What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-05 · 205 added, 123 removed, 530 unchanged (38% of the section changed)

2 unchanged sentences

(in thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

1 unchanged sentence

Short-term investments 276,972 228,006

Accounts receivable, net of allowance for credit losses of $ 2,063 and $ 2,476 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable, net of allowance for credit losses of $ 2,280 and $ 2,476 at June 30, 2026 and December 31, 2025, respectively

141,253 167,017

25 unchanged sentences

Preferred stock, $ 0.01 par value per share;

10,000,000 shares authorized at March 31, 2026 and December 31, 2025;

0 shares issued and outstanding at March 31, 2026 and December 31, 2025

10,000,000 shares authorized at June 30, 2026 and December 31, 2025;

0 shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value per share;

100,000,000 shares authorized at March 31, 2026 and December 31, 2025;

67,342,257 and 66,417,175 shares issued at March 31, 2026 and December 31, 2025, respectively;

66,772,002 and 65,846,920 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock, at cost, 570,255 shares at March 31, 2026 and December 31, 2025

100,000,000 shares authorized at June 30, 2026 and December 31, 2025;

67,886,311 and 66,417,175 shares issued at June 30, 2026 and December 31, 2025, respectively;

67,316,056 and 65,846,920 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury stock, at cost, 570,255 shares at June 30, 2026 and December 31, 2025

( 4,765 ) ( 4,765 )

Additional paid-in-capital 1,158,619 1,120,963

Accumulated other comprehensive income (loss) 89 2,527

Accumulated other comprehensive (loss) income ( 372 ) 2,527

Accumulated deficit ( 957,450 ) ( 964,653 )

4 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Product subscriptions $ 205,051 $ 208,097 $ 409,100 $ 412,032

10 unchanged sentences

General and administrative 17,385 21,166 35,597 44,752

Restructuring 1,675 — 1,675 —

Total operating expenses 142,319 147,640 287,819 298,514

Loss from operations ( 558 ) ( 101 )

Income from operations 3,019 3,494 2,461 3,393

Other income (expense), net:

3 unchanged sentences

Income before income taxes 5,863 10,338 7,693 15,143

Provision for income taxes 700 2,700

(Benefit) provision for income taxes ( 210 ) 2,000 490 4,700

Net income $ 6,073 $ 8,338 $ 7,203 $ 10,443

6 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2026 2025 2026 2025

Net income $ 6,073 $ 8,338 $ 7,203 $ 10,443

1 unchanged sentence

Change in fair value of cash flow hedges ( 718 ) 2,800 ( 3,335 ) 4,615

Adjustment for net losses (gains) realized on cash flow hedges and included in net income, net of taxes 927 ( 325 )

Adjustment for net gains realized on cash flow hedges and included in net income, net of taxes 620 471 1,547 146

Total change in unrealized (losses) gains on cash flow hedges ( 98 ) 3,271 ( 1,788 ) 4,761

Change in unrealized (losses) gains on investments ( 748 ) 134

Change in unrealized losses on investments ( 363 ) ( 176 ) ( 1,111 ) ( 42 )

Total other comprehensive (loss) income ( 461 ) 3,095 ( 2,899 ) 4,719

Comprehensive (loss) income $ ( 1,308 ) $ 3,729

Comprehensive income $ 5,612 $ 11,433 $ 4,304 $ 15,162

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

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

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

(in thousands)

6 unchanged sentences

Shares Amount Shares Amount

Balance, March 31, 2026 66,772 $ 667 571 $ ( 4,765 ) $ 1,142,304 $ 89 $ ( 963,523 ) $ 174,772

Stock-based compensation expense — — — — 15,611 — — 15,611

Vesting of restricted stock units 438 4 — — ( 4 ) — — —

Shares withheld for employee taxes ( 7 ) — — — ( 46 ) — — ( 46 )

Issuance of common stock from acquisition 114 1 — — 754 — — 755

Other comprehensive loss — — — — — ( 461 ) — ( 461 )

Net income — — — — — — 6,073 6,073

Balance, June 30, 2026 67,317 $ 672 571 $ ( 4,765 ) $ 1,158,619 $ ( 372 ) $ ( 957,450 ) $ 196,704

Common stock Treasury stock Additional

paid-in-capital Accumulated

comprehensive

loss Accumulated

deficit Total

stockholders’

Shares Amount Shares Amount

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

Stock-based compensation expense — — — — 26,134 — — 26,134

Vesting of restricted stock units 518 5 — — ( 5 ) — — —

Shares withheld for employee taxes ( 25 ) ( 1 ) — — ( 596 ) — — ( 597 )

