, 2024

Gross Carrying

Goodwill was $ 575.3 million as of September 30, 2025 and December 31, 2024.

The following table presents details of our intangible assets which include acquired identifiable intangible assets and capitalized internal-use software costs (in thousands):

As of September 30, 2025 As of December 31, 2024

Weighted-Average Estimated Useful Life (years) Gross Carrying

Amount Accumulated

2 unchanged sentences

Amortization Net Book Value

(in thousands)

Intangible assets subject to amortization:

6 unchanged sentences

Intangible assets are expensed on a straight-line basis over the useful life of the asset.

Amortization expense was $ 9.0 million and $ 8.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 17.9 million and $ 16.5 million for the six months ended June 30, 2025 and 2024, respectively.

Estimated future amortization expense of the acquired identifiable intangible assets and completed capitalized internal-use software costs as of June 30, 2025 was as follows (in thousands):

2025 (for the remaining six months) $ 16,369

Amortization expense was $ 8.9 million and $ 8.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 26.8 million and $ 25.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Estimated future amortization expense of the acquired identifiable intangible assets and completed capitalized internal-use software costs as of September 30, 2025 was as follows (in thousands):

2025 (for the remaining three months) $ 8,641

2030 and thereafter 4,409

Total $ 64,220

The table above excludes the impact of $ 9.1 million of capitalized internal-use software costs for projects that have not been completed as of June 30, 2025, and therefore, all the costs associated with these projects have not been incurred.

Deferred Contract Acquisitions and Fulfillment Costs

The following table summarizes the activity of the deferred contract acquisition and fulfillment costs, which primarily consist of capitalized sales commissions, for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

(in thousands)

Beginning balance 125,806 121,609

Capitalization of contract acquisition and fulfillment costs 19,397 27,466

Amortization of deferred contract acquisition and fulfillment costs ( 29,197 ) ( 25,502 )

Ending balance 116,006 123,573

The table above excludes the impact of $ 5.7 million of capitalized internal-use software costs for projects that have not been completed as of September 30, 2025, and therefore, all the costs associated with these projects have not been incurred.

Derivative and Hedging Activities

To mitigate our exposure to foreign currency fluctuations resulting from certain expenses denominated in certain foreign currencies, we enter into forward contracts that are designated as cash flow hedging instruments.

These forward contracts have contractual maturities of eighteen months or less, and as of June 30, 2025 and December 31, 2024, outstanding forward contracts had a total notional value of $ 57.8 million and $ 50.4 million, respectively.

These forward contracts have contractual maturities of nineteen months or less, and as of September 30, 2025 and December 31, 2024, outstanding forward contracts had a total notional value of $ 84.6 million and $ 50.4 million, respectively.

The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract.

During the three and six months ended June 30, 2025 and 2024, all cash flow hedges were considered effective.

During the three and nine months ended September 30, 2025 and 2024, all cash flow hedges were considered effective.

Refer to Note 5, Fair Value Measurements , for the fair values of our outstanding derivative instruments.

11 unchanged sentences

The total net proceeds from the 2025 Notes, the 2027 Notes and the 2029 Notes offerings, after deducting initial purchase discounts and debt issuance costs, were $ 222.8 million, $ 585.0 million and $ 292.0 million, respectively.

As of June 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holders.

As of September 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holders.

The holders may convert the 2027 Notes and the 2029 Notes at any time on or after December 15, 2026 and December 15, 2028, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the circumstances set forth above.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indentures.

equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If we undergo a fundamental change (as set forth in the Indentures) at any time prior to the maturity date, holders of the Notes will have the right, at their option, to require us to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events that occur prior to the maturity date or following our issuance of a notice of redemption, in each case as described in the Indentures, we will increase the conversion rate for a holder of the Notes who elects to convert its Notes in connection with such a corporate event or during the related redemption period in certain circumstances.

3 unchanged sentences

The debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the Notes.