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

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

Net income — — — — — — 8,338 8,338

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

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

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

Six Months Ended June 30, 2026 and 2025

(in thousands)

Common stock Treasury stock Additional

paid-in-capital Accumulated

comprehensive

loss Accumulated

deficit Total

stockholders’

Shares Amount Shares Amount

Balance, December 31, 2025 65,847 $ 658 571 $ ( 4,765 ) $ 1,120,963 $ 2,527 $ ( 964,653 ) $ 154,730

3 unchanged sentences

Shares withheld for employee taxes ( 42 ) ( 1 ) — — ( 301 ) — — ( 302 )

Issuance of common stock from acquisition 114 1 — — 754 — — 755

Other comprehensive loss — — — — — ( 2,899 ) — ( 2,899 )

Net income — — — — — — 7,203 7,203

Balance, March 31, 2026 66,772 $ 667 571 $ ( 4,765 ) $ 1,142,304 $ 89 $ ( 963,523 ) $ 174,772

Balance, June 30, 2026 67,317 $ 672 571 $ ( 4,765 ) $ 1,158,619 $ ( 372 ) $ ( 957,450 ) $ 196,704

Common stock Treasury stock Additional

12 unchanged sentences

Issuance of common stock upon exercise of stock options 157 1 — — 1,588 — — 1,589

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

Other comprehensive gain — — — — — 4,719 — 4,719

Net income — — — — — — 10,443 10,443

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

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

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

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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Cash flows from financing activities:

Payment of debt issuance costs — ( 1,290 )

Payments for maturity of convertible senior notes — ( 45,992 )

Taxes paid related to net share settlement of equity awards ( 302 ) ( 1,898 )

1 unchanged sentence

Proceeds from stock option exercises — 1,589

Net cash provided by financing activities $ 2,634 $ 4,732

Issuance of common stock from acquisition — 755

Net cash provided by (used in) financing activities 2,587 ( 42,390 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 541 ) 4,847

4 unchanged sentences

Cash paid for interest on convertible senior notes 2,625 2,970

Cash paid for income taxes, net of payments 782 992

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents 343,291 291,462

Restricted cash included in prepaid expenses and other current assets — 7,249

Total cash, cash equivalents and restricted cash $ 343,291 $ 298,711

Cash paid for income taxes, net of refunds received 4,619 5,712

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

11 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the three months ended March 31, 2026 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 six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Use of Estimates

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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, 2025.

There have been no other changes to the significant accounting policies during the three months ended March 31, 2026 .

There have been no other changes to the significant accounting policies during the six months ended June 30, 2026 .

Recent Accounting Pronouncements

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Product Subscriptions

Product subscriptions consist of revenue from our cloud-based subscription, term software licenses, managed services offerings, content subscriptions and maintenance and support associated with our software licenses.

Product subscriptions consist of revenue from our cloud-based subscriptions, term software licenses, managed services offerings, content subscriptions and maintenance and support associated with our software licenses.

• We generate cloud-based subscription revenue primarily from sales of subscriptions to access our cloud platform, together with related support services to our customers.

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

For the three months ended March 31, 2026 and 2025, we recognized revenue of $ 182.7 million and $ 185.6 million, respectively, that was included in the corresponding contract liability balance as of January 1 of each respective year.

For the three months ended June 30, 2026 and 2025, we recognized revenue of $ 185.1 million and $ 187.3 million, respectively, that was included in the corresponding contract liability balance as of April 1 of each respective year.

For the six months ended June 30, 2026 and 2025, we recognized $ 316.7 million and $ 321.8 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.

3 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, unbilled receivables of $ 3.4 million and $ 2.7 million, respectively, are included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet.

As of March 31, 2026 and December 31, 2025, we have no contract assets recorded on our unaudited condensed consolidated balance sheet.

As of June 30, 2026 and December 31, 2025, unbilled receivables of $ 3.2 million and $ 2.7 million, respectively, are included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet.

As of June 30, 2026 and December 31, 2025, we have no contract assets recorded on our unaudited condensed consolidated balance sheet.

Disaggregated Revenue by geographic location:

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

Three Months Ended March 31,

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

2026 2025 2026 2025

United States $ 147,123 $ 153,207 $ 294,148 $ 303,757

2 unchanged sentences

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 March 31, 2026 (in thousands).

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, 2026 (in thousands).

The estimated revenues do not include unexercised contract renewals.

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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 three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

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, 2026 and 2025 (in thousands):

Six Months Ended June 30,

Beginning balance $ 115,348 $ 125,806

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The acquisition further enhances our Command Platform, accelerating managed detection and response ("MDR") services from AI-assisted workflows to AI-driven, machine-speed security operations.

In connection with the acquisition, we committed to issue an aggregate value of $ 25.3 million of our common stock to two key employees of Kenzo (the "Key Employee Consideration"), subject to continued employment.

In connection with the acquisition, we committed to issue shares of our common stock having an aggregate value of $ 25.3 million to two key employees of Kenzo (the "Key Employee Consideration"), subject to continued employment.

These shares will be issued in three equal annual installments over a 36 -month period, starting on the first anniversary of the closing date of the transaction.

The Key Employee Consideration will be recognized as stock-based compensation expense over the required employment period.

For the three months ended March 31, 2026, we recognized stock-based compensation expense related to the Key Employee Consideration of approximately $ 0.1 million.

For the three and six months ended June 30, 2026, we recognized stock-based compensation expense related to the Key Employee Consideration of approximately $ 2.1 million and $ 2.2 million, respectively.

The number of shares to be issued at each issuance date will be determined by dividing the aggregate value by the 30-day average closing price per share of our common stock as of the issuance date.

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The estimated fair value of the developed technology intangible asset was $ 7.2 million with an estimated useful life of the developed technology is 6 years, which was based on a preliminary valuation using a probability weighted expected return model (“PWERM”).

As part of the PWERM, we made certain assumptions regarding the present value of the after-tax cash flows attributed to the developed technology at discount rate which reflected any risks associated with the developed technology and our weighted average cost of capital.

As part of the PWERM, we made certain assumptions regarding the present value of the after-tax cash flows attributed to the developed technology at a discount rate which reflected any risks associated with the developed technology and our weighted average cost of capital.

Any future adjustments made to the fair value of the developed technology, any assets acquired, or liabilities assumed will be adjusted in the period they are determined and recognized with a corresponding adjustment to goodwill.

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

In the three months ended March 31, 2026, we recorded $ 0.5 million, of acquisition-related transaction costs related to the acquisition of Kenzo to general and administrative expense.

Our revenue and net income attributable to the Kenzo business for the three months ended March 31, 2026 was not material.

In the three and six months ended June 30, 2026, we recorded less than $ 0.1 million and $ 0.5 million, respectively, of acquisition-related transaction costs related to the acquisition of Kenzo to general and administrative expense.

Our revenue and net income attributable to the Kenzo business for the three and six months ended June 30, 2026 were not material.

Noetic Cyber, Inc.

On July 3, 2024, we acquired Noetic Cyber, Inc, (“Noetic”) for an aggregate fair value of $ 51.2 million, which included a contingent consideration arrangement (the “Earnout Consideration”) of up to $ 20.0 million, measured annually over a three-year period (the "Earnout Period") based on the achievement of certain performance targets and continued employment requirements.

On July 3, 2024, we acquired Noetic Cyber.

Inc, (“Noetic”) for an aggregate fair value of $ 51.2 million, which included a contingent consideration arrangement (the “Earnout Consideration”) of up to $ 20.0 million, measured annually over a three-year period (the "Earnout Period") based on the achievement of certain performance targets and continued employment requirements.

If all performance targets are achieved, approximately $ 13.1 million of Earnout Consideration will be paid in cash, and the remaining $ 6.9 million will be settled in common stock, with the stock settled portion recognized as stock-based compensation expense over the required employment period.

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Of this amount, $ 4.1 million was settled in cash, while the remaining $ 1.9 million was settled through the issuance of 94,229 common stock units.

As of March 31, 2026 , the fair value of the contingent purchase c onsideration was $ 8.9 million which was recorded within accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheet.

For the three months ended March 31, 2026 , we recorded approximately $ 0.1 million of accretion expense related to the contingent purchase consideration to general and administrative expense.

In the three months ended March 31, 2026 , we also recognized stock-based compensation expense related to these share-based awards in the amount of $ 1.0 million .

As of June 30, 2026 , the fair value of the contingent purchase c onsideration was $ 9.0 million which was recorded within accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheet.

For the three and six months ended June 30, 2026 , we recorded approximately $ 0.1 million and $ 0.2 million, respectively, of accretion expense related to the contingent purchase consideration to general and administrative expense.

In the three and six months ended June 30, 2026 , we also recognized stock-based compensation expense related to these share-based awards in the amount of $ 1.0 million and $ 2.1 million, respectively .

In June 2026, we issued 113,599 shares of common stock as the second installment of common stock issued to the two key Noetic employees.

Our revenue and net income attributable to the Noetic business for the three and six months ended June 30, 2026 were not material.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding the Noetic business combination.

Our revenue and net income attributable to the Noetic business for the three months ended March 31, 2026 was not material.