The net carrying amount of the Notes as of June 30, 2025 and December 31, 2024 was as follows (in thousands):

The net carrying amount of the Notes as of September 30, 2025 and December 31, 2024 was as follows (in thousands):

2025 Notes 2027 Notes 2029 Notes

3 unchanged sentences

Principal payment upon maturity ( 45,992 ) — ( 45,992 ) — — — — — —

Balance at June 30, 2025 $ — $ — $ — $ 600,000 $ ( 4,323 ) $ 595,677 $ 300,000 $ ( 5,400 ) $ 294,600

Balance at September 30, 2025 $ — $ — $ — $ 600,000 $ ( 3,684 ) $ 596,316 $ 300,000 $ ( 5,037 ) $ 294,963

Interest expense related to the Notes was as follows (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

2025 Notes 2027 Notes 2029 Notes Total 2025 Notes 2027 Notes 2029 Notes Total

2 unchanged sentences

Total interest expense $ — $ 1,014 $ 1,301 $ 2,315 $ 337 $ 1,009 $ 1,393 $ 2,739

Six Months Ended June 30,

Nine Months Ended September 30,

2025 Notes 2027 Notes 2029 Notes Total 2025 Notes 2027 Notes 2029 Notes Total

29 unchanged sentences

The borrowings under the Credit Agreement bear interest at a variable annual rate based on either the Secured Overnight Financing Rate (SOFR) subject to a floor of zero or alternate base rate plus, in each case, a fixed margin, which varies depending on the Company’s net leverage ratio.

As of June 30, 2025, we did not have any outstanding borrowings under the Credit Agreement.

As of June 30, 2025, we had a total of $ 6.0 million in letters of credit outstanding as collateral for certain office space leases which reduce the amount of borrowing availability under our Credit Agreement.

As of September 30, 2025, we did not have any outstanding borrowings under the Credit Agreement.

The Company recorded $ 0.1 million of amortization of debt issuance costs related to the Credit Agreement for the three and nine months ended September 30, 2025.

As of September 30, 2025, we had a total of $ 6.0 million in letters of credit outstanding as collateral for certain office space leases which reduce the amount of borrowing availability under our Credit Agreement.

Stock-Based Compensation

Stock-based compensation expense for restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock options and purchase rights issued under our employee stock purchase plan was classified in the accompanying unaudited condensed consolidated statements of operations as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands)

Stock-based compensation expense:

4 unchanged sentences

Total stock-based compensation expense $ 26,327 $ 25,738 $ 81,059 $ 80,549

We recognize compensation cost of all awards on a straight-line basis over the applicable vesting period, which is generally three to four years .

Our Compensation Committee adopted and approved the performance goals, targets and payout formulas for our 2025 and 2024 bonus plans, including permitting our executive officers and certain other employees the opportunity to receive payment of their earned bonuses in the form of common stock (in lieu of cash).

During each of the three months ended June 30, 2025 and 2024, we recognized stock-based compensation expense related to such bonuses in the amount of $ 0.4 million and $ 0.4 million, respectively, and during the six months ended June 30, 2025 and 2024, we recognized stock-based compensation expense in the amount of $ 0.7 million and $ 0.5 million, respectively, based on the probable expected performance against the pre-established corporate financial objectives as of June 30, 2025 and 2024.

The Company recognizes compensation cost of all awards on a straight-line basis over the applicable vesting period, which is generally three to four years .

The Company's Compensation Committee adopted and approved the performance goals, targets and payout formulas for the 2025 and 2024 bonus plans, including permitting executive officers and certain other employees the opportunity to receive payment of their earned bonuses in the form of common stock (in lieu of cash).

During the three

months ended September 30, 2025, the Company recognized a reduction to stock-based compensation expense related to such bonus of less than $ 0.1 million resulting from a revision in estimated achievement of the pre-established corporate objectives.

During the three months ended September 30, 2024, the Company recognized an expense of $ 0.4 million.

The reversal of expense recognized during the three months ended September 30, 2025 reflects a revision in the estimated achievement of the pre-established corporate financial objectives.

During the nine months ended September 30, 2025 and 2024, the Company recognized stock-based compensation expense in the amount of $ 0.7 million and $ 0.5 million, respectively, based on the probable expected performance against the pre-established corporate financial objectives as of September 30, 2025 and 2024.

For employees, including executive officers, who elect to receive their bonuses in the form of common stock (in lieu of cash), the payouts are expected to be made in the form of fully vested stock awards in the first quarter of the following year pursuant to our 2015 Equity Incentive Plan, as amended.