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

As of March 31, 2026

As of June 30, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

5 unchanged sentences

Total assets $ 411,424 $ 701 $ — $ 412,125

As of March 31, 2026 and December 31, 2025, our available-for-sale investments had maturities ranging from one to eleven months and from one to fourteen months , respectively.

As of June 30, 2026 and December 31, 2025, our available-for-sale investments had maturities ranging from one to eight months and from one to fourteen months , respectively.

On October 30, 2025, we entered into a $ 5.5 million investment in a privately-held cybersecurity company via a Simple Agreement for Future Equity (“SAFE”).

The investment in the SAFE is accounted for at cost, subject to adjustments for impairment and observable changes in fair value, and is presented on the unaudited condensed consolidated balance sheets within the category of Other Assets.

During the three months ended March 31, 2026, we did not identify any impairments or observable price changes that would require an adjustment to the carrying value.

For all of our investments for which the amortized cost basis was greater than the fair value at March 31, 2026 and December 31, 2025, 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.

During the three and six months ended June 30, 2026, we did not identify any impairments or observable price changes that would require an adjustment to the carrying value.

For all of our investments for which the amortized cost basis was greater than the fair value at June 30, 2026 and December 31, 2025, 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.

10 unchanged sentences

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 March 31, 2026

As of June 30, 2026

Level 1 Level 2 Level 3 Total

3 unchanged sentences

Contingent consideration (other current liabilities) — — 9,030 9,030

Liability-classified performance stock units (other long-term liabilities) — — 1,064 1,064

Total liabilities $ — $ — $ 10,094 $ 10,094

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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 March 31, 2026, 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 $ 563.4 million and $ 251.3 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 March 31, 2026, the fair value of our contingent consideration, as further described in Note 3, Business Combinations, was $ 8.9 million and is classified as a Level 3 measurement based on inputs not observable in the market.

As of June 30, 2026, 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 $ 576.0 million and $ 253.5 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, 2026, the fair value of our contingent consideration, as further described in Note 3, Business Combinations, was $ 9.0 million and is classified as a Level 3 measurement based on inputs not observable in the market.

As of June 30, 2026, the fair value of our liability-classified performance stock units, as further described in Note 10, Stock-Based Compensation - Liability-classified PSUs, is $ 1.1 million and is classified as a Level 3 measurement based on the inputs not observable in the market.

Our SAFE investment, as described in Note 4 , Investments , is accounted for as an equity investment under the measurement alternative per ASC 321 as there was no readily determinable fair value.

The SAFE had a carrying amount of $ 5.5 million as of March 31, 2026 .

The SAFE had a carrying amount of $ 5.5 million as of June 30, 2026.

Property and Equipment

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

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Computer equipment and software $ 23,276 $ 23,728

4 unchanged sentences

Property and equipment, net $ 29,179 $ 31,990

We recorded depreciation expense of $ 2.4 million and $ 2.8 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, we wrote off $ 0.8 million of fully depreciated computer equipment and software, in accordance with our policy as described in Note 2, Summary of Significant Accounting Policies , included in our Annual Report on Form 10-K for the year ended December 31, 2025.

We recorded depreciation expense of $ 2.7 million and $ 2.3 million for the three months ended June 30, 2026 and 2025, respectively, and $ 5.0 million and $ 5.1 million for the six months ended June 30, 2026 and 2025, respectively.

During the three and six months ended June 30, 2026, we wrote off $ 0.9 million and $ 1.7 million of fully depreciated computer equipment and software, respectively, in accordance with our policy as described in Note 2, Summary of Significant Accounting Policies , included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Goodwill and Intangibles

Goodwill was $ 593.3 million as of March 31, 2026 and $ 575.3 million as of December 31, 2025.

Goodwill was $ 593.3 million as of June 30, 2026 and $ 575.3 million as of December 31, 2025.

The following table displays the changes in the gross carrying amount of goodwill (in thousands):

2 unchanged sentences

Kenzo acquisition 18,066

Balance at March 31, 2026 $ 593,334

Balance at June 30, 2026 $ 593,334

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 March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Weighted Average Estimated Useful Life (years) Gross Carrying

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Trade names 0.0 2,619 ( 2,619 ) — 2,619 ( 2,619 ) —

Licensed IP 3.0 500 ( 25 ) 475 — — —

Total acquired intangible assets 169,174 ( 135,173 ) 34,001 161,474 ( 126,411 ) 35,063

2 unchanged sentences

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

Amortization expense was $ 8.8 million and $ 8.9 million for the three months ended March 31, 2026 and 2025, respectively.

Estimated future amortization expense of the acquired identifiable intangible assets and completed capitalized internal-use software costs as of March 31, 2026 was as follows (in thousands):

2026 (for the remaining nine months) $ 22,491

Amortization expense was $ 8.6 million and $ 9.0 million for the three months ended June 30, 2026 and 2025, respectively, and $ 17.4 million and $ 17.9 million for the six months ended June 30, 2026 and 2025, respectively.

Estimated future amortization expense of the acquired identifiable intangible assets and completed capitalized internal-use software costs as of June 30, 2026 was as follows (in thousands):

2026 (for the remaining six months) $ 14,833

2031 and thereafter 2,678

Total $ 57,958

The table above excludes the impact of $ 5.1 million of capitalized internal-use software costs for projects that have not been completed as of March 31, 2026, and therefore, all the costs associated with these projects have not been incurred.

The table above excludes the impact of $ 5.4 million of capitalized internal-use software costs for projects that have not been completed as of June 30, 2026, 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 fifteen months or less, and as of March 31, 2026 and December 31, 2025, outstanding forward contracts had a total notional value of $ 55.7 million and $ 78.8 million, respectively.

These forward contracts have contractual maturities of twelve months or less, and as of June 30, 2026 and December 31, 2025, outstanding forward contracts had a total notional value of $ 35.9 million and $ 78.8 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 months ended March 31, 2026 and 2025, all cash flow hedges were considered effective.

During the six months ended June 30, 2026 and 2025, all cash flow hedges were considered effective.

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

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In March 2021, we issued $ 600.0 million aggregate principal amount of convertible senior notes due March 15, 2027 (the “2027 Notes”), and in September 2023, we issued $ 300.0 million aggregate principal amount of convertible senior notes due March 15, 2029 (the “2029 Notes”) (collectively, the “Notes”).

In September 2023, we used $ 201.0 million of the proceeds from the issuance of the 2029 Notes to repurchase and retire $ 184.0 million aggregate principal amount of the 2025 Notes and paid accrued and unpaid interest thereon.

Further details of the Notes are as follows:

Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $1000 principal Initial Conversion Price Number of shares (in millions)

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Bank Trust Company, National Association, as trustee (the “Indentures”).

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 March 31, 2026, the 2027 Notes and the 2029 Notes were not convertible at the option of the holders.

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

As of June 30, 2026, 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.

1 unchanged sentence

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.

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.

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.

For additional details on the terms of our Notes, see Note 10, Debt , to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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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 March 31, 2026 and December 31, 2025 was as follows (in thousands):

The net carrying amount of the Notes as of June 30, 2026 and December 31, 2025 was as follows (in thousands):

2027 Notes 2029 Notes

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Amortization of debt issuance costs — 1,250 1,250 — 692 692

Balance at March 31, 2026 $ 600,000 $ ( 2,425 ) $ 597,575 $ 300,000 $ ( 4,334 ) $ 295,666

Balance at June 30, 2026 $ 600,000 $ ( 1,794 ) $ 598,206 $ 300,000 $ ( 3,980 ) $ 296,020

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

Three Months Ended March 31,

Three Months Ended June 30,

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

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Total interest expense $ 1,006 $ 1,291 $ 2,297 $ 110 $ 1,002 $ 1,286 $ 2,398

Six Months Ended June 30,

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

Contractual interest expense $ 750 $ 1,875 $ 2,625 $ 345 $ 750 $ 1,875 $ 2,970

Amortization of debt issuance costs 1,250 692 1,942 97 1,241 680 2,018

Total interest expense $ 2,000 $ 2,567 $ 4,567 $ 442 $ 1,991 $ 2,555 4,988

We entered into privately negotiated capped call transactions with certain counterparties in connection with the issuance of the 2027 Notes (the "2027 Capped Calls") and the 2029 Notes (the “2029 Capped Calls” together with the 2027 Capped Calls, the “Capped Calls”).

The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap.

In the event the market price of our common stock is in excess of the strike price, the Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap.

The Capped Calls are subject to adjustment upon the occurrence of certain specified extraordinary events affecting us, including merger events, tender offers and announcement events.

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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 our net leverage ratio.

As of March 31, 2026, we did not have any outstanding borrowings under the Credit Agreement.

We recorded less than $ 0.1 million of amortization of debt issuance costs related to the Credit Agreement for the three months ended March 31, 2026.

As of March 31, 2026, we had a total of $ 5.6 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 June 30, 2026, we did not have any outstanding borrowings under the Credit Agreement.

We recorded $ 0.1 million and $ 0.2 million of amortization of debt issuance costs related to the Credit Agreement for the three and six months ended June 30, 2026, respectively.