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(b) Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units

RSUs and PSUs activity during the six months ended June 30, 2025 was as follows:

Shares Weighted-

Average Grant

RSUs and PSUs activity during the nine months ended September 30, 2025 was as follows:

Restricted Stock Weighted

Unvested balance as of December 31, 2024 2,853,235 $ 57.25

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Forfeited ( 544,223 ) $ 51.11

Unvested balance as of June 30, 2025 3,961,440 $ 43.45

As of June 30, 2025, the unrecognized compensation expense related to our unvested RSUs and PSUs was $ 91.6 million.

Unvested balance as of September 30, 2025 3,627,925 $ 40.85

As of September 30, 2025, the unrecognized compensation expense related to our unvested RSUs and PSUs was $ 68.0 million.

This unrecognized compensation expense will be recognized over an estimated weighted-average amortization period of 1.08 years.

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In addition, the portion of the PSUs that are earned would be capped at a maximum of 200 % of the target level payout and if certain net ARR or Adjusted EBITDA goals were not met, no PSUs will be earned.

The PSUs have a performance period of one year and the earned PSUs will vest in three equal installments following each of the first, second and third anniversary of the vesting commencement date, subject to the participant’s continuous service as of

each such date.

In the three and six months ended June 30, 2025, we recorded $ 0.6 million and $ 1.1 million, respectively, of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

In the three and nine months ended September 30, 2025, we recorded $ 0.7 million and $ 1.8 million, respectively, of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

The following tables summarizes information about stock option activity during the reporting periods:

Shares Weighted

Price Weighted

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Forfeited/cancelled ( 200 ) $ 10.88 $ —

Outstanding as of June 30, 2025 425,121 $ 13.23 1.1 $ 4,215

Vested and exercisable as of June 30, 2025 425,121 $ 13.23 1.1 $ 4,215

Outstanding as of September 30, 2025 425,121 $ 13.23 0.8 $ 2,371

Vested and exercisable as of September 30, 2025 425,121 $ 13.23 0.8 $ 2,371

(d) Employee Stock Purchase Plan

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On March 14, 2025, we issued 186,793 sha res of common stock to employees, with a purchase price of $ 23.79 per share, for aggregate proceeds of $ 4.4 million.

On September 15, 2025, we issued 198,074 shares of common stock to employees with a purchase price of $ 16.52 per share, for aggregate proceeds of $ 3.3 million.

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year.

Our effective tax rates for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Our effective tax rates for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Effective Tax Rate ( 5.3 ) % 16.1 % 17.2 % 34.7 %

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and six months ended June 30, 2025 were due to foreign taxes on our international operations, state income taxes, and the impact of valuation allowance on deferred tax assets.

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and six months ended June 30, 2024 were due to foreign taxes on our international operations, state income taxes, the impact of valuation allowance on deferred tax assets, and certain discrete items.

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and nine months ended September 30, 2025 were due to foreign taxes on our international operations, state income taxes, and the impact of valuation allowance on deferred tax assets.

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three and nine months ended September 30, 2025 were due to foreign taxes on our international operations, state income taxes, the impact of valuation allowance on deferred tax assets, and certain discrete items.

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA").

The OBBBA changed the current tax law related to both corporate income taxes and deferred tax assets and liabilities, which the Company currently accounts for under ASC 740, Income taxes ("ASC 740") .

The income tax effects of a change in tax law on current taxes related to current year ordinary income and changes to deferred taxes arising subsequent to the date of enactment are included in the annual effective tax rate, beginning in the period of enactment.

The Company concluded the OBBBA did not have a material impact on the Company's provision for income tax.

As a result of the application of OBBBA, the Company recorded a benefit to the tax provision for the three months ended September 30, 2025.

Net Income per Share

The following table summarizes the computation of basic and diluted net income per share of our common stock for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

The following table summarizes the computation of basic and diluted net income per share of our common stock for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands, except share and per share data)

Net income used to calculate net income, basic $ 8,338 $ 6,538 $ 10,443 $ 7,944

Net income attributable to common stockholders, basic and diluted $ 9,809 $ 15,410 $ 20,252 $ 23,354

Weighted-average common shares outstanding, basic 64,967,114 62,898,078 64,404,649 62,389,482

Weighted-average effect of dilutive shares:

Dilutive effect of equity incentive plans 255,992 570,460 322,231 750,328

Dilutive effect of employee equity incentive plans 214,827 455,396 286,430 652,017

Dilutive effect of convertible senior notes — 11,183,611 — 11,183,611

Weighted-average common shares outstanding, diluted 65,181,941 74,537,085 64,691,079 74,225,110

Net income per share, basic $ 0.13 $ 0.10 $ 0.16 $ 0.13

Net income per share, diluted $ 0.13 $ 0.09 $ 0.16 $ 0.11

Net income per share attributable to common stockholders, basic $ 0.15 $ 0.24 $ 0.31 $ 0.37

Net income per share attributable to common stockholders, diluted $ 0.15 $ 0.21 $ 0.31 $ 0.31

We intend to settle any conversion of our 2027 Notes and 2029 Notes in cash, shares, or a combination thereof.