As of June 30, 2026, we had a total of $ 5.7 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, purchase rights issued under our employee stock purchase plan, and earnout consideration and key employee consideration shares related to acquisitions was classified in the accompanying unaudited condensed consolidated statements of operations as follows (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Stock-based compensation expense:

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In 2025, this approval included 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), which was subsequently eliminated by the Compensation Committee in the fourth quarter of 2025 and not offered in 2026.

For the three months ended March 31, 2025, we recognized stock-based compensation expense related to such bonuses in the amount of $ 0.3 million, based on the probable expected performance against the pre-established corporate financial objectives as of March 31, 2025.

For the three and six months ended June 30,

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

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

Equity-classified RSUs and PSUs

RSUs and PSUs activity classified as equity during the three months ended March 31, 2026 was as follows:

RSUs and PSUs activity classified as equity during the six months ended June 30, 2026 was as follows:

Shares Weighted

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Forfeited ( 720,497 ) 31.68

Unvested balance as of March 31, 2026 6,114,656 $ 18.51

As of March 31, 2026, the unrecognized compensation expense related to our unvested equity-classified RSUs and PSUs was $ 98.8 million, which will be recognized over an estimated weighted average amortization period of 2.29 years.

Unvested balance as of June 30, 2026 7,497,325 $ 14.18

As of June 30, 2026, the unrecognized compensation expense related to our unvested equity-classified RSUs and PSUs was $ 91.8 million, which will be recognized over an estimated weighted average amortization period of 2.31 years.

In May 2026, our Compensation Committee awarded 525,000 RSUs as an inducement grant to our new Chief Product and Technology Officer, in connection with the commencement of his employment.

The RSUs vest over a three year period, with 1/3 vesting on June 15, 2027, and the remaining vesting in quarterly increments thereafter, subject to continuous service as of each such date.

In March 2026, our Compensation Committee awarded 467,945 RSUs and 1,051,538 PSUs as inducement grants concurrently with the acquisition of Kenzo.

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If achievement of the milestones are not met, no PSUs will be earned.

In the three months ended March 31, 2026, we recorded less than $ 0.1 million of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

In the three and six months ended June 30, 2026, we recorded $ 0.6 million of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

In February 2026, our Compensation Committee awarded 567,108 PSUs based on achievement of total new annualized recurring revenue ("New ARR") and adjusted EBITDA (pre-bonus) targets for fiscal year 2026, with each metric weighted 50 %.

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The performance period is one year , and any earned PSUs will vest in three equal annual installments, subject to the participants' continuous service.

For the three months ended March 31, 2026, we recorded $ 0.2 million of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

For the three and six months ended June 30, 2026, we recorded $ 0.5 million and $ 0.7 million, respectively, of stock-based compensation expense related to these PSUs based on estimated achievement of the performance criteria.

Liability-classified PSUs

PSUs activity classified as liability during the three months ended March 31, 2026 was as follows:

PSUs activity classified as liability during the six months ended June 30, 2026 was as follows:

Shares Weighted

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Granted 4,313,750 3.19

Unvested balance as of March 31, 2026 2,188,750 $ 2.00

As of March 31, 2026, the unrecognized compensation expense related to our unvested liability-classified PSUs was $ 4.2 million, which will be recognized over an estimated weighted average amortization period of 3.0 years.

In March 2026, the Company's Compensation Committee granted 2,188,750 PSUs to executive officers and other key employees under the 2015 Plan.

These PSUs were granted under two separate plan designs with distinct payout targets, with 726,250 shares issued under Plan 1 and 1,462,500 issued under Plan 2.

These PSUs contain market-based performance conditions tied to the achievement of specified stock price hurdles for our common stock over a three-year performance period ending March 31, 2029.

Forfeited ( 168,750 ) 1.81

Unvested balance as of June 30, 2026 4,145,000 $ 3.25

As of June 30, 2026, the unrecognized compensation expense related to our unvested liability-classified PSUs was $ 21.1 million, which will be recognized over an estimated weighted average amortization period of 2.75 years.

The PSUs are structured to be settled in cash upon vesting, unless the Compensation Committee makes a one-time irrevocable election to settle the awards in shares of Rapid7 common stock in lieu of cash.

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The number of shares that may ultimately vest is based on the specified price hurdles when our common stock closes at or above the specified price for 30 consecutive calendar days.

For a 30 consecutive calendar day price between price hurdles, the payout is determined utilizing a linear interpolation.

The PSUs are also subject to continued employment through the end of the performance period, except in the case of certain qualifying terminations.

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The expense is recognized over the requisite service period based on the award's fair value remeasured at each reporting date using a Monte Carlo simulation model, with cumulative expense adjusted in the period of each remeasurement to reflect changes in fair value.

The following table summarizes the assumptions used in the Monte Carlo simulation model to estimate the fair value of the liability-classified PSUs as of March 31, 2026:

The following table summarizes the assumptions used in the Monte Carlo simulation model to estimate the fair value of the liability-classified PSUs as of June 30, 2026:

Grant Date As of June 30, 2026

Plan 1 Plan 2

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Fair value per unit $ 2.37 $ 4.42 $ 1.81 $ 5.87 $ 4.85

(1) PSUs granted March 31, 2026

(2) PSUs granted June 15, 2026

In June 2026, the Company's Compensation Committee granted 2,125,000 PSUs to our new Chief Executive Officer, Wael Mohamed, in connection with the commencement of his employment under the 2015 Plan.

These PSUs were issued under Plan 1.

In March 2026, the Company's Compensation Committee granted 2,188,750 PSUs to executive officers and other key employees under the 2015 Plan.

These PSUs were granted under two separate plan designs with distinct payout targets, with 726,250 shares issued under Plan 1 and 1,462,500 issued under Plan 2.

These PSUs contain market-based performance conditions tied to the achievement of specified stock price hurdles for our common stock over a three-year performance period ending March 31, 2029.

As the awards default to cash settlement, the awards are classified as liabilities until such time as the Compensation Committee makes an irrevocable election to issue shares.

As of March 31, 2026, the Compensation Committee has not approved a settlement in shares;

As of June 30, 2026, the Compensation Committee has not approved a settlement in shares;

therefore, these PSUs remain classified as a liability.

The liability associated with these awards is initially measured at the estimated fair value of the award that is ultimately expected to vest on the grant date and is subsequently

remeasured to fair value at each reporting date until the earlier of (i) settlement in cash or (ii) the election to settle the PSUs in shares.

The liability associated with these awards is initially measured at the estimated fair value of the award that is ultimately expected to vest on the grant date and is subsequently remeasured to fair value at each reporting date until the earlier of (i) settlement in cash or (ii) the election to settle the PSUs in shares.

Changes in fair value are recognized as compensation expense (or a reduction thereof) in the period of change.

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

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

Shares Weighted

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Forfeited/cancelled ( 9,250 ) 18.50

Outstanding as of March 31, 2026 221,232 13.39 0.73 —

Vested and exercisable as of March 31, 2026 221,232 $ 13.39 0.73 $ —

Outstanding as of June 30, 2026 213,982 13.16 0.50 —

Vested and exercisable as of June 30, 2026 213,982 $ 13.16 0.50 $ —

(d) Employee Stock Purchase Plan

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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 months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

Our effective tax rates for the three and six months ended June 30, 2026 and 2025 are as follows:

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

2026 2025 2026 2025

Effective Tax Rate ( 3.6 ) % 19.3 % 6.4 % 31.0 %

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three months ended March 31, 2026 were due to foreign taxes on our international operations, US federal and state income taxes, the impact of valuation allowance on deferred tax assets, and a discrete tax benefit related to our acquisition of Kenzo.

The primary reconciling items between the Federal statutory tax rate of 21% and our overall effective rate for the three months ended March 31, 2025 were due to foreign taxes on our international operations, state income taxes, and the impact of valuation allowance on deferred tax assets.

Net Income (Loss) 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 March 31, 2026 and 2025 (in thousands, except share and per share data):

Three Months Ended March 31,

Net income (loss) attributable to common stockholders, basic and diluted $ 1,130 $ 2,105

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, 2026 were due to foreign taxes on our international operations inclusive of return to provision, US federal and state income taxes, the impact of valuation allowance on deferred tax assets, and a discrete tax benefit related to our acquisition of Kenzo.

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.

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 and six months ended June 30, 2026 and 2025 (in thousands, except share and per share data):

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

2026 2025 2026 2025

Net income attributable to common stockholders, basic and diluted $ 6,073 $ 8,338 $ 7,203 $ 10,443

Weighted average common shares outstanding, basic 67,024,154 64,441,000 66,601,615 64,140,087

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Weighted average common shares outstanding, diluted 67,919,961 64,696,992 67,415,140 64,462,318

Net income (loss) per share attributable to common stockholders, basic $ 0.02 $ 0.03

Net income (loss) per share attributable to common stockholders, diluted $ 0.02 $ 0.03

Net income per share attributable to common stockholders, basic $ 0.09 $ 0.13 $ 0.11 $ 0.16

Net income per share attributable to common stockholders, diluted $ 0.09 $ 0.13 $ 0.11 $ 0.16

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 months ended March 31, 2026 and 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.