The dilutive impact of the Notes for our calculation of diluted net income per share is considered using the if-converted method.

For the three and six months ended June 30, 2025 and 2024, the shares underlying the Notes were not considered in the calculation of diluted net income per share as the effect would have been anti-dilutive.

For the three and nine months ended September 30, 2025, the shares underlying the Notes were not considered in the calculation of diluted net income per share as the effect would have been anti-dilutive.

In connection with the issuance of the 2025 Notes, the 2027 Notes and the 2029 Notes, we entered into the 2025 Capped Calls, 2027 Capped Calls and 2029 Capped Calls, which were not included for the purpose of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

As of June 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

As of June 30, 2024, the 2025 Notes, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

As of September 30, 2025, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

As of September 30, 2024, the 2025 Notes, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

We had not received any conversion notices through the issuance date of our unaudited condensed consolidated financial statements.

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The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding for the respective periods below because they would have been anti-dilutive:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Unvested restricted stock units 3,341,018 3,105,684 2,936,257 3,105,684

Common stock issued in conjunction to acquisitions 342,962 36,923 338,527 36,923

Common shares issued in conjunction with acquisitions 36,702 36,923 46,236 36,923

Shares to be issued under ESPP 75,326 18,332 75,326 18,332

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Based on our interpretation of the regulations and available case law, we believe that the tax positions we have taken on our filed tax return in Israel are sustainable and we intend to defend our position through all available means.

As such, we have not recorded any impact of the ITA assessment in our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.

As such, we have not recorded any impact of the ITA assessment in our unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025.

We are continuing to monitor developments related to this matter and its impact on our existing income tax reserves for all open years.

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Consolidated net income is used by our CODM in monitoring actual versus budgeted results as well as in benchmarking against our competitors, which are used in assessing performance of the segment.

The following table includes segment revenue, segment profit or loss, significant segment expenses and other segment expenses for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

The following table includes segment revenue, segment profit or loss, significant segment expenses and other segment expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands)

Total revenue $ 217,960 $ 214,654 $ 642,406 $ 627,746

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Adjusted general and administrative excludes the impact of stock-based compensation, amortization of acquired intangible assets and acquisition-related expenses.

2 Other segment expenses include stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, restructuring expense, interest income, interest expense, other income (expense) and provision for income taxes.

See the unaudited condensed consolidated financial statements for other financial information regarding our operating segment.

Net revenues by geographic area presented based upon the location of the customer are as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands)

United States $ 153,207 $ 152,204 $ 303,757 $ 302,449

Rest of world 60,986 55,787 120,689 110,643

Total $ 214,193 $ 207,991 $ 424,446 $ 413,092

Property and equipment, net by geographic area was as follows:

As of June 30, 2025 As of December 31, 2024

(in thousands)

Property and equipment, net by geographic area was as follows (in thousands):

As of September 30, 2025 As of December 31, 2024

United States $ 19,324 $ 22,613

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108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the related impact was not material to results of operations or financial position for any historical annual or interim period.

As a result, we have corrected the errors by adjusting prior period financial statements

as of and for the three and six months ended June 30, 2024.

Refer to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for detailed tables showing the effect of the immaterial error corrections to certain line items of our unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows for the interim period ended June 30, 2024.

Subsequent Events

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA").

The OBBBA changes the current tax law related to both corporate income taxes and deferred tax assets and liabilities, which the Company currently accounts for under ASC 740, Income taxes ("ASC 740") .

The Company is currently evaluating the impact of the OBBBA on its business, financial condition, and results of operations under ASC 740.

As a result, we have corrected the errors by adjusting prior period financial statements as of and for the three and nine months ended September 30, 2024.

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