For the three and six months ended June 30, 2026 and 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 2027 Notes and the 2029 Notes, we entered into the 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 March 31, 2026, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

As of March 31, 2025, the 2025 Notes were convertible at the option of the holder, however, the 2027 Notes and the 2029 Notes were not convertible at the option of the holder.

As of June 30, 2026 and 2025, 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 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 March 31,

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

2026 2025 2026 2025

Options to purchase common stock 219,941 — 221,401 —

Common shares issued in conjunction with acquisitions 610,821 342,962 1,555,116 338,527

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(a) Purchase Obligations

During the three months ended March 31, 2026 there have been no material changes outside the ordinary course of business to the Company’s contractual obligations and commitments from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

During the three and six months ended June 30, 2026, there have been no material changes outside the ordinary course of business to the Company’s contractual obligations and commitments from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

We provide limited product warranties.

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From time to time, we may receive income tax assessments from taxing authorities asserting additional tax liabilities owed.

During the quarter ended June 30, 2024, we received an initial assessment from the Israel Tax Authority (“ITA”) of approximately 324 million Israeli New Shekels (approximately $ 102 million, based upon exchange rates as of March 31, 2026 between the Israeli New Shekel and the US Dollar) related to fiscal year 2021.

During the quarter ended June 30, 2024, we received an initial assessment from the Israel Tax Authority (“ITA”) of approximately 324 million Israeli New Shekels (approximately $ 108 million, based upon exchange rates as of June 30, 2026 between the Israeli New Shekel and the US Dollar) related to fiscal year 2021.

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 for the three months ended March 31, 2026.

As such, we have not recorded any impact of the ITA assessment in our unaudited condensed consolidated financial statements for the six months ended June 30, 2026.

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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

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, 2026 and 2025 (in thousands):

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

2026 2025 2026 2025

Total revenue $ 210,883 $ 214,193 $ 420,574 $ 424,446

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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, discrete tax benefit, interest income, interest expense, other income (expense) and provision for income taxes.

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

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

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

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

United States $ 16,165 $ 18,243

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Total $ 29,179 $ 31,990

Restructuring

In the second quarter of 2026, we executed restructuring activities primarily within our sales and marketing departments and, to a lesser degree, within certain of our general and administrative business support departments to simplify our operations, align resources and investments with our core platform, and create capacity to reinvest in capabilities and solutions that improve the customer experience and strengthen our competitive position.

The restructuring included a reduction of our workforce and has not been completed as of June 30, 2026 and was the initial stage of our restructuring activities discussed in Note 16, Subsequent Events .

During the three months ended June 30, 2026, we incurred $ 1.7 million of restructuring charges related to one-time employee termination benefits recorded within restructuring in the unaudited condensed consolidated statements of operations.

As of June 30, 2026, the restructuring liability accrued but not paid totaled $ 0.9 million, which is included within accrued expenses in the unaudited condensed consolidated balance sheets.

We expect substantially all of the remaining cash payments to be settled in the third quarter of 2026 with some payments in the fourth quarter of 2026.

Potential position eliminations in each country are subject to local law and consultation requirements, which may extend this process beyond the third quarter of 2026 in certain countries.

The charges that we expect to incur are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual expenses and timing of payments may differ materially from the estimates disclosed above.

The following table presents the activity of the restructuring liability for the six months ended June 30, 2026 (in thousands):

Restructuring Liability

Balance at December 31, 2025 $ —

Charges 1,674

Payments ( 791 )

Balance at June 30, 2026 $ 883

Subsequent Events

On August 7, 2026, our board of directors approved a restructuring plan that is designed to simplify our operations, align resources and investments with our core platform, and create capacity to reinvest in capabilities and solutions that improve the customer experience and strengthen our competitive position (collectively, the “2026 Restructuring Plan”).

The 2026 Restructuring Plan includes reduction of the Company’s workforce by approximately 12 %.

We estimate that we will incur approximately $ 10 million - $ 11 million in charges in connection with the 2026 Restructuring Plan, consisting primarily of cash charges for employee transition, notice period and severance payments, employee benefits and related facilitation costs.

We also expect to incur certain non-cash charges, including in connection with the accelerated vesting of share-based awards, which we do not expect to be significant.

We expect that the majority of the restructuring charges will be incurred in the third and fourth quarters of 2026 and that the execution of the 2026 Restructuring Plan, including cash payments, will be substantially complete by the end of the fourth quarter of 2026.

Potential position eliminations in each country are subject to local law and consultation requirements, which may extend this process beyond the fourth quarter of 2026 in certain countries.

The charges that we expect to incur are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual expenses may differ materially from the estimates disclosed above.

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